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1998 Stock Incentive Plan - Navigant International Inc.

                             NAVIGANT INTERNATIONAL, INC.
                               1998 Stock Incentive Plan              

Purpose        NAVIGANT INTERNATIONAL, INC., a Delaware corporation (the 
               'Company'), wishes to recruit, reward, and retain employees 
               and outside directors. To further these objectives, the 
               Company hereby sets forth the Navigant International, Inc. 
               1998 Stock Incentive Plan (the 'Plan') to provide options 
               ('Options') or direct grants ('Stock Grants' and, together 
               with the Options, 'Awards') to employees and outside directors 
               with respect to shares of the Company's common stock (the 
               'Common Stock').  The Plan is effective as of the effective 
               date (the 'Effective Date') of the Company's registration 
               under Section 12 of the Securities Exchange Act of 1934 (the 
               'Exchange Act') with respect to its initial public offering 

Participants   All Employees of the Company and any Eligible Subsidiaries are 
               eligible for Options and Stock Grants under this Plan, as are 
               the directors of the Company and the Eligible Subsidiaries who 
               are not employees ('Eligible Directors').  Eligible employees 
               and directors become 'optionees' when the Administrator grants 
               them an option under this Plan or 'recipients' when they 
               receive a direct grant of Common Stock.  (Optionees and 
               recipients are referred to collectively as 'participants.' The 
               term participant also includes, where appropriate, a person 
               authorized to exercise an Award in place of the original 
               optionee.)  The Administrator may also grant Options or make 
               Stock Grants to consultants and other service providers.

               Employee means any person employed as a common law employee of 
               the Company or an Eligible Subsidiary.

Administrator  The Administrator will be the Compensation Committee of the 
               Board of Directors of the Company (the 'Compensation 
               Committee'), unless the Board specifies another committee.  
               The Board may also act under the Plan as though it were the 
               Compensation Committee.  The Board of Directors of U.S. Office 
               Products Company ('U.S. Office Products'), directly or through 
               a committee of directors, may act as Administrator before U.S. 
               Office Products distributes the Common Stock to U.S. Office 
               Products' stockholders (the 'Distribution').

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                                                      1998 Stock Incentive Plan
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               The Administrator is responsible for the general operation and 
               administration of the Plan and for carrying out its provisions 
               and has full discretion in interpreting and administering the 
               provisions of the Plan.  Subject to the express provisions of 
               the Plan, the Administrator may exercise such powers and 
               authority of the Board as the Administrator may find necessary 
               or appropriate to carry out its functions.  The Administrator 
               may delegate its functions (other than those described in the 
               Granting of Awards section) to officers or other employees of 
               the Company.

               The Administrator's powers will include, but not be limited 
               to, the power to amend, waive, or extend any provision or 
               limitation of any Award.  The Administrator may act through 
               meetings of a majority of its members or by unanimous consent.

Granting of    Subject to the terms of the Plan, the Administrator will, 
Awards         in its sole discretion, determine

                    the participants who receive Awards,

                    the terms of such Awards,

                    the schedule for exercisability or nonforfeitability 
                    (including any requirements that the participant or the 
                    Company satisfy performance criteria),

                    the time and conditions for expiration of the Award, and

                    the form of payment due upon exercise, if any.

               The Administrator's determinations under the Plan need not be 
               uniform and need not consider whether possible participants 
               are similarly situated.

               Options granted to employees may be nonqualified stock options 
               ('NQSOs') or 'incentive stock options' ('ISOs') within the 
               meaning of Section 422 of the Internal Revenue Code of 1986, 
               as amended from time to time (the 'Code'), or the 
               corresponding provision of any subsequently enacted tax 
               statute.  Options granted to Eligible Directors must be NQSOs. 
                The Administrator will not grant ISOs unless the stockholders 
               either have already approved the granting of ISOs or give such 
               approval within 12 months after the grant.

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                                                      1998 Stock Incentive Plan
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                    The Administrator may impose such conditions on or charge 
                    such price for the Stock Grants as it deems appropriate.

     Substitutions  The Administrator may also grant Awards in substitution 
                    for options or other equity interests held by individuals 
                    (i) as a result of their employment by or services to 
                    U.S. Office Products before the Distribution or (ii) who 
                    become Employees of the Company or of an Eligible 
                    Subsidiary as a result of the Company's acquiring or 
                    merging with the individual's employer or acquiring its 
                    assets.  If necessary to conform the Awards to the 
                    interests for which they are substitutes, the 
                    Administrator may grant substitute Awards under terms and 
                    conditions that vary from those the Plan otherwise 
                    requires.  Awards in substitution for U.S. Office 
                    Products' options in connection with the Distribution 
                    will retain their pre-Distribution exercise schedule and 
                    terms (including Change of Control provisions) and 
                    expiration date.

Date of Grant       The Date of Grant will be the date as of which this Plan or 
                    the Administrator grants an Award to a participant, as 
                    specified in the Plan or in the Administrator's minutes.

Exercise Price      The Exercise Price is the value of the consideration that a 
                    participant must provide in exchange for one share of Common
                    Stock. The Administrator will determine the Exercise Price 
                    under each Award and may set the Exercise Price without 
                    regard to the Exercise Price of any other Awards granted at 
                    the same or any other time.  The Company may use the 
                    consideration it receives from the participant for general 
                    corporate purposes.

                    The Exercise Price per share for NQSOs may not be less 
                    than 80% of the Fair Market Value of a share on the Date 
                    of Grant.  If an Option is intended to be an ISO, the 
                    Exercise Price per share may not be less than 100% of the 
                    Fair Market Value (on the Date of Grant) of a share of 
                    Common Stock covered by the Option; provided, however, 
                    that if the Administrator decides to grant an ISO to 
                    someone covered by Sections 422(b)(6) and 424(d) (as a 
                    more-than-10%-stock-owner), the Exercise Price of the 
                    Option must be at least 110% of the Fair Market Value (on 
                    the Date of Grant).

                    The Administrator may satisfy any state law requirements 
                    regarding adequate consideration for Stock Grants by (i) 
                    issuing Common Stock held as treasury stock or (ii) 
                    charging the recipients at least the par value for the 
                    shares covered by the Stock Grant.  The Administrator may 

                                                   Navigant International, Inc.
                                                      1998 Stock Incentive Plan
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               designate that a recipient may satisfy (ii) either by direct 
               payments or by the Administrator's withholding from other 
               payments due to the recipient.

     Fair      Fair Market Value of a share of Common Stock for purposes of the 
     Market    Plan will be determined as follows:
                    if the Common Stock trades on a national securities 
                    exchange, the closing sale price on that date;

                    if the Common Stock does not trade on any such exchange, 
                    the closing sale price as reported by the National 
                    Association of Securities Dealers, Inc. Automated 
                    Quotation System ('Nasdaq') for such date;

                    if no such closing sale price information is available, 
                    the average of the closing bid and asked prices that 
                    Nasdaq reports for such date; or

                    if there are no such closing bid and asked prices, the 
                    average of the closing bid and asked prices as reported 
                    by any other commercial service for such date.

               For any date that is not a trading day, the Fair Market Value 
               of a share of Common Stock for such date shall be determined 
               by using the closing sale price or the average of the closing 
               bid and asked prices, as appropriate, for the immediately 
               preceding trading day.

               The Fair Market Value will be deemed equal to the IPO price 
               for any Options granted as of the date on which the IPO's 
               underwriters price the IPO.

Exercisability The Administrator will determine the times and conditions for 
               exercise of or purchase under each Award but may not extend 
               the period for exercise beyond the tenth anniversary of its 
               Date of Grant (or five years for ISOs granted to 10% owners 
               covered by Code Sections 422(b)(6) and 424(d)).

               Awards will become exercisable at such times and in such 
               manner as the Administrator determines and the Award 
               Agreement, if any, indicates; provided, however, that the 
               Administrator may, on such terms and conditions as it 
               determines appropriate, accelerate the time at which the

                                                   Navigant International, Inc.
                                                      1998 Stock Incentive Plan
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               participant may exercise any portion of an Award or at which 
               restrictions on Stock Grants lapse.  For Stock Grants, 
               'exercise' refers to acceptance of the Award or lapse of 
               restrictions, as appropriate in context.

               If the Administrator does not specify otherwise, Options will 
               become exercisable and restrictions on Stock Grants will lapse 
               as to one-third of the covered shares on each of the first 
               three anniversaries of the Date of Grant; provided, however, 
               that, unless the Administrator specifies otherwise, Options 
               granted on or after the Distribution (other than in 
               substitution for options on USOP stock) will not become 
               exercisable before the second anniversary of the Distribution, 
               will then become exercisable as to 50% of the shares subject 
               to those Options, and will become further exercisable as to an 
               additional 25% on and after the third anniversary and 
               exercisable as to the final 25% on and after the fourth 

               No portion of an Award that is unexercisable at a 
               participant's termination of employment will thereafter become 
               exercisable, unless the Award Agreement provides otherwise, 
               either initially or by amendment.

     Change    Upon a Change of Control (as defined below), all Options held by
     of        current Employees and directors will become fully exercisable 
     Control   and all restrictions on Stock Grants will lapse.  A Change of 
               Control for this purpose means the occurrence, after the 
               Company's IPO, of any one or more of the following events:

                    a person, entity, or group (other than the Company, any 
                    Company subsidiary, any Company benefit plan, or any 
                    underwriter temporarily holding securities for an 
                    offering of such securities) acquires ownership of more 
                    than 50% of the undiluted total voting power of the 
                    Company's then-outstanding securities eligible to vote to 
                    elect members of the Board ('Company Voting Securities');

                    consummation of a merger or consolidation of the Company 
                    into any other entity -- unless the holders of the 
                    Company Voting Securities outstanding immediately before 
                    such consummation, together with any trustee or other 
                    fiduciary holding securities under a Company benefit 
                    plan, hold securities that represent immediately after 
                    such merger or consolidation at least 50% of the 

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                                                      1998 Stock Incentive Plan
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                    combined voting power of the then outstanding voting 
                    securities of either the Company or the other surviving 
                    entity or its parent; or

                    the stockholders of the Company approve (i) a plan of 
                    complete liquidation or dissolution of the Company or 
                    (ii) an agreement for the Company's sale or disposition 
                    of all or substantially all the Company's assets, and 
                    such liquidation, dissolution, sale, or disposition is 

                    Even if other tests are met, a Change of Control has not 
                    occurred under any circumstance in which the Company 
                    files for bankruptcy protection or is reorganized 
                    following a bankruptcy filing.

               The Adjustment Upon Changes in Capital Stock provisions will 
               also apply if the Change of Control is a Substantial Corporate 
               Change (as defined in those provisions).

Limitation on  An Option granted to an employee will be an ISO only to the 
ISOs           extent that the aggregate Fair Market Value (determined at the 
               Date of Grant) of the stock with respect to which ISOs are 
               exercisable for the first time by the optionee during any 
               calendar year (under the Plan and all other plans of the 
               Company and its subsidiary corporations, within the meaning of 
               Code Section 422(d)), does not exceed $100,000. This 
               limitation applies to Options in the order in which such 
               Options were granted.  If, by design or operation, the Option 
               exceeds this limit, the excess will be treated as an NQSO.

Method of      To exercise any exercisable portion of an Award, the participant
Exercise       must:
                    Deliver a written notice of exercise to the Secretary of 
                    the Company (or to whomever the Administrator 
                    designates), in a form complying with any rules the 
                    Administrator may issue, signed by the participant, and 
                    specifying the number of shares of Common Stock 
                    underlying the portion of the Award the participant is 
                    Pay the full Exercise Price, if any, by cashier's or 
                    certified check for the shares of Common Stock with 
                    respect to which the Award is being exercised, unless the 
                    Administrator consents to another form of payment (which 
                    could include the use of Common Stock); and

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                                                      1998 Stock Incentive Plan
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                    Deliver to the Administrator such representations and 
                    documents as the Administrator, in its sole discretion, 
                    may consider necessary or advisable.

               Payment in full of the Exercise Price need not accompany the 
               written notice of exercise provided the notice directs that 
               the stock certificates for the shares issued upon the exercise 
               be delivered to a licensed broker acceptable to the Company as 
               the agent for the individual exercising the option and at the 
               time the stock certificates are delivered to the broker, the 
               broker will tender to the Company cash or cash equivalents 
               acceptable to the Company and equal to the Exercise Price.

               If the Administrator agrees to allow an optionee to pay 
               through tendering Common Stock to the Company, the individual 
               can only tender stock he has held for at least six months at 
               the time of surrender. Shares of stock offered as payment will 
               be valued, for purposes of determining the extent to which the 
               participant has paid the Exercise Price, at their Fair Market 
               Value on the date of exercise.  The Administrator may also, in 
               its discretion, accept attestation of ownership of Common 
               Stock and issue a net number of shares upon Option exercise.

Award          No one may exercise an Award more than ten years after its 
Expiration     Date of Grant (or five years, for an ISO granted to a 
               more-than-10% shareholder).  Unless the Award Agreement 
               provides otherwise, either initially or by amendment, no one 
               may exercise an Award after the first to occur of:

     Employment     The 90th day after the date of termination of 
     Termination    employment (other than for death or Disability), where 
                    termination of employment means the time when the 
                    employer-employee or other service-providing relationship 
                    between the employee and the Company ends for any reason, 
                    including retirement. Unless the Award Agreement provides 
                    otherwise, termination of employment does not include 
                    instances in which the Company immediately rehires a 
                    common law employee as an independent contractor.  The 
                    Administrator, in its sole discretion, will determine all 
                    questions of whether particular terminations or leaves of 
                    absence are terminations of employment;

     Disability     For disability, the earlier of (i) the first anniversary 
                    of the participant's termination of employment for 
                    disability and 

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                                                      1998 Stock Incentive Plan
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                    (ii) 30 days after the participant no longer has a 
                    disability, where 'disability' means the inability to 
                    engage in any substantial gainful activity by reason of 
                    any medically determinable physical or mental impairment 
                    that can be expected to result in death or that has 
                    lasted or can be expected to last for a continuous period 
                    of not less than twelve months; or

     Death          The date 24 months after the participant's death.

               If exercise is permitted after termination of employment, the 
               Award will nevertheless expire as of the date that the former 
               service provider violates any covenant not to compete in 
               effect between the Company and the former employee.  In 
               addition, an optionee who exercises an Option more than 90 
               days after termination of employment with the Company and/or 
               the Eligible Subsidiaries will only receive ISO treatment to 
               the extent permitted by law, and becoming or remaining an 
               employee of another related company (that is not an Eligible 
               Subsidiary) or an independent contractor to the Company will 
               not prevent loss of ISO status because of the formal 
               termination of employment.

               Nothing in this Plan extends the term of an Award beyond the 
               tenth anniversary of its Date of Grant, nor does anything in 
               this Award Expiration section make an Award exercisable that 
               has not otherwise become exercisable.

Award          Award Agreements will set forth the terms of each Award and 
Agreement      will include such terms and conditions, consistent with the 
               Plan, as the Administrator may determine are necessary or 
               advisable.  To the extent the agreement is inconsistent with 
               the Plan, the Plan will govern. The Award Agreements may 
               contain special rules.  The Administrator may, but is not 
               required to, issue agreements for Stock Grants.

Stock Subject  Except as adjusted below under Corporate Changes,
to Plan
                    the aggregate number of shares of Common Stock that may 
                    be issued under the Awards (whether ISOs, NQSOs, or Stock 
                    Grants) may not exceed 25% of the Common Stock 
                    outstanding immediately following the Distribution and 
                    the closing of the IPO,

                    the maximum number of shares that may be subject to ISOs 
                    may not exceed 600,000, and

                                                   Navigant International, Inc.
                                                      1998 Stock Incentive Plan
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                    the maximum number of shares that may be granted under 
                    Awards for a single individual in a calendar year may not 
                    exceed 1,100,000. (The individual maximum applies only to 
                    Awards first made under this Plan and not to Awards made 
                    in substitution of a prior employer's options or other 
                    incentives, except as Code Section 162(m) otherwise 

               The Common Stock will come from either authorized but unissued 
               shares or from previously issued shares that the Company 
               reacquires, including shares it purchases on the open market.  
               If any Award expires, is canceled, or terminates for any other 
               reason, the shares of Common Stock available under that Award 
               will again be available for the granting of new Awards (but 
               will be counted against that calendar year's limit for a given 

               No adjustment will be made for a dividend or other right for 
               which the  record date precedes the date of exercise.

               The participant will have no rights of a stockholder with 
               respect to the shares of stock subject to an Award except to 
               the extent that the Company has issued certificates for, or 
               otherwise confirmed ownership of, such shares upon the 
               exercise of the Award.

               The Company will not issue fractional shares pursuant to the 
               exercise of an Award, but the Administrator may, in its 
               discretion, direct the Company to make a cash payment in lieu 
               of fractional shares.

Person who     During the participant's lifetime, only the participant or his 
may Exercise   duly appointed guardian or personal representative may 
               exercise the Awards. After his death, his personal 
               representative or any other person authorized under a will or 
               under the laws of descent and distribution may exercise any 
               then exercisable portion of an Award.  If someone other than 
               the original recipient seeks to exercise any portion of an 
               Award, the Administrator may request such proof as it may 
               consider necessary or appropriate of the person's right to 
               exercise the Award.

Adjustments    Subject to any required action by the Company (which it shall
upon Changes   promptly take) or its stockholders, and subject to the provisions
in Capital     of applicable corporate law, if, after the Date of Grant of 
Stock          an Award,

                    the outstanding shares of Common Stock increase or 
                    decrease or change into or are exchanged for a different 
                    number or kind of

                                                   Navigant International, Inc.
                                                      1998 Stock Incentive Plan
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                    security because of any recapitalization, 
                    reclassification, stock split, reverse stock split, 
                    combination of shares, exchange of shares, stock 
                    dividend, or other distribution payable in capital stock, 

                    some other increase or decrease in such Common Stock 
                    occurs without the Company's receiving consideration,

               the Administrator may make a proportionate and appropriate 
               adjustment in the number of shares of Common Stock underlying 
               each Award, so that the proportionate interest of the 
               participant immediately following such event will, to the 
               extent practicable, be the same as immediately before such 
               event.  (This adjustment does not apply to Common Stock that 
               the optionee has already purchased nor to Stock Grants that 
               are already nonforfeitable, except to the extent of similar 
               treatment for most stockholders.)  Unless the Administrator 
               determines another method would be appropriate, any such 
               adjustment to an Award will not change the total price with 
               respect to shares of Common Stock underlying the unexercised 
               portion of the Award but will include a corresponding 
               proportionate adjustment in the Award's Exercise Price.

               The Administrator will make a commensurate change to the 
               maximum number and kind of shares provided in the Stock 
               Subject to Plan section.

               Any issue by the Company of any class of preferred stock, or 
               securities convertible into shares of common or preferred 
               stock of any class, will not affect, and no adjustment by 
               reason thereof will be made with respect to, the number of 
               shares of Common Stock subject to any Award or the Exercise 
               Price except as this Adjustments section specifically 
               provides.  The grant of an Award under the Plan will not 
               affect in any way the right or power of the Company to make 
               adjustments, reclassifications, reorganizations or changes of 
               its capital or business structure, or to merge or to 
               consolidate, or to dissolve, liquidate, sell, or transfer all 
               or any part of its business or assets.

  Substantial  Upon a Substantial Corporate Change, the Plan and any 
  Corporate    unexercised Awards will terminate unless provision is made in 
  Change       writing in connection with such transaction for

                    the assumption or continuation of outstanding Awards, or

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                                                      1998 Stock Incentive Plan
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                    the substitution for such options or grants of any 
                    options or grants covering the stock or securities of a 
                    successor employer corporation, or a parent or subsidiary 
                    of such successor, with appropriate adjustments as to the 
                    number and kind of shares of stock and prices, in which 
                    event the Awards will continue in the manner and under 
                    the terms so provided.

               Unless the Board determines otherwise, if an Award would 
               otherwise terminate under the preceding sentence, participants 
               who are then Employees or directors of the Company will have 
               the right, at such time before the consummation of the 
               transaction causing such termination as the Board reasonably 
               designates, to exercise any unexercised portions of the Award, 
               whether or not they had previously become exercisable.  
               However, unless the Board determines otherwise, the 
               acceleration will not occur if it would render unavailable 
               'pooling of interest' accounting for any reorganization, 
               merger, or consolidation of the Company.

               A Substantial Corporate Change means the

                    dissolution or liquidation of the Company,

                    merger, consolidation, or reorganization of the Company 
                    with one or more corporations in which the Company is not 
                    the surviving corporation,

                    the sale of substantially all of the assets of the 
                    Company to another corporation, or

                    any transaction (including a merger or reorganization in 
                    which the Company survives) approved by the Board that 
                    results in any person or entity (other than any affiliate 
                    of the Company as defined in Rule 144(a)(1) under the 
                    Securities Act any Company Subsidiary, any Company 
                    benefit plan, or any underwriter temporarily holding 
                    securities for an offering of such securities) owning 
                    100% of the combined voting power of all classes of stock 
                    of the Company.

Subsidiary     Employees of Company Subsidiaries will be entitled to 
Employees      participate in the Plan, except as otherwise designated by the 
               Board of Directors or the Committee.

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                                                      1998 Stock Incentive Plan
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               Eligible Subsidiary means each of the Company's Subsidiaries, 
               except as the Board otherwise specifies. For ISO grants, 
               Subsidiary means any corporation (other than the Company) in 
               an unbroken chain of corporations beginning with the Company 
               if, at the time an ISO is granted to a Participant under the 
               Plan, each corporation (other than the last corporation in the 
               unbroken chain) owns stock possessing 50% or more of the total 
               combined voting power of all classes of stock in another 
               corporation in such chain.  For ISO purposes, Subsidiary also 
               includes a single-member limited liability company included 
               within the chain described in the preceding sentence.  For 
               NQSOs, the Board or the Administrator can use a different 
               definition of Subsidiary in its discretion.

Legal          The Company will not issue any shares of Common Stock under an
Compliance     Award until all applicable requirements imposed by Federal and 
               state securities and other laws, rules, and regulations, and 
               by any applicable regulatory agencies or stock exchanges, have 
               been fully met.  To that end, the Company may require the 
               participant to take any reasonable action to comply with such 
               requirements before issuing such shares.  No provision in the 
               Plan or action taken under it authorizes any action that is 
               otherwise prohibited by Federal or state laws.

               The Plan is intended to conform to the extent necessary with 
               all provisions of the Securities Act of 1933 ('Securities 
               Act') and the Securities Exchange Act of 1934 and all 
               regulations and rules the Securities and Exchange Commission 
               issues under those laws. Notwithstanding anything in the Plan 
               to the contrary, the Administrator must administer the Plan, 
               and Awards may be granted and exercised, only in a way that 
               conforms to such laws, rules, and regulations.  To the extent 
               permitted by applicable law, the Plan and any Awards will be 
               deemed amended to the extent necessary to conform to such 
               laws, rules, and regulations.

Purchase for   Unless a registration statement under the Securities Act 
Investment     covers the shares of Common Stock a participant receives upon 
and Other      exercise of his Award, the Administrator may require, at the 
Restrictions   time of such exercise or receipt of a grant, that the 
               participant agree in writing to acquire such shares for 
               investment and not for public resale or distribution, unless 
               and until the shares subject to the Award are registered under 
               the Securities Act.  Unless the shares are registered under 
               the Securities Act, the participant must acknowledge:

                                                   Navigant International, Inc.
                                                      1998 Stock Incentive Plan
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                    that the shares purchased on exercise of the Award are not 
                    so registered,

                    that the participant may not sell or otherwise transfer the 
                    shares unless

                         the shares have been registered under the Securities 
                         Act in connection with the sale or transfer thereof, or

                         counsel satisfactory to the Company has issued an 
                         opinion satisfactory to the Company that the sale or 
                         other transfer of such shares is exempt from 
                         registration under the Securities Act, and

                         such sale or transfer complies with all other 
                         applicable laws, rules, and regulations, including all 
                         applicable Federal and state securities laws, rules, 
                         and regulations.

               Additionally, the Common Stock, when issued upon the exercise 
               of an Award, will be subject to any other transfer 
               restrictions, rights of first refusal, and rights of 
               repurchase set forth in or incorporated by reference into 
               other applicable documents, including the Company's articles 
               or certificate of incorporation, by-laws, or generally 
               applicable stockholders' agreements.

               The Administrator may, in its sole discretion, take whatever 
               additional actions it deems appropriate to comply with such 
               restrictions and applicable laws, including placing legends on 
               certificates and issuing stop-transfer orders to transfer 
               agents and registrars.

Tax            The participant must satisfy all applicable Federal, state, 
Withholding    and local income and employment tax withholding requirements 
               before the Company will deliver stock certificates upon the 
               exercise of an Award.  The Company may decide to satisfy the 
               withholding obligations through additional withholding on 
               salary or wages. If the Company does not or cannot withhold 
               from other compensation, the participant must pay the Company, 
               with a cashier's check or certified check, the full amounts 
               required by withholding.  Payment of withholding obligations 
               is due before the Company issues shares with respect to the 
               Award. If the Administrator so determines, the participant may 
               instead satisfy the withholding obligations by directing the 
               Company to retain shares from the Award exercise, by tendering 
               previously owned shares, 

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                                                      1998 Stock Incentive Plan
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               or by attesting to his ownership of shares (with the 
               distribution of net shares).

Transfers,     Unless the Administrator otherwise approves in advance in 
Assignments    writing for estate planning or other purposes, an   Award may 
and Pledges    not be assigned, pledged, or otherwise transferred in any way, 
               whether by operation of law or otherwise or through any legal 
               or equitable proceedings (including bankruptcy), by the 
               participant to any person, except by will or by operation of 
               applicable laws of descent and distribution. If Rule 16b-3 
               then applies to an Award, the participant may not transfer or 
               pledge shares of Common Stock acquired under a Stock Grant or 
               upon exercise of an Option until at least six months have 
               elapsed from (but excluding) the Date of Grant, unless the 
               Administrator approves otherwise in advance in writing.  The 
               Administrator may, in its discretion, expressly provide that a 
               participant may transfer his Award without receiving 
               consideration to (i) members of his immediate family 
               (children, grandchildren, or spouse); (ii) trusts for the 
               benefit of such family members; or (iii) partnerships where 
               the only partners are such family members.

Amendment or   The Board may amend, suspend, or terminate the Plan at any 
Termination    time, without the consent of the participants or their 
of Plan and    beneficiaries; provided, however, that no amendment will 
Options        deprive any participant or beneficiary of any previously 
               declared Award.  Except as required by law or by the Corporate 
               Changes section, the Administrator may not, without the 
               participant's or beneficiary's consent, modify the terms and 
               conditions of an Award so as to adversely affect the 
               participant.  No amendment, suspension, or termination of the 
               Plan will, without the participant's or beneficiary's consent, 
               terminate or adversely affect any right or obligations under 
               any outstanding Awards.

Privileges of  No participant and no beneficiary or other person claiming 
Stock          under or through such participant will have any right, title, 
Ownership      or interest in or to any shares of Common Stock allocated or 
               reserved under the Plan or subject to any Award except as to 
               such shares of Common Stock, if any, already issued to such 

Effect on      Whether exercising or receiving an Award causes the 
Other Plans    participant to accrue or receive additional benefits under any 
               pension or other plan is governed solely by the terms of such 
               other plan. 

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                                                      1998 Stock Incentive Plan
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Limitations    Notwithstanding any other provisions of the Plan, no individual
on             acting as a director, employee, or agent of the Company shall 
Liability      be liable to any participant, former participant, spouse,
               beneficiary, or any other person for any claim, loss, 
               liability, or expense incurred in connection with the Plan, 
               nor shall such individual be personally liable because of any 
               contract or other instrument he executes in such other 
               capacity.  The Company will indemnify and hold harmless each 
               director, employee, or agent of the Company to whom any duty 
               or power relating to the administration or interpretation of 
               the Plan has been or will be delegated, against any cost or 
               expense (including attorneys' fees) or liability (including 
               any sum paid in settlement of a claim with the Board's 
               approval) arising out of any act or omission to act concerning 
               this Plan unless arising out of such person's own fraud or bad 

No Employment  Nothing contained in this Plan constitutes an employment 
Contract       contract between the Company and the participants.  The Plan 
               does not give any participant any right to be retained in the 
               Company's employ, nor does it enlarge or diminish the 
               Company's right to end the participant's employment.

Applicable Law The laws of the State of Delaware (other than its choice of law
               provisions) govern this Plan and its interpretation.

Duration of    Unless the Board extends the Plan's term, the Administrator 
Plan           may not grant Awards after June 8, 2008.  The Plan will then 
               terminate but will continue to govern unexercised and 
               unexpired Awards.

                                                   Navigant International, Inc.
                                                      1998 Stock Incentive Plan
                                                                  Page 15 of 15

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