THINKPATH, INC.

                        AMENDMENT TO EMPLOYMENT AGREEMENT


           AMEMDMENT TO EMPLOYMENT AGREEMENT made as of the 27th day of
January, 2003 by and between THINKPATH, INC., an Ontario corporation, having an
office at 55 University Avenue, Toronto, Ontario, Canada M5J 2H7 (hereinafter
referred to as "Employer") and DECLAN FRENCH, (hereinafter referred to as
"Employee");


                              W I T N E S S E T H:


           WHEREAS, Employer desires to continue to employ Employee as the Chief
Executive Officer of Employer; and

           WHEREAS, Employee is willing to be continue to be employed as the
Chief Executive Officer of Employer in the manner provided for herein.

           WHEREAS, Employer has been unable to pay Employee certain amounts due
as wages and bonus under Employee's original employment agreement dated November
25, 2001 (the "Original Agreement");

           WHEREAS, Employee in connection with his employment under the
Original Agreement, has advanced certain funds on behalf of the Employer which
have been classified as loans to the Employer; and

           WHEREAS, Employee has agreed to accept certain shares of the
Employer's common stock in satisfaction of the Employer's obligation under the
Original Agreement.

           NOW, THEREFORE, in consideration of the promises and mutual covenants
herein set forth it is agreed as follows:

           1. EMPLOYMENT OF CHIEF EXECUTIVE OFFICER. Employer hereby continues
to employ Employee as Chief Executive Officer.

           2. TERM.

                               a. The term of Employee's employment shall be
remain unchanged from the term set forth in the Original
Agreement.


                                      -1-


<PAGE>


           3. DUTIES. The Employee shall perform those functions generally
performed by persons of such title and position, shall attend all meetings of
the stockholders and the Board, shall perform any and all related duties and
shall have any and all powers as may be prescribed by resolution of the Board,
and shall be available to confer and consult with and advise the officers and
directors of Employer at such times that may be required by Employer. Employee
shall report directly and solely to the Board.

           4. COMPENSATION.

                               a. (i) Employee shall be paid the same
compensation as set forth in the Original Agreement, unless
amended hereby.

                                          (ii) Employer shall issue Employee an
aggregate of 12,427,535 shares of its common stock as
consideration for all now existing breaches under the Original Agreement
including accrued wages of $42,691, bonus of $100,000 for the year ended
December 31, 2002, $104,461 in advances to the Employer, interest of $18,803 on
such advances and risk expenses of $82,016.

                                          (iii) Employee is eligible for an
annual bonus, if any, which will be determined and paid in
accordance with policies set from time to time by the Board.

           5. ATTORNEYS' FEES AND COSTS. If any action at law of in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.

           6. MODIFICATION AGREEMENT. Unless otherwise modified herein, all
terms and conditions of the Original Agreement shall remain unchanged and in
full force and effect.

           7. ASSIGNMENT. This Agreement shall not be assigned to other parties.

           8. GOVERNING LAW. This Agreement and all the amendments hereof, and
waivers and consents with respect thereto shall be governed by the internal laws
of the Province of Ontario, without regard to the conflicts of laws principles
thereof.

           9. NOTICES. All notices, responses, demands or other communications
under this Agreement shall be in writing and shall be deemed to have been given
when



                                      -2-


<PAGE>


                               a. delivered by hand;

                               b. sent be telex or telefax, (with receipt
confirmed), provided that a copy is mailed by registered or
certified mail, return receipt requested; or

                               c. received by the addressee as sent by express
delivery service (receipt requested) in each case to the
appropriate addresses, telex numbers and telefax numbers as the party may
designate to itself by notice to the other parties.

                     10. SEVERABILITY OF AGREEMENT. Should any part of this
Agreement for any reason be declared invalid by a court of
competent jurisdiction, such decision shall not affect the validity of any
remaining portion, which remaining provisions shall remain in full force and
effect as if this Agreement had been executed with the invalid portion thereof
eliminated, and it is hereby declared the intention of the parties that they
would have executed the remaining portions of this Agreement without including
any such part, parts or portions which may, for any reason, be hereafter
declared invalid.

                     IN WITNESS WHEREOF, the undersigned have executed this
agreement as of the day and year first above written.

                                    THINKPATH, INC


                                    By:  /s/ KELLY HANKINSON
                                       -----------------------
                                       Kelly Hankinson
                                       Chief Financial Officer



                                        /S/ DECLAN FRENCH
                                       ------------------------
                                       Declan French


                                      -3-


<PAGE>