Exhibit

10.40.1




 




FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT dated as of July 31, 2001 amends that certain EMPLOYMENT

AGREEMENT dated as of June 12, 2000 (the “Original Agreement” and as

amended by this First Amendment, the “Agreement”) between OPUS360

CORPORATION, a Delaware corporation (the “Company”), and JEANNE M.

MURPHY (the “Employee”).




 




WHEREAS, the

Company and Employee entered into the Original Agreement; and the Company and

Employee now desire to amend the Original Agreement as set forth below.




 




NOW, THEREFORE, in

consideration of the covenants contained herein and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged,

the Company and the Employee hereby agree as follows:




 




Section 1.               Definitions.




 




All capitalized

terms used and not defined herein shall have the meaning ascribed to such terms

in the Original Agreement.




 




Section 2.               Duties.




 




Section 3 of the

Original Agreement is hereby amended in its entirety, to read as follows:




 




“The Employee shall be employed as the Executive Vice

President, General Counsel and Secretary of the Company or in such other

position as the Company and the Employee shall agree in writing.  The Employee shall report to the Chief

Executive Officer (or the President if there is no Chief Executive Officer) of

the Company.  The Employee shall perform

such duties and services as are appropriate and commensurate with the

Employee’s position as Executive Vice President, General Counsel and Secretary of

the Company and as are otherwise consistent in stature and prestige with the

position of Executive Vice President of a publicly traded corporation with

similar operations as the Company, and shall perform such additional duties and

services which are similarly consistent with such position as may reasonably be

assigned to her from time to time by the Chief Executive Officer or President,

as the case may be.  The Employee shall

be based in the New York City metropolitan area.”




 




Section 3.               Compensation.




 




A new subsection (g)

shall be added to Section 5 of the Original Agreement, to read as follows:




 




“(g)         The Company shall grant to Employee an

option (the “Additional Option”) to purchase up to 100,000 shares of the Common

Stock pursuant to the terms of a written option agreement between the Company

and Employee substantially in the form currently




 





























 




used by the Company for ISO’s or NSO’s, as

applicable.  Such option shall, to the

extent permitted under applicable law, be an ISO.  The right to purchase thirty percent (30%) [30,000 shares] of the

Common Stock represented by the Additional Option shall be immediately vested

upon grant and the right to purchase the remaining eighty percent (80%) of such

Common Stock shall vest with respect to one third (1/3) of such shares [23,333

or 23,334 shares, as applicable] of such Common Stock on each of the first

three anniversaries of the date of grant.




 




Section 4.               Termination for Good Reason or

By Resignation.




 




Subsection

9(b)(i)(C) of the Original Agreement is hereby amended in its entirety to read

as follows:




 




“(c) the

Employee’s office is relocated more than thirty (30) miles outside The City of

New York,”




 




Section 5.               Effect

of Changes.




 




Employee acknowledges that the changes set forth above are made with

her agreement and do not constitute “Good Reason” to terminate this Agreement

under Section 9 of this Agreement.




 




 




Section 6.               Ratification.




 




Except as otherwise expressly set forth herein, the Original Agreement

is hereby ratified and confirmed in its entirety.




 




Section 7.               Effective Date.




 




This amendment shall be effective as of the date first written above.




 




IN WITNESS

WHEREOF, the undersigned have duly executed this Agreement as of the date first

above written.




 




	

   


  	

  OPUS360 CORPORATION


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

  Steven C. Yager


  
	

   


  	

  Title:


  	

  CEO and President


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  JEANNE M. MURPHY


  
					





 




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