Exhibit 10.1
	 

	 
		

	 

	 
		

	 

	 
		AMENDMENT TO EMPLOYMENT AGREEMENT
	 

	 
		

	 

	 
		This Amendment (the "Amendment") to Employment Agreement dated as of
		September 14 2006 between Quanta Capital Holdings Ltd. and James J. Ritchie
		(the "Agreement") is entered into as of this first day of March, 2007 between
		Quanta Capital Holdings Ltd. and James J. Ritchie.  
	 

	 
		In consideration of the mutual covenants set forth in the Agreement and
		in this Amendment, the parties to this Amendment agree as follows:
	 

	 
		1.
	 

	 
		The definition of "Base Salary" in Section 1.01 is replaced in its
		entirety with the following:  
	 

	 
		""Base Salary" has the meaning set forth in Section 4.01 or if reduced in
		accordance with Section 3.03, such reduced Salary."
	 

	 
		2.
	 

	 
		The definition of "Good Reason" in Section 1.01 is replaced in its
		entirety with the following:  
	 

	 
		""Good Reason" means, without the Executive's written consent: (a) any
		material diminution of the duties or responsibilities of the Executive, without
		the same being corrected within thirty (30) days after being given written
		notice thereof, except for a  change in Employment Category from Full-time
		to Part-time status of  the Executive   subject to Section 3.03;
		(b) the Executive not being elected or reelected, at any time, to the Board of
		Directors of the Company or a requirement that the Executive report to anyone
		other than the Board of Directors of the Company; (c) any material breach by
		the Company of the provisions contained in this Agreement, without the same
		being corrected within thirty (30) days after being given written notice
		thereof; or (d) any reduction in the Executive's Base Salary or bonus
		opportunity other than in accordance with Section 3.03."
	 

	 
		3.
	 

	 
		Section 3.03 is replaced in its entirety with the following:
	 

	 
		"Change In Employment Category.  The Company and Executive
		agree that in the event the Company's business needs require less of the
		Executive's time to achieve its business objectives, the Company with written
		notice to the Executive, may change the Executive's Employment Category from
		Full-time to Part-time status defined as an employee who works on a regular
		basis less than 40 hours per workweek.  In the event the Executive's
		Employment Category changes to Part-time status, the Executive and Company
		agree that; (a) Change In Employment Category to Part-time status will not be
		considered  a "termination" as defined in Section 5.03 (Termination for
		Good Reason or Without Cause) or Section 5.04 (Termination As a Result of
		Change of Control); (b) the Executive's Base Salary rate will be reduced in
		proportion to the number of hours worked; (c) the Executive will participate in
		benefits as defined in Section 4.04 except that certain benefits may be
		prorated based on the number of hours worked.
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		If the Executive is terminated at a date after a change in Employment
		Category to Part-time status, as defined in this Section 3.03, for any reason
		defined in Section 5.02 or Section 5.03, the Executive, (or in the case of
		 Termination Due to Death or Disability as defined in Section 5.02, the
		Executive's estate or legal representative), would be entitled to receive
		solely; (i) the Base Salary through the Date of Termination; and (ii) the bonus
		(if any) that would have been payable to the Executive for the year of
		termination as determined by the Compensation Committee of the Board of
		Directors in accordance with the annual bonus plan as set forth in Section
		4.02.  In addition, promptly following any such termination, the Executive
		shall also be reimbursed all Reimbursable Expenses incurred by the Executive
		prior to such termination."
	 

	 
		4.
	 

	 
		Section 4.01 is replaced in its entirety with the following:
	 

	 
		"Base Salary.  The Executive's base salary will be $400,000
		per annum (the "Base Salary").  The Base Salary will be payable bi-monthly
		on the 15th and last working day of each month.  The Compensation
		Committee of the Board of Directors of the Company shall review with the
		Executive his job performance and compensation annually, and commencing with
		calendar year 2007 if deemed appropriate by the Compensation Committee of the
		Board of Directors of the Company in its sole discretion, the Executive's Base
		Salary may be increased.    The Base Salary may be decreased in
		accordance with Section 3.03, and upon such decrease, the reduced Base Salary
		shall be considered the Executive's Base Salary for all purposes herein."
	 

	 
		5.
	 

	 
		Section 4.03 is deleted in its entirety all subsequent sections are
		renumbered accordingly.  
	 

	 
		All other provisions of the Agreement remain unchanged.  
	 

	 
		IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
		executed as of the date first above written.
	 

	 
		

	 

	 			
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Quanta Capital Holdings Ltd.
			 

		  
	 	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				/s/ Peter D. Johnson
				                           

			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				Peter D. Johnson
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				President and Chief Executive Officer
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				/s/ James J. Ritchie
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				James J. Ritchie