Exhibit 10.3.5




 









 




FOURTH

AMENDMENT TO EMPLOYMENT AGREEMENT between Artemis International Solutions

Corporation, a Delaware corporation (the “Company”) (formerly known as Opus360

Corporation), and Ari Horowitz (the “Employee”) (the “Fourth Amendment”), dated

as of January 10, 2003, amending the parties’ original employment agreement

dated as of April 1, 1999, between the Company and Employee (the “Original

Agreement”), as amended pursuant to the Amendment to Employment Agreement dated

September 2, 1999, the Second Amendment to Employment Agreement effective as of

May 1, 2001, and the Third Amendment to Employment Agreement dated July 31,

2001(as so collectively amended, the “Amended Employment Agreement” and as

amended by this Fourth Amendment, the “Employment Agreement”).




 




WHEREAS, the

Company and the Employee desire to amend certain terms of the Employee’s

employment with the Company as set forth in the Original Agreement and the

Amended Employment Agreement.




 




NOW,

THEREFORE, in consideration of the covenants contained herein and other good

and valuable consideration (including but not limited to the Employee

continuing to provide services to the Company pursuant to the Employment

Agreement), the receipt and sufficiency of which are hereby acknowledged, the Company

and the Employee hereby agree as follows:




 




1.  Change of Control.  The second sentence of Section 9 of the

Amended Employment Agreement is deleted and the new second sentence of Section

9 of the Employment Agreement shall now read as follows:




 




For purposes of this Agreement a “Change of

Control” shall be deemed to have occurred  if, (A) there shall be consummated (x) any

consolidation or merger of the Company in which the Company is not the

continuing or surviving corporation or pursuant to which shares of Common Stock

would be converted into cash, securities or other property, other than a merger

of the Company in which holders of Common Stock immediately prior to the merger

own a majority of the common stock of the surviving corporation immediately after

the merger, or (y) any sale, lease, exchange or other transfer (in one

transaction or a series of related transactions) of all, or substantially all,

of the assets of the Company; (B) the stockholders of the Company approve any

plan or proposal for the liquidation or dissolution of the Company; or (C) any

“person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), shall become the

beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of

50% or more of the outstanding Common Stock.




 





























 




2.  Good Reason.  Section 8(b) of the Amended Employment

Agreement is amended by adding new subsections “(iii)” and “(iv)” to the

Employment Agreement, as follows:




 




. . . or (iii) a termination by Employee following a Change

of Control, or (iv) a termination by Employee following the termination for any

reason, including without limitation the resignation, of Michael Rusert,

currently the Chief Executive Officer and President of the Company.




 




3.  Bonus:  Section 4(b) of the Amended Employment Agreement is deleted and

is replaced by a new Section 4(b) of the Employment Agreement, which shall read

as follows:




 




(b) Bonus.  In addition to any other compensation provided for in this Agreement,

during each year of the Term, Employee shall be eligible to receive performance

bonuses as determined at the discretion of the Chief Executive Officer, based

in part against those bonuses and their payment structure as are established

for senior executives of comparable positions within the Company.




 




4.  Miscellaneous




 




(a)           Ratification.  Except as otherwise expressly set forth

herein, the Amended Employment Agreement is hereby ratified and confirmed in

its entirety.




 




(b)           Effective Date.  This Fourth Amendment shall be effective as

of the date first written above.




 




IN WITNESS

WHEREOF, the undersigned have duly executed this Fourth Amendment as of the

date first written above.




 




 




	

  ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION


  
	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  (Signature)


  
	

   


  
	

   


  	

  Michael

  Rusert


  
	

   


  	

  President

  and Chief Executive Officer


  
	

   


  
	

   


  
	

  EMPLOYEE


  
	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  (Signature)


  
	

   


  
	

   


  	

  Ari Horowitz


  
	

   


  	

  Executive

  Vice President, Corporate Development


  
					





 




2