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                                                                    Exhibit 10.2

                              EMPLOYMENT AGREEMENT


         This Employment Agreement (the "Agreement"), made and entered into as
of the 19th day of September, 2002 (the "Effective Date") by and between
Predictive Systems, Inc., a Delaware corporation with principal offices located
at 19 West 44th Street, New York, New York (the "Company"), and Shawn Kreloff
(the "Executive"). The Company and the Executive may be referred to herein
individually as a "Party" or collectively as the "Parties".

                                   WITNESSETH

         WHEREAS, the Company has a need for the Executive's personal services
in an executive capacity; and

         WHEREAS, the Executive possesses the necessary strategic, financial,
planning, operational and managerial skills necessary to fulfill those needs;
and

         WHEREAS, the Executive and the Company desire to enter into a formal
Employment Agreement to fully recognize the contributions of Executive to the
Company and to assure continuous harmonious performance of the affairs of the
Company.

         NOW, THEREFORE, in consideration of the mutual promises, terms,
provisions, and conditions contained herein, the parties agree as follows:

I. Position and Duties.

The Company hereby agrees to employ the Executive to serve in the role of
Executive Vice President of Sales and Business Development, subject to the
limitations set forth herein. The Executive accepts such employment upon the
terms and conditions set forth herein, and further agrees to perform to the best
of his abilities the duties generally associated with his position, as well as
such other duties commensurate with his position as Executive Vice President as
may be reasonably assigned by the Company. The Executive shall, at all times
during the Term (as defined below), report directly to the Chief Executive
Officer. The Executive's responsibilities shall initially include coordinating
the Company's business development, sales and marketing functions. The Executive
shall perform his duties diligently and faithfully and shall devote his full
business time and attention to such duties, provided however, that nothing
herein shall preclude the Executive from (i) serving on the boards of directors
of a reasonable number of other corporations with the prior written approval of
the Chief Executive Officer (which approval shall not be unreasonably withheld),
as long as such service does not require a time commitment of more than an
average of 4 hours per week; (ii) serving on the boards of a reasonable number
of trade associations and/or charitable organizations, (iii) engaging in
charitable activities and community affairs and (iv) managing his personal
investments and affairs, provided that such activities do not conflict or
interfere with the effective discharge of his duties and responsibilities under
this Agreement, or otherwise violate any of the terms of this Agreement.

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II.      Term of Employment and Renewal.

         The term of Executive's employment under this Agreement will commence
on the Effective Date. Subject to the provisions of Section 10 of this
Agreement, the term of Executive's employment hereunder shall be for an initial
term of three (3) years from the Effective Date (the "Initial Term"). The
Initial Term of this Agreement shall be automatically extended for successive
one (1) year periods (each a "Renewal Period") unless the Company or the
Executive gives written notice to the other at least ninety (90) days prior to
the expiration of the Initial Term or a Renewal Period, of such Party's election
not to extend this Agreement. References herein to the "Term" shall mean the
Initial Term as it may be so extended by one or more Renewal Periods. The last
day of the Term is the "Expiration Date."

III.     Compensation and Benefits.

         A.       Salary. Commencing on the Effective Date, the Company agrees
                  to pay the Executive a base salary at an annual rate of One
                  Hundred Ninety Thousand Dollars ($190,000.00), payable in such
                  installments as is the policy of the Company (the "Salary"),
                  but no less frequently than monthly. The Salary shall be
                  eligible for annual review by the Board beginning with
                  calendar year 2003, and shall not be decreased unless all of
                  the Executive's peer executives undergo substantially similar
                  reductions. For the purposes of this Agreement, "peer
                  executives" shall be defined to mean those executives who
                  report directly to the Chief Executive Officer.

         B.       Bonuses. The Executive shall be entitled to receive annual
                  bonuses beginning for calendar year 2003 with adjustments, as
                  set forth below, depending upon the Company's achievement of
                  revenue targets (each, a "Target"), to be set by the Chief
                  Executive Officer or his or her designee, with input from the
                  Executive, at the beginning of each calendar year during the
                  Term. Such Targets are to be consistent with the revenue
                  targets given to the CEO and CFO of the Company The following
                  minimum revenue thresholds shall apply to the Executive's
                  annual bonus: he shall receive no bonus if the Company
                  achieves less than 80% of the Target, a bonus equal to 50% of
                  the Salary if the Company achieves between 80% and 84% of the
                  Target, a bonus equal to 60% of the Salary if the Company
                  achieves between 85% and 89% of the Target, a bonus equal to
                  70% of the Salary if the Company achieves between 90% and 94%
                  of the Target, a bonus equal to 80% if the Company achieves
                  between 95% and 99% of the Target, and for each Target amount
                  achieved equal to 100% or more of the Target, a bonus equal to
                  the percentage amount of the Target achieved. The annual bonus
                  shall be paid by March 31 of the year following the calendar
                  year being measured. The Executive must be employed by the
                  Company on the bonus payment date in order to be deemed to
                  have earned and be eligible for such bonus, provided, however,
                  that if the Executive is terminated without Cause, as defined
                  below, or resigns with Good Reason, as defined below, from
                  January 1 through March 31 in any calendar year, he shall be
                  deemed to have earned, and is eligible for, the bonus, if any,
                  applicable to the prior calendar year, which bonus shall be
                  paid by March 31 of the year in which such termination without
                  Cause, as defined below, or resignation for Good Reason, as
                  defined below, occurs.


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         C.       Benefits. The Executive shall be entitled to participate in
                  all employee benefit plans which the Company provides or may
                  establish from time to time for the benefit of its employees
                  or senior-level executives, including, without limitation,
                  group life, medical, surgical, dental and other health
                  insurance, short and long-term disability, deferred
                  compensation, profit-sharing and similar plans subject to the
                  terms and conditions of the applicable plans and/or policies.
                  The Executive shall also be entitled to paid vacation of
                  twenty (20) days per year, in accordance with the Company's
                  vacation policy.

         D.       Stock Options. On the Effective Date, the Company shall grant
                  the Executive, pursuant to the Company's 1999 Stock Incentive
                  Plan (the "Plan"), an option to purchase Five Hundred Thousand
                  (500,000) shares of the Company's common stock (the "Option
                  Shares") at a purchase price equal to the closing price of the
                  Company's common stock on the date of the grant, under the
                  terms and conditions set forth in the Plan and the Company's
                  standard Notice Of Grant of Stock Option, and the exhibits
                  thereto, which shall be provided to the Executive upon the
                  date of the stock option grant provided for herein, vesting
                  and becoming exercisable as to 25% of the Option Shares on the
                  first anniversary of the grant, and in thirty-six (36) equal
                  monthly installments thereafter as long as the Executive is
                  employed by the Company on such vesting dates.

         E.       Restricted Stock. Effective January 2, 2003, the Company shall
                  grant the Executive, pursuant to the Plan, Three Hundred
                  Seventy Five Thousand (375,000) shares of restricted stock
                  (the "Restricted Stock"). The Restricted Stock grant shall be
                  subject to the terms and conditions set forth in the Plan and
                  the Company's standard Stock Purchase Agreement, and the
                  exhibits thereto, which shall be provided to the Executive
                  upon the date of the Restricted Stock grant provided for
                  herein. The Restricted Stock shall be subject to a repurchase
                  right by the Company at the purchase price paid by the
                  Executive, which repurchase right shall lapse as to 25% of the
                  Restricted Stock on the first anniversary of the Effective
                  Date, and in thirty-six (36) equal monthly installments
                  thereafter as long as the Executive is employed by the
                  Company, provided that, if the Executive is terminated without
                  Cause, as defined below, or resigns with Good Reason, as
                  defined below, prior to the first anniversary of the Effective
                  Date, the Company's repurchase right shall lapse as to a
                  percentage of the Restricted Stock equal to the number of full
                  months of the Executive's employment by the Company divided by
                  48.

         F.       Purchase of Common Stock. The Executive shall, effective on
                  the Effective Date, purchase from the Company, pursuant to the
                  terms and conditions of a Stock Purchase Agreement attached
                  hereto as Exhibit B, such number of shares of the Company's
                  Common Stock equal to the price listed for such stock on the
                  NASDAQ National Market on the Effective Date or, if the
                  Effective Date is not a regular trading day, the first regular
                  trading day thereafter, divided by Fifty Thousand (50,000).

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         G.       Other Long-Term Incentives. The Executive shall be eligible to
                  participate in any ongoing long-term incentive programs of the
                  Company subject to the terms and conditions of such programs.

         H.       Perquisites. The Executive shall be entitled to perquisites on
                  the same basis as provided to other senior-level executives of
                  the Company from time to time.

         I.       Expenses. The Company shall pay or reimburse the Executive for
                  all reasonable out-of-pocket expenses actually incurred by him
                  during the Term in performing services hereunder in accordance
                  with the time periods specified in the Company's expense
                  policy, provided that the Executive properly accounts for such
                  expenses in accordance with the Company's policy.

IV.      Confidentiality, Disclosure of Information.

         A.       The Executive recognizes and acknowledges that the Executive
                  will have access to Confidential Information (as defined
                  below) relating to the business or interests of the Company or
                  of persons with whom the Company may have business
                  relationships. Except as permitted herein, the Executive will
                  not during the Term, or at any time thereafter, use, disclose
                  or permit to be known by any other person or entity, any
                  Confidential Information of the Company (except (i) as
                  required by applicable law, by a court of law or an
                  arbitrator, by any governmental agency having supervisory
                  authority over the business of the Company or by any
                  administrative or legislative body (including a committee
                  thereof) with jurisdiction to do so, (ii) as necessary in the
                  good faith furtherance of the Company's business objectives,
                  as long as the Executive seeks, to the maximum extent
                  possible, to protect such Confidential Information through
                  contractual or other legal mechanism; (iii) with the Board's
                  prior written authorization). The term "Confidential
                  Information" means information relating to the Company's
                  business affairs, proprietary technology, trade secrets,
                  patented processes, research and development data, know-how,
                  market studies and forecasts, competitive analyses, pricing
                  policies, employee lists, employment agreements (other than
                  this Agreement), personnel policies, the substance of
                  agreements with customers, suppliers and others, marketing
                  arrangements, customer lists, commercial arrangements or any
                  other information relating to the Company's business that is
                  not generally known to the public or to actual or potential
                  competitors of the Company (other than through a breach of
                  this Agreement). This obligation shall continue until such
                  Confidential Information becomes available to the public or
                  the relevant trade or industry, other than pursuant to a
                  breach of this Section 4 by the Executive, regardless of
                  whether the Executive continues to be employed by the Company.

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         B.       It is further agreed and understood by and between the parties
                  to this Agreement that all "Company Materials," which include,
                  but are not limited to, computers, computer software, computer
                  disks, tapes, printouts, source, HTML and other code,
                  flowcharts, schematics, designs, graphics, drawings,
                  photographs, charts, graphs, notebooks, customer lists, sound
                  recordings, other tangible or intangible manifestation of
                  content, and all other documents whether printed, typewritten,
                  handwritten, electronic, or stored on computer disks, tapes,
                  hard drives, or any other tangible medium, as well as samples,
                  prototypes, models, products and the like, shall be the
                  exclusive property of the Company and, upon termination of
                  Executive's employment with the Company, and/or upon the
                  request of the Company, all Company Materials, including
                  copies thereof, as well as all other Company property then in
                  the Executive's possession or control, shall be returned to
                  and left with the Company except for any documents for which
                  the Company has given written consent to removal and except
                  for his personal Rolodex, calendars, diaries, personal files
                  and similar items, provided that such items must be examined
                  by an authorized agent of the Company and all Confidential
                  Information deleted prior to being retained by the Executive.

V.       Inventions Discovered by Executive.

         The Executive shall promptly disclose to the Company any invention,
improvement, discovery, process, formula, or method or other intellectual
property, whether or not patentable or copyrightable (collectively,
"Inventions"), conceived or first reduced to practice by the Executive, either
alone or jointly with others, while performing services hereunder (or, if based
on any Confidential Information, at any time during or after the Term), (a)
which pertain to any line of business activity of the Company, whether then
conducted or then being actively planned by the Company, with which the
Executive was or is involved, (b) which is developed using time, material or
facilities of the Company, whether or not during working hours or on the Company
premises, or (c) which directly relates to any of the Executive's work during
the Term, whether or not during normal working hours. The Executive hereby
assigns to the Company all of the Executive's right, title and interest in and
to any such Inventions. During and after the Term, the Executive shall execute
any documents necessary to perfect the assignment of such Inventions to the
Company and to enable the Company to apply for, obtain and enforce patents,
trademarks and copyrights in any and all countries on such Inventions,
including, without limitation, the execution of any instruments and the giving
of evidence and testimony, without further compensation beyond the Executive's
agreed compensation during the course of the Executive's employment. Without
limiting the foregoing, the Executive further acknowledges that all original
works of authorship by the Executive, whether created alone or jointly with
others, related to the Executive's employment with the Company and which are
protectable by copyright, are "works made for hire" within the meaning of the
United States Copyright Act, 17 U.S.C. ss. 101, as amended, and the copyright of
which shall be owned solely, completely and exclusively by the Company. If any
Invention is considered to be work not included in the categories of work
covered by the United States Copyright Act, 17 U.S.C. ss. 101, as amended, such
work is hereby assigned or transferred completely and exclusively to the
Company. The Executive hereby irrevocably designates counsel to the Company as
the Executive's agent and attorney-in-fact to do all lawful acts necessary to
apply for and obtain patents and copyrights and to enforce the Company's rights
under this Section. This Section 5 shall survive the termination of this
Agreement. Any assignment of copyright hereunder includes all rights of
paternity, integrity, disclosure and withdrawal and any other rights that may be
known as or referred to as "moral rights" (collectively "Moral Rights"). To the
extent such Moral Rights cannot be assigned under applicable law and to the
extent the following is allowed by the laws in the various countries where Moral
Rights exist, the Executive hereby waives such Moral Rights and consents to any
action of the Company that would violate such Moral Rights in the absence of
such consent. The Executive agrees to confirm any such waivers and consents from
time to time as requested by the Company.

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VI.      Non-Competition and Non-Solicitation.

         The Executive acknowledges that the Company has invested substantial
time, money and resources in the development and retention of its Inventions,
Confidential Information (including trade secrets), customers, accounts and
business partners, and further acknowledges that during the course of the
Executive's employment with the Company the Executive will have access to the
Company's Inventions and Confidential Information (including trade secrets), and
will be introduced to existing and prospective customers, accounts and business
partners of the Company. The Executive acknowledges and agrees that the
Company's business is international in scope. The Executive acknowledges and
agrees that any and all "goodwill" associated with any existing or prospective
customer, account or business partner belongs exclusively to the Company,
including, but not limited to, any goodwill created as a result of direct or
indirect contacts or relationships between the Executive and any existing or
prospective customers, accounts or business partners. Additionally, the parties
acknowledge and agree that the Executive possesses skills that are special,
unique or extraordinary and that the value of the Company depends, in great
part, upon his use of such skills on its behalf.

         In recognition of this, the Executive covenants and agrees that:

         A.       During the Term, and for a period of six (6) months
                  thereafter, the Executive may not, without the prior written
                  consent of the Board (whether as an employee, agent, servant,
                  owner, partner, consultant, independent contractor,
                  representative, stockholder or in any other capacity
                  whatsoever), participate in any business that offers products
                  or services directly competitive with any of those offered by
                  the Company, or that were under active development by the
                  Company during the Term (any such business, a "Competitor,"
                  any such products or services, "Competitive Services"),
                  provided that nothing herein shall prohibit the Executive from
                  (i) owning securities of corporations which are listed on a
                  national securities exchange or traded in the national
                  over-the-counter market in an amount which does not exceed 3%
                  of the outstanding shares of such corporation or (ii) after
                  termination of his employment (x) participating in the
                  business of a separately managed and operated division,
                  subsidiary or affiliate of a Competitor, provided that such
                  division, subsidiary or affiliate does not offer Competitive
                  Services and the Executive has no business communications with
                  employees of any division, subsidiary or affiliate of the
                  Competitor that offers Competitive Services regarding the
                  business of the competitive division, subsidiary or affiliate
                  or (y) becoming affiliated with an entity that is not a
                  Competitor but that is subsequently acquired by or merged with
                  a Competitor, provided that, following such acquisition or
                  merger, he is participating in the business of a separately
                  managed and operated division, subsidiary or affiliate of the
                  Competitor that does not offer Competitive Services and he has
                  no business communications with employees of any division,
                  subsidiary or affiliate of the Competitor that offers
                  Competitive Services regarding the business of the competitive
                  division, subsidiary or affiliate.

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         B.       During the Term, other than in the course of the proper
                  performance of his duties hereunder, and for a period of one
                  (1) year thereafter, the Executive may not knowingly, directly
                  or indirectly through another individual or individuals,
                  entice, solicit or encourage any Company employee to leave the
                  employ of the Company or any independent contractor to sever
                  its engagement with the Company, absent prior written consent
                  to do so from the Board.

         C.       During the Term, and for a period of one (1) year thereafter,
                  the Executive may not knowingly, directly or indirectly
                  through another individual or individuals, entice, solicit or
                  encourage any customer, prospective customer, vendor,
                  strategic partner or business associate of the Company (i) to
                  cease doing business with the Company, reduce its relationship
                  with the Company or refrain from establishing or expanding a
                  relationship with the Company or (ii) for the purpose of
                  offering Competitive Services. For purposes of this Agreement,
                  "prospective customer" shall mean those businesses to whom the
                  Company submitted a written proposal to perform services
                  during the Term.

VII.     Non-Disparagement.

         A.       The Executive hereby agrees that during the Term, and for a
                  period of one (1) year thereafter, the Executive will not
                  intentionally make any public statement that is disparaging
                  about the Company or any of its officers or directors,
                  including, but not limited to, any public statement that
                  disparages the products, services, finances, financial
                  condition, capabilities or other aspect of the business of the
                  Company.

         B.       The Company hereby agrees that during the Term and for a
                  period of one (1) year thereafter its officers and directors
                  will not intentionally make any public statement that is
                  disparaging about the Executive, including, but not limited
                  to, any statement that disparages the services, capabilities,
                  performance or any other aspect of the Executive's
                  relationship with the Company.

         C.       This Section 7 shall not prevent any person or entity subject
                  to it from responding publicly to incorrect or disparaging
                  public statements made in violation of this Section 7 to the
                  extent reasonably necessary to correct or refute such public
                  statements or from making truthful statements when necessary
                  to enforce this Agreement or required by applicable law, by a
                  court of law or an arbitrator, by any governmental agency
                  having supervisory authority over the business of the Company
                  or by any administrative or legislative body (including a
                  committee thereof) with jurisdiction to do so.

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VIII.    Provisions Necessary and Reasonable.

         A.       The Executive agrees that

                  1.       the provisions of Sections 4, 5, 6 and 7 of this
                           Agreement are necessary and reasonable to protect the
                           Company's Confidential Information, Inventions, and
                           goodwill;

                  2.       the specific temporal, geographic and substantive
                           provisions set forth in Section 6 of this Agreement
                           are reasonable and necessary to protect the Company's
                           business interests in part because the Company's
                           business is international in scope; and

                  3.       in the event of any breach of any of the covenants
                           set forth herein, the Company would suffer
                           substantial irreparable harm and would not have an
                           adequate remedy at law for such breach. In
                           recognition of the foregoing, the Executive agrees
                           that in the event of a breach or threatened breach of
                           any of these covenants, in addition to such other
                           remedies as the Company may have at law, without
                           posting any bond or security, the Company shall be
                           entitled to seek equitable relief, in the form of
                           specific performance, and/or temporary, preliminary
                           or permanent injunctive relief, or any other
                           equitable remedy which then may be available. The
                           seeking of such injunction or order shall not affect
                           the Company's right to seek and obtain damages or
                           other equitable relief on account of any such actual
                           or threatened breach.

         B.       If any of the covenants contained in Sections 4, 5, 6 and 7
                  hereof, or any part thereof, is hereafter construed to be
                  invalid or unenforceable, the same shall not affect the
                  remainder of the covenant or covenants, which shall be given
                  full effect without regard to the invalid portions.

         C.       If any of the covenants contained in Sections 4, 5, 6 and 7
                  hereof, or any part thereof, is held to be unenforceable by a
                  court of competent jurisdiction because of the temporal or
                  geographic scope of such provision or the area covered
                  thereby, the Parties agree that the court making such
                  determination shall have the power to reduce the duration
                  and/or geographic area of such provision and, in its reduced
                  form, such provision shall be enforceable.

IX.      Representations.

         A.       Representations by the Executive.

                  1.       The Executive represents that the Executive has no
                           agreement or other legal obligation with any prior
                           employer, or any other person or entity, that
                           restricts the Executive's ability to accept
                           employment, or to perform any function for, the
                           Company.

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                  2.       The Executive has been advised by the Company that at
                           no time should the Executive divulge to or use for
                           the benefit of the Company any trade secret or
                           confidential or proprietary information of any
                           previous employer; the Executive expressly
                           acknowledges that the Executive has not to the best
                           of his knowledge divulged or used any such
                           information for the benefit of the Company.

                  3.       The Executive acknowledges that the Executive has not
                           and will not knowingly misappropriate any Invention
                           that the Executive played any part in creating while
                           working for any former employer.

                  4.       The Executive acknowledges that the Company is basing
                           important business decisions on these
                           representations, and affirms that all of the
                           statements included herein are true to the best of
                           his knowledge.

         B.       Representations by the Company.

                  1.       The Company represents that it is fully authorized by
                           all necessary action of its Board and any other body,
                           entity or person whose action is required to enter
                           into this Agreement and to perform its obligations
                           under it and will, in a reasonably prompt manner,
                           take all commercially reasonable actions necessary to
                           allow performance of all obligations hereunder.

                  2.       The Company acknowledges that the Executive has
                           relied upon such representations in entering into
                           this Agreement.

X.       Termination and Severance; Change of Control.

         Notwithstanding the provisions of Section 2 of this Agreement, the
Executive's employment hereunder may terminate under the following
circumstances:

         A.       Termination by the Company for Cause.

         1.       The Company may terminate the Executive's employment under
                  this Agreement for Cause at any time, subject to the
                  requirements of Section 10(a)(ii) below. For purposes of this
                  Agreement, "Cause" is defined as (A) the Executive's willful
                  and material breach of the terms of this Agreement; (B) the
                  Executive's commission of any felony or any crime involving
                  moral turpitude; (C) willful gross neglect or willful
                  misconduct by the Executive in connection with his position
                  hereunder; or (D) the Executive's willful refusal to perform
                  his duties hereunder.

         2.       A termination for Cause shall not take effect unless the
                  provisions of this Section 10(a)(ii) are compiled with. The
                  Executive shall be given written notification by the Company
                  of the termination for Cause, such notification to state in
                  reasonable detail the grounds on which the proposed
                  termination for Cause is based. Such written notification
                  shall be given within (90) days of the CEO learning of the
                  grounds for such Termination. The Executive shall be given ten
                  (10) calendar days' written notice and one opportunity to cure
                  prior to a termination for Cause pursuant to Section
                  10(a)(i)(D).

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         3.       Upon the termination for Cause of Executive's employment (A)
                  the Executive shall be entitled to Salary earned under this
                  Agreement prior to the date of termination, any earned but
                  unpaid bonus, and any accrued but unused vacation; and (B) any
                  unvested stock options shall be forfeited, provided however
                  that if the basis for termination of Executive's employment
                  constitutes Misconduct under the relevant Stock Option
                  Agreements referred to above, then any unvested stock option
                  shall terminate immediately and cease to be outstanding.

         B.       Termination by the Company Without Cause. The Executive's
                  employment under this Agreement may be terminated without
                  Cause (other than owing to death or Disability) by the
                  Company, provided, however, that if the Company terminates the
                  Executive's employment without Cause, or the Executive
                  terminates his employment for Good Reason, as defined below,
                  the Executive shall be entitled to:

                  1.       Salary through the date of termination;

                  2.       a lump sum payment equal to Salary for a period of 6
                           months, at the annualized rate in effect on the date
                           of termination, payable as provided for in Exhibit A
                           hereto;

                  3.       all outstanding options scheduled to vest within the
                           one-year period following termination shall
                           immediately become fully vested and exercisable and
                           all vested options shall remain exercisable through
                           the end of their originally scheduled terms before
                           such termination;

                  4.       continuation health coverage for the Executive and
                           any eligible dependents covered as of the effective
                           date of the termination, pursuant to COBRA, at the
                           Company's expense for a period of 6 months; and

                  5.       if such termination occurs after June 30 and the
                           Company is projected to meet the revenue targets
                           established pursuant to Section 3(B) above (based on
                           an extrapolation of revenue figures for the partial
                           year over a full year), then the Executive shall
                           receive a pro-rata bonus payment based on a target of
                           100% of the Salary and the number of full months of
                           the calendar year worked prior to such termination.

                  As a condition of receiving severance benefits pursuant to
this Section 10(B) or Sections 10(C) or 10(G), the Executive shall execute and
deliver to the Company prior to his receipt of such benefits a general release
substantially in the form attached hereto as Exhibit A.

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                  C.       Termination by the Executive. The Executive may
                           terminate his employment hereunder upon thirty days
                           (30) days' written notice to the Company.

                  1.       In the event of termination by the Executive of his
                           employment hereunder pursuant to this subsection
                           10(c) other than for Good Reason, (y) the Company may
                           accelerate the termination date provided it pays the
                           Executive during the 30-day notice period provided
                           for in the previous sentence (or for any remaining
                           portion of that period) the Salary and benefits at
                           the rate of compensation the Executive was receiving
                           immediately before such notice of termination was
                           tendered in lieu of actual notice and (z) the
                           Executive shall have the same entitlements as under
                           Section 10(a)(iii) above.

                  2.       The Executive may also terminate his employment
                           hereunder for "Good Reason." For purposes of this
                           Agreement, "Good Reason" shall mean termination by
                           the Executive of his employment following the
                           occurrence of any of the following events without his
                           consent:

                           a.       a material breach of this Agreement by the
                                    Company;

                           b.       a change in the Executive's reporting
                                    relationship so that he no longer reports
                                    directly to the CEO;

                           c.       the failure of the Company to obtain the
                                    assumption in writing of its obligation to
                                    perform this Agreement by any successor to
                                    all or substantially all of the assets of
                                    the Company within a reasonable period after
                                    a merger, consolidation, sale or similar
                                    transaction; or

                           d.       a relocation of the Executive's principal
                                    worksite to a location 25 miles or more from
                                    the location of the Company's principal
                                    offices as of the Effective Date.

Provided, however, that the Executive must deliver to the Company written notice
of his intention to terminate his employment with Good Reason within thirty (30)
days following the Executive's discovery of the event or events constituting the
grounds for the termination, and the Company shall have thirty (30) days
following its receipt of such notice to cure such grounds prior to the
effectiveness of such termination.

                  3.       In the event the Executive terminates his employment
                           under this Agreement for Good Reason, he shall have
                           the same entitlements as under Section 10(b) above.

         D.       Death. In the event of the Executive's death during the Term,
                  the Executive's employment hereunder shall immediately and
                  automatically terminate, and the Company shall have no further
                  obligation or duty to the Executive or his estate or
                  beneficiaries other than for the Salary earned under this
                  Agreement to the date of termination, any payments or benefits
                  due under Company policies or benefit plans and, in the case
                  of the Executive's death occurring during the months of July
                  through December of any given calendar year, a pro rata
                  portion of the Annual Bonus for that calendar year.

                                       11
<PAGE>

         E.       Disability. The Company may terminate the Executive's
                  employment hereunder, upon written notice to the Executive, in
                  the event that the Executive becomes disabled during the Term
                  through any condition of either a physical or psychological
                  nature and, as a result, is, with or without reasonable
                  accommodation, unable to perform the essential functions of
                  the services contemplated hereunder for (a) a period of ninety
                  (90) consecutive days, or (b) for shorter periods aggregating
                  one hundred twenty (120) days during any twelve (12) month
                  period during the Term. Any such termination shall become
                  effective upon mailing or hand delivery of notice that the
                  Company has elected its right to terminate under this
                  subsection 10(e), and the Company shall have no further
                  obligation or duty to the Executive other than for salary
                  earned under this Agreement prior to the date of termination,
                  any payments or benefits due under Company policies or benefit
                  plans and, in the case of termination hereunder occurring
                  during the months of July through December of any given
                  calendar year, a pro rata portion of the Annual Bonus for that
                  calendar year.

         F.       Effect of Non-Renewal. In the event that the Company gives
                  notice of its election not to extend the Term of the Agreement
                  for a Renewal Period pursuant to Section 2 above, the Company
                  shall continue to pay the Executive full compensation as
                  defined in Section 3 of this Agreement from the date the
                  Executive receives such notice through the Expiration Date.
                  The Executive shall not be entitled to any additional
                  compensation other than any payments or benefits due under
                  Company policies or benefit plans.

         G.       Change of Control. In the event a Change in Control or Hostile
                  Takeover, as defined in the Plan (collectively a "Change of
                  Control"), occurs on or before September 19, 2003, Fifty
                  Percent (50%) of any unvested stock options granted to the
                  Executive shall accelerate and vest in full immediately and
                  the Repurchase Right shall lapse as to 50% of the Restricted
                  Stock to which it then applies prior to the Change of Control,
                  provided the Executive remains employed by the Company on the
                  date of such Change of Control. Any remaining unvested stock
                  options granted to the Executive shall vest, and the Company's
                  Repurchase Right shall lapse, in equal monthly installments
                  over a period of twelve months from the date of the Change of
                  Control, provided the Executive remains employed by the
                  Company on such vesting dates. If (i) the Executive is
                  terminated other than for Cause, Disability or death, or (ii)
                  he terminates his employment for Good Reason, within 60 days
                  prior to the announcement of a Change of Control or within
                  twelve months from the effective date of the Change of
                  Control, then (x) all unvested stock options granted to the
                  Executive shall accelerate and vest in full, and (y) Executive
                  shall receive a lump sum payment equal to Salary for a period
                  of 6 months, at the annualized rate in effect on the date of
                  termination. Such payments shall be in addition to any payment
                  owed pursuant to paragraph (b) of this Section 10. If a Change
                  of Control occurs after September 19, 2003, then all unvested
                  stock options and Restricted Stock granted to the Executive
                  shall accelerate and vest in full immediately prior to the
                  Change of Control, provided the Executive remains employed by
                  the Company on the date of such Change of Control.

                                       12
<PAGE>

XI.      Choice of Law.

         The Executive acknowledges that a substantial portion of the Company's
business is based out of and directed from the State of New York. The Executive
also acknowledges that during the course of the Executive's employment with the
Company the Executive will have substantial contacts with New York.

         The validity, interpretation and performance of this Agreement shall be
governed by, and construed in accordance with, the internal law of New York,
without giving effect to conflicts of law principles. Both Parties agree that
the exclusive venue for any action, demand, claim or counterclaim relating to
the terms and provisions of Sections 4, 5, 6 and 7 of this Agreement, or to
their breach, shall be in the state or federal courts located in the State and
County of New York and that such courts shall have personal jurisdiction over
the Parties to this Agreement.

XII.     Miscellaneous.

         A.       Assignment.

                  1.       This Agreement shall be binding upon and shall inure
                           to the benefit of the Company, its successors and
                           assigns. Rights or obligations of the Company under
                           this Agreement may be assigned or transferred by the
                           Company pursuant to a merger or consolidation in
                           which the Company is not the continuing entity, or
                           the sale or liquidation of all or substantially all
                           of the assets of the Company, provided that the
                           assignee or transferee is the successor to all or
                           substantially all of the assets of the Company and
                           such assignee or transferee assumes the liabilities,
                           obligations and duties of the Company, as contained
                           in this Agreement, either contractually or as a
                           matter of law. The Company further agrees that, in
                           the event of a sale of assets or liquidation as
                           described in the preceding sentence, it shall take
                           whatever action it reasonably can in order to cause
                           such assignee or transferee expressly to assume the
                           liabilities, obligations and duties of the Company
                           hereunder. The term the "Company" as used herein
                           shall include such successors and assigns. Neither
                           this Agreement nor any right or interest hereunder
                           shall be assignable or transferable by the Executive,
                           his beneficiaries or legal representatives, except by
                           will or by the laws of descent and distribution.

                  2.       The Executive shall be entitled, to the extent
                           permitted under any applicable law, to select and
                           change a beneficiary or beneficiaries to receive any
                           compensation or benefit payable hereunder following
                           the Executive's death by giving the Company written
                           notice thereof. In the event of the Executive's death
                           or a judicial determination of his incompetence,
                           references in this Agreement to the Executive shall
                           be deemed, where appropriate, to refer to his
                           beneficiaries, estate or other legal representative.

                                       13
<PAGE>

         B.       Withholding. All salary and bonus payments required to be made
                  by the Company to the Executive under this Agreement shall be
                  subject to withholding taxes, social security and other
                  payroll deductions in accordance with the Company's policies
                  applicable to employees of the Company at the Executive's
                  level.

         C.       Entire Agreement. Except as otherwise specifically provided
                  for herein, this Agreement sets forth the entire agreement
                  between the Parties and supersedes any prior communications,
                  agreements and understandings, written or oral, with respect
                  to the terms and conditions of the Executive's employment. In
                  the event of any inconsistency between any provision of this
                  Agreement and any provision of any written plan, employee
                  handbook or personnel manual of the Company or any of its
                  affiliates, the provisions of this Agreement shall control
                  unless the Executive otherwise agrees in a writing which
                  expressly refers to the provision of this Agreement whose
                  control he is waiving.

         D.       Amendments. Any attempted modification of this Agreement will
                  not be effective unless signed by an authorized officer of the
                  Company and the Executive.

         E.       Waiver of Breach. No waiver by either Party of any breach by
                  the other Party of any condition or provision contained in
                  this Agreement to be performed by such other Party shall be
                  deemed a waiver of a similar or dissimilar condition or
                  provision at the same or any prior or subsequent time. Any
                  waiver must be in writing and signed by the Executive or an
                  authorized officer of the Company, as the case may be. The
                  Executive understands that a breach by him of any provision of
                  this Agreement may only be waived by an authorized officer of
                  the Company.

         F.       Severability. If any provision of this Agreement should, for
                  any reason, be held invalid or unenforceable in any respect by
                  a court of competent jurisdiction, then the remainder of this
                  Agreement, and the application of such provision in
                  circumstances other than those as to which it is so declared
                  invalid or unenforceable, shall not be affected, and each such
                  provision of this Agreement shall be valid and enforceable to
                  the fullest extent permitted by law.

         G.       Notices. Any notices, requests, demands and other
                  communications provided for by this Agreement shall be in
                  writing and shall be effective when delivered by private
                  messenger, private overnight mail service, or, if to the
                  Company, by facsimile (with confirmation in writing) as
                  follows (or to such other address as either Party shall
                  designate by notice in writing to the other in accordance
                  herewith):

                                       14
<PAGE>

                  If to the Company:

                  Predictive Systems, Inc.
                  19 West 44th Street
                  New York, New York 10036
                  Fax number:  212.898.1331
                  Attn:  General Counsel


                  If to Executive:

                  Shawn Kreloff
                  c/o Predictive Systems, Inc.
                  19 West 44th Street
                  New York, New York 10036

                  With a copy to:

                  Joseph Lee Matalon, Esq.
                  469 7th Avenue
                  New York, NY  10018

         H.       Survival. The Executive and the Company agree that certain
                  provisions of this Agreement shall survive the expiration or
                  termination of this Agreement and the termination of the
                  Executive's employment with the Company. Such provisions shall
                  be limited to those within this Agreement which, by their
                  express or implied terms, obligate either Party to perform any
                  obligation, or create an entitlement that runs beyond the
                  termination of the Executive's employment or termination of
                  this Agreement.

         I.       Indemnification. The Executive shall be entitled to all rights
                  of indemnification as provided for in the Company's
                  certificate of incorporation and by-laws as presently in
                  effect and/or applicable insurance policies.

         J.       Waiver of Jury Trial. The Company and the Executive each
                  irrevocably waive any right to a trial by jury in any action,
                  suit or other legal proceeding arising under or relating to
                  any provision of this Agreement.

         K.       Rights of Other Individuals. Except as otherwise provided in
                  this Agreement, this Agreement confers rights solely on the
                  Executive and the Company. This Agreement is not a benefit
                  plan and confers no rights on any individual or entity other
                  than the undersigned.

         L.       Non-exclusivity of Rights. Nothing in this Agreement shall
                  prevent or limit the Executive's continuing or future
                  participation in any benefit, bonus, incentive or other plan
                  or program provided by the Company and for which the Executive
                  may qualify by the express terms of such benefit, bonus,
                  incentive or other plan or program, nor shall anything herein
                  limit or otherwise affect such rights as the Executive may
                  have under any other written agreements with the Company or
                  any of its affiliated companies which are signed by an
                  authorized officer of the Company.

                                       15
<PAGE>

         M.       No Mitigation; No Offset. In the event of any termination of
                  his employment hereunder, the Executive shall be under no
                  obligation to seek other employment nor shall any amounts due
                  him pursuant to Section 10(b) or Section 10(g) be offset by
                  any other compensation received by the Executive.

         N.       Headings. The Parties acknowledge that the headings in this
                  Agreement are for convenience of reference only and shall not
                  control or affect the meaning or construction of this
                  Agreement.

         O.       Advice of Counsel. The Executive and the Company hereby
                  acknowledge that each Party has had adequate opportunity to
                  review this Agreement, to obtain the advice of counsel with
                  respect to this Agreement, and to reflect upon and consider
                  the terms and conditions of this Agreement. The Parties
                  further acknowledge that each Party fully understands the
                  terms of this Agreement and has voluntarily executed this
                  Agreement.

         P.       If either party employs attorneys to enforce any rights
                  arising out of or relating to this Agreement, the prevailing
                  party in the event of a litigation shall be entitled to
                  recover reasonable attorney's fees and costs.

         Q.       Counterparts. This Agreement may be executed in two or more
                  counterparts.

         IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of the day and year set forth below.

EXECUTIVE                                   Predictive Systems, Inc.


         /s/ Shawn Kreloff                  By:      /s/ Andrew Zimmerman
-----------------------------------            ---------------------------------
Shawn Kreloff
                                                         Title:   CEO


                                       16
<PAGE>


                                    EXHIBIT A

                              SEPARATION AGREEMENT
                               AND GENERAL RELEASE

                  This Separation Agreement and General Release ("Agreement") is
made and entered into this ____ day of _____, _____, by and between Predictive
Systems, Inc. (hereinafter the "Company" or "Employer") and Shawn Kreloff
("Employee") (hereinafter collectively referred to as the "Parties"), and is
made and entered into with reference to the following facts.

                                    RECITALS

                  WHEREAS, Employee was hired by the Company on or about
________, as a ____________; and

                  WHEREAS, the Company and Employee have agreed to terminate
their employment relationship effective ______, ____; and

                  WHEREAS, the Parties each desire to resolve any potential
disputes which exist or may exist arising out of Employee's employment with the
Company and/or the termination thereof.

                  NOW THEREFORE, in consideration of the covenants and promises
contained herein, the Parties hereto agree as follows:

                                    AGREEMENT

1. Agreement By the Company. In exchange for Employee's agreement to be bound by
the terms of this entire Agreement, including but not limited to the Release of
Claims in paragraph 2, the Company agrees to provide Employee with the benefits
required pursuant to Section 10(b) or section 10(G), as Applicable, of his
Employment Agreement with the Company dated as of _____________ (the "Employment
Agreement"), the terms of which are hereby incorporated by reference, to be paid
within ten (10) days of the Company's receipt of this Agreement, fully executed
by Employee, or as otherwise agreed in such Employment Agreement.

                  Employee acknowledges that, absent this Agreement, he has no
legal, contractual or other entitlement to the consideration set forth in this
paragraph and that the amount set forth in this paragraph constitute valid and
sufficient consideration for Employee's release of claims and other obligations
set forth herein.

<PAGE>

2. Executive's Release of Claims. Employee hereby expressly waives, releases,
acquits and forever discharges the Company and its divisions, subsidiaries,
affiliates, parents, related entities, partners, officers, directors,
shareholders, investors, executives, managers, employees, agents, attorneys,
representatives, successors and assigns (hereinafter collectively referred to as
"Releasees"), from any and all claims, demands, and causes of action which
Employee has or claims to have, whether known or unknown, of whatever nature,
which exist or may exist on Employee's behalf from the beginning of time up to
and including the date of this Agreement arising out of or related to the
employment of Employee by the Company. As used in this paragraph, "claims,"
"demands," and "causes of action" include, but are not limited to, claims based
on contract, whether express or implied, fraud, stock fraud, defamation,
wrongful termination, estoppel, equity, tort, retaliation, intellectual
property, spoliation of evidence, emotional distress, public policy, wage and
hour law, statute or common law, claims for severance pay, vacation pay, debts,
accounts, compensatory damages, punitive or exemplary damages, liquidated
damages, and any and all claims arising under any federal, state, or local
statute, law, or ordinance prohibiting discrimination on account of race, color,
sex, age, religion, sexual orientation, disability or national origin, including
but not limited to, the Age Discrimination in Employment Act, Title VII of the
Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, the
Family and Medical Leave Act or the Employee Retirement Income Security Act.
Anything to the contrary notwithstanding in this Agreement or the Employment
Agreement, nothing herein shall release the Company from any claims or damages
based on (i) any right the Executive may have to enforce this Agreement, (ii)
any right or claim that arises after the date of this Agreement, (iii) any right
the Employee may have to benefits or entitlement under any applicable plan,
agreement, program, award, policy or arrangement of the Company that becomes
payable or due after the date of this Agreement; (iv) the Executive's
eligibility for indemnification in accordance with applicable laws or the
certificate of incorporation and by-laws of the Company, or any applicable
insurance policy, with respect to any liability he incurs or incurred as an
employee, officer or director of the Company.

3. Acceptance of Agreement/Revocation. This Agreement was received by Employee
on ______, ____. Employee may accept this Agreement by returning a signed
original to the Company. This Agreement shall be withdrawn if not accepted in
the above manner on or before _______, which in no event shall be less than 21
days from date upon which he received this Agreement.

4. Confidentiality. Employee understands and agrees that this Agreement, and the
matters discussed in negotiating its terms, are entirely confidential. It is
therefore expressly understood and agreed that Employee will not reveal,
discuss, publish or in any way communicate any of the terms of this Agreement to
any person, organization or other entity, with the exception of his immediate
family members and professional representatives, including lawyers, financial
and tax advisors, unless required by subpoena or court order or as necessary in
connection with the enforcement of this Agreement. Employee and the Company
further agree to abide by the provisions of Section 7 of the Employment
Agreement with respect to disparagement.

5. New York Law Applies; Disputes. This Agreement, in all respects, shall be
interpreted, enforced and governed by and under the laws of the State of New
York without giving effect to conflict of law principles. Any and all actions
relating to this Agreement shall be filed and maintained in the federal and/or
state courts located in the State and County of New York, and the parties
consent to the jurisdiction of such courts. In any action arising out of this
Agreement, or involving claims barred by this Agreement, each shall pay its own
costs of suit, including reasonable attorneys' fees.

                                       18
<PAGE>

6. Voluntary Agreement. EMPLOYEE UNDERSTANDS AND AGREES THAT HE MAY BE WAIVING
SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT, AND REPRESENTS THAT HE HAS
ENTERED INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, WITH A FULL UNDERSTANDING
OF AND IN AGREEMENT WITH ALL OF ITS TERMS.

                  IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement on the dates provided below.



DATED:                                               Predictive Systems, Inc.



                                                     By:
                                                          ----------------------
                                                     Its:
                                                          ----------------------


DATED:                                               Shawn Kreloff

                                       19