Form of Employment Agreement - Accenture GmbH and Karl-Heinz Flother


                                SERVICE AGREEMENT

                              for Managing Director

between

                                 Accenture GmbH,
                              Otto-Volger-StraBe 15
                              65843 Sulzbach/Taunus
                           (hereinafter the "Company")

and

                           (hereinafter the "Partner")

Article 1 - Position and Scope of Duties

1.1      As of June 1, 2001, ___________ shall be employed by the Company as
         managing director (Geschaftsfuhrer), and may carry the title "Partner".
         He/She may represent the Company jointly with another managing director
         or a holder of Prokura. The restrictions set out in section 181 German
         Civil Code (Burgerliches Gesetzbuch) (prohibition of self-contracting)
         shall apply.

1.2      The specific responsibilities and duties of the Partner shall be
         determined and assigned to him/her by his/her Supervising Partner
         (hereinafter the "SP") who shall be Partner of the Accenture Group. The
         SP shall be determined by the Country Managing Director of the Company
         (hereinafter the "CMD"), to whom the Partner in case of doubt may turn
         for further determination.

1.3      The SP may also assign different and/or additional responsibilities to
         the Partner and determine an allocation of responsibilities.

1.4      The Partner shall perform his/her duties as managing director by
         observing the diligence of a prudent businessman in accordance with the
         provisions of this Service Agreement, the general and specific
         directives or instructions given by the Company or the SP, and in
         accordance with the law. The Partner shall also comply with Accenture
         Group's policies and guidelines as issued from time to time. The
         Partner will on his/her own initiative inform himself/herself about the
         actual version of such policies which will be published by the Company
         in the usual way.

1.5      The Partner shall report to the SP, or to any other officer of the
         Accenture Group who may in future assume the responsibilities currently
         assigned to the SP. The Partner may consult the SP on any issue that is
         beyond the ordinary operation of the business. In case of doubt, he/she
         shall request directions in writing or telefax.


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1.6      The Partner shall work whatever hours are required for the fulfillment
         of his/her tasks. The Partner is furthermore prepared to travel
         extensively inside and outside Germany as the business requires, and
         he/she is aware that the Company may assign him/her further and
         different tasks. Such tasks may include work in another country outside
         Germany permanently or for a long (6 months or longer) period of time,
         work on premises of another company of the Accenture Group or on
         premises of a client, customer or supplier, and may include a change in
         the form and contents of the Partner's work.

Article 2 - Other Activities

2.1      The Partner shall devote his/her full working time and ability to the
         Company's business. Any other activity, be it for remuneration or not,
         including any part time work, is subject to the explicit prior written
         consent of the SP, who may deny such consent if in his/her view such
         activity is not in the interest of the Company, and who may also make
         his/her consent contingent upon the Partner forwarding any proceeds
         from such other activities to the Company. The same shall apply for
         representation activities and honorary function the Partner intends to
         accept.

2.2      Scientific and literary activity is permitted, provided that the
         Company is informed prior to publication, and that such activity does
         not adversely affect the working capacity of the Partner, does not give
         rise to the divulging of confidential information, or is in any other
         way not in the interest of the Company. Any use of the Company's name
         shall require prior approval of the Company. Article 8 remains
         unaffected.

2.3      The Partner shall not during the term of this Service Agreement solicit
         or assist or facilitate the solicitation of any employee of the Company
         or of any of its affiliates with the intention of causing them to
         render services to any other person or activity.

Article 3 - Remuneration

3.1      The Partner shall be entitled to a gross annual Base Compensation which
         will be subject to review at the beginning of each subsequent fiscal
         year. The net amount of such compensation shall be paid in 12 equal
         monthly instalments, payable in arrears. The calculation of such net
         amount will also include deductions for benefits such as car cost,
         pension contributions and insurance premiums.

         By payment of the above mentioned Base Compensation all activities
         which the Partner has to perform under this Service Agreement shall be
         considered. In particular, the Partner shall not be entitled to any
         additional compensation for overtime work.

         In addition, the Partner may be paid a bonus depending on the Company's
         and his/her performance.

         For the remainder of the current fiscal year after signature of this
         Contract, the monthly base compensation shall amount to gross EURO
         ___________________. In addition, the Partner may be paid


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         a bonus depending on the Company's and his/her performance during the
         months September through May of Fiscal Year 2001.

3.2      In addition, the Company shall bear the employer portion of the
         mandatory social security contributions (Arbeitgeberanteil
         Sozialversicherungsbeitrage) including contributions to state
         unemployment and medical insurance according to German law. In case the
         Partner opts for a private medical insurance instead of the state
         medical insurance the Company will bear half of the contributions due
         up to a maximum of what would have to be paid by the Company to the
         state medical insurance for the Partner's personal medical insurance.

3.3      The Partner shall participate in the Partners' Pension Plan
         "Versorgungszusage fur die Partner der Accenture GmbH", June 2001.

Article 4 - Other Benefits

4.1      Travel expenses and other necessary expenses reasonably incurred by the
         Partner in the furtherance of the Company's business shall be
         reimbursed according to the guidelines of the Company as amended from
         time to time and within the framework of the principles applicable in
         Germany for tax purposes. The Partner will, however, in accordance with
         the applicable guidelines and policies of the Company cultivate and
         entertain at his/her own expense and to a reasonable extent clients,
         prospective clients and others whose regard for the Company is an
         important factor in its continued growth.

4.2      The Company shall in accordance with its rules provide the Partner with
         a company car for business and private use. Further details including
         regulations concerning cost coverage are stipulated in the respective
         policy as amended from time to time.

4.3      The Company shall provide insurance cover of the Partner against
         specified risks in accordance with the applicable Company policy as
         amended from time to time.

4.4      Accenture, Ltd. operates a Stock Program. The Partner shall participate
         in such Program in accordance with its terms and conditions as amended
         from time to time.

Article 5 - Inability to Perform Duties

5.1      In case the Partner shall be unable to perform his/her duties under
         this Service Agreement, be it for health or other reasons, he/she shall
         inform the Company immediately. In case the inability to work shall
         last for a long period, the Partner shall provide the Company with an
         appropriate medical certificate should this be required by the Company.
         If the Partner is prevented from carrying out his/her duties under this
         Service Agreement due to illness he/she shall continue to be entitled
         to payment of his/her Base Compensation in accordance with the
         provision of the German Continued Payment of Salary Act
         (Entgeltfortzahlungsgesetz) as amended from time to time. In addition,
         the relevant global and local Accenture policies shall apply as amended
         from time to time.



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5.2      In order to cover the additional risks due to inability to perform
         his/her duties, the Partner is required to take out an insurance as
         stipulated by the respective Company policy as amended from time to
         time at his/her expense.

5.3      The Partner herewith transfers to the Company, and the Company accepts
         such transfer, any claim for damages he/she may have against a third
         party in connection with his/her inability to work up to the amount of
         damages incurred to the detriment of the Company, and he/she will
         provide the company with all necessary assistance to enforce such
         transferred claim.

Article 6 - Vacation

6.1      The Partner shall be entitled to an annual vacation of 25 working days
         excluding Saturdays, Sundays and Public Holidays.

6.2      The time of vacation shall be coordinated with the SP, thereby taking
         into consideration the personal wishes of the Partner, the vacation
         plan of other Partners and employees, and the interests of the Company.

6.3      Vacation entitlement accrues month by month evenly through the year.
         Vacation not taken in any calendar year may only be carried forward to
         the next calendar year with the written approval of the SP. Vacation
         carried forward must be taken until March 31 of this calendar year. If
         the vacation is not taken until then, it shall be forfeited. In any
         case there is no entitlement for payment in lieu of vacation.

Article 7 - Confidentiality, Client Protection, Data Protection

7.1      The Partner accepts a duty of secrecy and confidentiality with respect
         to

         -        all business and trade secrets of the Company and any
                  Accenture Group company, i.e., all facts related to the
                  business of the Company and any Accenture Group company which
                  are not in the public domain and in the secrecy of which the
                  Company and any Accenture Group company have a legitimate
                  interest, and

         -        all business issues, information, documents and other
                  materials of data media of the clients of the Company and any
                  Accenture Group company with whom or which the Partner has had
                  material contacts or dealings on behalf of the Company in
                  performing his/her contractual duties.

7.2      The Partner will not directly or indirectly disclose or make use of the
         Company's knowledge capital for any other purpose other than a
         legitimate purpose of the Company. The Company's knowledge capital
         includes all information, documents and any other materials or data
         media containing intellectual property of the Company, especially
         working procedures, guidelines and best practices, development or
         solution tools, methodologies, models, program modules etc., gained
         within the scope of all business and client relationships that could be
         valuable for the Company or any other affiliates of the Accenture
         Group's business unit either internally or in further projects for
         clients.



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7.3      The Partner is not entitled to copy, duplicate, access or otherwise
         appropriate such Confidential Information for his/her own nor for any
         third parties' use or benefit.

7.4      The Partner also guarantees professional confidentiality and as
         otherwise applicable (e.g. bank secret, data privacy regulations) as
         far as his/her clients and their business is concerned (Client Related
         Information). The above provisions 7.1-7.3 apply accordingly.

7.5      Upon termination of this Contract or in the event of leave of absence
         or suspension from work, the Partner shall immediately return all
         confidential or client related information, including any work he/she
         has produced during his/her service for the Company, and including any
         embodiments, copies or other reproductions thereof. The Company can
         demand the return of all documents and information as soon as notice of
         termination of this Contact is given or the Partner is suspended from
         his/her obligation to work.

7.6      The above provisions of this Article shall continue to apply after
         termination of this Contract.

7.7      The Partner acknowledges that the Company will store personal data
         relating to him/her. Such data will include the Partner's employment
         application, address, references, bank details, performance appraisals,
         work, holiday and sickness records, next of kin, salary reviews,
         remuneration details and other records (which may, where necessary,
         include sensitive data relating to the Partner's health, and data held
         for equal opportunities purposes). The Company will store such personal
         data for personnel administration and management purposes and to comply
         with its obligations regarding the retention of employee/worker
         records. The Partner's right of access to such data is as prescribed by
         law.

7.8      The Partner hereby undertakes and agrees that the Company may process
         personal data relating to personnel administration and management
         purposes, and may, when necessary for those purposes, make such data
         available to its advisors, to third parties providing products and/or
         services to the Company, (such as IT systems suppliers, pension,
         benefits and payroll administrators), to regulatory authorities
         (including the German revenue authorities), and as required by law. The
         Partner agrees that personal data may also be transferred, stored,
         processed and used cross border and outside Germany, if business
         requires.

Article 8 - Intellectual Property

8.1      The Partner grants to the Company for any purpose all exclusive
         economic rights (ausschlieBliche Nutzungs- und Verwertungsrechte) on an
         exclusive, unrestricted, unlimited and world wide basis in respect of
         all copyright works and/or design originated (including without
         limitation, laboratory or production reports, manuals and related
         materials) conceived, written and/or made by the Partner alone or with
         others during the term of this Contract (the "Works") for all known
         kinds of use (Nutzungsarten).

8.2      The Company has the right to exploit the licence (rights) granted under
         8.1 - either itself or via third parties, either in whole or in part.



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8.3      The Partner undertakes not to make use of the Partner's personal rights
         in accordance with Sec. 12, 13 s. 2, 25, 39 of the German Copyright Act
         (Urheberrechtsgesetz) and to make use of the Partner's rights under
         Sec. 41 of the German Copyright Act no earlier than five years from the
         date the Work is created by the Partner. The Partner acknowledges that
         the Company will preserve and enforce the moral rights in the Partner's
         Works. The Company will consider and take into account the interest of
         the Partner as far as this is economically and/or technically
         reasonable. The Company, in particular in the case of software, is free
         to choose a title for the Works and, in doing so, is not obliged to
         state the Partner's name.

8.4      The above provisions 8.1 to 8.3 above are without prejudice to Sec. 69b
         German Copyright Act. For the avoidance of doubt, the Company and the
         Partner hereby acknowledge that an agreement in the sense of Sec. 69b
         German Copyright Act must be in written form.

8.5      The Partner assigns to the Company all other intellectual property
         rights in the Works. The Partner in accordance with Sec. 2 and 3 German
         Registered Design Act (Geschmacksmustergesetz) assigns the rights in
         any design which forms part of the Works.

8.6      In respect of any inventions of the Partner, namely improvements,
         inventions, discoveries and/or qualified proposals for technical
         improvements, the German Act on Employee' Inventions
         (Arbeitnehmererfindergesetz) and the corresponding Directive on the
         Remuneration of Employees' Inventions (Richtlinie fur die Vergutung von
         Arbeitnehmererfindungen) shall apply.

8.7      The "Restrictions on Business Activities after Resignation, Removal or
         Retirement" attached to this Contract shall apply and form an integral
         part of this Contract.

Article 9 - Term of Employment and Notice

9.1      This Service Agreement is entered into for an indefinite period. It
         shall, however, end without the need to give notice on the last day of
         the month in which the partner reaches the normal Accenture retirement
         age, but not later than the expiry of the month during which the
         Partner attains age of 65, or the month during which the Partner is
         entitled to receive state old age pension or pension for inability to
         work, whichever occurs first. Both parties are entitled to terminate
         this Contract by giving six months prior notice effective to the end of
         any calendar month. In case the Company is obliged to observe an
         extended notice period, such an extension shall also apply for the
         Partner.

9.2      In case this Contract has been terminated, the Company is entitled to
         suspend and release the Partner from work at any time. In such case the
         Company shall continue to pay the contractual Base Compensation
         according to Article 3.1 to the Partner. Any vacation not yet taken
         shall be set off against the time period during which the Partner is
         suspended/released from work. Any suspension period shall not count for
         calculating a possible (discretionary) bonus or payment above the Base
         Compensation.



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9.3      Notice of extraordinary termination, effective immediately, may be
         given for important reasons in accordance with German law. Such reasons
         shall specifically be deemed to exist in case the Partner violates
         Articles 2, 7 and 8 of this Service Agreement. The right of both
         Parties to terminate extraordinarily for other reasons remains
         unaffected.

9.4      Notice of termination must be given in writing. A revocation of
         appointment as Partner shall at the same time be deemed as termination
         of this Contract with notice period, provided that no termination for
         cause is made.

9.5      In case of a termination of this Service Agreement, or a revocation of
         appointment as Partner, any other position or membership held in an
         undertaking of the Accenture Group, or held on behalf of the Company
         shall cease automatically. If necessary, the Partner will take the
         appropriate steps and provide assistance to the company to this effect.

Article 10 - Final Provisions

10.1     All relevant global and local policies, guidelines and regulations of
         the Accenture Group shall apply to the Partner for the duration of this
         Service Agreement, to the extent that they are in accordance with the
         relevant German law.

10.2     The Partner declares that he/she took full notice of, and undertakes to
         comply with, the German Insider Rules (as published in Bundesanzeiger
         Nr. 119 of 1st July 1988, page 2883, with subsequent amendments) and
         the respective provisions of the German Wertpapierhandelsgesetz as
         amended from time to time.

10.3     This Service Agreement represents the entire agreement and
         understanding of the parties. It supersedes and replaces all other
         previous contracts of employment as issued by the Company or its
         affiliates, including benefit grants such as BRB (Basic Retirement
         Benefit).

10.4     Any amendments of or additions to this Service Agreement shall be made
         in writing in order to be effective.

10.5     If one of the provisions of this Service Agreement is held to be
         invalid, the remaining provisions shall remain valid, and the invalid
         provision shall be replaced by such valid one which shall have the
         closet admissible economic effect. The same shall apply in the event
         that the Contract is found to be incomplete.

10.6     This Service Agreement shall be governed and construed in accordance
         with the laws of the Federal Republic of Germany. The exclusive
         jurisdiction lies with the court of Frankfurt am Main.



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Accenture GmbH

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Thomas Kohler                Rolf Schulz                May 31, 2001



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RESTRICTIONS ON BUSINESS ACTIVITIES AFTER RESIGNATION; REMOVAL OR RETIREMENT

(A)      The Partner acknowledges that he/she occupies a position of special
         trust and confidence with respect to the Company and his/her or its
         partners.

         Partnership imposes the obligation to act in a stewardship capacity
         with respect to the preservation and development of the Company and its
         resources for the benefit of future, as well as present, partners and
         employees.

         The Partner further acknowledges that the successful development and
         marketing of the Company's professional services and products require
         substantial research and development of unique methodologies,
         technologies (including computer software) and training programs. Such
         efforts generate for the Company valuable proprietary or confidential
         information ("Company information") which gives the Company a business
         advantage over others who do not have such information. Company
         information includes, but is not limited to, Company business plans,
         practice methodologies and technologies (including computer software),
         training materials, personnel information, client lists and
         confidential client information, information regarding the business
         needs, strategies and technologies of present and prospective clients
         and internal Company publications.

         In recognition of the partners' special relationship with the Company
         and the fiduciary duties arising therefrom, and in acknowledgement that
         each partner will have obtained knowledge of Company information during
         his/her membership in the Company, the Partner undertakes the following
         obligations which he/she confirms have been reasonably designed to
         protect the Company's legitimate business interests without
         unnecessarily or unreasonably restricting his/her professional
         opportunities in the event that he/she resigns, retires, or is removed
         as a member of the Company:

         (1)      The Partner shall return all Company property (including
                  Company information) upon his/her resignation, retirement or
                  removal from the Company, and he/she shall, both during and
                  after his/her service as a partner of the Company, refrain
                  from using or disclosing Company information for his/her own
                  account or the account of any person other than the Company
                  without the prior written approval of the Supervising Partner
                  (hereinafter the "SP"), unless the portion of the information
                  to be used or disclosed has become generally and lawfully
                  known to the Company's competitors.

         (2)      The Partner shall not, for a period of twelve (12) months
                  following his/her resignation, retirement or removal from the
                  Company, for himself/herself or as agent, partner or employee
                  of any person, corporation or firm other than an Affiliated
                  Company, engage in the practice of professional services of
                  the type provided by the Company for:



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                  (a)      any client of the Company or of an Affiliated Company
                           for whom the partner performed services, as
                           determined by the SP, or

                  (b)      any prospective client of the Company or of an
                           Affiliated Company to whom the partner submitted, or
                           assisted in the submission of, a proposal, during an
                           eighteen (18) month period preceding his/her
                           resignation, retirement or removal.

         (3)      The Partner shall not, at any time during which he/she is a
                  partner of the Company and for twelve (12) months after
                  his/her resignation, retirement or removal from the Company,
                  whether for his/her own account or for the account of any
                  person other than an Affiliated Company, directly or
                  indirectly, endeavor to solicit away from the Company or an
                  Affiliated Company, or facilitate the solicitation away from
                  the Company or an Affiliated Company, of any client of the
                  Company or any Affiliated Company.

         (4)      The Partner shall not, at any time during which he/she is a
                  partner of the Company and for twelve (12) months after
                  his/her resignation, retirement or removal from the Company,
                  whether for his/her own account or for the account of any
                  person other than an Affiliated Company, directly or
                  indirectly, induce away from the Company or an Affiliated
                  Company, or facilitate the inducement away from the Company or
                  an Affiliated Company of, any personnel of the Company or an
                  Affiliated Company or interfere with the faithful discharge by
                  such personnel of their contractual and fiduciary obligations
                  to serve the Company's or the Affiliated Company's interests
                  and those of its clients of undivided loyalty.

         (5)      Generally, the Partner shall for a period of twelve (12)
                  months following his/her resignation, retirement or removal
                  from the Company, not work for a competitor, or
                  himself/herself act directly or indirectly as competitor, of
                  the Company and Affiliated Companies on the fields and areas
                  of work he/she has been concerned with directly during the
                  past twenty-four (24) months prior to his/her resignation,
                  retirement or removal. Such obligation not to compete shall
                  cover Germany and such regional areas in which the Company or
                  the Affiliated Companies do business at the time of
                  resignation, retirement or removal of the Partner.

(B)      For the duration of the post-contractual non-compete obligation the
         Partner shall receive a compensation in the amount of 50 per cent of
         his Base Compensation as defined in the Service Agreement, Article 3.1,
         payable monthly in arrears. Any third party income received by the
         Partner shall be deducted from the compensation. The compensation shall
         not be paid for any time the Partner is in violation of his/her
         post-contractual non-compete obligation.

(C)      Insofar as not agreed upon otherwise herein, sections 74 et seq. German
         Commercial Code (Handelsgesetzbuch) shall apply.

(D)      The Partner recognizes and agrees that a breach of any of the
         provisions of this Article will immediately and irreparably harm the
         Company's business, including but not limited


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         to the Company's valuable business relations with its actual and
         prospective clients, and that compensatory damages cannot be calculated
         readily and are in any event an inadequate remedy. Accordingly, the
         Partner acknowledges that the Company shall therefore be entitled to
         injunctive and other relief including forfeiture to it of any partner
         benefits, if permitted by law. In addition, the Partner agrees to
         reimburse the Company for all costs and expenses, including reasonable
         attorneys' fees, which the Company incurs in connection with the
         enforcement of its rights under this Article. Furthermore, the Partner
         agrees to pay a contractual penalty in the amount of three monthly
         salaries last received for each incident of breach of his/her
         post-contractual non-compete obligation. "Monthly salary" shall be
         calculated as overall remuneration received during the past twelve
         months divided by twelve. In case of a permanent violation the
         contractual penalty shall be due for each commenced calendar month.

(E)      The Company may in his/her sole discretion waive any or all of the
         foregoing restrictions but shall advise the Shareholders of the Company
         of any such action taken at the next meeting.

(F)      "Client" as used herein above shall mean any person or entity for whom
         the Company or an Affiliated Company performed professional services or
         provided products within the twelve (12) months immediately preceding
         the resignation, retirement or removal of the Partner. "Company" as
         used herein above shall include any entity owned or controlled by the
         Company, and "Affiliated Company" as used herein above shall include
         any entity owned or controlled by the relevant Affiliated Company.

(G)      In case one or several provisions contained herein are found to be
         invalid, the validity of the remaining provisions shall remain
         unaffected. The invalid provision shall be substituted with a valid
         provision which comes as close as possible to the economic effects the
         parties intended with the invalid provision. The same shall apply if
         the invalidity of a provision is based on too broad wording as regards
         time, local area or contents; in this case, the legally valid wording
         shall apply.

Accenture GmbH



-----------------------         ---------------------   ----------------------
Thomas Kohler                   Rolf Schulz             May 31, 2001



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