CIBER INC, S-3/A, 1998-01-22

CIBER INC
S-3/A, 1998-01-22
COMPUTER PROGRAMMING SERVICES

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1998

REGISTRATION NO. 333-43857
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2

TO
FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

------------------------

CIBER, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 38-2046833
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

5251 DTC PARKWAY, SUITE 1400
ENGLEWOOD, COLORADO 80111
(303) 220-0100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)

------------------------

Copies to:

<TABLE>
<S> <C> <C>
RONALD R. LEVINE, II, ESQ. MARK A. BERTELSEN, ESQ. MICHAEL J. SCHIAVONE, ESQ.
J. JUSTYN SIRKIN, ESQ. WILSON SONSINI GOODRICH & BROWN & WOOD LLP
DAVIS, GRAHAM & STUBBS LLP ROSATI ONE WORLD TRADE CENTER
370 SEVENTEENTH STREET, SUITE 650 PAGE MILL ROAD NEW YORK, NEW YORK 10048
4700 PALO ALTO, CALIFORNIA 94304 (212) 839-5300
DENVER, COLORADO 80202 (650) 493-9300
(303) 892-9400
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
------------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. /X/

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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- --------------------------------------------------------------------------------
<PAGE>

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JANUARY 22, 1998

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THIS REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS

1,842,050 SHARES

[LOGO]

COMMON STOCK

------------------

This Prospectus relates to 1,842,050 shares of Common Stock, par value $.01
per share (the "Common Stock"), of CIBER, Inc., a Delaware corporation (the
"Company"), which may be delivered by Merrill Lynch & Co., Inc. ("ML & Co.")
upon payment and discharge of the Structured Yield Product Exchangeable for
Stock-SM-, % STRYPES-SM- Due , 2001 of ML & Co. (each a "STRYPES")
at maturity, subject to ML & Co.'s right to deliver an amount in cash with an
equal value. ML & Co. has granted the Underwriter of the STRYPES (as defined
herein) an option for 30 days to purchase additional STRYPES, solely to cover
over-allotments, if any. Such additional STRYPES may be paid and discharged by
ML & Co. at their maturity by delivery of up to an additional 276,308 shares of
Common Stock to which this Prospectus also relates.

All of the shares of Common Stock covered hereby are beneficially owned by
Bobby G. Stevenson, the Company's Chairman and Chief Executive Officer, through
the Bobby G. Stevenson Revocable Trust (the "Trust"), of which Mr. Stevenson is
the settlor, trustee and beneficiary (Mr. Stevenson, individually and as
settlor, beneficiary and trustee of the Trust, is hereinafter referred to as the
"Contracting Stockholder"). The Contracting Stockholder may deliver such shares
of Common Stock to a wholly owned subsidiary of ML & Co. (the "ML & Co.
Subsidiary") pursuant to a forward purchase contract (the "Forward Purchase
Contract") among the Contracting Stockholder, ML & Co., the ML & Co. Subsidiary
and The Bank of New York, as collateral agent. In lieu of delivering shares of
Common Stock, the Contracting Stockholder has the right to satisfy his
obligations under the Forward Purchase Contract by delivering cash with an equal
value. Such right, if exercised by the Contracting Stockholder, must be
exercised with respect to all shares of Common Stock deliverable pursuant to the
Forward Purchase Contract. The Company will not receive any of the proceeds from
the sale of any STRYPES or from any sale of such Common Stock.

The STRYPES are offered by a separate prospectus of ML & Co. (the "STRYPES
Prospectus"). This Prospectus relates only to the Common Stock covered hereby
and does not relate to the STRYPES. THE COMPANY TAKES NO RESPONSIBILITY FOR ANY
INFORMATION INCLUDED IN OR OMITTED FROM THE STRYPES PROSPECTUS. THE STRYPES
PROSPECTUS DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS, NOR IS IT INCORPORATED
BY REFERENCE HEREIN. Because the STRYPES are a separate security issued by ML &
Co. for which the Company has no responsibility, an investment in the STRYPES
may have materially different characteristics from a direct investment in the
Common Stock.

SEE "RISK FACTORS" COMMENCING ON PAGE 8 OF THIS PROSPECTUS FOR CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE COMMON STOCK.

The Common Stock is traded on the New York Stock Exchange, Inc. ("NYSE")
under the trading symbol "CBR." On January 21, 1998, the last reported sale
price of the Common Stock on the NYSE was $57 1/4 per share. See "Price Range of
Common Stock."

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------

- -SM-Service mark of Merrill Lynch & Co., Inc.

The date of this Prospectus is , 1998.
<PAGE>
IN CONNECTION WITH THE OFFERING OF THE STRYPES, MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED (THE "UNDERWRITER OF THE STRYPES") MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
COMMON STOCK. SUCH TRANSACTIONS MAY INCLUDE STABILIZING AND THE PURCHASE OF
STRYPES TO COVER SHORT POSITIONS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"PLAN OF DISTRIBUTION."

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a Registration Statement on Form S-3
(including the exhibits and amendments thereto, the "Registration Statement")
pursuant to the Securities Act of 1933, as amended (the "Securities Act") with
respect to the shares of Common Stock covered by this Prospectus. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain portions of which are omitted as permitted by the rules and
regulations of the Commission and to which reference is hereby made. Statements
contained in this Prospectus regarding the contents of any contract, agreement
or any other document referred to herein are not necessarily complete. With
respect to each such contract, agreement or other document filed or incorporated
by reference as an exhibit to the Registration Statement or as an exhibit to
documents incorporated by reference in this Prospectus, reference is made to the
copy of such contract, agreement or other document filed as an exhibit to the
Registration Statement or such other document for a more complete description of
the matter involved, and each such statement shall be deemed qualified in all
respects by such reference. Copies of the Registration Statement, of which this
Prospectus is a part, together with such exhibits may be obtained, upon payment
of the fee prescribed by the Commission, or may be examined without charge, at
the office of the Commission.

The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (collectively, the "Exchange Act"), and, in accordance therewith,
files annual and quarterly reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information may be
inspected and copies of such materials may be obtained from the Public Reference
Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following regional offices of the Commission:
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; and 7 World Trade Center, 13th Floor, New York, New York 10048, upon
payment of the charges prescribed therefor by the Commission.

In addition, the Common Stock is listed on the NYSE and the Company is
required to file reports, proxy statements, confirmation statements and other
information with the NYSE. These documents may be inspected at the principal
office of the NYSE at 20 Broad Street, New York, New York 10005. Further, since
May 7, 1996, the Company has been filing documents with the Commission through
the Electronic Data Gathering, Analysis and Retrieval System. Accordingly,
copies of documents filed by the Company with the Commission on or after May 7,
1996, as well as copies of the Registration Statement (including the exhibits
filed therewith), are also available through the Commission's web site
(http://www.sec.gov).

All information contained in this Prospectus relating to the Contracting
Stockholder or to the proposed or potential methods of distribution of the
Common Stock covered hereby and all information contained herein regarding the
STRYPES, the Forward Purchase Contract and the proposed STRYPES offering has
been supplied by ML & Co. or the Contracting Stockholder.

It is contemplated that this Prospectus will be provided only to persons who
are prospective purchasers of STRYPES, which persons shall simultaneously
receive from the Underwriter of the STRYPES a STRYPES Prospectus relating to the
offer and sale of the STRYPES. This Prospectus is not intended, and has not been
authorized to be used, for any purpose other than to provide legally required
information to prospective purchasers of STRYPES who also have received the
STRYPES Prospectus.

2
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

THIS PROSPECTUS INCORPORATES CERTAIN DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS (OTHER THAN EXHIBITS TO
SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE)
ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED
UPON WRITTEN OR ORAL REQUEST DIRECTED TO CIBER, INC., 5251 DTC PARKWAY, SUITE
1400, ENGLEWOOD, COLORADO 80111. ATTENTION: INVESTOR RELATIONS, TELEPHONE: (303)
220-0100.

The information in the following documents filed by the Company with the
Commission (File No. 0-23488) pursuant to the Exchange Act is incorporated by
reference in this Prospectus:

(a) Annual Report on Form 10-K for the year ended June 30, 1997, filed with
the Commission on September 19, 1997;

(b) Quarterly Report on Form 10-Q for the three months ended September 30,
1997, filed with the Commission on November 12, 1997;

(c) Current Reports on Form 8-K filed with the Commission on each of July
21, 1997, August 28, 1997, October 15, 1997, November 4, 1997, December
5, 1997 and January 14, 1998; and

(d) Registration Statement on Form S-1, as amended, dated as of March 17,
1994 (No. 33-74774), with respect to the information contained under the
heading "Description of Capital Stock," which information was
incorporated by reference into the Registration Statement on Form 8-A,
filed with the Commission on February 25, 1994.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of filing of the initial
Registration Statement and prior to the termination of this offering shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.

Any statements made herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which is also incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

The information relating to the Company contained in this Prospectus should
be read together with the information in the documents incorporated by
reference.

3
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS AND
NOTES THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS OR INCORPORATED BY
REFERENCE HEREIN. ALL REFERENCES TO A PARTICULAR "FISCAL YEAR" SHALL REFER TO
THE 12 MONTHS ENDED JUNE 30 OF THE YEAR REFERENCED. AS USED IN THIS PROSPECTUS,
THE TERM "ACQUISITION" REFERS TO BUSINESS COMBINATIONS ACCOUNTED FOR AS
PURCHASES AND THE TERM "MERGER" REFERS TO BUSINESS COMBINATIONS ACCOUNTED FOR AS
POOLINGS OF INTERESTS. EXCEPT AS CONTAINED IN THE RECENT DEVELOPMENTS SECTION OF
THIS PROSPECTUS SUMMARY, NONE OF THE FINANCIAL INFORMATION CONTAINED HEREIN HAS
BEEN UPDATED TO REFLECT ANY MERGER OR ACQUISITION SUBSEQUENT TO JUNE 30, 1997.
FOR INFORMATION REGARDING RECENT BUSINESS COMBINATIONS, SEE "RECENT
DEVELOPMENTS." ALL REFERENCES TO THE "COMPANY" REFER TO CIBER, INC. AND ITS
SUBSIDIARIES UNLESS OTHERWISE INDICATED. INVESTORS SHOULD CAREFULLY CONSIDER THE
INFORMATION SET FORTH UNDER THE HEADING "RISK FACTORS."

THE COMPANY

The Company is a nationwide provider of information technology consulting,
including application software staff supplementation, management consulting
solutions for "business/IT" problems, package software implementation services,
system life-cycle project responsibility, millennium date change conversion
services and networking procurement and engineering services.

The Company's revenues are generated from two areas, the CIBER Information
Services ("CIS") Division and CIBER's Solutions Consulting Group ("CIBER
Solutions"). The CIS Division provides application software development and
maintenance services and, through its CIBR2000 Division, millennium date change
solutions. CIBER Solutions provides services through the Company's wholly-owned
subsidiaries, Spectrum Technology Group, Inc. ("Spectrum"), Business Information
Technology, Inc. ("BIT") and CIBER Network Services, Inc. ("CNSI"). Spectrum
provides information technology consulting solutions to business problems,
specifically in the areas of data warehousing, data modeling and enterprise
architecture, as well as project management and system integration services. BIT
specializes in the implementation and integration of human resource and
financial software application products, plus workflow automation and
manufacturing/distribution software systems, primarily for client/server
networks. A substantial portion of BIT's revenues is derived from assisting
clients implementing PeopleSoft, Inc. ("PeopleSoft") software. CNSI provides a
wide range of local-area and wide-area network solutions, from design and
procurement to installation and maintenance, with services including Internet
and intranet connectivity.

The Company's strategy includes the expansion of its business by continuing
to build long-term relationships with major clients based on high-quality
information technology services tailored to meet client needs. The Company's
traditional time and material application software programming services have
been expanded to include a comprehensive array of management consulting,
information systems design, development, integration and implementation, as well
as project management services.

The Company currently services its clients through a nationwide network of
over 60 offices in 20 states, plus Canada. The Company currently employs
approximately 4,300 employees, approximately 3,600 of whom are billable
consultants trained in operating systems, standard and state-of-the-art
programming languages, application software design techniques, process
re-engineering and management resource planning, local-area and wide-area
networking and certain widely-used software packages. These services are
generally provided on-site to large clients with substantial information
technology requirements.

The Company began operations in 1974 to assist companies in need of computer
programming support. In the mid-1980s, the Company initiated a growth strategy
that included expanding its range of computer-related services, developing a
professional sales force and selectively acquiring established complementary
companies. The Company maintains its executive offices at 5251 DTC Parkway,
Suite 1400, Englewood, Colorado 80111. The Company's telephone number is (303)
220-0100.

4
<PAGE>
PLAN OF DISTRIBUTION

This Prospectus relates to 1,842,050 shares of Common Stock, which may be
delivered by ML & Co. upon payment and discharge of the STRYPES at maturity,
subject to ML & Co.'s right to deliver an amount in cash with an equal value. ML
& Co. has granted the Underwriter of the STRYPES an option for 30 days to
purchase additional STRYPES, solely to cover over-allotments, if any. Such
additional STRYPES may be paid and discharged by ML & Co. at their maturity by
delivery of up to an additional 276,308 shares of Common Stock to which this
Prospectus also relates. Pursuant to the terms of the Forward Purchase Contract,
the Contracting Stockholder is obligated to deliver to the ML & Co. Subsidiary
on the business day immediately preceding the maturity date of the STRYPES a
number of shares of Common Stock covered by this Prospectus equal to the number
required by ML & Co. to pay and discharge all of the STRYPES (including STRYPES
issued pursuant to the over-allotment option granted to the Underwriter of
STRYPES) at maturity, subject to the Contracting Stockholder's right to satisfy
such obligation by delivering, with respect to all, but not less than all, of
such shares, cash with an equal value. Under the Forward Purchase Contract, ML &
Co. has agreed to pay and discharge the STRYPES at maturity by delivering to the
holders thereof the form of consideration that the ML & Co. Subsidiary receives
from the Contracting Stockholder. See "Plan of Distribution."

RECENT DEVELOPMENTS

On January 13, 1998, the Company reported revenues and earnings results for
the three and six months ended December 31, 1997. The prior fiscal year, three
month and six month information has been restated for poolings of interests
through December 31, 1997.

Revenues for the quarter ended December 31, 1997 were $116,674,000, an
increase of 52% over revenues for the quarter ended December 31, 1996 of
$76,808,000. Excluding one-time merger costs, pro forma net income for the
December 1997 quarter was $7,823,000 or $.33 per share, an increase of 112%
compared to $3,696,000 or $.17 per share for the December 1996 quarter. After
merger costs, pro forma net income for the December 1997 quarter increased to
$6,295,000 or $.27 per share, a 103% increase compared to $3,100,000 or $.14 per
share for the December 1996 quarter.

Revenues for the six months ended December 31, 1997 were $222,080,000, an
increase of 50% over revenues for the period ended December 31, 1996 of
$148,179,000. Excluding one-time merger costs, pro forma net income for the six
months ended December 31, 1997 was $14,146,000 or $.60 per share, an increase of
95% compared to $7,240,000 or $.33 per share for the six months ended December
31, 1996. After merger costs, pro forma net income for the six months ended
December 31, 1997 increased to $12,004,000 or $.51 per share, a 99% increase
compared to $6,022,000 or $.28 per share for the six months ended December 31,
1996.

5
<PAGE>
Subsequent to June 30, 1997, the following companies have merged with the
Company in business combinations accounted for as poolings of interests:

KCM COMPUTER CONSULTING, INC. ("KCM"). On July 18, 1997, the Company issued
430,850 shares of its Common Stock in exchange for all of the outstanding common
stock of KCM. KCM, located in Calverton, Maryland, provides consulting services
similar to the Company's CIS Division.

SOFTWAREXPRESS, INC. D/B/A RELIANT INTEGRATION SERVICES, INC.
("RELIANT"). On August 21, 1997, the Company issued 591,638 shares of its
Common Stock and assumed substantially all of Reliant's liabilities in exchange
for all of the assets of Reliant. Reliant, located in Menlo Park, California,
provided network integration services and equipment, and has become part of the
Company's subsidiary, CNSI.

BAILEY & QUINN, INC. ("BQI"). On October 22, 1997, the Company issued
approximately 74,000 shares of its Common Stock and assumed substantially all of
BQI's liabilities in exchange for all of the assets of BQI. BQI, located in
Norcross, Georgia, provided consulting services similar to the Company's CIS
Division.

THE CONSTELL GROUP, INC. ("CONSTELL"). On October 24, 1997, the Company
issued 250,000 shares of its Common Stock in exchange for all of the outstanding
common stock of Constell. Constell, headquartered in Elmwood Park, New Jersey,
provides consulting services similar to the Company's CIS Division and the
Company's subsidiary, Spectrum.

FINANCIAL DYNAMICS, INC. ("FDI"). On November 24, 1997, the Company issued
564,027 shares of its Common Stock, granted options for 48,610 shares of its
Common Stock and assumed substantially all of FDI's liabilities in exchange for
all of the assets of FDI. FDI, headquartered in McLean, Virginia, provided
consulting services similar to the Company's subsidiary, Spectrum.

TECHWARE CONSULTING, INC. ("TECHWARE"). On November 26, 1997, the Company
issued 373,918 shares of its Common Stock and assumed substantially all of
Techware's liabilities in exchange for all of the assets of Techware. Techware,
headquartered in Irving, Texas, provided consulting services similar to the
Company's CIS division.

6
<PAGE>
The following table sets forth summary consolidated financial data of the
Company restated to reflect the recent poolings-of-interests with Reliant,
Constell, FDI and Techware. The poolings-of-interests with KCM and BQI are
considered by management to be immaterial and therefore the following restated
financial data has not been restated for such mergers.

<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS
ENDED DECEMBER 31,
YEAR ENDED JUNE 30, DECEMBER 31,
----------------------------------------------------- -------------------- --------------------
1993 1994 1995 1996 1997 1996 1997 1996 1997
--------- --------- --------- --------- --------- --------- --------- --------- ---------
IN THOUSANDS, EXCEPT PER SHARE DATA
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Consulting services.......... $ 89,380 $ 108,195 $ 158,206 $ 209,006 $ 285,951 $ 66,278 $ 101,559 $ 127,585 $ 194,309
Product sales................ 24,192 31,518 31,219 29,734 47,101 10,530 15,115 20,594 27,771
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Total revenues............. 113,572 139,713 189,425 238,740 333,052 76,808 116,674 148,179 222,080
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Cost of consulting
services................... 59,217 72,225 106,669 141,568 189,937 44,686 66,509 85,664 126,895
Cost of product sales........ 18,208 25,220 25,461 24,280 40,094 8,768 12,688 17,134 23,312
Selling, general and
administrative expenses.... 29,721 33,420 44,200 54,032 70,565 17,105 23,900 33,033 47,061
Amortization of intangible
assets..................... 649 719 1,395 1,795 3,087 687 970 1,289 1,908
Merger costs................. -- -- 1,075 901 1,218 596 1,528 1,218 2,142
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Operating income........... 5,777 8,129 10,625 16,164 28,151 4,966 11,079 9,841 20,762
Interest and other income.... 131 198 188 920 1,170 331 331 591 639
Interest expense............. (362) (309) (313) (268) (299) (104) (48) (159) (127)
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Income from continuing
operations before income
taxes.................... 5,546 8,018 10,500 16,816 29,022 5,193 11,362 10,273 21,274
Income tax expense........... 1,002 1,958 3,540 5,436 12,256 2,362 6,138 5,245 10,277
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Income from continuing
operations............... 4,544 6,060 6,960 11,380 16,766 2,831 5,224 5,028 10,997
Income from discontinued
operations................. 679 511 -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Net income................. 5,223 6,571 6,960 11,380 16,766 2,831 5,224 5,028 10,997
Pro forma adjustment to
income tax expense......... (1,423) (1,355) (699) (1,201) 531 269 1,071 994 1,007
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Pro forma net income....... $ 3,800 $ 5,216 $ 6,261 $ 10,179 $ 17,297 $ 3,100 $ 6,295 $ 6,022 $ 12,004
--------- --------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Pro forma diluted income from
continuing operations per
share...................... $ 0.21 $ 0.30 $ 0.33 $ 0.49 $ 0.78 $ 0.14 $ 0.27 $ 0.28 $ 0.51
Pro forma diluted income per
share...................... $ 0.24 $ 0.31 $ 0.33 $ 0.49 $ 0.78 $ 0.14 $ 0.27 $ 0.28 $ 0.51
Weighted average common and
common equivalent shares... 15,771 16,575 19,090 20,689 22,140 21,906 23,652 21,773 23,454

JUNE 30,
----------------------------------------------------- DECEMBER 31,
1993 1994 1995 1996 1997 1997
--------- --------- --------- --------- --------- --------------------
IN THOUSANDS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

BALANCE SHEET DATA:
Working capital.............. $ 10,522 $ 14,431 $ 15,084 $ 46,139 $ 64,670 $ 44,818 $ 80,741
Total assets................. 34,943 51,467 62,567 91,705 139,908 106,378 158,604
Long-term liabilities........ 3,000 400 300 410 1,025 1,623 --
Shareholders' equity......... 12,271 27,372 32,300 64,879 108,368 73,373 126,247
</TABLE>

7
<PAGE>
RISK FACTORS

THE FOLLOWING RISK FACTORS MAY AFFECT THE VALUE OF SHARES OF COMMON STOCK
AND THEREFORE SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, IN CONJUNCTION WITH
THE OTHER INFORMATION INCLUDED AND INCORPORATED BY REFERENCE IN THIS PROSPECTUS
AND THE STRYPES PROSPECTUS, BEFORE MAKING AN INVESTMENT DECISION. SEE ALSO "--
FORWARD LOOKING STATEMENTS."

GROWTH THROUGH BUSINESS COMBINATIONS AND INTERNAL EXPANSION

As an integral part of its business strategy, the Company intends to
continue to expand by acquiring application software consulting businesses in
attractive markets or with desirable client relationships, as well as businesses
with complementary information technology consulting and system integration
activities. The Company continuously evaluates potential business combinations
and aggressively pursues attractive transactions. From June 1994 through
November 1997, the Company completed 20 business combinations. The success of
this strategy depends not only upon the Company's ability to identify and
acquire businesses on a cost-effective basis, but also upon its ability to
integrate acquired operations into its organization effectively, to retain and
motivate key personnel and to retain clients of acquired businesses. Business
combinations involve numerous risks, including the ability to manage
geographically remote offices, the diversion of management's attention from
other business concerns and the risks of entering markets in which the Company
has limited or no direct experience. In addition, acquisitions may involve the
expenditure of significant funds and the incurrence of significant charges
associated with the amortization of goodwill or other intangible assets or
future write-downs of the recorded values of assets acquired. There can be no
assurance that any business combination will result in long-term benefits to the
Company or that management will be able to manage effectively the resulting
business. Additionally, the Company experiences competition for business
combinations.

The Company may open new offices in attractive markets with its own
personnel. Many of the Company's branch offices were originally start-up
operations. Not all branch offices, whether start-up or acquired, have been
successful. The Company's internal growth rate has been in excess of 20% for the
past several years and is due in part to the growth of industry demand for
information technology professional services, including the recent increase in
demand resulting from year 2000 millennium date change service needs. There can
be no assurance that this increased industry demand will continue in future
years and, in particular, beyond the year 2000. There can be no assurance that
the Company will be able to successfully start-up, identify, acquire, or
integrate branch office operations.

ABILITY TO ATTRACT AND RETAIN QUALIFIED CONSULTANTS

The Company's future success will depend in part on its ability to hire and
provide adequately trained consultants who can fulfill the increasingly
sophisticated needs of its clients. The Company's on-going personnel needs arise
from: (i) increased demand for the Company's services, (ii) turnover, which is
generally high in the industry, and (iii) client requests for consultants
trained in the newest software and hardware technologies. Few of the Company's
employees are bound by non-compete agreements. Competition for consultants in
the information technology services industry is significant and the Company has
had and expects to continue to have difficulty in attracting and retaining an
optimal level of qualified consultants. In particular, competition is intense
for the limited number of qualified project managers and professionals with
specialized skills, such as a working knowledge of certain sophisticated
software. There can be no assurance that the Company will be successful in
attracting and retaining the personnel it requires to continue to grow.

DEPENDENCE ON SIGNIFICANT RELATIONSHIPS; ABSENCE OF LONG-TERM CONTRACTS

The Company's five largest clients accounted for 22% of the Company's total
revenues for the fiscal year ended June 30, 1997. No one client accounted for
more than 10% of the Company's total revenues in fiscal 1997, although in fiscal
1996, AT&T Corp. accounted for approximately 11% of the Company's total

8
<PAGE>
revenues. The typical client contract term is one to three years and there can
be no assurance that a client will renew its contract when it terminates. In
addition, the Company's contracts are generally cancelable by the client at any
time and clients may unilaterally reduce their use of the Company's services
under such contracts without penalty. The termination or significant reduction
of its business relationship with any of its significant clients would have a
material adverse effect on the Company.

Additionally, the Company has a significant relationship with PeopleSoft as
an implementation partner. In fiscal 1997, the Company derived approximately 12%
of its total revenues from clients who purchased implementation services for
their PeopleSoft software. In the event PeopleSoft products become obsolete or
non-competitive or if the Company should lose its "implementation partner"
status with PeopleSoft, the Company would suffer a material adverse effect.

MANAGEMENT OF A LARGE AND RAPIDLY CHANGING BUSINESS

The Company's rapid growth could place a substantial strain on its
operational, administrative and financial resources. The Company's ability to
manage its staff and facilities growth effectively will require it to continue
to improve its operational, financial and other internal systems, and to train,
motivate and manage its consultants. If the Company's management is unable to
manage growth effectively or its consultants are unable to achieve anticipated
performance levels, or if the integration of new businesses results in a
material diversion of management's attention to the day-to-day operations of the
business, the Company would be materially adversely affected.

PROJECT RISKS

The Company has provided and intends to continue to provide increased
project services to its clients. Projects are distinguishable from the Company's
time and material contracts by the level of responsibility assumed by the
Company and the potentially longer and more costly sales cycle of a project.
These factors may cause fluctuations in quarterly results. In a typical project,
the Company independently develops a program or maintains a system, whereas with
time and material contracts, the Company's clients generally maintain
responsibility for the overall task. The failure of a project or the failure of
the Company to provide project services in a satisfactory manner could have a
material adverse effect on the Company. Further, because the Company may
undertake projects on a fixed price basis and guarantee performance based upon
defined operating specifications, cost overruns, unsatisfactory performance or
unanticipated difficulties in completing such projects could have a material
adverse effect on the Company.

PRICING AND MARGIN PRESSURE

Many of the Company's larger clients purchase information technology
services primarily from a limited number of pre-approved vendors. In order to
remain on its clients' vendor lists and to develop new client relationships, the
Company must satisfy client requirements at competitive rates. Although the
Company continually attempts to lower its costs, there are other software
services organizations and temporary placement agencies that provide the same or
similar services at equal or lower costs. Furthermore, as competition
intensifies between information technology services providers, there may be
increased demand for qualified consultants resulting in upward market pressure
on consultant compensation. Additionally, certain of the Company's clients
require that their vendors reduce rates after services have commenced. There can
be no assurance that the Company will be able to compete effectively on pricing
or other requirements and, as a result, the Company could lose clients or be
unable to maintain historic gross margin levels or to operate profitably. With
respect to the Company's implementation services for software packages, the
manufacturers of such software may have training requirements that inhibit the
Company from competing effectively with other packaged software implementation
providers. In addition, as the Company expands its service offerings to include
a greater number of fixed price projects, the Company may experience a decrease
in margins as a result of unanticipated cost overruns resulting from the
inability to meet various project requirements.

9
<PAGE>
COMPETITION

The Company operates in a highly competitive and rapidly changing industry
and competes with a variety of companies for positions on the vendor lists of
particular clients. Most of these competing companies, many of which are
significantly larger and have greater financial, technical and marketing
resources, provide the same services as those offered by, and some offer a wider
variety of services than, the Company. Many large accounting and management
consulting firms offer services that overlap with a significant portion of the
Company's services, and the Company competes with the internal information
technology staffs of its clients and potential clients. Also, computer hardware
and software companies are increasingly becoming involved in systems integration
projects. Recently, temporary placement agencies, such as CoreStaff, Olsten and
Interim, have begun expanding their businesses to provide computer-related
services. There can be no assurance that the Company will be able to continue to
compete successfully with its existing competitors or will be able to compete
successfully with new competitors. Additionally, over the past several years
there has been an influx of foreign nationals who provide skilled computer
programming services at lower pay scales than other domestic programmers. Some
of these foreign nationals are being hired as consultants directly by the
Company's clients and potential clients, as well as by certain of the Company's
competitors. Moreover, in an attempt to decrease costs, some of the Company's
clients and potential clients are awarding business to competitors with
operations in "low cost" foreign countries, including Ireland, India and the
former Soviet Union. An increase in the use of skilled foreign national labor at
lower rates or foreign software service firms by the Company's competitors or
clients could have a material adverse effect on the Company.

DEPENDENCE UPON KEY MANAGEMENT PERSONNEL

The success of the Company continues to be highly dependent upon the efforts
of key management personnel of the Company, particularly its executive officers.
The loss of the services of any one of its executive officers could have a
material adverse effect on the Company. The Company has generally entered into
employment contracts with its executive officers and maintains life insurance on
each of these individuals. The amount of insurance, however, may not be
sufficient to offset the Company's loss if the services of any of its executive
officers were unavailable.

INTELLECTUAL PROPERTY RIGHTS

The Company's success is dependent in part upon its proprietary software
development methodology and other intellectual property rights. The Company
relies upon a combination of trade secret, nondisclosure and other contractual
arrangements, technical measures and trademark laws to protect its proprietary
rights. The Company does not hold any patents or copyrights, but does hold
certain registered trademarks. The Company generally enters into confidentiality
agreements with its employees, consultants, clients and potential clients that
limit access to and distribution of its proprietary information, although there
can be no assurance that any such agreement will be enforceable. There can be no
assurance that the steps taken by the Company in this regard will be adequate to
deter misappropriation of its proprietary information or that the Company will
be able to detect unauthorized use and take appropriate steps to enforce its
intellectual property rights. The Company's business includes the development of
custom software applications in connection with specific client engagements.
Ownership of such software is generally assigned to the client. In addition, the
Company also develops object-oriented software components that can be reused in
software application development and certain foundation and application software
products, or software "tools," most of which remain the property of the Company.
Although the Company believes that its services and products do not infringe on
the intellectual property rights of third parties, there can be no assurance
that infringement claims will not be asserted against the Company by such third
parties with respect to current or future services and products. Any such
claims, whether meritorious or not, may be time consuming, result in costly
litigation or require the Company to enter into royalty or licensing agreements.
Such royalty or licensing agreements, if required, may not be available on terms
acceptable to the Company or at all, which may have a material adverse effect on
the Company.

10
<PAGE>
CONTROL BY CURRENT STOCKHOLDERS AND RELATED PARTY TRANSACTIONS

At December 31, 1997, Bobby G. Stevenson, the Company's Chairman and Chief
Executive Officer owned beneficially 6,114,544 shares of Common Stock,
representing approximately 27% of the outstanding Common Stock. Mr. Stevenson
will retain ownership and voting rights with respect to such Common Stock until
such time, if any, as the shares offered hereby are delivered pursuant to the
Forward Purchase Contract. As a result, Mr. Stevenson is able to exercise
significant influence on the election of the Company's Board of Directors and
thereby direct the policies of the Company.

In addition, certain officers of the Company owned, directly or indirectly,
a majority (85%) of the capital stock of CNSI. CNSI was purchased by the Company
on December 2, 1996 for consideration of approximately $3.7 million, consisting
of 68,631 shares of Common Stock and approximately $1.2 million in cash. In
addition, the Company assumed approximately $800,000 in net liabilities,
resulting in a total purchase price of approximately $4.5 million. Additionally,
the terms of purchase provide for contingent consideration of up to $2.6 million
that will be paid to the former CNSI stockholders in cash or Common Stock if
CNSI achieves certain performance objectives in each of the 12-month periods
ending October 31, 1997, 1998 and 1999. The October 31, 1997 performance
objectives of CNSI were achieved and, in January 1998, the Company paid
additional consideration of $1.2 million, consisting of 24,346 shares of Common
Stock and $124,000 of cash, to the former CNSI stockholders. At closing, the
Company repaid approximately $898,000 that was owed by CNSI to Mr. Stevenson and
his family. See "Certain Relationships and Related Transactions."

CERTAIN ANTI-TAKEOVER EFFECTS

The Company's Amended and Restated Certificate of Incorporation and Bylaws
and the Delaware General Corporation Law include provisions that may be deemed
to have anti-takeover effects and may delay, defer or prevent a takeover that
stockholders might consider in their best interests. These provisions include
the ability of the Board of Directors, without stockholder approval, to have the
Company issue up to 5,000,000 shares of preferred stock in one or more series
with such rights, obligations and preferences as the Board of Directors may
provide, a provision under which only certain officers and the Board of
Directors may call meetings of stockholders and certain advance notice
procedures for nominating candidates for election to the Board of Directors.
Directors of the Company are divided into three classes and are elected to serve
staggered three-year terms. Directors can be removed from office only for cause.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

The Company's quarterly operating results may fluctuate significantly in the
future as a result of a variety of factors, many of which are outside the
Company's control. Factors that may affect the Company's quarterly revenue or
operating results generally include: costs relating to the expansion of the
Company's business, the extent and timing of business acquisitions, the
incurrence of merger costs, the timing of assignments from customers,
project-related risks, the seasonal nature of the Company's business due to
variations in holidays and vacation schedules, the introduction of new services
by the Company or its competitors, price competition or price changes, general
economic conditions and economic conditions specific to the information
technology, consulting or information technology staffing industries. Quarterly
sales and operating results can be difficult to forecast even in the short term.
Due to all the foregoing factors, it is possible that the Company's revenue or
operating results in one or more future quarters will fail to meet or exceed the
expectations of securities analysts or investors. In such event, the trading
price of the Company's Common Stock would likely be materially adversely
affected.

PRICE VOLATILITY

The market price of the Common Stock could be subject to significant
fluctuations in response to variations in quarterly operating results, the
Company's prospects, changes in earnings estimates by securities analysts and by
economic, financial and other factors and market conditions that can affect the

11
<PAGE>
capital markets generally, the market segment of which the Company is a part,
the NYSE, including the level of, and fluctuations in, the trading prices of
stocks generally and sales of substantial amounts of Common Stock in the market,
or the perception that such sales could occur, and by other events that are
difficult to predict and beyond the Company's control. In addition, the
securities markets have experienced significant price and volume fluctuations
from time to time in recent years that have often been unrelated or
disproportionate to the operating performance of particular companies. These
broad fluctuations may adversely affect the market price of the Common Stock.

IMPACT OF STRYPES ON THE MARKET FOR THE COMMON STOCK

Any market that develops for the STRYPES is likely to influence and be
influenced by the market for the Common Stock. For example, the price of the
Common Stock, and, therefore, the value of the STRYPES at maturity, could be
depressed by investors' anticipation of the potential distribution into the
market of substantial amounts of the Common Stock on the maturity date of the
STRYPES, by possible sales of the Common Stock by investors who view the STRYPES
as a more attractive means of equity participation in the Company, and by
hedging or arbitrage trading activity that may develop involving the STRYPES and
the Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE

Sales of a substantial number of shares of Common Stock, including shares
issued in conjunction with previously completed or future business combinations,
or the perception that such sales could occur, could adversely affect the market
price of the Common Stock and could impair the Company's ability to raise
capital through the sale of its equity securities or to consummate future
business combinations using its equity securities. As of December 31, 1997, the
Company had approximately 22.5 million shares outstanding. Of these shares, the
1,842,050 shares offered hereby (2,118,358 shares if the Underwriters' over-
allotment option is exercised in full), together with approximately 19.9 million
shares currently traded in the public market and not subject to contractual
restrictions, are freely tradeable without restriction. A number of shares were
issued in recent business combinations consummated after June 30, 1997. An
aggregate of 818,297 shares held by affiliates of the combined companies in such
mergers became available for sale in the public market without significant
restrictions upon the release by the Company of certain results of operations
financial information on January 13, 1998. 468,971 other shares remain subject
to securities law restrictions on sale. See "Plan of Distribution" for a
discussion of additional restrictions applicable to shares held by the directors
and officers of the Company.

NO CASH DIVIDENDS

The Company anticipates that, for the foreseeable future, all earnings, if
any, will be retained for the operation and expansion of its business and that
it will not pay cash dividends. See "Dividend Policy."

FORWARD LOOKING STATEMENTS

"SAFE HARBOR" STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: A number of the matters and subject areas discussed in the foregoing
"Risk Factors" section and elsewhere in this Prospectus that are not historical
or current facts deal with potential future circumstances and developments. The
discussion of such matters and subject areas is qualified by the inherent risks
and uncertainties surrounding future expectations generally, and also may
materially differ from the Company's actual future experience involving any one
or more of such matters and subject areas. The Company has attempted to
identify, in context, certain of the factors that it currently believes may
cause actual future experience and results to differ from the Company's current
expectations regarding the relevant matter or subject area. Without limiting the
foregoing, the words "believes," "anticipates," "plans," "expects" and similar
expressions are intended to identify forward-looking statements. The operation
and results of the Company's business also may be subject to the effect of other
risks and uncertainties in addition to the relevant qualifying factors
identified elsewhere in the foregoing "Risk Factors" section, including, but not
limited to

12
<PAGE>
recent or future business combinations, CIBR2000, continued acceptance and
growth of PeopleSoft software and dependence on significant clients and other
risks and uncertainties described elsewhere in this Prospectus and from time to
time in the Company's reports filed with the Commission, including the Annual
Report on Form 10-K for the fiscal year ended June 30, 1997 and the Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997.

13
<PAGE>
STOCK OWNERSHIP BY MR. STEVENSON

Mr. Stevenson is the Chairman, Chief Executive Officer and Secretary of the
Company. At December 31, 1997, Mr. Stevenson beneficially owned an aggregate of
6,114,544 shares of Common Stock, representing approximately 27% of the
Company's outstanding Common Stock. Of these shares, 6,034,544 are held by the
Trust, of which Mr. Stevenson is the settlor, trustee and beneficiary. The
shares beneficially owned by Mr. Stevenson also include options to purchase
80,000 shares of Common Stock at $4.40 per share pursuant to vested stock
options and stock options that vest within 60 days. In addition, Mr. Stevenson
will have the right to purchase up to an additional 20,000 shares of Common
Stock at $4.40 per share pursuant to stock options that will be fully vested on
February 1, 1999.

Pursuant to the Forward Purchase Contract, the Contracting Stockholder is
obligated to deliver up to 1,842,050 shares (2,118,358 shares if the
over-allotment option granted to the Underwriter of the
STRYPES is exercised in full) of Common Stock to the ML & Co. Subsidiary,
subject to the Contracting Stockholder's right to satisfy such obligation by
delivering an amount in cash with an equal value. Until such shares are
delivered, the Contracting Stockholder will retain the right to vote such shares
and receive dividends thereon. See "Dividend Policy."

PRICE RANGE OF COMMON STOCK

The Company's Common Stock has been listed on the NYSE under the symbol
"CBR" since June 19, 1997 and was, prior to that date, traded on the Nasdaq
National Market. The table below sets forth the high and low sales prices per
share of the Company's Common Stock on the Nasdaq National Market or the NYSE,
as applicable, for the periods indicated:

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
FISCAL YEAR 1996

First Quarter................................................... $121/2 $ 83/8
Second Quarter.................................................. 171/8 9
Third Quarter................................................... 167/8 95/8
Fourth Quarter.................................................. 25 147/8

FISCAL YEAR 1997
First Quarter................................................... 39 131/4
Second Quarter.................................................. 413/4 291/4
Third Quarter................................................... 341/4 22
Fourth Quarter.................................................. 447/8 22

FISCAL YEAR 1998
First Quarter................................................... 481/2 331/8
Second Quarter.................................................. 58 391/2
Third Quarter (through January 21, 1998)........................ 58 4613/16
</TABLE>

The last reported sale price of the Common Stock on the NYSE on January 21,
1998 was $57 1/4 per share. As of December 31, 1997, the Company estimates that
it had approximately 7,700 beneficial stockholders.

DIVIDEND POLICY

The Company has never declared or paid any cash dividends on its Common
Stock. The Company currently intends to retain future earnings for use in the
operation and expansion of its business and therefore does not anticipate paying
cash dividends in the foreseeable future.

USE OF PROCEEDS

All of the shares of Common Stock covered by this Prospectus are owned by
the Contracting Stockholder, who may deliver such shares to the ML & Co.
Subsidiary pursuant to the Forward Purchase Contract. See "Plan of
Distribution." The Company will not receive any of the proceeds from the sale of
any STRYPES or from any sale of such Common Stock in connection therewith.

14
<PAGE>
BUSINESS

GENERAL

The Company's revenues are generated from two areas, the CIS Division and
CIBER Solutions. The CIS Division provides application software development and
maintenance services and, through its CIBR2000 Division, millennium date change
solutions. CIBER Solutions is comprised of the Company's wholly-owned
subsidiaries, Spectrum, BIT, and CNSI. Spectrum provides information technology
consulting solutions to business problems, specifically in the areas of data
warehousing, data modeling and enterprise architecture, as well as project
management and systems integration services. BIT specializes in the
implementation and integration of human resource and financial software
application products, plus workflow automation and manufacturing/distribution
software systems, primarily for client/sewer networks. A substantial portion of
BIT's revenues is derived from assisting clients implementing PeopleSoft
software. CNSI provides a wide range of local-area and wide-area network
solutions, from design and procurement to installation and maintenance with
services including Internet and intranet connectivity.

The Company's strategy is to expand its business by continuing to build
long-term relationships with major clients based on high-quality information
technology services tailored to meet client needs. The Company's traditional
time and material application software programming services have been expanded
to include a comprehensive array of management consulting, information systems
design, development, integration and implementation, as well as project
management services.

The Company began operations in 1974 to assist companies in need of computer
programming support. In the mid-1980s, the Company initiated a growth strategy
that included expanding its range of computer-related services, developing a
professional sales force and selectively acquiring or merging established
complementary companies. Since fiscal 1993, the Company's revenues have
increased from $81.4 million to $262.3 million in fiscal 1997, a compound annual
growth rate of 34%. Over the same period, pro forma net income increased from
$1.6 million in fiscal 1993 to $15.9 million in fiscal 1997, a compound annual
growth rate of 77%.

BUSINESS STRATEGY

- - BUILD STRONG CLIENT RELATIONSHIPS. The Company is committed to providing
quality custom software application and development services that meet the
demands of large companies with substantial data processing operations.
Management believes the Company's emphasis on building long-term relationships
with major clients has been a primary reason for the Company's success. Most of
the Company's largest

15
<PAGE>
clients have been significant clients for many years. For example, the Company's
largest and second largest clients, accounting for approximately 7% and 5%,
respectively, of fiscal 1997 revenues, have been clients for over 10 and 17
years, respectively. The Company focuses significant resources on continuous
qualification as an approved vendor on its clients' vendor lists and, over the
past five years, has regularly qualified as such a vendor for more than two
dozen Fortune 500 companies.

- - GROW THROUGH BUSINESS COMBINATIONS AND INTERNAL EXPANSION. The Company
intends to continue to expand by acquiring companies that broaden the Company's
array of consulting services, that have strategic client relationships or that
are located in attractive geographic locations. The Company also intends to
expand the operations of existing offices primarily by providing additional
information technology services to existing clients. The Company may also start
new branches in attractive markets with its own personnel.

- - EXPAND INTEGRATION AND IMPLEMENTATION SERVICES. The Company's concentrated
effort on providing time and materials programming services has expanded to
include management level strategic systems solutions, as well as the
implementation of clients' long-term information technology strategies, from
design and development of their information systems through testing and
implementation, to migration from mainframe to client/server architectures, as
well as package software project implementation. As a result of these efforts,
the Company is taking greater responsibility for projects and providing greater
value-added services to its clients. This expansion of focus, combined with the
Company's stringent controls and high quality processes, methodologies, tools
and templates, help position the Company as a full-service provider for its
existing and new clients' information technology and application needs.

- - FOCUS ON QUALITY SERVICE. The Company seeks to be a leader in providing
quality services and processes to its clients. The Company's corporate and CIS
operations have received ISO 9002 certification, an international standard for
consistency in operating procedures. The Company believes that it is currently
the sole provider of computer-related services with ISO 9002 certification on a
national basis. Many of the Company's clients are expected to require this
certification in the next several years. ISO 9002 certification has enhanced the
Company's ability (i) to achieve preferred supplier status from larger
companies, (ii) to satisfy current and prospective clients who insist on a
documented quality assurance system and (iii) to improve its operations by
facilitating cost controls and other efficiencies on a continuing basis. The CIS
and CIBR2000 divisions have also qualified for ISO 9001 certification, which
certification relates to project development activities. The CIS Division has
also achieved Ford Motor Company "Q-1" status.

SERVICES

CIS DIVISION

CIBER INFORMATION SERVICES. The CIS Division supports the life cycle of
computer systems, from strategy and design to development and implementation
and, finally, to maintenance and support. The Company's technical staff performs
a wide variety of tasks to identify, analyze and solve clients' data processing
and computing problems. Generally, these services are provided on-site to
clients whose personnel do not have the requisite technical skills or to clients
with specific projects requiring additional staffing that do not justify
permanent personnel increases. The scope of the work performed by the Company
ranges from specific, minor tasks of short duration to large, complex tasks that
require a large number of consultants for a year or longer. Examples of larger
tasks include developing new systems and maintaining mature mainframe systems
that cannot be quickly replaced. Typically, the Company's professional staff
augments and becomes part of the clients' software development team on a
specific application or project. A key element of the CIS strategy is to
maintain offices in those geographic locations where the Company has significant
client relationships. CIBER Associates, a part of the CIS Division, is dedicated
entirely to supporting IBM, which currently is the Company's largest client.
Currently, the CIS Division operates out of over 30 branch offices.

16
<PAGE>
CIBR2000. In April 1996, the CIBR2000 group was launched to provide
millennium date conversion services to assist clients in remedying customized
computer programs that can only perform correctly up to December 31, 1999.
CIBR2000 reviews and analyzes clients' existing programs, develops solution
alternatives for the year 2000 date change and implements conversion solutions
to correct this problem. CIBR2000 solutions include impact assessment, solution
plan development, corrections implementation and validation/testing. Each
CIBR2000 project follows a common methodology that is governed by the Company's
Quality Process which is certified to the ISO 9001 international standard.
Currently, the Company is performing millennium date conversion services at its
CIBR2000 Solution Center, as well as at client sites.

CIBER SOLUTIONS

SPECTRUM TECHNOLOGY GROUP, INC. Spectrum focuses its services on executive
management level, strategic systems solutions to business problems, including
data modeling, data warehousing and enterprise architecture. Spectrum also
develops systems on a project basis and is responsible for the Company's
Microsoft technology-based consulting group known as Spectrum NT. Spectrum
assists clients in aligning their technology platforms with their strategic
business objectives. As the marketplace continues to evolve, the Company intends
to assist clients in customizing their technology platforms, which the Company
believes will help grow its integrated application solutions business.

BUSINESS INFORMATION TECHNOLOGY, INC. BIT assists clients in implementing
package application software on client/server systems. Clients seeking these
services are generally businesses that are migrating from the mainframe to, or
that are developing or implementing, client/server architectures. Approximately
12% of the Company's fiscal 1997 revenues were generated from clients
implementing PeopleSoft software. The Company believes that, as package software
companies such as PeopleSoft continue to enhance the functionality and
performance of their products and such products become more widely used, package
software implementation services will present an increasing opportunity for the
Company.

CIBER NETWORK SERVICES, INC. CNSI provides cross-platform multi-vendor
computer systems integration, complete network solutions and other related
services to clients with networking needs. CNSI operates from five offices,
including the Menlo Park, California office added in August 1997. Networking
services provided by CNSI include strategic planning, network design and
configuration, technical support services, resources (hardware and software),
project management, installation, and network administration and support.

BUSINESS COMBINATIONS

The Company has expanded its geographic breadth, diversified its technical
expertise, expanded its client base and believes it has achieved other
competitive advantages through business combinations. Following each CIS
Division merger or acquisition, the Company seeks to add value to the acquired
operations by implementing the Company's automated office information systems
and ISO 9002 processes, and by providing national recruiting support to its new
offices. Given the highly fragmented nature of the information technology
services industry, the Company intends to continue to pursue business
combinations as part of its growth and operation strategy. The success of this
strategy depends not only upon the Company's ability to identify and acquire
businesses on a cost effective basis, but also upon its ability to integrate
acquired operations into its organization effectively, to retain and motivate
personnel and to retain clients of acquired or merged companies.

Business combinations have accounted for approximately 50% of the Company's
employee growth over the past five years. In reviewing potential business
combinations, the Company focuses on the target company's geographic area,
client base, reputation in specific software services, acquisition availability,
cost, anticipated financial performance, sales, management and recruiting
personnel and potential client demand, among other factors.

17
<PAGE>
Since January 1995, the Company has completed the following business
combinations (See also "Prospectus Summary--Recent Developments"):

<TABLE>
<CAPTION>
APPROXIMATE
TOTAL CONSULTANTS AT
DATE NAME MAIN OFFICE CONSIDERATION(1) ACQUISITION
- -------------- ------------------------------------------------------- ------------------------ ----- --------------
<S> <C> <C> <C> <C>
November 1997 Techware Consulting, Inc. Irving, TX $16.2 107
November 1997 Financial Dynamics, Inc. McLean, VA $26.3 166
October 1997 Bailey & Quinn, Inc. Norcross, GA $3.3 49
October 1997 The Constell Group, Inc. Elmwood Park, NJ $11.0 97
August 1997 SoftwarExpress, Inc.--d/b/a Reliant Integration
Services, Inc. Menlo Park, CA $21.6 40
July 1997 KCM Computer Consulting, Inc. Calverton, MD $15.2 151
March 1997 Davis, Thomas & Associates, Inc. Minneapolis, MN $13.5 117
December 1996 CIBER Network Services, Inc.(2) Edison, NJ $5.7 50
November 1996 Technical Support Group, Inc. Chicago, IL $13.5 70
November 1996 Technology Management Group, Inc. Seattle, WA $13.7 108
September 1996 Spectrum Technology Group, Inc. Somerville, NJ $16.6 110
July 1996 DataFocus, Inc.(3) Fairfax, VA $5.0 45
May 1996 Practical Business Solutions, Inc. Boston, MA $12.9 125
March 1996 OASYS, Inc. Columbus, OH $0.8 18
September 1995 Broadway & Seymour, Inc.(4) Rochester, MN $1.0 45
June 1995 Business Information Technology, Inc. Concord, CA $10.3 125
May 1995 Spencer & Spencer Systems, Inc. St. Louis, MO $5.3 141
January 1995 Interface Systems, Inc. Holmdel, NJ $3.4 48
</TABLE>

- --------------------------

(1) Approximate total consideration in millions of dollars includes, if a
merger, the value of Common Stock and options to purchase Common Stock
issued or, if an acquisition, cash paid, Common Stock issued and liabilities
assumed.

(2) If the acquired business achieves certain levels of revenue or net income,
the Company will be required to pay additional consideration of up to $1.4
million. See "Certain Relationships and Related Transactions."

(3) The Company acquired only the Business Systems Development division of this
company.

(4) The Company acquired only one branch office of this company.

CLIENTS

The Company focuses its client marketing efforts on large companies with
substantial needs for supplemental programmer staffing, package software
implementation and systems integration services and other computer-related
professional services. Such clients afford the Company opportunities to develop
long-term relationships based on the high quality, consistent services the
Company has provided for more than 23 years. Although most consultant
assignments are from three to 12 months, many of the Company's client
relationships have continued for more than 10 years. Client assignments within
CIBER Solutions tend to be less of a recurring nature than within the CIS
Division. This is due to the often one-time implementation focused assignments,
particularly for BIT and CNSI.

The ability to serve large clients in diverse industries demonstrates the
Company's adaptability to a wide variety of client environments. Whether clients
are in the services or manufacturing sector, the Company recruits and provides
consultants having skills matching the requirements of each client's project.
The Company routinely satisfies the diverse information technology needs of
clients in a wide variety of industries.

Since approximately 1990, larger clients have started to limit the number of
information technology vendors they use. In order to achieve the reduction in
the number of vendors used, companies often review and screen both existing and
potential vendors and generate select lists of approved vendors. The factors
considered for placement of a company on a vendor list include geographic and
technical breadth of

18
<PAGE>
operations, quality assurance programs, reliability and cost effectiveness. The
Company focuses significant resources on continuous qualification as an approved
vendor on its clients' vendor lists and, over the past five years, has regularly
qualified as such a vendor for more than two dozen Fortune 500 companies.

Certain customers account for a significant portion of the Company's
revenues. The Company's five largest clients represented 22%, 26%, 22% of the
Company's total revenues for the years ended June 30, 1997, 1996, and 1995,
respectively. Some of the Company's significant clients include: American
Express Company, AT&T, Fidelity Investments, Inc., Ford Motor Company, GTE
Corporation, IBM, MCI Telecommunications Corporation, Monsanto Corp., US West
Communications, Inc., and Xerox Corporation; each of which has been a client for
over five years.

The Company normally offers professional services through agreements that
specify that services are rendered on a best efforts basis, that the Company
makes no express or implied warranties and that the client must continue to pay
all charges incurred prior to the termination of the agreement. Because services
are typically rendered on an as required basis, the Company does not consider
the backlog of unfinished assignments significant in understanding its business.
The typical client contract term is one to three years and there can be no
assurance that a client will renew its contract when it terminates. The
Company's contracts are generally cancelable by the client at any time and
clients may unilaterally reduce their use of the Company's services under such
contracts without penalty. The termination or significant reduction of the
Company's business relationship with any of its significant clients could have a
material adverse effect on the Company's operating results.

Through BIT, the Company has a significant relationship with PeopleSoft as
an implementation partner. In fiscal 1997, approximately 12% of the Company's
total revenues was derived from clients who purchased implementation services
for their PeopleSoft software. In the event PeopleSoft products become obsolete
or noncompetitive, or if BIT should lose its "implementation partner" status
with PeopleSoft, the Company would suffer a material adverse effect.

The Company generally prices its services to clients on a time and materials
basis and maintains price ranges that reflect the technical skills and
experience levels of the Company's consultants. The Company has provided and
intends to continue to provide increased project services to its clients.
Projects are distinguishable from the Company's core business of time and
material consulting by the level of responsibility assumed by the Company. In a
typical project, the Company independently develops a program or maintains a
system, whereas, for time and materials contracts, the Company's clients
generally maintain responsibility for the overall task. The failure of a project
or the failure of the Company to provide project services in a satisfactory
manner could have a material adverse effect on the Company. Further, the Company
may undertake projects on a fixed price basis and guarantee performance based
upon defined operating specifications. Cost overruns, unsatisfactory performance
or unanticipated difficulties in such projects could have a material adverse
effect on the Company's results of operations.

SALES FORCE

The Company maintains an experienced sales force of approximately 160
employees who market the Company's services to senior business executives, chief
information officers, information systems managers, other users of programming
services and purchasing/buying groups. The purchasing departments of the
Company's larger CIS Division clients commonly select a limited list of
preferred vendors. Once on the vendor list, the Company's sales representatives
are eligible to work directly with managers of projects or application systems
seeking consultant assistance. New client contacts are generated through a
variety of methods, including client referrals, personal sales calls, direct
mailings to targeted clients and telemarketing.

19
<PAGE>
OFFICES

The Company's CIS Division branch office network is integral to its business
strategy. Through the branch office network, the Company can (i) offer a broad
range of consulting services on a local basis, (ii) respond to changing market
demands for information technology services through a variety of contacts in
many industries and geographic areas and (iii) maintain a quality professional
staff because of its nationwide reputation and its training programs.
Additionally, the offices can market their services as being provided by a
company with a national presence and a long history in the information
technology services business.

The Company believes its operating procedures and financial controls are two
of its primary strengths. Business plans, generally at the office level, are
prepared annually and include monthly projections for the ensuing fiscal year.
Results are tracked monthly to compare actual performance to projected results.
The Company has centralized accounting and cash management functions to help
ensure integrity of data and control of information flow. Operating data is
available on a weekly basis. The Company believes that these practices enhance
results from acquired businesses as well.

The Company established its office network through the internal start-up and
staffing of offices in new geographic locations and through the acquisition of
information technology services companies, their professional staffs and client
relationships. The Company's network of offices currently consists of over 60
offices in 20 states plus Canada. The number of consultants working out of any
office ranges from as few as five to over 150. The average is approximately 60
consultants per office.

CONSULTANT RECRUITMENT

The Company's future success will depend in part on its ability to hire
adequately trained personnel who address the increasingly sophisticated needs of
its clients. The Company's on-going consultant needs arise from (i) increasing
demand for the Company's services, (ii) turnover, which is generally high in the
industry, and (iii) the clients' requests for programmers trained in the newest
software technologies. Few of the Company's employees are bound by non-compete
agreements. Competition for personnel in the information technology services
industry is significant and the Company has had, and expects to continue to
have, difficulty in attracting and retaining an optimal level of qualified
personnel. In particular, competition for the limited number of qualified
project managers and professionals with certain specialized skills, such as a
working knowledge of certain sophisticated software, is intense. Because of
this, the recruitment of the Company's skilled consultant group is a critical
element to the Company's success. The Company devotes significant resources to
meeting its personnel requirements. The Company currently has approximately 150
full-time recruiters in its offices and approximately 20 in its National
Recruiting Group. The National Recruiting Group maintains a national,
proprietary database of relocatable and in-demand consultants (due to unique or
specialized skill sets), augments local recruiting, advertises nationally and
over the Internet for new consultants, travels to branches to train new
recruiters and performs related tasks.

The Company invests heavily in a number of programs designed to retain its
trained personnel. The Company sponsors a tuition reimbursement program
available to most employees and, in addition, maintains a library of technical
training courses available for home study. The Company makes available an
employee stock purchase plan and a matching provision as part of its 401(k)
savings plan to all employees. The Company also grants stock options to a large
number of its employees.

It is often difficult to match the availability of consultants with client
requirements. Pre-marketing and lead times from clients help, but consultant
availability remains a significant factor in determining whether the Company or
a competitor will obtain the available business. The Company believes that
careful coordination of its recruiting and sales activities gives it an
advantage over many of its smaller competitors.

20
<PAGE>
COMPETITION

The information technology services industry is extremely competitive. A
number of companies compete with the Company in select markets with
substantially similar services. In most of the markets in which the Company
competes, the Company believes that there are participants that have
significantly greater financial, technical and marketing resources than the
Company. The Company believes, however, that no one competitor dominates any of
its markets.

There are few very large competitors with annual revenues over $100 million.
There are, however, according to The Updata Group, an independent consulting
firm, over 3,000 software service firms with yearly revenues over $1 million
competing for market share. Most of these firms participate in just one
geographic area. The Company's competition, therefore, varies significantly from
office to office. Often, local competitors are the Company's primary
competition. At certain offices, particularly those with major clients, national
competitors are the Company's significant competition. Each office must adapt to
the circumstances under which it operates.

In particular, the Company believes that its CIS Division competes most
directly with the following national companies: Keane, Inc., Analysts
International Corporation, Computer Horizons Corporation and Computer Task
Group, Inc. For project management services, Electronic Data Systems
Corporation, Andersen Consulting, Computer Sciences Corporation and Cambridge
Technology Partners, Inc. and others are competitors. Many of these companies
are national and international in scope and have substantially greater resources
than the Company. BIT and Spectrum often compete with "Big Six" accounting
firms, as well as larger systems consulting firms. The Company also competes
with the internal data processing staffs of its clients, which clients can add
to their employee base as an alternative to using a consulting firm.
Additionally, many large accounting and management consulting firms offer
services that overlap with a significant portion of the Company's services.
Also, computer hardware and software companies are increasingly becoming
involved in systems integration projects. Recently, temporary placement
agencies, such as CoreStaff, Olsten and Interim, have begun expanding their
businesses to provide computer-related services to their customers.
Additionally, over the past several years there has been an influx of foreign
nationals who provide skilled computer programming services at lower pay scales
than other domestic programmers. Some of these foreign nationals are being hired
as consultants directly by the Company's clients and potential clients, as well
as by certain of the Company's competitors. Moreover, in an attempt to decrease
costs, some of the Company's clients and potential clients are outsourcing their
business to competitors in foreign countries, including Ireland, India and the
former Soviet Union. An increase in the use of skilled foreign national labor at
lower rates or foreign software service firms by the Company's competitors or
clients could have a material adverse effect on the Company.

In order to remain on its clients' vendor lists and to develop new client
relationships, the Company must satisfy requirements at competitive rates.
Although the Company continually attempts to lower its costs, there are other
software services organizations and temporary placement agencies that provide
the same or similar services as the Company at similar or lower costs.
Additionally, certain of the Company's clients require that their vendors reduce
rates after services have commenced. There can be no assurance that the Company
will be able to compete effectively on pricing or other requirements and, as a
result, the Company could lose clients or be unable to maintain historic gross
margin levels or to operate profitably. With respect to the Company's
implementation services for software packages, the manufacturers of such
software may have training requirements that inhibit the Company from competing
effectively with other packaged software implementation providers.

EMPLOYEES

As of December 3l, 1997, the Company had approximately 4,300 full-time
employees, including approximately 700 personnel in administrative positions and
approximately 3,600 billable consultants.

21
<PAGE>
Administrative personnel are principally branch managers, sales representatives,
recruiters and administrative assistants located throughout the Company's
offices. None of the Company's employees are subject to a collective bargaining
arrangement. Generally, the Company has entered into employment agreements with
its executive officers. The Company believes its relations with its employees
are good.

MANAGEMENT

The following table sets forth the Company's directors and executive
officers, their ages, positions and offices currently held with the Company.

<TABLE>
<CAPTION>
NAME AGE POSITIONS
- --------------------- --- ------------------------------------------------------------
<S> <C> <C>
Bobby G. Stevenson 55 Chairman, Chief Executive Officer, Secretary and Founder

Mac J. Slingerlend 50 President, Chief Operating Officer, Treasurer and Director

Richard A. Montoni 46 Executive Vice President, Chief Financial Officer and
Director

Lawrence D. Greenwood 46 Senior Vice President; President/CIBER Solutions

William E. Storrison 38 Senior Vice President; President/CIBER Information Services
Division

James A. Rutherford 51 Director

James C. Spira 54 Director

Roy L. Burger 42 Director
</TABLE>

BOBBY G. STEVENSON. Mr. Stevenson is Chairman of the Board of Directors,
Chief Executive Officer, Secretary and one of the original three founders of the
Company. Mr. Stevenson was Vice President in charge of recruiting and management
of the technical staff from 1974 until November 1977 when he became Chief
Executive Officer. He has been responsible for all operations of the Company
since 1977.

MAC J. SLINGERLEND. Mr. Slingerlend joined the Company in January 1989 as
Executive Vice President/ Chief Financial Officer, became Treasurer and a
director in 1994 and President and Chief Operating Officer in 1996. Prior to
joining the Company, Mr. Slingerlend spent 15 years in the banking industry,
primarily as a commercial lender, and five years in corporate financial
positions in the cable television and hospitality industries.

RICHARD A. MONTONI. Mr. Montoni has been the Company's Executive Vice
President/Chief Financial Officer and a director since October 1996. Prior to
joining the Company, Mr. Montoni was a partner with KPMG Peat Marwick LLP, where
he worked for over 20 years with companies in the high technology,
manufacturing, merchandising and distribution industries. Mr. Montoni is a
member of the American Institute of Certified Public Accountants and the
Colorado Society of Certified Public Accountants.

LAWRENCE D. GREENWOOD. Mr. Greenwood has been President of CIBER Solutions
since August 1997. Mr. Greenwood joined the Company as Vice President in 1996
when Spectrum merged with the Company. Mr. Greenwood was a co-founder of
Spectrum in 1979 and served as its President when the merger occurred.

WILLIAM E. STORRISON. Mr. Storrison has been President of the CIBER
Information Services Division since 1996. Mr. Storrison was Senior Vice
President/Operations of the Company from 1994 to 1996 and, from 1992 to 1994,
served as the Company's Vice President/Eastern Operations. Mr. Storrison has
been with the Company since 1987 and was previously Branch Manager and Regional
Vice President of several of the Company's eastern branch offices.

JAMES A. RUTHERFORD. Mr. Rutherford has been a director of the Company
since February 1994. He is currently a managing director of Wingset Investments
Ltd., a private venture capital company located in

22
<PAGE>
New Albany, Ohio. Prior to forming Wingset in 1995, Mr. Rutherford was one of
the founders of Goal Systems International Inc., serving in various executive
positions including Chief Executive Officer and as a director from its
incorporation in 1977 until its sale in 1992. Mr. Rutherford is also a trustee
of Case Western Reserve University and a director of Symix Systems, Inc.,
Columbus, Ohio, as well as several private corporations.

JAMES C SPIRA. Mr. Spira has been a director of the Company since September
1994. Since 1995, he has been managing partner with Chicago, Illinois based
Diamond Technology Partners, Inc., a management consulting firm providing
program management services to design and deploy technology-enabled business
strategies. From 1991 to l995, Mr. Spira was Group Vice President of The
Tranzonic Companies, a Cleveland-based holding company. From 1974 through 1991,
Mr. Spira was founder, President and Chief Executive Officer of Cleveland
Consulting Associates, an operations and systems management consulting firm
doing business with large multi-national companies.

ROY L. BURGER. Mr. Burger has been a director of the Company since November
1995. Mr. Burger has approximately 20 years of experience in the equipment
leasing and finance industry and has arranged the financing of more than $1.5
billion of equipment. Mr. Burger currently serves as Chairman and Chief
Executive Officer of Boulder Capital Group, a company founded by him in 1986
that specializes in equipment leasing.

23
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information known to the Company regarding
beneficial ownership of the Company's Common Stock at December 31, 1997
(including stock options exercisable for shares of Common Stock within sixty
days of such date), held by (i) each person or group of persons known by the
Company to own beneficially more than five percent (5%) of the outstanding
Common Stock, (ii) each director of the Company, (iii) the Chief Executive
Officer and the other executive officers of the Company, and (iv) all executive
officers and directors of the Company as a group. All information is taken from
or based upon ownership filings made by such persons with the Commission or upon
information provided by such persons to the Company. Unless otherwise indicated,
the stockholders listed below have sole voting and investment power with respect
to the shares reported as owned.

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY OWNED
NAME OF ------------------
BENEFICIAL OWNER NUMBER PERCENT
- -------------------------------------------------------------------- --------- -------
<S> <C> <C>
Bobby G. Stevenson(1)............................................... 6,114,544 27%

Mac J. Slingerlend(2)............................................... 430,332 2%

Richard A. Montoni(3)............................................... 9,950 *

William E. Storrison(4)............................................. 110,925 *

Lawrence D. Greenwood............................................... 100,967 *

James A. Rutherford(5).............................................. 26,426 *

James C. Spira(5)................................................... 14,346 *

Roy L. Burger(5).................................................... 12,426 *
--
---------

All directors and executive officers as a group (8 persons)(6)...... 6,819,916 29%
--
--
---------
---------
</TABLE>

- ------------------------

* less than 1%

(1) The address of Mr. Stevenson is c/o CIBER, Inc., 5251 DTC Parkway, Suite
1400, Englewood, CO 80111. Includes shares held by the Trust, of which Mr.
Stevenson is the settlor, trustee and beneficiary, and options to purchase
80,000 shares of Common Stock. Excludes 5,000 shares of Common Stock held in
the Irrevocable First Stevenson Charitable Remainder Unitrust, of which
shares Mr. Stevenson disclaims beneficial ownership. Assuming the delivery
to the ML & Co. Subsidiary of the maximum number of shares of Common Stock
required by ML & Co. to pay and discharge all of the STRYPES (including
STRYPES subject to the over-allotment option granted to the Underwriter of
the STRYPES) pursuant to the Forward Purchase Contract, the Contracting
Stockholder will beneficially own 3,996,186 shares of Common Stock, which
will represent approximately 18% of the Company's outstanding Common Stock.
See "Plan of Distribution."

(2) Includes options to purchase 403,334 shares of Common Stock.

(3) Includes options to purchase 9,805 shares of Common Stock.

(4) Includes options to purchase 78,125 shares of Common Stock.

(5) Includes options to purchase 16,000, 14,000 and 12,000 shares of Common
Stock for Messrs. Rutherford, Spira and Burger, respectively.

(6) Includes options to purchase 613,264 shares of Common Stock.

24
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Bobby G. Stevenson, the Company's largest stockholder, Chief Executive
Officer and Chairman, Mac J. Slingerlend, the Company's President and Chief
Operating Officer, and Prasong Suvarnasorn, an officer of the Company, directly
and through their children, owned 85% of CNSI, which company commenced
operations in July 1992. CNSI is engaged in the computer network integration
business, which business includes the procurement of computer hardware and the
installation of local and wide area computer networks and related services. On
December 2, 1996, the Company acquired CNSI for consideration of approximately
$3.7 million, consisting of 68,631 shares of Common Stock and approximately $1.2
million in cash. In addition, the Company assumed net liabilities of
approximately $800,000, resulting in an initial purchase price of approximately
$4.5 million. The acquisition was approved by a majority of the disinterested
board members of the Company, with Mr. Stevenson and Mr. Slingerlend abstaining,
after full disclosure by Mr. Stevenson, Mr. Slingerlend and Mr. Suvarnasorn of
their respective interests in CNSI and the interests of their families. In
determining the purchase price of the transaction, the Board relied, in part, on
independent valuations. Mr. Stevenson owned 10% of CNSI and received $375,000 in
cash upon the sale and he and members of his family were repaid approximately
$898,000 for an outstanding obligation owed to them by CNSI. Mr. Slingerlend and
members of his family owned, collectively, 60% of CNSI and received 39,166
shares of Common Stock and $784,024 in cash upon the sale. Mr. Suvarnasorn and
his family owned, collectively, 15% of CNSI and received 15,332 shares of Common
Stock. Additionally, the terms of purchase provide for contingent consideration
of up to $2.6 million that will be paid to the former CNSI stockholders in cash
or shares of Common Stock if CNSI achieves certain performance objectives in
each of the 12 month periods ending October 31, 1997, 1998 and 1999. Any
contingent consideration earned will be payable at the sellers' option, in
Common Stock (at the then prevailing market price for Common Stock) or in cash.
The October 31, 1997 performance objectives of CNSI were achieved and, in
January 1998, the Company paid addition consideration of $1.2 million,
consisting of 24,346 shares of Common Stock and $124,000 of cash, to the former
CNSI stockholders. The contingent consideration, if earned, will be paid to the
sellers in accordance with their historical percentage ownership interest in
CNSI. In order to increase the likelihood that the contingent consideration
would be earned, the Company agreed to establish a management compensation plan
for the five CNSI managers (who were also stockholders of CNSI), pursuant to
which such managers could earn additional compensation for meeting or exceeding
the revenue and earnings' thresholds that trigger payment of the contingent
consideration.

The Company was a guarantor on a $3.0 million inventory purchase line of
credit with AT&T Capital Corporation to CNSI. In connection with the
acquisition, the Company assumed CNSI's liability under this line of credit
which had an outstanding balance of approximately $1.1 million at December 2,
1996. Messrs. Stevenson and Slingerlend had guaranteed this line of credit and
indemnified the Company against losses that could have been incurred as a result
of its guaranty. These personal guaranties were released at the closing of the
purchase of CNSI. In addition, CNSI had a $2.5 million bank line of credit with
UMB Bank Colorado. This line of credit was secured by Mr. Stevenson's pledge of
250,000 shares of Common Stock. These shares were released by the bank upon the
sale of CNSI to the Company and were returned to Mr. Stevenson.

During the years ended June 30, 1995 and 1996 and for the period from July
1, 1996 to December 2, 1996, the Company purchased from CNSI several local area
networks and various computer equipment and software for approximately $268,000,
$923,000 and $558,000, respectively. In addition, from January 1994 to December
2, 1996, the Company provided accounting and other administrative services to
CNSI at a monthly cost of $2,500.

25
<PAGE>
PLAN OF DISTRIBUTION

Pursuant to the terms of the STRYPES, ML & Co. is obligated to pay and
discharge each STRYPES at maturity by delivering to the holder thereof a
specified number of shares of Common Stock, subject to ML & Co.'s right to
deliver, with respect all, but not less than all, of such shares, cash with an
equal value. Pursuant to the terms of the Forward Purchase Contract, the
Contracting Stockholder is obligated to deliver to the ML & Co. Subsidiary on
the business day immediately preceding the maturity date of the STRYPES a number
of shares of Common Stock covered by this Prospectus equal to the number
required by ML & Co. to pay and discharge all of the STRYPES (including STRYPES
issued pursuant to the over-allotment option granted to the Underwriter of the
STRYPES) at maturity, subject to the Contracting Stockholder's right to satisfy
such obligation by delivering, with respect to all, but not less than all, of
such shares, cash with an equal value. Under the Forward Purchase Contract, ML &
Co. has agreed to pay and discharge the STRYPES at maturity by delivering to the
holders thereof the form of consideration that the ML & Co. Subsidiary receives
from the Contracting Stockholder.

The Company and the directors and executive officers of the Company have
agreed not to offer, sell, contract to sell or otherwise dispose of, directly or
indirectly, or file or cause to be filed a registration statement under the
Securities Act with respect to the sale of, any shares of Common Stock,
securities convertible into, exchangeable for or repayable with such shares or
rights or warrants to acquire such shares, for a period of 90 days after the
date of this Prospectus without the prior written consent of the Underwriter of
the STRYPES, except that the Company may, without such consent, issue shares of
common stock or grant options to purchase such shares pursuant to its benefit
plans or issue shares of Common Stock upon exercise of options, or issue up to a
specified number of shares in connection with business combinations. The
Contracting Stockholder has agreed not to offer, sell, contract to sell or
otherwise dispose of, directly or indirectly, or cause to be filed a
registration statement under the Securities Act with respect to, any shares of
Common Stock, securities convertible into, exchangeable for or repayable with
such shares or rights or warrants to acquire such shares, for a period of 90
days after the date of this Prospectus without the prior written consent of the
Underwriter of the STRYPES.

The Company and the Contracting Stockholder have agreed to indemnify the
Underwriter of the STRYPES against certain liabilities, including liabilities
under the Securities Act, relating to the information contained in this
Prospectus (including the documents incorporated by reference herein), other
than information furnished to the Company in writing by ML & Co. or the
Underwriter of the STRYPES expressly for use herein.

Until the distribution of the STRYPES is completed, rules of the Commission
may limit the ability of the Underwriter of the STRYPES to bid for and purchase
the STRYPES or shares of the Common Stock. As an exception to these rules, the
Underwriter of the STRYPES is permitted to engage in certain transactions that
stabilize the price of the STRYPES or the Common Stock. Such transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the STRYPES or the Common Stock.

If the Underwriter of the STRYPES creates a short position in the STRYPES in
connection with the STRYPES offering, I.E., if it sells more STRYPES than are
set forth on the cover page of the STRYPES Prospectus, the Underwriter of the
STRYPES may reduce that short position by purchasing STRYPES in the open market.
The Underwriter of the STRYPES may also elect to reduce any short position by
exercising all or part of the over-allotment option described on the cover of
this Prospectus.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases.

Neither ML & Co. nor the Underwriter of the STRYPES has made any
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the STRYPES or the
Common Stock. In addition, neither ML & Co. nor the Underwriter of the

26
<PAGE>
STRYPES has made any representation that the Underwriter of the STRYPES will
engage in such transactions or that such transactions, once commenced, will not
be discontinued without notice.

LEGAL MATTERS

The validity of the Common Stock will be passed upon for the Company by
Davis, Graham & Stubbs LLP, Denver, Colorado.

EXPERTS

The consolidated financial statements of CIBER, Inc. and subsidiaries as of
June 30, 1997 and 1996 and for each of the years in the three-year period ended
June 30, 1997 have been incorporated by reference herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in auditing and accounting.

27
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING OF
COMMON STOCK DESCRIBED HEREIN, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE UNDERWRITER OF THE STRYPES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THOSE
SHARES OF COMMON STOCK SPECIFICALLY OFFERED HEREBY OR OF ANY OF SUCH SHARES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
AN OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE TO ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

-------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Information by Reference......................... 3
Prospectus Summary........................................................ 4
Risk Factors.............................................................. 8
Stock Ownership by Mr. Stevenson.......................................... 14
Price Range of Common Stock............................................... 14
Dividend Policy........................................................... 14
Use of Proceeds........................................................... 14
Business.................................................................. 15
Management................................................................ 22
Principal and Selling Stockholders........................................ 24
Certain Relationships and Related Transactions............................ 25
Plan of Distribution...................................................... 26
Legal Matters............................................................. 27
Experts................................................................... 27
</TABLE>

1,842,050 SHARES

[LOGO]

COMMON STOCK

------------------
PROSPECTUS
------------------------

, 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSE OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Contracting Stockholder
in connection with the sale of Common Stock being registered (all amounts are
estimated except the SEC Registration Fee and the NASD Filing Fee).

<TABLE>
<S> <C>
SEC Registration Fee.............................................. $ 32,458
NASD Filing Fee................................................... 11,062
Printing Expenses................................................. 125,000
Legal Fees and Expenses........................................... 125,000
Auditors' Fees and Expenses....................................... 25,000
Miscellaneous Expenses............................................ 6,480
---------
Total......................................................... $ 325,000
---------
---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Bylaws and Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") provide that the Company shall, to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify all directors and officers of
the Company. Section 145 of the Delaware General Corporation Law provides in
part that a corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such persons against expenses (including attorneys'
fees) actually and reasonably incurred in defense or settlement of any
threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. The indemnitee is presumed to be entitled to indemnification and the
Company has the burden of proof to overcome that presumption. Where an officer
or a director is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director actually or reasonably incurred.

Additionally, the Certificate of Incorporation and Bylaws provide for
mandatory indemnification of directors to the fullest extent permitted by
Delaware law. This provision does not eliminate the liability of a director (i)
for a breach of the director's duty of loyalty to the Company or its
stockholders; (ii) for acts or omissions by the director not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
liability arising under Section 174 of the Delaware General Corporation Law
(relating to the declaration of dividends and purchase or redemption of shares
in violation of the Delaware General Corporation Law); or (iv) for any
transaction from which the director derived an improper personal benefit.

II-1
<PAGE>
The form of Registration Agreement (filed as Exhibit 1.1 hereto) provides
that the Underwriter of the STRYPES will indemnify and hold harmless the
Company, its directors, certain of its officers and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act from and against any liability arising out of any untrue statement or
omission made in the Registration Statement or Prospectus in reliance upon and
in conformity with written information furnished to the Company by the
Underwriter of the STRYPES expressly for use in the preparation thereof.

The Company has directors' and officers' insurance with $6 million of
coverage per occurrence and in the aggregate per year.

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- -----------------------------------------------------------------------------------------------------
<C> <C> <S>
1.1 -- Form of Registration Agreement among the Company, ML & Co. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated*

4.1 -- Form of Common Stock Certificate(1)

5.1 -- Opinion of Davis, Graham & Stubbs LLP*

23.1 -- Consent of KPMG Peat Marwick LLP*

23.2 -- Consent of Davis, Graham & Stubbs LLP (see Exhibit 5.1)*

24.1 -- Power of Attorney+
</TABLE>

- ------------------------

* Filed herewith.

+ Filed previously.

(1) Incorporated by reference to Amendment No. 1 to the Registration Statement
on Form S-1 (File No. 33-74774), as filed with the Commission on March 9,
1994.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the Company's Bylaws, Certificate of Incorporation or the
Registration Agreement, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

(1) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

II-2
<PAGE>
(2) That for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared
effective.

(3) That for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Englewood, State of Colorado, on this
22nd day of January, 1998.

<TABLE>
<S> <C> <C>
CIBER, INC.

By: /s/ BOBBY G. STEVENSON*
-----------------------------------------
Bobby G. Stevenson,
CHIEF EXECUTIVE OFFICER
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

NAME TITLE DATE
- ------------------------------ -------------------------- -------------------

Chairman, Chief Executive
/s/ BOBBY G. STEVENSON* Officer and Secretary
- ------------------------------ (Principal Executive January 22, 1998
Bobby G. Stevenson Officer)

/s/ MAC J. SLINGERLEND President, Chief Operating
- ------------------------------ Officer, Treasurer and January 22, 1998
Mac J. Slingerlend Director

Executive Vice
/s/ RICHARD A. MONTONI* President/Chief
- ------------------------------ Financial Officer and January 22, 1998
Richard A. Montoni Director (Principal
Financial Officer)

Vice President/Chief
/s/ CHRISTOPHER L. LOFFREDO* Accounting Officer
- ------------------------------ (Principal Accounting January 22, 1998
Christopher L. Loffredo Officer)

/s/ JAMES A. RUTHERFORD*
- ------------------------------ Director January 22, 1998
James A. Rutherford

/s/ JAMES C. SPIRA*
- ------------------------------ Director January 22, 1998
James C. Spira

- ------------------------------ Director
Roy L. Burger

<TABLE>
<S> <C> <C> <C>
*By: /s/ MAC J. SLINGERLEND
---------------------------------
Mac J. Slingerlend
ATTORNEY-IN-FACT
</TABLE>

II-4
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------------- ----------------------------------------------------------------------------------------------
<S> <C> <C>
1.1 -- Form of Registration Agreement among the Company, ML & Co. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated*

4.1 -- Form of Common Stock Certificate(1)

5.1 -- Opinion of Davis, Graham & Stubbs LLP*

23.1 -- Consent of KPMG Peat Marwick LLP*

23.2 -- Consent of Davis, Graham & Stubbs LLP (see Exhibit 5.1)*

24.1 -- Power of Attorney+
</TABLE>

- ------------------------

* Filed herewith.

+ Filed previously.

(1) Incorporated by reference to Amendment No. 1 to the Registration Statement
on Form S-1 (File No. 33-74774), as filed with the Commission on March 9,
1994.

<PAGE>

Exhibit 1.1

================================================================================

CIBER, INC.

(a Delaware corporation)

REGISTRATION AGREEMENT

Dated: _________ __, 1998

================================================================================

<PAGE>

TABLE OF CONTENTS

REGISTRATION AGREEMENT
SECTION 1. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . 3
(a) REPRESENTATIONS AND WARRANTIES BY THE COMPANY.. . . . . . . . 3
(i) Compliance with Registration Requirements . . . . . 3
(ii) Accuracy of Exhibits. . . . . . . . . . . . . . . . 4
(iii) Incorporated Documents. . . . . . . . . . . . . . . 4
(v) Financial Statements. . . . . . . . . . . . . . . . 5
(vi) No Material Adverse Change in Business. . . . . . . 5
(vii) Good Standing of the Company. . . . . . . . . . . . 5
(viii) Good Standing of Subsidiaries . . . . . . . . . . . 5
(ix) Capitalization. . . . . . . . . . . . . . . . . . . 6
(x) Authorization of Agreement. . . . . . . . . . . . . 6
(xiv) Possession of Intellectual Property . . . . . . . . 7
(xvi) Title to Property . . . . . . . . . . . . . . . . . 8
(xvii) Investment Company Act. . . . . . . . . . . . . . . 8
(xviii) Registration Rights . . . . . . . . . . . . . . . . 8
(xix) Insurance . . . . . . . . . . . . . . . . . . . . . 8
(xx) Accounting Control. . . . . . . . . . . . . . . . . 8
(xxi) Taxes . . . . . . . . . . . . . . . . . . . . . . . 9
(b) OFFICER'S CERTIFICATES. . . . . . . . . . . . . . . . . . . . 9
SECTION 2. COVENANTS OF THE COMPANY . . . . . . . . . . . . . . . . 9
(a) COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION
REQUESTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(b) FILING OF AMENDMENTS. . . . . . . . . . . . . . . . . . . . . 10
(c) DELIVERY OF CIBER REGISTRATION STATEMENTS . . . . . . . . . . 10
(d) DELIVERY OF CIBER PROSPECTUSES. . . . . . . . . . . . . . . . 10
(e) CONTINUED COMPLIANCE WITH SECURITIES LAWS . . . . . . . . . . 11
(f) BLUE SKY QUALIFICATIONS . . . . . . . . . . . . . . . . . . . 11
(g) RULE 158. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(i) REPORTING REQUIREMENTS. . . . . . . . . . . . . . . . . . . . 12
SECTION 3. PAYMENT OF EXPENSES. . . . . . . . . . . . . . . . . . . 12
(a) EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . 12
(b) ALLOCATION OF EXPENSES.. . . . . . . . . . . . . . . . . 12
SECTION 4. INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . 12
(a) INDEMNIFICATION OF UNDERWRITER AND ML&CO. . . . . . . . . . . 12
(b) INDEMNIFICATION OF COMPANY, DIRECTORS AND OFFICERS. . . . . . 14
(c) ACTIONS AGAINST PARTIES; NOTIFICATION . . . . . . . . . . . . 14
(d) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. . . . . . 15
SECTION 5. CONTRIBUTION . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 7. TERMINATION. . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 8. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 9. PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . 17

i
<PAGE>

SECTION 10. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . 17
SECTION 11. EFFECT OF HEADINGS . . . . . . . . . . . . . . . . . . . 17

ii
<PAGE>

CIBER, INC.

(a Delaware corporation)

REGISTRATION AGREEMENT
----------------------

________ __, 1998

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

MERRILL LYNCH & CO., INC.
North Tower
World Financial Center
New York, New York 10281-1209

Ladies and Gentlemen:

CIBER, Inc., a Delaware corporation (the "Company"), confirms its agreement
with Merrill Lynch & Co., Inc., a Delaware corporation ("ML&Co."), and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Underwriter"), in connection with the proposed issue and sale by ML&Co. to the
Underwriter pursuant to a purchase agreement, dated the date hereof (the
"Purchase Agreement"), among ML&Co., Bobby G. Stevenson, individually and as
settlor, beneficiary and trustee of the trust made by Bobby G. Stevenson as
settlor and trustee under the 1998 Revocable Trust Agreement dated January __,
1998 (the "Bobby G. Stevenson 1998 Revocable Trust"), and the Underwriter, of an
aggregate of 1,750,000 of ML&Co.'s Structured Yield Product Exchangeable for
Stock -SM-, ___% STRYPES-SM- Due ________, 2001 (each, a "STRYPES"), payable
at maturity by delivery of shares of common stock, par value $.01 per share
(the "CIBER Common Stock"), of the Company and, at the option of the
Underwriter, all or any part of 262,500 additional STRYPES to cover
over-allotments, if any. The aforesaid 1,750,000 STRYPES (the "Initial
Securities") to be purchased by the Underwriter and all or any part of the
262,500 STRYPES subject to the

- -------------------------

- -SM- Service mark of Merrill Lynch & Co., Inc.

1
<PAGE>

option described in Section 2(b) of the Purchase Agreement (the "Option
Securities") are hereinafter called, collectively, the "Securities." Bobby G.
Stevenson, individually and as settlor, beneficiary and trustee of the Bobby G.
Stevenson 1998 Revocable Trust, is hereinafter called the "Contracting
Stockholder." Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Purchase Agreement.

The Company understands that the Underwriter proposes to make a public
offering of the Securities as soon as the Underwriter deems advisable after this
Agreement and the Purchase Agreement have been executed and delivered. The
Company acknowledges that it has been advised that the execution and delivery of
this Agreement is a condition to the execution and delivery of the Purchase
Agreement by the Underwriter and ML&Co. and that, in consideration of the
execution and delivery of the Purchase Agreement by the Underwriter and ML&Co.,
the Company is willing to make the representations, warranties and covenants
herein contained.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-43857) covering the
registration of the shares of CIBER Common Stock deliverable upon payment and
discharge of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), including the related preliminary prospectus or prospectuses. Each
prospectus used before such registration statement became effective, in each
case excluding any ML&Co. preliminary prospectus (as defined below) attached
thereto, is herein called a "CIBER preliminary prospectus." Such registration
statement, including the exhibits thereto, the schedules thereto, if any, and
the documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, at the time it became effective, is herein called the "CIBER
Registration Statement." Any registration statement filed by the Company
pursuant to Rule 462(b) of the rules and regulations of the Commission under the
1933 Act (the "1933 Act Regulations") is herein referred to as the "CIBER Rule
462(b) Registration Statement," and after such filing the term "CIBER
Registration Statement" shall include the CIBER Rule 462(b) Registration
Statement. The final prospectus, including the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, but
excluding any ML&Co. Prospectus (as defined below) attached thereto, in the form
first furnished to the Underwriter for use in connection with the offering of
the Securities is herein called the "CIBER Prospectus." For purposes of this
Agreement, all references to the CIBER Registration Statement, any CIBER
preliminary prospectus, the CIBER Prospectus or any amendment or supplement to
any of the foregoing shall be deemed to include the copy filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
system ("EDGAR").

All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
CIBER Registration Statement, any CIBER preliminary prospectus or the CIBER
Prospectus shall be deemed to mean and include all such financial statements
and schedules and other information which is incorporated by reference in the
CIBER Registration Statement, any CIBER preliminary prospectus or the CIBER
Prospectus, as the case may be, and shall be deemed to exclude all financial
statements and schedules and other information which are included or

2
<PAGE>

incorporated by reference in any ML&Co. preliminary prospectus or the ML&Co.
Prospectus which is attached to any CIBER preliminary prospectus or the CIBER
Prospectus; and all references in this Agreement to amendments or supplements to
the CIBER Registration Statement, any CIBER preliminary prospectus or the CIBER
Prospectus shall be deemed to mean and include the filing of any document under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), which is
incorporated by reference in the CIBER Registration Statement, such CIBER
preliminary prospectus or the CIBER Prospectus, as the case may be.

ML&Co. has filed with the Commission a registration statement on Form S-3
(No. 333-28537) for the registration of debt securities, including the
Securities, and warrants under the 1933 Act, and the offering thereof from time
to time in accordance with Rule 415 of the 1933 Act Regulations, and ML&Co. has
filed a preliminary prospectus and preliminary prospectus supplement relating to
the offering of the Securities. Promptly after execution and delivery of the
Purchase Agreement, ML&Co. will either (i) prepare and file a prospectus and
prospectus supplement in accordance with the provisions of paragraph (b) of Rule
424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if ML&Co. has elected to
rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a
term sheet (an "ML&Co. Term Sheet") in accordance with the provisions of Rule
434 and Rule 424(b). The information included in such ML&Co. Term Sheet that
was omitted from such registration statement (as so amended) at the time it
became effective but that is deemed to be part of such registration statement
(as so amended) as of the time such information was filed with the Commission
pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information."
Any prospectus and prospectus supplement relating to the offering of the
Securities that omitted, as applicable, the Rule 434 Information or other
information to be included in the prospectus and prospectus supplement filed
with the Commission pursuant to Rule 424(b), that was used after such
registration statement (as so amended) became effective and prior to the
execution and delivery of the Purchase Agreement, in each case excluding any
CIBER preliminary prospectus attached thereto, are herein called, collectively,
an "ML&Co. preliminary prospectus." The final prospectus and final prospectus
supplement relating to the offering of the Securities, including the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933
Act, but excluding any CIBER Prospectus attached thereto, in the form first
furnished to the Underwriter for use in connection with the offering of the
Securities are collectively referred to herein as the "ML&Co. Prospectus." If
Rule 434 is relied on, the term "ML&Co. Prospectus" shall refer to the ML&Co.
preliminary prospectus dated January 14, 1998 together with the ML&Co. Term
Sheet. For purposes of this Agreement, all references to any ML&Co. preliminary
prospectus, the ML&Co. Prospectus or any ML&Co. Term Sheet or any amendment or
supplement to any of the foregoing shall be deemed to include the copy filed
with the Commission pursuant to EDGAR.

Prior to the closing under the Purchase Agreement, ML&Co., Merrill Lynch
Mortgage Capital Inc., a wholly owned subsidiary of ML&Co. (the "ML&Co.
Subsidiary"), the Contracting Stockholder and The Bank of New York, as agent and
custodian for and on behalf of the ML&Co. Subsidiary, will enter into a forward
purchase contract (the "Forward Purchase Contract"), pursuant to which the
Contracting Stockholder will agree to sell and the ML&Co. Subsidiary will agree
to purchase, on the business day immediately preceding the maturity date

3
<PAGE>

of the Securities, the Maturity Consideration (as defined in the Supplemental
Indenture) required by ML&Co. to pay and discharge all of the Securities at
maturity as described in the ML&Co. Prospectus, subject to the Contracting
Stockholder's right to satisfy its obligations thereunder through a cash payment
based on the value of such Maturity Consideration.

SECTION 1. REPRESENTATIONS AND WARRANTIES.

(a) REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents
and warrants to the Underwriter and to ML&Co. as of the date hereof, as of the
Closing Time referred to in Section 2(c) of the Purchase Agreement, and as of
each Date of Delivery (if any) referred to in Section 2(b) of the Purchase
Agreement, and agrees with each of the Underwriter and ML&Co. as follows:

(i) COMPLIANCE WITH REGISTRATION REQUIREMENTS. The Company meets the
requirements for use of Form S-3 under the 1933 Act and no stop order
preventing or suspending the use of any CIBER preliminary prospectus has
been issued by the Commission, and each CIBER preliminary prospectus filed
as part of the CIBER Registration Statement as originally filed or as part
of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
complied when so filed in all material respects with the 1933 Act
Regulations, and did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading; PROVIDED that this representation and
warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished to the Company in writing
by the Underwriter or ML&Co. expressly for use therein.

Each of the CIBER Registration Statement and any CIBER Rule 462(b)
Registration Statement has become effective under the 1933 Act, and no stop
order suspending the effectiveness of the CIBER Registration Statement or
any CIBER Rule 462(b) Registration Statement has been issued under the 1933
Act and, to the knowledge of the Company, no proceeding for that purpose
has been instituted or threatened by the Commission; and the CIBER
Registration Statement and CIBER Prospectus (as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto)
comply, or will comply, as the case may be, in all material respects with
the requirements of the 1933 Act and the 1933 Act Regulations and do not
and will not, as of the applicable effective date of the CIBER Registration
Statement and any amendment thereto and as of the date of the CIBER
Prospectus and any amendment or supplement thereto, contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading, and the CIBER Prospectus, as amended or supplemented at the
Closing Time (and, if any Option Securities are purchased, at the Date of
Delivery), will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not

4
<PAGE>

misleading; except that the foregoing representations and warranties shall
not apply to statements or omissions in the CIBER Registration Statement or
the CIBER Prospectus made in reliance upon and in conformity with
information furnished to the Company in writing by the Underwriter or
ML&Co. expressly for use therein.

(ii) ACCURACY OF EXHIBITS. There are no contracts or other documents
that are required by the 1933 Act or the 1933 Act Regulations to be filed
as exhibits to the CIBER Registration Statement or required to be described
in the CIBER Registration Statement or the CIBER Prospectus that are not
filed or described as required; each contract to which the Company is a
party and to which reference is made in the CIBER Prospectus or which is
filed as an exhibit to the CIBER Registration Statement has been duly and
validly executed by the Company and is in full force and effect in all
material respects in accordance with its respective terms, and none of such
contracts has been assigned by the Company; the Company knows of no present
situation or condition or fact that would prevent compliance in all
material respects with the terms of any of such contracts, as amended to
date.

(iii) INCORPORATED DOCUMENTS. The documents incorporated or
deemed to be incorporated by reference in the CIBER Registration Statement
and the CIBER Prospectus, when they became effective or at the time they
were or hereafter are filed with the Commission, complied and will comply
in all material respects with the requirements of the 1933 Act and the 1933
Act Regulations or the 1934 Act and the rules and regulations of the
Commission thereunder (the "1934 Act Regulations"), as applicable, and,
when read together with the other information in the CIBER Prospectus, as
of the applicable effective date of the CIBER Registration Statement and
any amendment thereto, as of the date of the CIBER Prospectus and any
amendment or supplement thereto and at the Closing Time (and if any Option
Securities are purchased, at the Date of Delivery), did not and will not
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading.

(iv) INDEPENDENT ACCOUNTANTS. To the knowledge of the Company, KPMG
Peat Marwick LLP, which has certified the financial statements filed with
the Commission as part of the CIBER Registration Statement, are independent
public accountants as required by the 1933 Act and the 1933 Act
Regulations.

(v) FINANCIAL STATEMENTS. The financial statements of the Company
and the related notes thereto included or incorporated by reference in the
CIBER Registration Statement, any CIBER preliminary prospectus and the
CIBER Prospectus, present fairly the consolidated financial position of the
Company and its consolidated subsidiaries as of the dates indicated and the
results of their operations, and their consolidated cash flows for the
periods specified; and said financial statements have been prepared in
conformity with generally accepted accounting principles ("GAAP") applied
on a consistent basis and present fairly the information required to be
stated therein; the summary consolidated financial data included in the
CIBER Prospectus present fairly the information shown therein; and the pro
forma financial information,

5
<PAGE>

included in the CIBER Registration Statement and the CIBER Prospectus, has
been prepared in accordance with the applicable requirements of the 1933
Act and the 1933 Act Regulations and is based upon good faith estimates and
assumptions believed by the Company to be reasonable.

(vi) NO MATERIAL ADVERSE CHANGE IN BUSINESS. Since the respective
dates as of which information is given in the CIBER Registration Statement
and the CIBER Prospectus, there has not been any material adverse change,
or any development of which the Company is aware that would reasonably be
expected to involve a prospective material adverse change, in or affecting
the business, management, financial condition or results of operations of
the Company and its subsidiaries, taken as a whole, otherwise than as set
forth or contemplated in the CIBER Prospectus; except as set forth or
contemplated in the CIBER Prospectus, neither the Company nor any of its
subsidiaries has entered into any transaction or agreement (whether or not
in the ordinary course of business) material to the Company and its
subsidiaries, taken as a whole.

(vii) GOOD STANDING OF THE COMPANY. The Company has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the State of Delaware and has corporate power and
authority to own, lease and operate its properties and to conduct its
business as described in the CIBER Prospectus; and the Company has been
duly qualified as a foreign corporation to transact business and is in good
standing in each other jurisdiction in which it owns or leases properties,
or conducts any business, so as to require such qualification, except where
the failure to qualify or to be in good standing would not have a material
adverse effect on the Company and its subsidiaries, taken as a whole.

(viii) GOOD STANDING OF SUBSIDIARIES. Each of the Company's
subsidiaries has been duly incorporated and is validly existing as a
corporation under the laws of its jurisdiction of incorporation, with power
and authority to own its properties and conduct its business as described
in the CIBER Prospectus, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under
the laws of each jurisdiction in which it owns or leases properties, or
conducts any business, so as to require such qualification, other than
where the failure to be so qualified or in good standing would not have a
material adverse effect on the Company and its subsidiaries, taken as a
whole; and all the outstanding shares of capital stock of each subsidiary
of the Company have been duly authorized and validly issued, are fully-paid
and non-assessable, and (except, in the case of foreign subsidiaries, for
directors' qualifying shares) are owned by the Company, directly or
indirectly, free and clear of all liens, encumbrances, security interests
and claims.

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<PAGE>

(ix) CAPITALIZATION. The CIBER Common Stock conforms as to legal
matters to the description of the Company's capital stock contained in the
CIBER Registration Statement on Form 8-A (File No. 0-23488) filed with the
Commission on February 25, 1994 that was incorporated by reference in the
CIBER Prospectus, and all of the outstanding shares of capital stock of the
Company have been duly authorized and validly issued, are fully-paid and
non-assessable and are not subject to any preemptive or similar rights to
acquire equity securities of the Company; and, except as described in or
expressly contemplated by the CIBER Prospectus and except for grants
pursuant to existing employee or director benefit plans of CIBER referred
to in the CIBER Prospectus, there are no outstanding rights (including,
without limitation, preemptive rights), warrants or options to acquire, or
instruments convertible into or exchangeable for, any shares of capital
stock or other equity interest in the Company or any of its subsidiaries,
or any contract, commitment, agreement, understanding or arrangement of any
kind relating to the issuance of any capital stock of the Company or any
such subsidiary, any such convertible or exchangeable securities or any
such rights, warrants or options.

(x) AUTHORIZATION OF AGREEMENT. This Agreement has been duly
authorized, executed and delivered by the Company.

(xi) ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company nor any
of its subsidiaries is, or with the giving of notice or lapse of time or
both would be, in violation of or in default under, its respective charter
or by-laws or any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which it or any of them or any of their
respective properties is bound, except for violations and defaults which
individually and in the aggregate are not material to the Company and its
subsidiaries, taken as a whole; the performance by the Company of its
obligations under this Agreement and the consummation of the transactions
contemplated herein will not conflict with or result in a breach of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other material agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound or to which any of
the property or assets of the Company or any of its subsidiaries is
subject, except for conflicts or breaches which individually or in the
aggregate are not material to the Company and its subsidiaries, taken as a
whole, nor will any such action result in any violation of the provisions
of the Certificate of Incorporation or the By-Laws of the Company or of the
provisions of any applicable law or statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction
over the Company, its subsidiaries or any of their respective properties,
except for violations which individually or in the aggregate are not
material to the Company and its subsidiaries, taken as a whole; and no
consent, approval, authorization, order, registration or qualification of
or with any such court or governmental agency or body is required for the
performance by the Company of its obligations under this Agreement or the
consummation by the Company of the transactions contemplated herein, except
such consents, approvals, authorizations, registrations or qualifications
as have been obtained under the 1933 Act, the 1933 Act Regulations, the
1934 Act, the 1934 Act

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<PAGE>

Regulations and the rules and regulations of the National Association of
Securities Dealers, Inc. ("NASD") and the New York Stock Exchange, and as
may be required under the Commodities Exchange Act, the Commodities
Futures Trading Commission Act of 1974, the Commodity Distribution Reform
Act and similar state and federal laws, rules and regulations governing the
issuance, sale and distribution of commodities, or under state securities
or Blue Sky laws, in connection with the purchase and distribution of the
Securities by the Underwriter.

(xii) ABSENCE OF INTER-RELATIONSHIPS. No relationship, direct or
indirect, exists between or among the Company or any of its subsidiaries on
the one hand, and the directors, officers, stockholders, customers or
suppliers of the Company or any of its subsidiaries on the other hand,
which is required by the 1933 Act or the 1933 Act Regulations to be
described in the CIBER Registration Statement and the CIBER Prospectus
which is not so described in all material respects in accordance with the
1933 Act and the 1933 Act Regulations.

(xiii) ABSENCE OF PROCEEDINGS. Other than as set forth or
contemplated in the CIBER Prospectus, there are no legal or governmental
proceedings pending or, to the knowledge of the Company, threatened to
which the Company or any of its subsidiaries is or may be a party or to
which any property of the Company or any of its subsidiaries is or may be
the subject which, if determined adversely to the Company, could
individually or in the aggregate reasonably be expected to have a material
adverse effect on the business, financial condition or results of
operations of the Company and its subsidiaries, taken as a whole, and, to
the Company's knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others.

(xiv) POSSESSION OF INTELLECTUAL PROPERTY. Except as disclosed in
the CIBER Prospectus, the Company owns, licenses or possesses adequate
rights to use all material patents, patent applications, trademarks,
service marks, trade names, trademark registrations, service mark
registrations, copyrights, licenses, inventions, trade secrets and other
proprietary and similar rights necessary for the conduct of its business as
currently conducted.

(xv) COMPLIANCE WITH LAW. Except as disclosed in the CIBER
Prospectus, the business and operations conducted by the Company, as
described in the CIBER Prospectus, are being conducted in compliance in all
material respects with all applicable laws, foreign or domestic, and all
applicable rules and regulations of all public authorities having
jurisdiction over the Company.

(xvi) TITLE TO PROPERTY. The Company and its subsidiaries have
good and marketable title to all real property and good title to all
personal property owned them and used in their business, in each case, free
and clear of all liens, encumbrances and defects except such as (a) are
described or referred to in the CIBER Prospectus or (b) do not materially
affect the value of such property and do not interfere with the use made of
such property by the Company and its subsidiaries; and any real property
and buildings held under lease by the Company and its subsidiaries are held
by them under valid, existing

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<PAGE>

and enforceable leases with such exceptions as are not material and do not
interfere with the use made of such property and buildings by the Company
or its subsidiaries.

(xvii) INVESTMENT COMPANY ACT. The Company is not an "investment
company" or an entity "controlled" by an "investment company" as such terms
are defined in the Investment Company Act of 1940, as amended.

(xviii) REGISTRATION RIGHTS. Other than the registration rights
which have either been fulfilled, do not apply or have been properly
waived, no person has the right to require the Company to register any
securities for offering and sale under the 1933 Act by reason of the filing
of the CIBER Registration Statement with the Commission.

(xix) INSURANCE. The Company maintains insurance of the types and
in the amounts that the Company deems adequate for its business and, to its
knowledge, generally consistent with insurance maintained by similar
companies in similar businesses, including, but not limited to, general
liability insurance, and insurance covering all real and personal property
owned or leased by the Company against theft, damage, destruction, acts of
vandalism and all other risks customarily insured against, all of which
insurance is in full force and effect.

(xx) ACCOUNTING CONTROL. The Company maintains a system of
internal accounting controls sufficient to provide reasonable assurances
that (i) transactions are executed in accordance with management's general
or specific authorization; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain accountability for assets;
(iii) access to assets is permitted only in accordance with management's
general or specific authorization; and (iv) the recorded accountability for
assets is compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.

(xxi) TAXES. The Company has filed all federal, state, local
and foreign income withholding and franchise tax returns and taxes which
have been required to be filed and has paid all taxes indicated by said
returns and all assessments received by it to the extent that such taxes
and assessments have become due and payable, other than where the failure
to file such tax returns or to pay such taxes or assessments would not,
individually or in the aggregate, have a material adverse effect on the
Company and its subsidiaries, taken as a whole; the Company (i) has paid
all federal, state, local and foreign taxes and assessments that are due
from the Company, including but not limited to withholding taxes and
amounts payable under Chapters 21 through 24 of the Internal Revenue Code
of 1986, as amended (the "Code"), and has furnished all information returns
that the Company is required to furnish pursuant to the Code, except where
the failure to pay such taxes or assessments would not have a material
adverse effect on the Company or its subsidiaries, taken as a whole; (ii)
has established adequate reserves for such taxes which are not due and
payable and that are known to the Company after reasonable inquiry as to
the adequacy of tax reserves, and, (iii) to its knowledge, does not

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<PAGE>

have any tax deficiency or claim outstanding, proposed or assessed against
it, except in each case where the failure to pay such taxes or assessments
would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole; the Company has not granted any extension
of any statute of limitations to any federal, state, local or foreign tax
authority for any period, nor has the Company requested any extension of
the time for filing any federal, state, local or foreign tax return or
form.

(xxii) STABILIZATION. The Company will not take, directly or
indirectly, any action (and the Company knows of no any action by its
directors, officers or stockholders or by others) designed to or which has
constituted or which might reasonably be expected to cause or result in,
under Regulation M or otherwise, stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of the
Securities in violation of the 1934 Act.

(b) OFFICER'S CERTIFICATES. Any certificate signed by any officer of
the Company (other than the Contracting Stockholder) or any subsidiary and
delivered to the Underwriter or counsel for the Underwriter or to ML&Co. or
counsel for ML&Co. in connection with the offering of the Securities shall be
deemed a representation and warranty by the Company to the Underwriter and to
ML&Co., as the case may be, as to the matters covered thereby.

SECTION 2. COVENANTS OF THE COMPANY. The Company covenants with the
Underwriter and with ML&Co. as follows:

(a) COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION REQUESTS. The
Company, subject to Section 2(b), will notify the Underwriter and ML&Co.
immediately, and confirm the notice in writing, (i) when any post-effective
amendment to the CIBER Registration Statement shall become effective, or any
supplement to the CIBER Prospectus or any amended CIBER Prospectus shall have
been filed, (ii) of the receipt of any comments from the Commission, (iii) of
any request by the Commission for any amendment to the CIBER Registration
Statement or any amendment or supplement to the CIBER Prospectus or for
additional information, and (iv) of the issuance by the Commission of any stop
order suspending the effectiveness of the CIBER Registration Statement or of any
order preventing or suspending the use of any CIBER preliminary prospectus or
the CIBER Prospectus, or of the suspension of the qualification of the shares of
CIBER Common Stock deliverable upon payment and discharge of the Securities for
offering or sale in any jurisdiction, or of the initiation or threatening of any
proceedings for any of such purposes. The Company will promptly effect the
filings necessary pursuant to Rule 424(b) and will take such steps as it deems
necessary to ascertain promptly whether the form of prospectus transmitted for
filing under Rule 424(b) was received for filing by the Commission and, in the
event that it was not, it will promptly file such prospectus. The Company will
make every reasonable effort to prevent the issuance of any stop order and, if
any stop order is issued, to obtain the lifting thereof at the earliest possible
moment.

(b) FILING OF AMENDMENTS. The Company will give the Underwriter and
ML&Co. notice of its intention to file or prepare any amendment to the CIBER
Registration Statement

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<PAGE>

(including any CIBER Rule 462(b) Registration Statement) or any amendment,
supplement or revision to either the prospectus included in the CIBER
Registration Statement at the time it became effective or to the CIBER
Prospectus, will furnish the Underwriter and ML&Co. with copies of any such
documents a reasonable amount of time under the circumstances prior to such
proposed filing or use, as the case may be, and will not file or use any such
document to which counsel for the Underwriter or counsel for ML&Co. shall
reasonably object.

(c) DELIVERY OF CIBER REGISTRATION STATEMENTS. The Company has furnished
or will deliver to each of the Underwriter, counsel for the Underwriter, ML&Co.
and counsel for ML&Co., without charge, one signed copy of the CIBER
Registration Statement as originally filed and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein) and
conformed copies of all consents and certificates of experts.

(d) DELIVERY OF CIBER PROSPECTUSES. The Company has delivered to ML&Co.
and to the Underwriter, without charge, as many copies of each CIBER preliminary
prospectus as ML&Co. and the Underwriter reasonably requested, and the Company
hereby consents to the use of such copies for purposes permitted by the 1933
Act. The Company will furnish to ML&Co. and the Underwriter, without charge,
during the period when the CIBER Prospectus is required to be delivered under
the 1933 Act or the 1934 Act, such number of copies of the CIBER Prospectus (as
amended or supplemented) as ML&Co. and the Underwriter may reasonably request.

(e) CONTINUED COMPLIANCE WITH SECURITIES LAWS. The Company will comply
with the 1933 Act and the 1933 Act Regulations so as to permit the completion of
the distribution of the Securities as contemplated in the Purchase Agreement.
If at any time when a prospectus is required by the 1933 Act to be delivered in
connection with sales of the Securities any event shall occur or condition shall
exist as a result of which it is necessary, in the reasonable opinion of counsel
for the Underwriter, counsel for ML&Co. or counsel for the Company, to amend the
CIBER Registration Statement or amend or supplement the CIBER Prospectus in
order to ensure that the CIBER Prospectus will not include any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the circumstances existing
at the time it is delivered to a purchaser, or if it shall be necessary, in the
reasonable opinion of any such counsel, at any such time to amend the CIBER
Registration Statement or amend or supplement the CIBER Prospectus in order to
comply with the requirements of the 1933 Act or the 1933 Act Regulations, the
Company will promptly prepare and file with the Commission, subject to Section
2(b), such amendment or supplement as may be necessary to correct such statement
or omission or to make the CIBER Registration Statement or the CIBER Prospectus
comply with such requirements, and the Company will furnish to the Underwriter
and ML&Co. such number of copies of such amendment or supplement as the
Underwriter and ML&Co. may reasonably request.

(f) BLUE SKY QUALIFICATIONS. The Company will use its best efforts, in
cooperation with the Underwriter, to qualify the shares of CIBER Common Stock
deliverable upon payment and discharge of the Securities for offering and sale
under the applicable securities laws of such

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<PAGE>

states and other jurisdictions (domestic or foreign) as the Underwriter may
reasonably designate and to maintain such qualifications in effect through the
maturity date of the Securities; PROVIDED, HOWEVER, that the Company shall not
be obligated to file any general consent to service of process or to qualify as
a foreign corporation or as a dealer in securities in any jurisdiction in which
it is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. In each
jurisdiction in which the shares of CIBER Common Stock deliverable upon payment
and discharge of the Securities have been so qualified, the Company will file
such statements and reports as may be required by the laws of such jurisdiction
to continue such qualification in effect through the maturity date of the
Securities.

(g) RULE 158. The Company will timely file such reports pursuant to the
1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

(h) RESTRICTION ON SALE OF SECURITIES. During a period of 90 days from
the date of the CIBER Prospectus, the Company will not, without the prior
written consent of the Underwriter, (i) directly or indirectly, offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of any shares of CIBER Common Stock or any
securities convertible into or exercisable or exchangeable for shares of CIBER
Common Stock or file any registration statement under the 1933 Act with respect
to any of the foregoing or (ii) enter into any swap or any other agreement or
any transaction that transfers, in whole or in part, directly or indirectly, any
of the economic consequences of ownership of any CIBER Common Stock, whether or
not any such transaction described in clause (i) or (ii) above is to be settled
by delivery of CIBER Common Stock or such other securities, in cash or
otherwise. The foregoing sentence shall not apply to (A) the CIBER Common Stock
deliverable upon payment and discharge of the Securities, (B) any shares of
CIBER Common Stock issued or options to purchase CIBER Common Stock granted
pursuant to existing employee or director benefit plans of the Company referred
to in the CIBER Prospectus, or any shares of CIBER Common Stock issued upon
exercise of options granted pursuant to any such plan, (C) any shares of CIBER
Common Stock issued by the Company upon the exercise of an option (other than an
option referred to in clause (B) above) or warrant or the conversion of a
security outstanding on the date hereof and referred to in the CIBER Prospectus
and (D) shares of CIBER Common Stock or options to purchase shares of CIBER
Common Stock issued in connection with business combinations, provided that the
number of shares so issued, together with the number of shares issuable upon the
exercise of the options so issued, does not exceed in the aggregate 3.5 million.

(i) REPORTING REQUIREMENTS. The Company, during the period when the CIBER
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will
file all documents required to be filed with the Commission pursuant to the 1934
Act within the time periods required by the 1934 Act and the 1934 Act
Regulations.

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<PAGE>

SECTION 3. PAYMENT OF EXPENSES.

(a) EXPENSES. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the CIBER Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the fees and disbursements of the Company's counsel, accountants
and other advisors, (iii) the qualification of the shares of CIBER Common Stock
deliverable upon payment and discharge of the Securities under securities laws
in accordance with the provisions of Section 2(f) hereof, including filing fees
and the reasonable and accountable fees and disbursements of counsel for the
Underwriter in connection therewith, (iv) the printing and delivery to the
Underwriter and ML&Co. of copies of each CIBER preliminary prospectus and of the
CIBER Prospectus and any amendments or supplements thereto, (v) the preparation
and delivery to the Underwriter of copies of the Blue Sky Survey and any
supplement thereto, (vi) the fees and expenses of any transfer agent or
registrar for the CIBER Common Stock, and (vii) the filing fees incident to the
review by the NASD of the terms of the offering and sale of the shares of CIBER
Common Stock deliverable upon payment and discharge of the Securities.

(b) ALLOCATION OF EXPENSES. The provisions of this Section 3 shall not
affect any separate agreement that the Company and the Contracting Stockholder
may make or may have made for the sharing of such costs and expenses.

SECTION 4. INDEMNIFICATION.

(a) INDEMNIFICATION OF UNDERWRITER AND ML&CO. Subject to the last
paragraph of this Section 4(a), the Company agrees to indemnify and hold
harmless (1) the Underwriter and each person, if any, who controls the
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act, and (2) ML&Co. and each person, if any, who controls ML&Co. within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, as
follows:

(i) subject to subsection (c) below, against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, arising out
of any untrue statement or alleged untrue statement of a material fact
contained in the CIBER Registration Statement (or any amendment thereto) or
the omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any CIBER preliminary prospectus
or the CIBER Prospectus (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount paid
in settlement of any litigation, or any investigation or proceeding by any
governmental agency or body,

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<PAGE>

commenced or threatened, or of any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission, referred to under (i) above; PROVIDED that (subject to Section
4(d) below) any such settlement is effected with the written consent of the
Company; and

(iii) subject to subsection (c) below, against any and all expense
whatsoever, as incurred (including the fees and disbursements of counsel
chosen by the Underwriter or ML&Co., as the case may be), reasonably
incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission,
referred to under (i) above, to the extent that any such expense is not
paid under (i) or (ii) above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with (A) written information furnished to the Company
by the Underwriter expressly for use in the CIBER Registration Statement (or
any amendment thereto), or any CIBER preliminary prospectus or the CIBER
Prospectus (or any amendment or supplement thereto) or (B) written information
furnished to the Company by ML&Co. expressly for use in the CIBER Registration
Statement (or any amendment thereto), or any CIBER preliminary prospectus or
the CIBER Prospectus (or any amendment or supplement thereto); PROVIDED,
FURTHER, HOWEVER, that the foregoing indemnity with respect to any untrue
statement contained in or omission from a CIBER preliminary prospectus shall
not inure to the benefit of the Underwriter (or to the benefit of any person
controlling the Underwriter) if such untrue statement contained in or omission
from the CIBER preliminary prospectus was eliminated or remedied in the CIBER
Prospectus (as amended or supplemented if the Company shall have furnished to
the Underwriter any amendments or supplements thereto) and, if required by
law, a copy of the CIBER Prospectus (as amended or supplemented if the Company
shall have furnished to the Underwriter any amendments or supplements thereto)
shall not have been furnished to such person asserting any such loss,
liability, claim, damage or expense at or prior to the written confirmation of
the sale of the Securities which are the subject thereof to such person.

In the event that any claim for indemnification under (i), (ii) or (iii)
above or contribution under Section 5 hereof is made against the Company and
such indemnified parties seek indemnification or contribution hereunder against
any loss, liability, monetary claim, damage or expense then due and owing
arising out of any untrue statement or omission, or alleged untrue statement or
omission, referred to under (i) above (each such circumstance or event, a
"Loss") such indemnified parties shall first seek to satisfy the Loss in full
from the Contracting Stockholder by making a written demand upon the Contracting
Stockholder for satisfaction of such Loss pursuant to Section 6(b) of the
Purchase Agreement, and shall copy the Company on each such written demand.
Only if such Loss shall remain unsatisfied in whole or in part 45 days following
the date of receipt by the Company of the relevant demand shall any such
indemnified party have the right to take action to satisfy such Loss by making
demand directly on the Company (but only if and to the extent that the
Contracting Stockholder has not already satisfied

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<PAGE>

(and does not thereafter satisfy) such Loss, whether by settlement, release or
otherwise). The indemnified parties shall, however, be relieved of their
obligation to first seek to satisfy a Loss in full from the Contracting
Stockholder or, having sought to satisfy such Loss from the Contracting
Stockholder, to wait such 45 days after failure by the Contracting Stockholder
to satisfy such Loss if (i) the Contracting Stockholder shall commence a
voluntary case or other proceeding seeking relief with respect to himself or his
debts under title 11 of the United States Code (the "Bankruptcy Code") or any
other bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, custodian or other similar
official of his property or any substantial part of his property, or shall
consent to any such relief or to the appointment of or taking possession by any
such official in an involuntary case or other proceeding commenced against him;
(ii) all or substantially all of the Contracting Stockholder's assets shall
become subject to the jurisdiction of a bankruptcy court; (iii) an order for
relief or similar decree shall be entered against the Contracting Stockholder
under the Bankruptcy Code or any other bankruptcy, insolvency or other similar
law now or hereafter in effect; (iv) any court orders or approves the
appointment of a trustee, receiver, custodian or other similar official of the
Contracting Stockholder's property or any substantial part of his property; (v)
the Contracting Stockholder makes a general assignment for the benefit of its
creditors, (vi) the Contracting Stockholder dies or is declared incompetent or
of unsound mind (by appropriate authority) or shall for any other reason cease
to act as trustee of the Bobby G. Stevenson 1998 Revocable Trust; or (vii) the
Contracting Stockholder shall, without the prior written consent of the ML&Co.
Subsidiary, amend, modify or revoke the Bobby G. Stevenson 1998 Revocable Trust
or transfer the situs of administration thereof or change the governing law
applicable thereto in a manner that materially and adversely affects the
indemnified party's ability to pursue a claim agianst the Contracting
Stockholder.

(b) INDEMNIFICATION OF COMPANY, DIRECTORS AND OFFICERS. The Underwriter
agrees to indemnify and hold harmless the Company, its directors, each of its
officers who signed the CIBER Registration Statement, and each person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act, to the same extent as the foregoing indemnity from
the Company to the Underwriter and ML&Co., but only with reference to written
information furnished by the Underwriter or ML&Co., as the case may be,
expressly for use in the CIBER Registration Statement (or any amendment
thereto), or any CIBER preliminary prospectus or the CIBER Prospectus (or any
amendment or supplement thereto).

(c) ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand commenced or asserted against it in respect of
which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. Upon receipt of such notice, the
indemnifying party, severally or jointly with any other indemnifying parties
receiving such notice, shall retain counsel reasonably satisfactory to such
indemnified party to represent such indemnified party and any others the
indemnifying party may designate in respect of such suit, action, proceeding,
claim or demand. In respect of any such suit, action, proceeding, claim or
demand, an indemnified party shall have the right to retain its

15
<PAGE>

own counsel, but the fees and disbursements of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying parties and such
indemnified party shall have mutually agreed to the contrary, (ii) the
indemnifying parties have failed within a reasonable time to retain counsel
reasonably satisfactory to such indemnified party or (iii) the named parties in
any such suit, action or proceeding (including any impleaded parties) include
both indemnifying parties and indemnified parties and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. In no event shall the indemnifying parties be
liable for fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 4 or Section 5 hereof (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

(d) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 4(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 60 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement for all such fees and expenses of counsel, other than such fees and
expenses of counsel which are being contested in good faith by the indemnifying
party.

SECTION 5. CONTRIBUTION. If the indemnification provided for in
Section 4 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then, subject to the last paragraph
of Section 4(a) hereof, the Company on the one hand and the Underwriter and
ML&Co. on the other hand shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriter
and ML&Co. on the other hand from the offering of the Securities pursuant to
the Purchase Agreement or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Underwriter and
ML&Co. on the other

16
<PAGE>

hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

The relative benefits received by the offering of the Securities pursuant
to the Purchase Agreement shall be deemed to be such that the Underwriter and
ML&Co. shall be responsible for that portion of the aggregate amount of such
losses, liabilities, claims, damages and expenses represented by the percentage
that the total underwriting discount received by the Underwriter, as set forth
on the cover of ML&Co. Prospectus, or, if Rule 434 is used, the corresponding
location on the ML&Co. Term Sheet, bears to the aggregate initial public
offering price of the Securities as set forth on such cover and the Company
shall be responsible for the balance.

The relative fault of the Company on the one hand and the Underwriter and
ML&Co. on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Company or the Contracting Stockholder on the one hand or by the
Underwriter or ML&Co. on the other hand and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

The Company, the Underwriter and ML&Co. agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 5. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 5 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

Notwithstanding the provisions of this Section 5, the Underwriter and
ML&Co. shall not be required to contribute any amount in excess of the amount by
which the total price at which the Securities underwritten by the Underwriter
and distributed to the public were offered to the public exceeds the amount of
any damages which the Underwriter and ML&Co. have otherwise been required to pay
by reason of any such untrue or alleged untrue statement or omission or alleged
omission.

No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 5, each person, if any, who controls the
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as the Underwriter; each
person, if any, who controls ML&Co. within the meaning of Section 15 of the 1933
Act shall have the same rights to contribution as ML&Co.;

17
<PAGE>

and each director of the Company, each officer of the Company who signed the
CIBER Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall have the same rights to contribution as the Company.

SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY. All representations, warranties and agreements contained in this
Agreement or contained in certificates of officers of the Company (other than
the Contracting Stockholder) submitted pursuant to the Purchase Agreement,
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of the Underwriter or controlling person
thereof, or by or on behalf of ML&Co. or controlling person thereof or by or
on behalf of the Company, and shall survive delivery of the Securities to the
Underwriter pursuant to the Purchase Agreement.

SECTION 7. TERMINATION. In the event that the Underwriter terminates
the Purchase Agreement as provided in Section 5 or Section 9 thereof, this
Agreement shall simultaneously terminate, except that the provisions of Section
3, the indemnity agreements set forth in Section 4, the contribution provisions
set forth in Section 5, and the provisions of Section 6 shall remain in effect.

SECTION 8. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriter shall be directed to Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, 3300 Hillview Avenue, Suite 150, Palo Alto,
California 94304, attention of Steven F. Strandberg; notices to ML&Co. shall be
directed to Merrill Lynch & Co., Inc., 100 Church Street, 12th Floor, New York,
New York 10007, attention of the Secretary; notices to the Company shall be
directed to CIBER, Inc., DTC Parkway, Suite 1400, Englewood, Colorado 80111.

SECTION 9. PARTIES. This Agreement shall inure to the benefit of and
be binding upon each of the Underwriter, ML&Co. and the Company and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the Underwriter, ML&Co. and the Company and their respective successors and
the controlling persons and officers and directors referred to in Sections 4 and
5 and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the Underwriter, ML&Co. and the
Company and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Securities
from the Underwriter shall be deemed to be a successor by reason merely of such
purchase.

SECTION 10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

18
<PAGE>

SECTION 11. EFFECT OF HEADINGS. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

19
<PAGE>

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the Underwriter, ML&Co. and the Company in accordance with its terms.

Very truly yours,

CIBER, INC.

By:
------------------------------
Name:
Title:

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By:
-----------------------------
Authorized Signatory

MERRILL LYNCH & CO., INC.

By:
----------------------------
Name:
Title:

<PAGE>

Exhibit 5.1

January 22, 1998

CIBER, Inc.
5251 DTC Parkway, Suite 1400
Englewood, Colorado 80111

Re: Registration Statement on Form S-3 Relating to
2,118,358 Shares of Common Stock

Ladies and Gentlemen:

We have acted as counsel for CIBER, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission. The Registration Statement relates to the
registration under the Securities Act of 1933, as amended (the "1933 Act"),
of 2,118,358 shares of the company's common stock, par value $.01 per share
(the "Shares"), offered for the account of a certain stockholder of the
Company.

This opinion is delivered pursuant to the requirements of Item 601(b)(5)
of Regulation S-K under the 1933 Act.

We have examined certain documents, corporate records and other
instruments and relied on originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records and
other instruments, have made such inquiries as to questions of fact of
officers and representatives of the Company, and have made such examinations
of law as we have deemed necessary or appropriate for purposes of giving the
opinion expressed below. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals and the conformity with the originals of all documents submitted to
us as copies.

<PAGE>

CIBER, Inc.
January 22, 1998
Page 2

The following opinion is limited solely to the applicable General
Corporation Law of the State of Delaware. While we are not licensed to
practice in the State of Delaware, we have reviewed applicable provisions of
the General Corporation Law of Delaware as we have deemed appropriate in
connection with the provisions expressed herein. Except as described, we have
neither examined nor do we express any opinion with respect to Delaware law.

Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly and validly authorized, validly issued, fully paid and
non-assessable shares of capital stock of the Company.

We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference
to this firm under the heading "Legal Matters" in the Prospectus included in
the Registration Statement as the counsel who will pass upon the validity of
the Shares. In giving this consent, we do no thereby admit that we are in the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules of the Securities and Exchange Commission
thereunder.

Very truly yours,

/s/ Davis, Graham & Stubbs LLP

DAVIS, GRAHAM & STUBBS LLP

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

THE BOARD OF DIRECTORS
CIBER, INC.:

We consent to the use of our report incorporated by reference herein on the
consolidated balance sheets of CIBER, Inc. and subsidiaries as of June 30, 1997
and 1996, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year period ended June
30, 1997, and to the reference to our firm under the heading "Experts" in the
Prospectus.

/s/ KPMG PEAT MARWICK LLP

Denver, Colorado
January 21, 1998