Master Release [intercompany Notes]

Exhibit 10.2


MASTER RELEASE [INTERCOMPANY NOTES]


November 22, 2002


Bearing Point, Inc. (f/k/a KPMG Consulting, Inc.) Bearing Point Tower 1676 International Drive McLean, Virginia 22102


Ladies and Gentlemen:


Reference is made to (i) that certain Credit Agreement, dated as of May 24, 2000, as amended and restated as of May 21, 2001, and as further amended, restated, modified, and otherwise supplemented through, but not including May 24, 2002, by and among KPMG Consulting, Inc. ("Borrower"), the Guarantors party thereto ("Guarantors"), the Banks party thereto ("Banks") and PNC BANK, NATIONAL ASSOCIATION, administrative agent ("Agent") (the "Prior Credit Agreement"); (ii) that certain Security Agreement-Promissory Notes dated as of September 30, 2000, by and among the Borrower and certain Subsidiaries of the Borrower in favor of the Agent, and (iii) that certain Security Agreement-Promissory Notes dated as of November 10, 2000, by and between the Borrower and certain Subsidiaries of the Borrower in favor of the Agent. (collectively, items (ii) and (iii) above, the "Prior Security Documents").


The Prior Credit Agreement and Prior Security Documents having been terminated on May 24, 2002, the Agent, on behalf of the Banks party to the Prior Credit Agreement, hereby acknowledges t ...