8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2005

CIBER, INC.
(Exact name of registrant as specified in its charter)

Delaware	0-23488	38-2046833
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5251 DTC Parkway, Suite 1400, Greenwood Village, Colorado		80111
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (303) 220-0100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01. Entry into a Material Definitive Agreement.

Executive Compensation

        In November 2004, the Board of Directors of CIBER, Inc. (the "Company") initiated an executive compensation review by an international, independent third party that specialized in such matters. On March 30, 2005, upon the recommendation of the Compensation Committee of the Board (the "Committee") and after a review of performance and competitive market data provided by such independent human resources consultant retained by the Committee, the Board of Directors approved annual base salaries (effective as of January 1, 2005) for certain of the Company's executive officers. The base salary level of the Company's Chief Executive Officer, Mac J. Slingerlend, was set at $550,000 and the base salary of the Company's Chief Financial Officer, David G. Durham, was set at $300,000. Since the Company's Chief Operating Officer, Edward Longo, is retiring effective April 30, 2005, no change was made to his salary.

        The Committee also established the financial and strategic criteria to be used in determining cash bonus compensation and option grants for the fiscal year for the Chief Executive and Chief Financial Officers. The Chief Executive Officer will be eligible to earn a bonus of approximately 60% of his salary based on performance measures determined by the Committee that include two financial measures, namely Company revenue to 2005's business plan and a specified level of pre-tax income to 2005's business plan, and certain other subjective measures. The Committee determined that the Chief Financial Officer is eligible for a bonus equal to 50% of his salary based on the same criteria. The actual bonus amount payable for the Chief Executive and Chief Financial Officers will be based on a sliding percentage award by which the established performance targets are met or exceeded.

        A copy of Mr. Slingerlend's revised employment agreement effective March 30, 2005 is attached as Exhibit 99.1 to this Form 8-K.

        Also on March 30, 2005, after further discussions on the report provided to the Board by the independent consultant, the Board granted the Chief Executive Officer a one-time grant of 400,000 stock options, pursuant to the Company's 2004 Incentive Plan, to adjust the Chief Executive Officer's long-term incentive compensation to levels comparable with the Company's competitors. The options were granted at an exercise price of $7.18 per share, the closing price per share of the Company's stock reported on the New York Stock Exchange on the date of the grant. Approximately one third of the options vested on the date of the grant and the remaining options will vest ratably over the next three years. In addition, the Chief Executive Officer will be eligible to receive additional annual grants of 200,000 stock options per year for the next three years, beginning with a grant in 2005. The 2005 annual grant was also made on March 30, 2005 at the same price per share as the one-time grant. Approximately one third of each annual grant will vest upon award with the remainder vesting ratably over the next three years. Vesting of these options will accelerate in the event of the Chief Executive Officer's death, disability, retirement, a change of control of the Company, or termination other than for cause.

        On March 1, 1996, the Company entered into a Salary Continuation Retirement Plan (the "Plan") with Mr. Slingerlend where it agreed to make certain post-employment payments to him, except in the event of a termination for cause. The Plan, as amended in May and November 2004, provided that payments will be made for up to 20 years after Mr. Slingerlend's termination of employment with the Company, beginning at age 60, and would range from $102,500 to $125,000 per year, based on Mr. Slingerlend's age at the time of termination of employment. The Committee, upon additional consultation with the independent compensation consulting firm, determined to amend the Plan to align payments with the current cost of living, to delete outdated segments of the vesting table and to conform the Plan to the requirements of new Section 409A of the Internal Revenue Code. Effective March 30, 2005, the Plan is amended to provide that payments will range from $137,500, if Mr. Slingerlend retires at age 59 or younger, to $200,000 per year, based on Mr. Slingerlend's age at the time of termination of employment. Certain other sections of the Plan were amended primarily to comply with recently issued and pending governmental guidelines on such plans.

        A copy of the amended Salary Continuation Retirement Plan is attached as Exhibit 99.2 to this Form 8-K.

Amendment of Bank Line of Credit

        On March 31, 2005, CIBER, Inc. amended its line of credit with Wells Fargo Bank, N.A. Effective with this amendment, the line of credit will automatically reduce to $65 million on March 31, 2005 and again to $50 million on September 30, 2005. Previously, the line of credit was to automatically reduce to $60 million on March 31, 2005. Additionally, this amendment provides that the fiscal quarters ended December 31, 2004 and June 30, 2005 shall be considered consecutive fiscal quarters and the fiscal quarter ended March 31, 2005 shall be excluded from any calculation made for purposes of determining whether our borrowings, which are presently unsecured, shall become secured under the credit facility.

        A copy of the amendment is attached as Exhibit 99.3 to this Form 8-K.

Item 5.02(b) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

        On March 31, 2005, Mr. James A. Rutherford, a director of the Company since its IPO, notified the Company that, after eleven years of service, he has elected not to stand for another three year re-election and will be retiring from the Board following the Company's Annual Meeting of Shareholders to be held on May 3, 2005.

Item 9.01. Exhibits.

99.1

Employment Agreement with Mac J. Slingerlend dated March 30, 2005

99.2

Fourth revision to the CIBER, Inc. Salary Continuation Retirement Plan for Mac J. Slingerlend dated as of March 30, 2005

99.3

Third Amendment to Amended and Restated Credit and Security Agreement dated as of March 31, 2005 between CIBER, Inc. and Wells Fargo Bank, N.A.

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CIBER, Inc.
Date: April 1, 2005	By:	/s/  DAVID G. DURHAM David G. Durham Chief Financial Officer, Senior Vice President and Treasurer

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INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01. Entry into a Material Definitive Agreement.
Item 5.02(b) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Item 9.01. Exhibits.

SIGNATURE

EX-99.1

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Exhibit 99.1

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of March 30, 2005, by and between CIBER, INC., a Delaware corporation ("Corporation"), and MAC J. SLINGERLEND ("Officer").

Recital

        Corporation most recently entered into an Employment Agreement with Officer on February 18, 2004. Corporation and Officer desire to amend and supersede that agreement and continue the employment of the Officer by Corporation, on the terms and subject to the conditions set forth in this Agreement.

Agreement

        THE PARTIES AGREE AS FOLLOWS:

        1.     Duties. Officer agrees to be employed by and to serve Corporation in the position set forth on Exhibit A, and Corporation agrees to employ and retain Officer in such capacity. Officer shall devote all of his business time, energy and skill to the affairs of Corporation. Officer shall have powers and duties commensurate with his position set forth on Exhibit A. Officer shall comply with the general management policies of Corporation as announced from time to time. Officer's principal place of business with respect to his services to Corporation shall be within twenty (20) miles of the central business district of Denver, Colorado, although Officer shall be required at various times to travel as part of his duties.

        2.     Term of Employment. The initial term of employment of Officer by Corporation shall be from the date of this Agreement through December 31, 2005, unless terminated earlier pursuant to this Agreement. This Agreement shall renew automatically for a period of one year on each January 1st hereafter, subject to the termination provisions hereof.

        3.     Salary, Benefits and Bonus Compensation.

        3.1   Base Salary. Corporation agrees to pay to Officer initially a "Base Salary" as set forth on Exhibit A payable in twenty-six (26) equal biweekly installments. The Base Salary for each fiscal year or portion thereof after fiscal year 2004 shall be determined in the sole discretion of the Board of Directors, but shall not be less than $500,000 per annum. In the absence of and until any revised salary determination by the Board, Officer's Base Salary for a particular fiscal year shall be identical to Officer's Base Salary in effect on December 31^st of the immediately preceding fiscal year.

        3.2   Bonuses. Officer shall be eligible to receive a bonus for the fiscal year ending December 31, 2005. Such bonus will be determined in accordance with the formula described on Exhibit A and paid within seventy five (75) days after the year end to which such bonus relates. The bonus for each fiscal year or portion thereof shall be determined in the sole discretion of the Board of Directors.

        3.3   Additional Benefits. During the term of his employment, Officer shall be entitled to the following fringe benefits:

        3.3.1   Officer Benefits. Officer shall be eligible to participate in such of Corporation's benefit and compensation plans as may be generally available to executive officers of Corporation, including, without limitation, profit sharing, employee stock purchase plans, medical, dental, health and annual physical examination plans, life and disability insurance plans, financial planning and retirement programs, according to their terms. All such benefit plans may be amended or discontinued in the sole discretion of Corporation.

        3.3.2   Business Expenses. Corporation shall reimburse Officer for all reasonable and necessary expenses incurred in carrying out his duties under this Agreement, including travel and entertainment expenses. Officer shall present monthly to Corporation an itemized account of such expenses in such form as may be required by Corporation.

        3.3.3   Clubs. Corporation shall pay all initiation fees and dues charged by Glenmoor Country Club and for such additional organizations, if any, as shall be approved by the Board or the Chairman of the Compensation Committee of Corporation.

        3.3.4   Vacation. Officer shall be entitled to vacation time generally available to executive officers of Corporation during which vacation time his compensation shall be paid in full.

        3.3.5   Life Insurance. Upon Officer passing any required physical examination, Corporation shall at its expense procure and keep in effect an unrated insurance policy or policies on the life of Officer in an amount of not less than $1,000,000, payable to such beneficiaries as Officer may from time to time designate. To the extent the Corporation maintains "key man" life insurance on the life of Officer of at least $1,000,000, the Corporation may utilize such insurance to discharge the obligation set forth in the preceding sentence. Such policies shall be owned by Corporation. Officer shall cooperate in the obtaining of all such insurance policies as Corporation may desire to apply for and own for its own purposes. This insurance is in addition to any group life coverage which may be provided to Officer by Corporation.

        3.3.6   Deferred Compensation. Officer shall be entitled to participate in a deferred compensation plan pursuant to and subject to the terms and conditions set forth in a separate agreement between the parties.

        3.4   Option to Acquire Common Stock. Officer has been granted options, pursuant to and subject to the terms and conditions of Corporation's Equity Incentive Plan and the option agreements executed by and between Officer and the Corporation, to purchase certain shares of Corporation's Common Stock at the exercise price or prices stated in the option agreements. Such option agreements remain in effect in accordance with their terms and are unaffected by this Agreement. Unless subsequently changed by the Corporation's Board of Directors, the Corporation will grant Officer options to acquire common stock in the Corporation for 200,000 shares at the first Board meeting in 2006 and 2007, at the then current market price, with vesting equal to 34% on the date of the grant and 22% on the next three anniversaries of the grant date. Any further options shall be granted at the sole discretion of the Corporation's Board of Directors.

        4.     Termination of Employment.

        4.1   Termination for Cause. Termination for Cause (as defined below) of Officer's employment may be effected by Corporation at any time without liability except as specifically set forth in this Subsection. The termination shall be effected by written notification to Officer and shall be effective as of the time set forth in such notice. At the effective time of a Termination for Cause, Officer immediately shall be paid all accrued Base Salary and any reasonable and necessary business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination. In addition, Officer shall be entitled to benefits under any benefit plans of Corporation in which Officer is a participant to the full extent of Officer's rights under such plans.

        4.2   Termination Other Than for Cause. Corporation may effect a Termination Other Than for Cause (as defined below) of Officer's employment at any time upon giving written notice to Officer of such termination and without liability except as specifically set forth in this Subsection. The termination shall be effective as of the time set forth in such notice. At the effective time of any Termination Other Than for Cause, Officer shall immediately be paid all accrued Base Salary and any reasonable and necessary business expenses incurred by Officer in connection with his duties hereunder, all to the effective time of termination. Officer shall also be entitled to any unpaid bonus compensation and such unpaid bonus compensation shall be paid promptly once it has been determined, but no later than sixty (60) days after the first quarter end following termination. Unpaid bonus compensation for the purposes of this Section 4 shall be an amount equal to the product of (i) 5% of the difference between Officer's total accrual basis bonus compensation for the immediately preceding fiscal year (or if such bonus compensation has not been determined, Officer's bonus compensation for the fiscal year preceding such immediately preceding fiscal year) and any amount pre-paid against Officer's bonus compensation for the fiscal year during which termination occurs, and (ii) the number of full calendar months of Officer's employment during the fiscal year in which termination occurs. In addition, Officer shall immediately be paid the percentage of his Base Salary set forth on Exhibit A, unless Officer requests to be paid ratably over the respective period. Officer shall also be entitled to benefits under any benefit plans of Corporation in which Officer is a participant to the full extent of Officer's rights under such plans, and Corporation shall pay Officer's medical, life and disability insurance premiums under Corporation's plans (or shall pay Officer a sum in cash, not to exceed $1,000.00 per month, to pay private plan premiums for coverage substantially the same as Corporation's) for the number of months following termination set forth on Exhibit A.

        4.3   Termination by Reason of Disability. If Officer, in the reasonable judgment of the Board of Directors of Corporation, has failed to perform his duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than six (6) months, then the question of whether Officer's illness or incapacity is reasonably likely to continue shall be submitted to Corporation's or, if disability insurance is maintained by Officer, Officer's disability insurance carrier for determination. In the event such insurance carrier determines that Officer is subject to such an illness or incapacity, Corporation shall have the right to terminate Officer's employment ("Termination for Disability") by written notification to Officer and payment to Officer of all accrued Base Salary, unpaid bonus compensation (prorated as provided in Section 4.2) and any reasonable and necessary business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination. In addition, Officer shall immediately be paid the percentage of his Base Salary set forth on Exhibit A. Officer shall also be entitled to benefits under any benefit plans in which Officer is a participant, including disability benefits which may be provided pursuant to Section 3.3.1, to the full extent of Officer's rights under such plans. In addition, Corporation shall pay Officer's medical, life and disability insurance premiums under Corporation's plans (or shall pay Officer a sum in cash, not to exceed $1,000.00 per month, to pay private plan premiums for coverage substantially the same as Corporation's) for the number of months following termination set forth on Exhibit A.

        4.4   Death. In the event of Officer's death during the term of employment, Officer's employment shall be deemed to have terminated as of the last day of the month during which his death occurs, and Corporation shall pay promptly to his estate (a) all accrued Base Salary, unpaid bonus compensation (as defined in Section 4.2) and any reasonable and necessary business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and proceeds from insurance policies as provided in Section 3.3.5 and (b) the percentage of Officer's Base Salary set forth on Exhibit A payable immediately on the effective day of termination. Officer's estate shall also be entitled to benefits under any benefit plans of Corporation in which Officer is a participant to the full extent of Officer's rights under such plans.

        4.5   Voluntary Termination. In the event of a Voluntary Termination (as defined below) by Officer, Corporation shall immediately pay all accrued Base Salary and any reasonable and necessary business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination.

        4.6   Termination Upon a Change in Control. In the event of a Termination Upon a Change in Control (as defined below), Officer shall immediately be paid all accrued Base Salary, unpaid bonus compensation (as defined in Section 4.2) and any reasonable and necessary business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination. In addition, Officer shall be paid the amount set forth on Exhibit A in bi-weekly or monthly installments, at Corporation's option, over thirty-six (36) months. Officer shall also be entitled to benefits under any benefit plans of Corporation in which Officer is a participant to the full extent of Officer's rights under such plans, and Corporation shall pay Officer's medical, life and disability insurance premiums under Corporation's plans (or shall pay Officer a sum in cash, not to exceed $1,000.00 per month, to pay private plan premiums for coverage substantially the same as Corporation's) for the number of months following termination set forth on Exhibit A. Notwithstanding the foregoing, solely in the event of a Termination Upon a Change in Control, the aggregate amount of severance compensation paid to the Officer under this Agreement or otherwise shall not include any amount that the Corporation is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code or any successor provision.

        4.7   Other Benefits. Nothing in this Article 4 shall be deemed to limit or restrict any right or benefit of Officer under Corporation's Certificate of Incorporation, Bylaws or other documents or agreements of the Corporation applicable to Officer.

        5.     Protection of Corporation's Business.

        5.1   No Competition. Officer shall not, during the term of his employment and for eighteen (18) months following the termination of his employment, work as an employee or independent contractor or become an investor or lender of any business, corporation, partnership or other entity engaged in a Competing Business. An investment by Officer of up to 2% of the outstanding equity in a publicly-traded corporation shall not constitute a violation of this Section 5.1. A "Competing Business" is a business which Corporation has engaged in, or has actively investigated engaging in, at any time during the twenty-four (24) months prior to the termination of Officer's employment in which Officer had responsibility to manage, direct or supervise.

        5.2   No Solicitation of Clients. Officer shall not, during the term of his employment and for eighteen (18) months following the termination of his employment (unless Corporation grants him written authorization): (a) call upon, cause to be called upon, solicit or assist in the solicitation of, any client or potential client of Corporation for the purpose of selling, renting or supplying any product or service competitive with the products or services of Corporation; (b) provide any product or services to any client or potential client of Corporation which is competitive with the products or services of Corporation; or (c) request, recommend or advise any client or potential client to cease or curtail doing business with the Corporation. Any individual, governmental authority, corporation, partnership or other entity to whom Corporation has provided services or products at any time prior to or during Officer's employment or to whom Corporation has made one or more sales or sales calls during the eighteen (18) month period preceding the date of termination of Officer's employment shall be deemed a client or potential client.

        5.3   No Hire of Other Employees or Contractors. Except on behalf of the Corporation, Officer shall not, during the term of his employment and for a period of eighteen (18) months following the termination of his employment: (a) employ, engage or seek to employ or engage any individual or entity, on behalf of Officer or any entity (including a client of Corporation), who is employed or engaged by Corporation or who was employed or engaged by the Corporation during the six (6) month period preceding Officer's termination; (b) solicit, recommend or advise any employee of the Corporation or independent contractor to terminate their employment or engagement with the Corporation for any reason; or (c) solicit recruiting prospects and/or candidates whose files are actively maintained or have been maintained during the last six (6) months prior to Officer's termination by the Corporation.

        6.     Confidentiality.

        6.1   Confidential Information and Materials. All of the Confidential Information and Materials, as defined herein, are and shall continue to be the exclusive confidential property and trade secrets of Corporation. Confidential Information and Materials have been or will be disclosed to Officer solely by virtue of his employment with Corporation and solely for the purpose of assisting him in performing his duties for Corporation. "Confidential Information and Materials" refers to all information belonging to or used by Corporation or Corporation's clients relating to internal operations, procedures and policies, finances, income, profits, business strategies, pricing, billing information, compensation and other personnel information, client contacts, sales lists, employee lists, technology, software source codes, programs, costs, marketing plans, developmental plans, computer programs, computer systems, inventions, developments, personnel manuals, computer program manuals, programs and system designs, and trade secrets of every kind and character, whether or not they constitute a trade secret under applicable law and whether developed by Officer during or after business hours. Officer acknowledges and agrees all Confidential Information and Materials shall, to the extent possible, be considered works made for hire for the Corporation under applicable copyright law. To the extent any Confidential Information and Materials are not deemed to be a work made for hire, Officer hereby assigns to the Corporation any rights he may have or may acquire in such Confidential Information and Materials as they are created, throughout the world, in perpetuity. Further, Officer hereby waives any and all moral rights he may have in such Confidential Information and Materials. Notwithstanding the foregoing, the Corporation acknowledges that it shall have no right to inventions or other material for which no equipment, supplies, facilities or Confidential Information and Material of the Corporation are used and which are developed entirely on Officer's own time and (i) do not relate directly to the business of the Corporation or (ii) do not result from any work performed by Officer hereunder.

        6.2   Non-disclosure and Non-use. Officer may use Confidential Information and Material while an employee of Corporation and in the course of that employment to the extent deemed necessary by Corporation for the performance of Officer's responsibilities. Such permission expires upon termination of his employment with Corporation or on notice from Corporation. Officer shall not, either during or after his employment with Corporation, disclose any Confidential Information or Materials to any person, firm, corporation, association or other entity for any reason or purpose unless expressly permitted by Corporation in writing. Officer shall not use, in any manner other than to further Corporation's business, any Confidential Information or Materials of Corporation. Upon termination of his employment, Officer shall immediately return all Confidential Information or Materials or other property of Corporation or its clients or potential clients in his possession or control.

        7.     Definitions.

        7.1   Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

        7.1.1   "Termination for Cause" shall mean termination by Corporation of Officer's employment by Corporation by reason of Officer's conviction of any felony crime, Officer's willful dishonesty towards, fraud upon or deliberate injury or attempted injury to Corporation or its clients, Officer's material breach of this Agreement, or any material reason that constitutes "cause" under applicable law.

        7.1.2   "Termination Other Than for Cause" shall mean termination by Corporation of Officer's employment by Corporation other than a Termination for Cause, Termination Upon Change in Control, Termination for Disability, or for any or no reason.

        7.1.3   "Termination Upon a Change in Control" shall mean a termination (whether voluntary or involuntary) of Officer's employment with Corporation or any successor thereto within one hundred eighty (180) days from the date on which any of the following occurs: (a) any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the "1934 Act")), other than Bobby G. Stevenson or a trustee or other fiduciary holding securities under an employee benefit plan of Corporation, is or becomes the "beneficial owner" (as defined in Rule 13d3 under the 1934 Act), directly or indirectly, of more than thirty-three percent (33%) of the then outstanding voting stock of Corporation; or (b) at any time during any period of three consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or whose nomination for election by Corporation's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof; or (c) the stockholders of Corporation approve a merger or consolidation of Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders approve a plan of complete liquidation of Corporation or an agreement for the sale or disposition by Corporation of all or substantially all of Corporation's assets.

        7.1.4   "Voluntary Termination" shall mean termination by Officer of Officer's employment with Corporation, but shall not include (i) constructive termination by Corporation by reason of material breach of this Agreement by Corporation; (ii) Termination Upon a Change in Control; and (iii) termination by reason of Officer's death or disability as described in Subsections 4.3 and 4.4. Voluntary Termination shall include a termination by Corporation after its receipt of a notice of an otherwise Voluntary Termination from Officer.

        8.     Remedies.

        8.1   Liquidated Damages.

        8.1.1   If Officer violates Subsection 5.1, Officer shall pay to Corporation the sum of $100,000.00 as liquidated damages to compensate Corporation for its lost investment of money for recruitment, training, cost of replacement, lost revenues and other damages due to the likely disruption of the operation of Corporation's business.

        8.1.2   If Officer violates Subsection 5.2, Officer shall pay to Corporation as liquidated damages the greater of Corporation's gross billings to the client to which products or services are supplied in violation of Subsection 5.2 during the year immediately prior to the first improper solicitation or $12,500.00, to compensate Corporation for its lost revenue, client development expenses and other damages.

        8.1.3   If Officer violates Subsection 5.3, Officer shall pay to Corporation as liquidated damages, in compensation for its recruitment and training costs, lost revenues and other damages, the following sums for each employee or independent contractor hired or engaged in violation of Subsection 5.3:

Employee or Independent Contractor	Amount
Vice-President or other officer	$	100,000
Other Manager or Recruiter	$	50,000
Marketer or other sales personnel	$	50,000
Programmers or other billable personnel	$	12,500
Other office staff	$	5,000

        8.1.4   Officer and Corporation have carefully considered the issue of liquidated damages and after negotiation agree that they are a reasonable compromise after attempting to estimate what the actual damages would be and assessing the risk of collection.

        8.1.5   Officer authorizes Corporation to disclose the terms of Sections 5, 6 and 8 of this Agreement to any subsequent employer or client of Officer.

        8.2   Equitable Remedies. The service rendered by Officer to Corporation and the information disclosed to Officer during his employment are of a unique and special character, and any breach of Sections 5 or 6 hereof will cause Corporation irreparable injury and damage which will be extremely difficult to quantify. Although the parties have agreed on liquidated damages for some of the potential breaches by Officer, they agree that because of the risk of collection and intangibles which are impossible to measure, Corporation will be entitled to, in addition to all other remedies available to it, injunctive relief to prevent a breach and to secure the enforcement of all provisions of Sections 5 and 6. Officer represents his experience and knowledge will enable him to earn an adequate living in a noncompetitive business and that the injunctive relief will not prevent him from providing for himself and his family. Injunctive relief may be granted immediately upon the commencement of any such action without notice to Officer, WHICH NOTICE OFFICER SPECIFICALLY WAIVES.

        8.3   Costs. If litigation is brought to enforce or interpret any provision contained herein, the court shall award reasonable attorneys' fees and disbursements to the prevailing party as determined by the court.

        8.4   Severability. THE PARTIES HAVE CAREFULLY CONSIDERED ALL OF SECTIONS 5, 6 AND 8 AND AGREE THAT THEY REPRESENT A PROPER BALANCING OF THEIR INTERESTS AND WILL NOT PREVENT OFFICER FROM EARNING A LIVING AFTER TERMINATION OF HIS EMPLOYMENT. It is the express intent of the parties hereto that the obligations of, and restrictions on, the parties as provided in Sections 5 and 6 shall be enforced and given effect to the fullest extent legally permissible. If, in any judicial proceeding, a court shall refuse to enforce one or more of the covenants or agreements contained in this Agreement because the duration thereof is too long, the scope thereof is too broad or some other reason, for the purpose of such proceeding, the court may reduce such duration or scope to the extent necessary to permit the enforcement of such obligations and restrictions.

        9.     Miscellaneous.

        9.1   Payment Obligations. Corporation's obligation to pay Officer the compensation provided herein is subject to the condition precedent that Officer perform his obligations; provided, however, Officer shall have no obligation whatsoever to mitigate damages hereunder in the event of a Termination Other Than for Cause.

        9.2   Directors' and Officers' Insurance. Corporation shall use its best efforts to obtain coverage for Officer under any insurance policy now in force or hereafter obtained during the term of this Agreement insuring officers and directors of Corporation for liability incurred by reason of the fact that Officer is or was a director or officer of Corporation or, while serving as a director or officer of Corporation, he is or was serving at the request of Corporation as a director, officer, partner or trustee of, or in any similar managerial or fiduciary position of, or as an employee or agent of, another corporation, partnership, joint venture, trust, association, or other entity.

        9.3   Waiver. The waiver of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or other provision hereof.

        9.4   Entire Agreement; Modifications. This Agreement represents the entire understanding between the parties with respect to the subject matter hereof, and this Agreement supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof, including, without limitation, any understandings, agreements or obligations respecting any past or future compensation, bonuses, reimbursements or other payments to Officer from Corporation. All modifications to this Agreement must be in writing and signed by the party against whom enforcement of such modification is sought; provided, however, that the provisions concerning Base Salary (subject to the limitation in Section 3.1) and Bonus set forth on Exhibit A may be modified at any time by the Board of Directors in its sole discretion.

        9.5   Notices. All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery, or first-class mail, certified or registered with return receipt requested, or by commercial overnight courier or by fax and shall be deemed to have been duly given upon hand delivery, three (3) days after mailing, the first business day following delivery to a commercial overnight courier or upon receipt of a fax (as confirmed by a machine generated report), addressed as follows:

If to Corporation:

CIBER, INC.
5251 DTC Parkway, #1400
Englewood, Colorado 80111
Attention: Bob G. Stevenson

With a copy to:

Doug Wright
Faegre & Benson
3200 Wells Fargo Center
1700 Lincoln Street
Denver, CO 80203-4532

If to Officer:

Mac J. Slingerlend
5251 DTC Parkway, #1400
Englewood, Colorado 80111

Any party may change such party's address for notices by notice given pursuant to this Section 9.5.

        9.6   Headings. The Section headings herein are intended for reference and shall not by themselves determine the construction or interpretation of this Agreement.

        9.7   Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without application of its conflict of laws rules. Officer hereby submits to the exclusive jurisdiction and venue of the District Court of the State of Colorado for the City and County of Denver or the United States District Court for the District of Colorado for purposes of any legal action. Officer agrees that service upon Officer in any such action may be made by first-class mail, certified or registered, in the manner provided for delivery of notices in Section 9.5.

        9.8   Severability. Should a court or other body of competent jurisdiction determine that any provision of this Agreement is excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and all other provisions of the Agreement shall be deemed valid and enforceable to the extent possible.

        9.9   Survival of Corporation's Obligations. Corporation's obligations hereunder shall not be terminated by reason of any liquidation, dissolution, bankruptcy, cessation of business or similar event relating to Corporation. This Agreement shall not be terminated by any merger or consolidation or other reorganization of Corporation. In the event any such merger, consolidation or reorganization shall be accomplished by transfer of stock or by transfer of assets or otherwise, the provisions of this Agreement shall be binding upon and inure to the benefit of the surviving or resulting corporation or person. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, successors and assigns of the parties; provided, however, that except as provided in this Subsection in the event of a merger, consolidation or reorganization of the Corporation, including the sale of substantially all of its assets, this Agreement shall not be assignable either by Corporation or by Officer.

        9.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same Agreement.

        9.11 Withholdings. All compensation and benefits to Officer hereunder shall be reduced by all federal, state, local and other withholdings and similar taxes and payments required by applicable law. Corporation may withhold amounts due it from Officer from amounts due under this Agreement to Officer.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

OFFICER		CIBER, INC., a Delaware corporation
By:	/s/  MAC J. SLINGERLEND Mac J. Slingerlend	By:	/s/  BOBBY G. STEVENSON Bobby G. Stevenson Chairman of the Board of Directors

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EMPLOYMENT AGREEMENT

EX-99.2

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Exhibit 99.2

CIBER, INC.
SALARY CONTINUATION RETIREMENT PLAN FOR
MAC J. SLINGERLEND
Revised as of March 30, 2005

        THIS PLAN is adopted by CIBER, Inc., a Delaware corporation (the "Company"), as of the Effective Date, for the purpose of providing certain salary continuation retirement benefits to MAC J. SLINGERLEND (the "Participant").

        1.     Definitions. The following definitions apply to terms used in this Plan:

        1.1   "Benefit Amount" means an appropriate amount below, based on the Participant's attained age when the Participant's employment with the Company terminates, times the tenure as described in Section 3.1 below:

Participant's Age at Termination of Employment	Amount
59 or younger	$	137,500
60-61	$	150,000
62-64	$	175,000
65 or older	$	200,000

        1.2   "Beneficiary" means the beneficiary determined under section 4 to receive any benefits under the Plan that become payable after the death of the Participant.

        1.3   "Benefit Commencement Date" means six month and one day after the date on which the Participant is no longer employed by the Company.

        1.4   "Company" means CIBER, Inc., a Delaware corporation.

        1.5   "Effective Date" means the date of adoption of this Plan by the Company, which is indicated at the end of the Plan document.

        1.6   "Participant" means MAC J. SLINGERLEND.

        1.7   "Plan" means this CIBER, Inc. Salary Continuation Retirement Plan for Mac J. Slingerlend, as set forth in herein and as may hereafter be amended from time to time.

        1.8   "Spouse" means with respect to the Participant, the person to whom the Participant is legally married, or to whom he was legally married at the time of his death. The term "spouse" specifically excludes a former spouse if the marriage was terminated by divorce, annulment, or dissolution, rather than by the death of one of the parties.

        2.     Purposes. The Participant is a valued employee of the Company. The Company recognizes that the Participant has performed his services with ability and distinction, and that the growth and success of the Company's business reflects and will reflect the services rendered by the Participant. To reward and retain the services of the Participant, and to assist the Participant in providing for the contingencies of retirement, the Company adopts this Plan to provide certain salary continuation retirement benefits to the Participant or the Participant's Beneficiary. The Company and the Participant intend that: (a) this Plan is unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974; (b) this Plan is maintained by the Company primarily for the purpose of providing deferred compensation for the Participant; and (c) the Participant is one of a select group of management or highly compensated employees of the Company.

        3.     Salary Continuation Benefits.

        3.1   Payment of Benefits. The Benefit Amount under this Plan shall be based on the Schedule in Section 1.1 above; provided, however, if Participant's employment terminates subsequent to a Change of Control of the Company, as determined pursuant to Participant's then current Employment Agreement with the Company, then the Benefit Amount shall be 150% of the Amount listed at "60 - 61" in Section 1.1. above, times the Participant's tenure at the Company (equal to one year of payments for each full and partial year of employment, not to exceed twenty years). The Company shall, promptly after the Participant's employment has been terminated, set aside in a restricted account the present value of the Benefit Amount, calculated using a discount rate of 6% during 2005, 5.5% during 2006, and 5% thereafter. Upon such prepayment, the Company shall have no further obligations under this Plan. If, however, both the Participant and the Beneficiary named pursuant to Section 4.1 below are simultaneously deceased or none is currently named, the Company shall make a lump sum payment in cash within ninety (90) days to the estate of the Participant, such payment shall equal fifty percent (50%) of the present value as calculated below in this Section, with such payment not exceeding $500,000.00 and any remainder accrual shall revert to the Company.

        3.2   Forfeiture of Benefits on Termination for Cause. If the Participant's employment with the Company is terminated for cause, either before or after the Benefit Commencement Date, then any benefits not actually paid prior to the time of termination shall be forfeited, and no further salary continuation benefits shall be payable under this Plan. For this purpose, "cause" means (a) commission of a felony, or (b) fraud or misappropriation or intentional material damage to the property or business of the Company, provided that such "cause" shall have been found by a majority vote (other than the Participant, if he is a member of the Board of Directors) of the members of the Board of Directors of the Company.

        3.3   Recipient. The Benefit Amount under his Plan shall be paid as follows:

        a.     Payments that become payable during the Participant's lifetime shall be from the restricted account for the benefit of the Participant.

        b.     Payments that become payable following the Participant's death shall be from the restricted account for the benefit the Participant's Beneficiary, except in the case of the reduced payment outlined in Section 3.1 above.

        4.     Beneficiary.

        4.1   Designation. The Participant may from time to time designate a Beneficiary to receive amounts that may become payable under this plan following the Participant's death. The Participant may at any time revoke or change any previous beneficiary designation. Any beneficiary designation or any revocation or change of a previous beneficiary designation shall be in writing, shall be signed by the Participant, shall be effective only upon its actual receipt by the Company, and shall be in the form of Exhibit A attached hereto.

        4.2   No Designated beneficiary. If there is no beneficiary designation in effect for the Participant at the time when any amounts become payable to the participant's Beneficiary, or if the Beneficiary designated by the Participant is not then living or in existence, then the Participant's Beneficiary shall be, and the payment(s) shall be made to:

        a.     The Participant's surviving Spouse, if any;

        b.     The Participant has no surviving Spouse, then to the Participant's personal representative, to be distributed as a part of the Participant's estate.

        4.3   Withholding Benefits. If the Company is in doubt as to the proper Beneficiary to receive any payment under this plan, the Company may withhold payment until the matter is finally adjudicated.

        4.4   Incompetent Payee. If the Participant or any Beneficiary is a minor or otherwise legally incompetent, the Company may make payment to the Participant's or Beneficiary's conservator or legal guardian or, in the sole and absolute discretion of the Company, to the Participant's or Beneficiary's parent or another relative of the Beneficiary. The receipt of a conservator, guardian, parent or other relative to whom a payment is made under this section shall be a complete discharge of the Company, and the Company shall have obligation to see to the application of any payment so made.

        4.5   Discharge of Company. Any payment made by the Company in good faith and in accordance with the provisions of this Plan shall fully discharge the Company from all further obligations with respect to that payment.

        5.     Relationship to Other Agreements. This Plan does not constitute a contract of employment between the Company and the Participant. No provision of this Plan shall restrict the right of the Company to discharge or terminate the Employment of the Participant, nor the right of the Participant to terminate the Participant's employment with the Company.

        6.     Unfunded Plan.

        6.1   Company's Obligations. The Company's obligations under this Plan shall be an unsecured promise to make benefit payments in the future. Prior to Participant's no longer being employed by the Company, the Company shall not be obligated to set aside in a restricted account its financial obligations under this Plan, unless subject to Change of Control of the Company, in which case the Company (or successor to the Company) shall do so.

        6.2   Rights of Participants and Beneficiaries. In seeking to enforce payment of benefits under this Plan, the Participant or the Participant's Beneficiary shall have the status and rights, but only the status and rights, of general unsecured creditors of the Company until such restricted account is established.

        6.3   No Rights in Specific Assets. Except as provided in Sections 6.1 and 6.2 above, no assets held, or acquired in the future, by the Company, shall be considered to be held or acquired in connection with or as security for the liabilities of the Company pursuant to this Plan, and shall not be deemed to be held under any trust for the benefit of the Participants or their Beneficiaries, or be deemed security for the performance of the obligations of the Company under this plan, but shall be and remain general, unpledged and unrestricted assets of the Company. The Participant hereby acknowledges that the Participant's participation in the acquisition of any general asset for the Company shall not constitute a representation to the Participant, the Participant's Beneficiary, or any other person claiming through the Participant, that any of them has any special or beneficial interest in any general asset of the Company.

        7.     Inalienability. Except as specifically provided in this Plan with respect to the Participant's right to designate a Beneficiary, the Participant's right to benefits hereunder is personal to the Participant, and neither the Participant nor the Participant's Beneficiary shall have any right to anticipate, sell, assign, mortgage, pledge, or otherwise dispose of or encumber any of the benefits provided for under this Plan, nor shall such benefits be liable for the debts or obligations of the Participant or the Participant's Beneficiary, or be subject to attachment, garnishment, execution, creditors bill, or other legal or equitable process.

        8.     Claims Procedure. The following provisions are part of the Plan and are intended to meet the requirements of the Employee Retirement Income Security Act of 1974:

        8.1   Named Fiduciary. The "named Fiduciary" is the Company.

        8.2   Unfunded Plan. This Plan is unfunded, except as provided in Section 6 above.

        8.3   Claims Procedure.

        a.     Claim. A person who believes that he or she is being denied a claim for benefits to which he or she is entitled under this Plan (a "Claimant") may file a written request for such benefits to with the Company, setting forth the claim. The request must be addressed to the President of the Company at the Company's then principal place of business.

        b.     Decision on a Claim. If a claim is denied, the President shall deliver a written explanation to the Claimant, setting forth: (a) the specific reason or reasons for the denial; (b) references to the pertinent provisions of this Plan on which the denial is based; (c) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why that material or information is necessary; (d) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (e) the time limit for requesting a review of the claim under section 8.4.c. The written explanation shall be delivered to the Claimant within 90 days after receipt of the claim by the Company.

        c.     Review of a Denied Claim. A Claimant shall have 60 days following receipt of the denial of a claim to request a review of the denial. A request for review shall be in writing and addressed to the President at the Company's then principal place of business. The Claimant may submit pertinent documents and written issues and comments. The President shall review the denial of the claim, and shall furnish the Claimant with a decision on review within 60 days after receipt of the Claimant's request for review. The decision on review shall be in writing, shall be written in a manner calculated to be understood by the Claimant, and shall include specific reasons for the decision and specific references to the pertinent provisions of this Plan on which the decision is based.

        9.     Miscellaneous.

        9.1   Amendment or Termination. This Plan may be amended or terminated only in a written instrument signed by both the Company and the Participant.

        9.2   Inurement. The terms of this Plan shall be binding upon, and shall inure to the benefit of, the Company, the Participant, the Participant's Beneficiary, and their respective heirs, personal representatives, successors, and permitted assigns.

        9.3   Governing Law. This Plan shall be governed by and construed in accordance with the laws of the State of Colorado.

        IN WITNESS WHEREOF, the Company has adopted this Plan effective as of the date indicated below.

	"Company"
	CIBER, Inc., a Delaware corporation
Effective date:
March 30, 2005	By:	/s/  BOBBY G. STEVENSON
	Name:	Bobby G. Stevenson
	Title:	Chairman of the Board of Directors

EXHIBIT A

Beneficiary Designation

        I am the Participant in the CIBER, Inc. Salary Continuation Retirement Plan for Mac J. Slingerlend (the "Plan"). Pursuant to Section 4 of the Plan, I hereby designate the following as my Beneficiary or Beneficiaries to receive any benefit payments that may be payable under the Plan following my death:

        Beneficiary:    Maria M. Slingerlend, wife

        As provided in the Plan, I reserve the right to revoke or change this Beneficiary Designation from time to time in the manner provided in the Plan.

        The definitions set forth in the Plan shall apply to capitalized terms used in this Beneficiary Designation.

March 30, 2005 Date /s/  MAC J. SLINGERLEND Signature of Participant

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CIBER, INC. SALARY CONTINUATION RETIREMENT PLAN FOR MAC J. SLINGERLEND Revised as of March 30, 2005

EX-99.3

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Exhibit 99.3

THIRD AMENDMENT TO AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT

        This Amendment, dated as of March 31, 2005, is made by and between CIBER, INC., a Delaware corporation (the "Borrower"), and WELLS FARGO BANK, N.A. (the "Lender").

Recitals

        The Borrower and the Lender are parties to an Amended and Restated Credit and Security Agreement dated as of August 15, 2003, as amended by that certain First Amendment to Amended and Restated Credit and Security Agreement, dated as of March 31, 2004 and that certain Second Amendment to Amended and Restated Credit and Security Agreement, dated as of October 1, 2004 (as so amended, the "Credit Agreement"). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise specified.

        The Borrower has requested that certain amendments be made to the Credit Agreement, which the Lender is willing to make pursuant to the terms and conditions set forth herein.

        NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:

        1.     Defined Terms. Capitalized terms used in this Amendment which are defined in the Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein. In addition, Section 1.1 of the Credit Agreement is hereby amended by adding or amending, as the case may be, the following definitions:

        "Maximum Line" means $75,000,000, which amount shall automatically be reduced to $65,000,000 on March 31, 2005, which amount shall automatically be reduced to $50,000,000 on September 30, 2005, unless said amount is reduced pursuant to Section 2.13, in which event it means such lower amount.

        "Security Event" means the occurrence of any of the following events (the occurrence of which shall be determined by the Lender in its good faith discretion): (i) the outstanding principal balance of the Revolving Note (as measured on the last day of each of two consecutive fiscal quarters) exceeds $40,000,000 for a period of two consecutive fiscal quarters (provided that (a) the fiscal quarter ending March 31, 2005 will not be included in any such calculation and (b) the fiscal quarter ending December 31, 2004 and the fiscal quarter ending June 30, 2005 shall be deemed to be two consecutive fiscal quarters for purposes of this calculation), (ii) at any time on or after March 31, 2005, the ratio of Total Funded Indebtedness divided by the Borrower's EBITDA, determined as at the end of each fiscal quarter, exceeds 4.00 to 1.00 or (iii) an Event of Default occurs.

        2.     Section 2.5(a)(i) is hereby amended to read in its entirety as follows:

        "(i) $15,000,000 less the L/C Amount, or"

        3.     No Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the Credit Agreement shall remain in full force and effect and shall apply to any advance or letter of credit thereunder.

        4.     Conditions Precedent. This Amendment shall be effective when the Lender shall have received an executed original hereof, together with the Acknowledgment and Agreement of Guarantors set forth at the end of this Amendment, duly executed by each Guarantor, each in substance and form acceptable to the Lender in its sole discretion.

        5.     Representations and Warranties. The Borrower hereby represents and warrants to the Lender as follows:

        (a)   The Borrower has all requisite power and authority to execute this Amendment and to perform all of its obligations hereunder, and this Amendment has been duly executed and delivered by the Borrower and constitute the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms.

        (b)   The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to the Borrower, or the articles of incorporation or by-laws of the Borrower, or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected.

        (c)   All of the representations and warranties contained in Article V of the Credit Agreement are correct on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.

        6.     References. All references in the Credit Agreement to "this Agreement" shall be deemed to refer to the Credit Agreement as amended hereby; and any and all references in the Security Documents to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended hereby.

        7.     No Waiver. The execution of this Amendment and acceptance of any documents related hereto shall not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or breach, default or event of default under any Security Document or other document held by the Lender, whether or not known to the Lender and whether or not existing on the date of this Amendment.

        8.     Release. The Borrower, and each Guarantor by signing the Acknowledgment and Agreement of Guarantors set forth below, each hereby absolutely and unconditionally releases and forever discharges the Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which the Borrower or such Guarantor has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

        9.     Costs and Expenses. The Borrower hereby reaffirms its agreement under the Credit Agreement to pay or reimburse the Lender on demand for all costs and expenses incurred by the Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, the Borrower specifically agrees to pay all fees and disbursements of counsel to the Lender for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. The Borrower hereby agrees that the Lender may, at any time or from time to time in its sole discretion and without further authorization by the Borrower, make a loan to the Borrower under the Credit Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and expenses.

        10.   Miscellaneous. This Amendment and the Acknowledgment and Agreement of Guarantors may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.

[The remainder of this page intentionally left blank.]

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

WELLS FARGO BANK, N.A.		CIBER, INC.
By:	/s/  CATHERINE M. JONES	By:	/s/  DAVID G. DURHAM
Name:	Catherine M. Jones	Name:	David G. Durham
Its:	Vice President	Its:	Chief Financial Officer

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THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT