DA CONSULTING GROUP INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

                                                                    EXHIBIT 10.1
                                                                    ------------

                              EMPLOYMENT AGREEMENT
                              --------------------


     This  Employment  Agreement  ("Agreement")  is  made and entered into by DA
CONSULTING GROUP, INC., a Texas corporation (hereinafter the "Company") and JOHN
MITCHELL  (hereinafter  the  "Employee").

     In  consideration of the mutual promises set forth below and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  the parties
acknowledge,  the  Company  and  Employee  agree  as  follows:

     1.     EMPLOYMENT.  The  Company  employs  Employee  and  Employee  accepts
            ----------
employment  on  the  terms  and  conditions  set  forth  in  this  Agreement.

     2.     NATURE  OF  EMPLOYMENT.  Employee shall serve as President and Chief
            ----------------------
Executive  Officer  and have such responsibilities and authority consistent with
such  position  as  may from time to time be reasonably assigned by the Board of
Directors  of  the  Company  (the "Board").  Employee shall report to the Board.
Employee  shall  devote  his full time and attention and best efforts to perform
successfully  his  duties  and  advance the Company's interests.  Employee shall
abide by Company policies, procedures, and practices as they may exist and be in
force  from  time  to  time.

     Employee  agrees  to  execute  the  attached  Non-Disclosure, Assignment of
Developments  and  Non-Solicitation  Agreement  and  the  attached  Separation
Agreement.

     3.     LOCATION  OF EMPLOYMENT.  Employee will perform his duties primarily
            -----------------------
at  the  Company's  offices in London, England; provided, however, that Employee
will  travel  to  the  Company's  Houston,  Texas  office on a regular basis, as
reasonably  requested  by  the  Company.  The Company will indemnify Employee in
full  for  any  additional  tax  cost  incurred if, as a result of the Company's
requirements,  Employee  becomes  subject to United States tax on his world wide
income.   Such  indemnification  shall  place Employee in the same net after-tax
position  that  Employee  would  have  been  in  if  he  had not been subject to
applicable  United  States  federal,  state  and  local  taxes.

     4.     COMPENSATION.
            ------------

          (a)     Salary.  Effective  April 4, 2000, compensation for Employee's
                  ------
services  under  this  Agreement  initially  shall  be  One  Hundred Ninety Five
Thousand  Pounds  (  195,000) per year, payable in equal monthly installments in
arrears.  The  Employee's  salary shall be reviewed annually by the Board (or by
the  Committee  thereof  charged  with  establishing  executive compensation) by
January 1 of each year and may be increased in the Board's (or such Committee's)
discretion  based  on  Employee's performance, provided that such salary for any
year  shall  not be reduced below the salary for the immediately preceding year.


<PAGE>
          (b)     Benefits.
                  --------

               (i)     Employee  may  participate  in  any  medical,  dental,
disability,  life insurance, and other employee benefit plans and programs which
may be made available from time to time to other Company employees at Employee's
level;  provided,  however,  that Employee's participation in such benefit plans
and  programs  is  subject  to the applicable terms, conditions, and eligibility
requirements  of  those  plans  and  programs, some of which are within the plan
administrator's  discretion,  as  they  may  exist  from  time  to  time.

               (ii)     Notwithstanding the preceding subparagraph (i), Employee
shall be provided with (A) life insurance with a death benefit of four times his
annual  salary;  and  (B)  a  car  allowance  of  13,200  per  year.

               (iii)     The  Company  will  credit each year an amount equal to
five  percent  (5%)  of Employee's annual salary to a pension fund of Employee's
choice.

          (c)     Performance  Bonus.  Employee  shall  be entitled to an annual
                  ------------------
performance bonus up to an amount determined by the Company which shall be based
on  goals  set  by the Company and communicated to Employee by January 31 of the
calendar  year  for  which  the  bonus  is potentially payable or, for any bonus
payable  in  2000,  within  60  days  of  execution of the Agreement.  The bonus
opportunity  for  2000  is  One  Hundred  Seventeen  Thousand Pounds ( 117,000).
Unless  otherwise agreed to in writing between the parties, the applicable bonus
period  for periods beginning after 2000 shall be the calendar year.  The annual
performance  bonus  shall  be paid in a lump sum amount on or before March 31 of
the  calendar  year  following the calendar year for which the bonus was earned.

          (d)     Reimbursement  of  Expenses.  The  Company  shall  reimburse
                  ---------------------------
Employee  for  all expenses reasonably incurred by him on behalf of the Company.
In  addition,  the Company shall reimburse Employee for all expenses incurred by
him  for  his  membership  and  participation  in  professional  associations,
continuing  education,  and  maintenance  of  professional  licenses.

     5.     TERM  OF  EMPLOYMENT.  This Agreement is effective April 4, 2000 and
            --------------------
may  be  terminated  pursuant  to  Section  6  (Termination)  below.

     6.     TERMINATION.
            -----------

          (a)     Termination  Upon Death or Permanent Disability.  In the event
                  -----------------------------------------------
that  Employee  dies,  this Agreement shall terminate upon the Employee's death.
If  the  Employee  becomes physically or mentally disabled and thereby unable to
perform  his  duties hereunder for a period of more than ninety (90) consecutive
days  or  for  more than one hundred twenty (120) days, in the aggregate, during
any  three  hundred  sixty-five (365) day period, the Company may terminate this
Agreement.  In  the event of termination upon death or disability, the Employee,
or  his  legal  representatives,  shall  be  entitled  to be paid his salary and
performance  bonus  earned  pro  rata  to  the  date  of  termination.
                            ---  ----


<PAGE>
          (b)     Termination  by  the  Company  for  Cause.  The  Company  may
                  -----------------------------------------
terminate  Employee's  employment  for "Cause."  For purposes of this Agreement,
Cause  shall  mean  the  Employee (i) has engaged in gross negligence or willful
misconduct  in  the performance of Employee's duties, (ii) has willfully refused
without  proper  legal reason to perform Employee's duties and responsibilities,
(iii)  has  materially  breached any material provision of any agreement between
the  Company  and  Employee, (iv) has materially breached any material corporate
policy  maintained  and  established  by  the  Company  that  is  of  general
applicability to the Company's executive employees, (v) has willfully engaged in
conduct  that  Employee  knows  or  should  know  is materially injurious to the
Company  or any of its affiliates, or (vi) has engaged in illegal conduct or any
act  of  serious  dishonesty which adversely affects, or reasonably could in the
future adversely affect, the value, reliability, or performance of Employee in a
material  manner;  provided,  however,  that  in no event shall a termination of
Employee's employment constitute a termination for Cause unless such termination
is  approved  by  at least two-thirds of the members of the Board after Employee
has  been  given  written  notice by the Company of the specific reason for such
termination  and  an opportunity for Employee, together with Employee's counsel,
to  be  heard  before  the  Board.  Members  of the Board may participate in any
hearing  that  is  required pursuant to this Section 6(b) by means of conference
telephone  or  similar  communications  equipment  by means of which all persons
participating  in  the  hearing  can  hear  and  speak  to each other; provided,
however,  that  at  least  one-half of the members of the Board shall attend the
hearing  in  person.

     In  the  event  of  termination  for  Cause,  the  Company's  obligation to
compensate  Employee  ceases on the termination date except as to the salary and
the  unpaid  performance  bonus,  if  any,  for  the calendar year preceding the
calendar  year  in  which  the  termination  date  occurs.

          (c)     Termination  by the Company Without Cause.  This Agreement may
                  -----------------------------------------
be terminated by the Company without Cause upon ninety (90) days' written notice
thereof given to Employee.  Upon the delivery of notice of such termination, the
Company  may, in its discretion, and notwithstanding any other provision of this
Agreement  to  the  contrary,  limit  Employee's continuing responsibilities and
access  to  confidential  information,  provided  that  the  effective  date  of
termination  shall  be a mutually-agreed date, but not earlier than the 90th day
following the Company's delivery of such notice.  In the event of termination by
the  Company  without  Cause:


               (i)     the  Company  shall  continue  to  pay  Employee his then
effective  salary  hereunder  for  eighteen (18) months, following the effective
date  of  termination of employment, including 100% of any bonus paid or payable
to Employee with respect to the calendar year immediately preceding termination,
and continue for such period to provide other benefits as provided for hereunder
on  the  same  basis  as  in  effect before the effective date of termination of
employment,  to  the  extent  permitted  by  the  terms  of the benefit plans or
arrangements  pursuant  to  which  such  benefits  are  provided;  and


<PAGE>
               (ii)     all  outstanding  stock  options  held by Employee shall
become  fully  vested  and  exercisable.

          (d)     Voluntary  Termination  by Employee for Good Reason.  Employee
                  ---------------------------------------------------
may  at  any  time  voluntarily  terminate this Agreement for "Good Reason" upon
thirty  (30)  days'  prior  written notice to the Company.  For purposes of this
Agreement, Good Reason shall mean the occurrence of any of the following events:
(i) a change materially adverse to the Employee in the Employee's status, title,
position,  or  responsibilities; (ii) the insolvency or the filing of a petition
for  bankruptcy  of  the  Company; (iii) the failure of the Company to obtain an
agreement,  satisfactory  to  the  Employee, from any successor or assign of the
Company  to  assume  and  agree  to perform this Agreement; or (iv) any material
breach  by  the  Company  of  this  Agreement.

     In  the  event  of  voluntary termination for Good Reason the Company shall
continue  to  pay  Employee his then effective salary and all benefits hereunder
for  twelve (12) months, including 100% of any bonus paid or payable to Employee
with  respect  to  the  calendar year immediately preceding termination, and all
outstanding  stock  options  held  by  Employee  shall  become  fully vested and
exercisable.

          (e)     Voluntary  Termination  by  Employee.
                  ------------------------------------

               (i)     Termination  With  One  Year's  Notice.  Employee  may
                       --------------------------------------
terminate  this  Agreement  upon one year's prior written notice to the Company.
Upon  the  delivery  of  notice  of  such  termination,  the Company may, in its
discretion,  and  notwithstanding  any  other provision of this Agreement to the
contrary,  limit  Employee's  continuing  responsibilities  and  access  to
confidential  information, provided that the effective date of termination shall
be  a  mutually-agreed  date,  but  not  earlier  than  one  year  following the
Employee's  delivery  of  such  notice.  In  the event of such a termination the
Company  shall  continue to pay Employee his then effective salary hereunder for
twelve  (12)  months, following the effective date of termination of employment,
including  100%  of  any  bonus  paid or payable to Employee with respect to the
calendar year immediately preceding termination, and continue for such period to
provide  other benefits as provided for hereunder on the same basis as in effect
before  the effective date of termination of employment, to the extent permitted
by  the  terms  of  the  benefit  plans  or  arrangements pursuant to which such
benefits  are  provided.


If,  after written notice of termination has been given pursuant to this Section
6(e)(i)  and  prior  to  the  termination date, a termination occurs pursuant to
Section  6(a),  or  the  Company  becomes  entitled  to  terminate the Agreement
pursuant  to  Section  6(a)  or (b), the provisions of Section 6(a) or (b) shall
apply  instead  of  this  Section  6(e)(i).


<PAGE>
               (ii)     Termination  Upon Less than One Year's Notice.  Employee
                        ---------------------------------------------
may  terminate  this  Agreement  at  any  time upon delivering ninety (90) days'
written  notice  of  resignation to the Company.  In the event of such voluntary
termination,  Employee  shall  be  entitled  only  to  his salary and the unpaid
performance  bonus, if any, for the calendar year preceding the calendar year in
which  the  termination  date  occurs.

     7.     COVENANT  NOT  TO  COMPETE.  Employee acknowledges that by virtue of
            --------------------------
his employment relationship, he shall have access to and control of confidential
and  proprietary  information  concerning  the  Company's  business and that the
Company's  business depends, to a considerable extent, on the individual skills,
efforts,  and  leadership  of Employee.  Accordingly and in consideration of the
Company's  commitments  to  Employee  under  this  Agreement, Employee expressly
covenants  and  agrees  that  during the term of this Agreement and for eighteen
(18) months following the termination of his employment (unless such termination
is  by  the  Company without Cause or by the Employee for Good Reason), Employee
will  not,  without  the  prior  written  consent  of  Company:

          (a)     on  Employee's own or another's behalf, whether as an officer,
director,  stockholder,  partner,  associate,  owner,  employee,  consultant  or
otherwise,  directly  or  indirectly:

               (i)     solicit  or do business which is the same, similar to, or
otherwise  in  competition  with the business engaged in by the Company, from or
with  persons  or entities who are clients or customers of the Company, who were
clients  or  customers  of  the  Company  at  any  time  during the last year of
Employee's  employment  with  the  Company,  or  to  whom  the  Company had made
proposals for business at any time during the last year of Employee's employment
with  the  Company;  or

               (ii)     offer  employment  to,  or  otherwise  solicit  for
employment,  any  employee  or other person who had been employed by the Company
during  the  last  year  of  Employee's  employment  with  the  Company;

          (b)     be employed (or otherwise engaged) in a management capacity by
any  person  or  entity  that  directly  competes  with  the  Company.

     Employee  further acknowledges that the covenants contained in this Section
7  are  reasonably necessary to protect the legitimate business interests of the
Company  and  are  reasonable with respect to scope, time, and territory and are
described  with sufficient accuracy and definiteness to enable him to understand
the  scope of the restrictions imposed on him.  The terms and conditions of this
Section  7  shall  survive  expiration  or  termination  of  this  Agreement  or
Employee's employment and shall not be affected by any change or modification of
this  Agreement  unless  specific  reference  is  made  to  this  Section  7.


<PAGE>
     It  is agreed that ownership, directly or indirectly, of not more than five
percent (5%) of the issued and outstanding stock of a corporation, the shares of
which  are  regularly  traded  on  a  national  securities  exchange  or  in the
over-the-counter  market, shall not be deemed to be in violation of this Section
7.

     8.     REMEDIES.  Employee agrees that his breach or violation of Section 7
            --------
(Covenant  Not to Compete), will result in immediate and irreparable harm to the
Company for which legal remedies would be inadequate.  Therefore, in addition to
any  legal or other relief to which the Company may be entitled, the Company may
seek  legal  and equitable relief, including but not limited to, preliminary and
permanent  injunctive  relief.

     9.     EMPLOYEE  REPRESENTATION.  Employee represents and warrants that his
            ------------------------
employment  and  obligations  under  this  Agreement will not breach any duty or
obligation  he  owes  to  another  person  or  entity.

     10.     COMPANY  REPRESENTATION.  Company  represents  and warrants that it
             -----------------------
has  no  obligation which would prohibit it from entering into this Agreement or
complying  with  its provisions and that it has the authority to enter into this
Agreement.

     11.     WAIVER OF BREACH.  The Company's or Employee's waiver of any breach
             ----------------
of  a  provision  of this Agreement shall not waive any subsequent breach by the
other  party.

     12.     ENTIRE AGREEMENT. This Agreement including any schedule, exhibit or
             ----------------
attachment hereto:  (i) supersedes all other understandings and agreements, oral
or  written,  between  the  parties  with  respect to the subject matter of this
Agreement  including  any  schedule,  exhibit  or  attachment  hereto;  and (ii)
constitutes  the sole agreement between the parties with respect to this subject
matter.  Each  party  acknowledges  that:  (i)  no representations, inducements,
promises  or  agreements,  oral  or  written,  have been made by any party or by
anyone  acting  on behalf of any party, which are not embodied in this Agreement
including  any  schedule,  exhibit  or attachment hereto; and (ii) no agreement,
statement  or promise not contained in this Agreement shall be valid.  No change
or  modification  of  this Agreement shall be valid  or binding upon the parties
unless  such  change or modification is in writing and is signed by the parties.

     13.     SEVERABILITY.  If  a court of competent jurisdiction holds that any
             ------------
provision or sub-part thereof contained in this Agreement is invalid, illegal or
unenforceable,  that invalidity, illegality or unenforceability shall not affect
any  other provision in this Agreement.  Additionally, if any of the provisions,
clauses or phrases in Section 7 (Covenant Not to Compete) are held unenforceable
by  a  court  of  competent  jurisdiction,  then the parties desire that they be
"blue-penciled" or rewritten by the court to the extent necessary to render them
enforceable.


<PAGE>
     14.     PARTIES  BOUND.  The  terms,  provisions,  covenants and agreements
             --------------
contained  in  this  Agreement  shall apply to, be binding upon and inure to the
benefit  of  the  Company's  successors and assigns; however the Company may not
assign  this  Agreement  without  the  Employee's  prior  written  consent.

     15.     GOVERNING  LAW.  This  Agreement  and  the  employment relationship
             --------------
created  by  it  shall  be  governed  by  Texas  law.


     IN WITNESS WHEREOF, the parties have entered into this Agreement on the day
and  year  written  below.


                         _________________________________     ____________
                         John  Mitchell                            Date


                         DA  CONSULTING  GROUP,  INC.

                         By:______________________________     ____________


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