EXHIBIT 10.3.4




 




July 31, 2001




 




Mr. Ari Horowitz




39 West 13th Street,

3rd Floor




New York, New York 10011




 




Third Amendment to Employment Agreement




 




Dear Ari:




 




Reference is made to the

Employment Agreement dated as of April 1, 1999, between you and Opus360 Corporation

(the “Company”), as amended pursuant to the Amendment to Employment Agreement

dated September 2, 1999 and the Second Amendment to Employment Agreement dated

May 1, 2001 (the Employment Agreement as so amended is hereinafter referred to

as the “Amended Employment Agreement”). Capitalized terms used in this

Amendment that are not defined herein shall have the meanings ascribed thereto

in the Amended Employment Agreement.




 




In connection with the

Execution of the Stock Exchange Agreement between Proha Plc (“Proha”) and the

Company, dated the date hereof, you and the Company agree to amend the Amended

Employment Agreement in accordance with the following, to be effective upon the

Amendment Effective Date (as herein defined):




 




1.             Amendment Effective Date. “Amendment Effective

Date” shall mean the date upon which the purchase of the stock contemplated by

the Stock Exchange Agreement (the “Transaction”) becomes effective.




 




2.             Position. The second WHEREAS clause of the

Amended Employment Agreement is change to read: “WHEREAS, it is the desire of

the Company and Employee that Employee be employed as Vice Chairman and

Executive Vice President, Corporate Development of the Company.”




 




3.             Duties to the Company. Section 3 of the Amended

Employment Agreement is further amended by: (a) deleting the first sentence of

Section 3 and inserting in lieu thereof the following: “Employee shall serve as

and perform the duties of Vice Chairman and Executive Vice President, Corporate

Development of the Company. Employee shall continue to be nominated to election

as a member of the board of directors of the Company throughout the Term, and

at all times during the Term the Company shall use its commercially reasonable

efforts to ensure that Employee is a member of the board of directors of the

Company.” and (b) deleting the third and fourth sentences of Section 3 and

inserting in lieu thereof the following: “Employee shall devote such portion of

his business and professional time as shall be reasonably necessary to perform

his duties under this Agreement, provided, however, that he may schedule his

time to perform such duties so as not unreasonably to interfere with any of his

other business activities or travel. Employee shall focus on the following

objectives for the Company:




 





























 




(i) retention of current

clients of Opus360 Corporation; (ii) retention of Opus360 Corporation employees

who are targeted to be retained by the Company; (iii) retention of current

investors of Opus360 Corporation and/or recruitment of new investment capital

for the Company; (iv) assistance in shaping the overall strategy of the Company

and positioning it within its market and the investment community; (v) merger

and acquisition activity for the Company; and (vi) assistance in shaping the

strategy of the Company to create shareholder value.”




 




4.             Compensation. There shall be added to Section

4(a) of the Amended Employment Agreement the following sentence: “Commencing

with the Amendment Effective Date, in no event shall Employee’s Base Salary

during the Term be less than Two Hundred and Fifty Thousand Dollars

($250,000.00) per year.”




 




5.             Office Space and Assistant. There shall be added

to Section 6 of the Amended Employment Agreement a new Section 6(c) at the end

thereof to read in its entirety as follows: “(c) Office Space and Assistant.

The Company shall make available to Employee during the Term, at its expense,

(i) an executive assistant of Employee’s choice, who shall be paid no less than

Employee’s executive assistant as of the Amendment Effective Date and who shall

be granted options for shares of the Company’s stock on the same basis as other

employees similarly situated, and (ii) office space at a mutually agreed

location in New York County, New York, that is comparable to his and his

assistant’s current space at Opus360 Corporation’s New York Office as of the

Amendment Effective Date.”




 




6.             Termination of Employment. Section 8(a)(ii) of

the Amended Employment Agreement is hereby further amended and restated to read

as follows:




 




“(ii) all options granted to

Employee for shares of the Company’s stock shall become immediately

exercisable, and Employee shall have the full term of the options in which to

exercise such options.”




 




7.             Good Reason; Rights; Resignation Without Good Reason.

(a) Section 8(b)(ii) of the Amended Employment Agreement is hereby further

amended and restated to read as follows: “(ii) a material diminution in

Employee’s title, authority or duties from those of Vice Chairman and Executive

Vice President, Corporate Development.”




 




(b) Section 8(c)(i) of the

Amended Employment Agreement is hereby amended and restated to read: “(i)

Employee (or, as the case may be, Employee’s estate) shall be entitled to

receive the same salary (pursuant to Section 4 hereof) and benefits (pursuant

to Section 6 hereof) as he would be entitled to receive had he been employed by

the Company for the two (2) year period following the date of the Termination

of Employment,”




 




(c) Section 8(d) of the Amended

Employment Agreement is hereby amended by deleting Section 8(d)(i) and the

reference to clause (i) in Section 8(d)(iv).




 




(d) Section 8 of the Amended

Employment Agreement is hereby further amended by adding a new Section 8(e) at

the end thereof to read in its entirety as follows:




 




2





























 




“(e) In addition to his other

rights to terminate his employment pursuant to this Agreement, Employee shall

have the right to terminate his employment without Good Reason by giving the

Company at least thirty (30) days written notice of his desire to terminate his

employment. Upon such termination, Employee shall be entitled to receive all

salary (pursuant to Section 4 hereof) and benefits (pursuant to Section 6

hereof) earned and accrued up to the effective date of termination and

reimbursement (pursuant to Section 7 hereof) for all expenses incurred by

Employee up to the effective date of termination.”




 




8.             Change of Control. There shall be inserted after

the first sentence of Section 9 of the Amended Employment Agreement the

following sentence:  “In the event a

“Change of Control” is consummated after the Amendment Effective Date, all

options granted after the Amendment Effective Date to Employee for shares of

the Company’s stock shall become immediately exercisable in full.”




 




9.             Except as amended hereby, the Amended Employment

Agreement shall remain in full force and effect.




 




If the foregoing is acceptable

to you, please sign a copy of this letter agreement in the space provided below

and return a copy of the executed letter to the undersigned.




 




 




Very truly yours,




 




OPUS360 CORPORATION




 




 




	

  By:


  	

   


  	

   


  
	

  Steven C.

  Yager,


  	

   


  
	

  Chief

  Executive Officer


  	

   


  
	

   


  	

   


  
	

  Proha Plc


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  Agreed to

  and Acknowledged


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  Ari Horowitz


  	

   


  
				





 




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