0001047469-04-008430 Sample Contracts

September 10, 2003 Roy A. Ziegler Henderson, NV 89052 Dear Roy,
Separation Agreement • March 18th, 2004 • First Consulting Group Inc • Services-management consulting services • California

This letter sets forth the substance of the agreement (the “Agreement”) between you and First Consulting Group, Inc. (“FCG”) regarding your separation of employment.

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STOCK OPTION AGREEMENT under the PARAGON SOLUTIONS, INC. INCENTIVE STOCK OPTION PLAN
Stock Option Agreement • March 18th, 2004 • First Consulting Group Inc • Services-management consulting services

Number Shares Subject to Option: See the Notice of Conversion of Paragon Solutions, Inc. Stock Options delivered with this Agreement (the “Conversion Notice”)

NON-QUALIFIED STOCK OPTION AGREEMENT under the PARAGON SOLUTIONS, INC. 2001 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
Non-Qualified Stock Option Agreement • March 18th, 2004 • First Consulting Group Inc • Services-management consulting services
SECOND AMENDMENT TO OFFICE LEASE
Office Lease • March 18th, 2004 • First Consulting Group Inc • Services-management consulting services

This Amendment dated September 16, 2003, is by and between Trizec Realty, Inc., a California corporation (“Landlord”, and successor in interest to Landmark Square Associates, L.P. and Stevens Creek Associates), and First Consulting Group, Inc., a Delaware corporation (“Tenant”).

CREDIT AGREEMENT
Credit Agreement • March 18th, 2004 • First Consulting Group Inc • Services-management consulting services • California

THIS AGREEMENT is entered into as of May 1, 2003, by and between FIRST CONSULTING GROUP, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

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