Investment Banking Services Letter Agreement

August 14, 1997





Mr. Marshall Webb President BrightStar Information Technology Group, Inc. 12011 Surrey Lane Houston, Texas 77024-5011



Dear Mr. Webb:



The purpose of this letter ("the Agreement"), and the attached Addendum A, is to set forth the agreement between McFarland, Grossman & Company, Inc. ("MGCO") and Br ightStar Information Technology Group, Inc. ("the Company") regarding investment banking services to be provided in connection with the proposed acquisition of a group of businesses in the information technology services industry ("the Acquisitions") and financing related thereto.



A. SCOPE OF THE ENGAGEMENT



This Agreement will continue for a period of six months from its effective date unless extended or terminated early by mutual con sent; except the Company acknowledges that the provisions of Sections B.2. through B.7. and Addendum A shall survive any termination of the Agreement. During the term hereof, MGCO will use its best efforts to provide the following services to the Company:



1. MGCO will first provide financial advisory services in connection with

planning and executing the Acquisitions.



2. If needed for presentations to investors and/or lenders, MGCO will

prepare a comprehensive information memorandum and business plan and/or

detailed projections.



3. MGCO will prepare any presentation materials deemed necessary for

meetings with investors and/or lenders.



4. If requested, MGCO will introduce the Company to institutional

investors interested in a Private Placement (as herein defined), assist

in negotiating the terms of the transaction, and facilitating the



5. MGCO will introduce the Company to lenders interested in providing a

senior credit facility and will assist in negotiating and facilitating

the closing.



6. MGCO will provide such other financial advisory services as deemed

necessary which are related to transaction structure and timing, and

other corporate finance matters.











Mr. Marshall Webb August 14, 1997 Page 2







B. TERMS AND CONDITIONS



1. Financial Advisory Fee



Upon accepting this Agreement, the Company will pay MGCO a financial

advisory fee of $15,500. Thereafter, the Company will pay MGCO a

monthly financial advisory fee at the beginning of each monthly period

as follows: (1) month 2: $15,500, and (2) months 3-6: $11,000.



In addition to the compensation set forth above, MGCO or its designees

will be sold for 100, a warrant(s) granting the holder(s) thereof the

right to acquire 50,000 shares of common stock of the Company (the

"Newco Stock") at a price per share equal to $6.00 per share. However,

if the Company completes an initial public offering (the "IPO") within

eighteen months after issuance of the warrant(s), the exercise price

will be adjusted to the lesser of $6.00 per share or 60% of the price

per share of the Newco Stock that is sold in the Company's IPO. Such

warrant(s) will be exercisable in whole or in part beginning six months

after its issuance. The Newco Stock into which the warrant(s) is

exercisable (the "Underlying Stock") will be registered, if the Company

completes an IPO, (i) in the Company's first registration statement on

Form S-8 (or comparable form), which will be filed no later than six

months after the Company completes an IPO; or (ii) pursuant to

"piggy-back" registration rights in post-IPO offerings of Newco Stock.



The warrant(s) will be issued in a form which is mutually acceptable,

as soon as practicable after this letter is accepted by the Company and

the Underlying Stock will be subject to adjustment (upward or downward)

so that if the Company completes an IPO, at the time of the IPO, the

Underlying Stock will equal 50,000 shares of the Newco Stock.



2. Private Placement. In the event that one or more transaction(s)

involving a Private Placement (as defined below) of capital in the

Company (or an affiliate in which the Company or its shareholders are

equity owners) is consummated during the term of this Agreement with

any capital source (other than retail private placement conducted and

completed by the founding shareholders of up to $2 million), or within

two (2) years following the termination of this Agreement between the

Company and any capital source(s) introduced by MGCO during the term of

this Agreement, it is understood that MGCO shall earn and be paid

Placement Agent fees as follows:



6% of the amount of the Private Placement. For the purpose of

this Agreement, the Private Placement shall include capital

received as equity and debt that is either (i) advanced by a

person(s) who is also an equity investor, (ii) is subordinated

to loans made by non equity investors, (iii) or is either

convertible into equity, provides the lender









Mr. Marshall Webb August 14, 1997 Page 3







with warrants to acquire equity, or participates in the

earnings of the Company. Placement Agent fee payments will be

made in full and in cash at the time of ...