Exhibit 10
    (iii) 40.





CONTRACT
   TERMINATION AGREEMENT





This Contract Termination Agreement
   (hereinafter the Agreement) is entered into by Philip
   Strawbridge (hereafter Strawbridge), an individual, and The IT
   Group, Inc., a Delaware corporation, and its subsidiaries and affiliates
   (collectively referred to as the Company).





RECITALS





A.    WHEREAS,Strawbridge has been employed by the Company, and has held the position
   of Sr. Vice President of The IT Group, Inc. and IT Corporation, as well as
   serving as an officer of other affiliates and subsidiaries of the Company;
   and





B.    WHEREAS,Strawbridge and the Company had agreed that Strawbridge would be
   entitled to a contract of employment similar to that of other similarly
   situated senior executives; and





C.    WHEREAS,Strawbridge and the Company wish to terminate Strawbridges
   contract of employment and his entitlements to compensation and benefits,
   and to provide for the termination of the employment
   relationship;





D.    NOW, THEREFORE,in consideration of the aforementioned recitals and the mutual covenants
   and conditions set forth below, the sufficiency of which consideration is
   hereby acknowledged, Strawbridge and the Company hereby agree as
   follows:





AGREEMENT





1.    Resignation and
   Termination of Employment.    Effective as of July
   29, 1999 (the Resignation Date), Strawbridge resigns as an
   officer and effective September 27, 1999, Strawbridges employment with
   the Company is terminated. Strawbridge irrevocably gives up whatever rights
   he has, if any, to continued employment with the Company except as may be
   expressly provided herein. The Company accepts Strawbridges
   resignation, and has informed Strawbridge prior to his execution of this
   Agreement that it will not permit Strawbridge to withdraw his resignation.
   Strawbridge shall perform no further duties for the Company after July 29,
   1999 except such duties as may arise under the terms of this
   Agreement.





2.    Contract
   Termination and Payment.    In consideration for the
   promises and covenants herein set forth, the contract of employment is
   terminated and Company shall pay to Strawbridge $251,882.82 (the
   Contract Termination Payment) in a lump sum, without payroll
   deductions. This Contract Termination Payment shall be payable seven (7) days
    after the signature and acceptance of this Agreement by both
   Strawbridge and Company. This Contract Termination Payment is in lieu of and
   extinguishes all rights or claims to any other payment except as expressly
   provided herein. Strawbridge agrees that he has been fully paid for any and
   all accrued and vested wages and benefits to the date of his execution of
   this Agreement.





3.    Paid Time Off.
       Pursuant to his resignation, Company has paid to
   Strawbridge all accrued salary and vacation pay, less normal payroll
   deductions, upon the termination of his employment with Company, except for
   the sum of $13,461.50 which represents 100 hours of Paid Time Off carried
   over from OHM. Vacation and Paid Time Off benefits will cease to accrue
   after that date.





4.   
    Benefits.





a.    Strawbridges
   eligibility to participate in the Companys Benefit Programs shall
   terminate upon termination of his employment. The parties acknowledge that
   Strawbridge is eligible to continue to elect continuation of such group
   coverages in accordance with the Consolidated Omnibus budget Reconciliation
   Act of 1985 (COBRA) for himself and any covered dependents upon his
   resignation from the Company. Strawbridge has received notice from Company
   of such rights and the cost to him for such continued coverages. The Company
   shall pay to Strawbridge the lump sum of $11,159.00, less payroll
   deductions, for these COBRA costs, which shall be payable seven (7) days
    after the signature and acceptance of this Agreement by both
   Strawbridge and Company.





b.    In further
   consideration of the promises and releases contained herein, Company shall
   pay to Strawbridge the lump sum of $25,000.00, which represents a payment on
   account of Strawbridges career transition or outplacement
   costs.





c.    The parties
   acknowledge that Strawbridge is entitled to receive the sum of $30,869.14
   under the OHM Supplemental Executive Retirement Plan, which sum shall be
   payable to Strawbridge in accordance with his instructions and the terms of
   that Plan.





5.    Retirement
   Plans.    Strawbridge shall cease to participate in
   Companys qualified and non-qualified retirement plans upon the
   termination of his employment, in accordance with the terms of those
   plans.





6.    Bonuses. 
      In lieu of all bonuses, Incentive Plan payments or awards
   for which Strawbridge is or may be eligible, including but not limited to
   the FY 1999 Management Incentive Plan (MIP) and the Executive Bonus Plan,
   Strawbridge shall be paid the sum of $82,082.00, less payroll deductions, by
   Company seven (7) days after the signature and acceptance of this
   Agreement by both Strawbridge and Company.





7.    Stock Rights and
   Options.





The parties acknowledge that Strawbridge has
   received the following options of the Company, which Strawbridge represents
   that he has not exercised as of the date of his signature of this
   Agreement.





| | (i) Stock options
     of the Company which were awarded to him on May 26, 1998 and February 23,
     1999.
| | -----------------------------------------------------------------------------------------------------------




| | (ii) Options
     pursuant to Companys November 17, 1998 Executive Stock Ownership
     Program.
| | -------------------------------------------------------------------------------------------------




In consideration for
   the payment of $30,000.00, which sum shall be payable to Strawbridge seven
   (7) days after the signature and acceptance of this Agreement by both
   Strawbridge and Company, Strawbridge shall return all of his rights in and
   to the foregoing options to the Company, and such option grants shall be
   null and void.





8.    November 17, 1998
   Executive Stock Ownership Program Loan.    The
   balance and accrued interest owing to the Company by Strawbridge on the
   Executive Stock Ownership Loan shall be paid, in full, by Strawbridge on or
   before February 29, 2000. The parties acknowledge that the amount which is
   payable by Strawbridge on February 29, 2000, is $193,627.00, which sum
   represents the principal balance, interest accrued to that date, and all
   credits to which Strawbridge is entitled as of that date. The gross-up
   payments on the bonus amounts credited to this loan total $51,082.00.
   Strawbridge agrees that this amount shall be used to pay a portion of the
   principal, reducing the amount payable on February 29, 2000 to the sum of
   $142,545.00.





Strawbridge shall have the right to prepay at
   any time all or any portion of the principal under this Loan without penalty
   or premium. If the balance owing on the Loan is not paid when due,
   Strawbridge agrees and promises to pay all costs of collection, including,
   but not limited to, reasonable attorneys fees, on account of any such
   collection.





9.    Deferred
   Compensation Strawbridge.    shall be entitled to
   receive all sums vested and payable to him under the Company Deferred
   Compensation Plan and the Company Restoration Plan, pursuant to Strawbridge
   s elections and the terms of those benefit plans. The amount vested as
   of October 12, 1999 is $32,998.06.





10.    Other
   Expenses.    Strawbridge agrees to reimburse Company
   for all personal expenses charged to the Company, and Company agrees to
   reimburse Strawbridge for any reasonable expenses incurred by Company at
   Companys request, in accordance with Company policy.





11.    Sole
   Entitlement.    Strawbridge agrees that his sole
   entitlement to compensation, payments of any kind, monetary and/or
   nonmonetary benefits and/or perquisites with respect to his employment with,
   his services rendered to, and all other matters between Strawbridge and the
   Company, is as expressly set forth in this Agreement.





12.    Releases.
       Strawbridge does hereby and forever release and
   discharge the Company and the past and present parent, subsidiary and
   affiliated corporations of the Company as well as the successors,
   shareholders, officers and directors of corporate shareholders, officers,
   directors, heirs, predecessors, assigns, agents, employees, attorneys and
   representatives of each of them, past or present, from any and all cause or
   causes of action, actions, judgments, liens, indebtedness, damage, losses,
   claims, liabilities, and demands of whatsoever kind or character, known or
   unknown, suspected to exist or not suspected to exist, anticipated or not
   anticipated, whether or not heretofore brought before any state or federal
   court or before any state or federal agency or other governmental entity,
   whether statutory or common law, Including without limitation on the
   generality of the foregoing, any and all claims, demands or causes of action
   attributable to, connected with, or incidental to the employment of
   Strawbridge by the Company, the separation of that employment and any
   dealings between the parties concerning Strawbridges employment or any
   other matter existing prior to the date of execution of this Agreement,
   excepting only those obligations to be performed hereunder. This release is
   intended to apply to any claims arising from federal, state or local laws
   which prohibit discrimination on the basis of race, national origin, sex,
   religion, age, marital status, pregnancy, disability, disability, ancestry,
   sexual orientation, family or personal leave or any other form of
   discrimination, or to laws such as workers compensation laws, which
   provide rights and remedies for injuries sustained in the workplace or any
   common law claims of any kind, including, but not limited to, breach of
   privacy, misrepresentation, defamation,


wrongful
   termination, tortious infliction of emotional distress, loss of consortium
   and breach of fiduciary duty, violation of public policy and any other
   common law claim of any kind whatever, any claims for severance pay, sick
   leave, family leave, vacation, life insurance, bonuses (including, but not
   limited to, bonuses payable under the FY 1999 Management Incentive Plan),
   health insurance, disability or medical insurance or any other fringe
   benefit or compensation, and all rights and claims arising under the
   Employee Retirement Income Security Act of 1974 (ERISA), or
   pertaining to ERISA regulated benefits.





Company hereby releases Strawbridge from any
   claims that it has against Strawbridge, if these claims arise out of actions
   which were taken by Strawbridge in good faith and in the manner that he
   reasonably believed to be in the best interest of the Company, and in the
   case of a criminal proceeding, that he had no reasonable cause to believe
   that his conduct was unlawful.





13.    Continuing
   Fiduciary Obligations and Unfair Competition.





(a)    Strawbridge agrees
   that he is obligated to maintain the confidentiality of the Companys
   trade secrets and other confidential information not publicly known, and
   covenants and agrees that he shall not use or divulge, disclose, or
   communicate to any other person, firm, or corporation, any of the Company
   s trade secrets or confidential information except as disclosure shall
   be compelled by judicial process.





(b)    Strawbridge agrees
   that he shall not, for a period of one year from July 29, 1999, directly or
   indirectly, by or for himself, or as the agent of another, or through others
   as an agent, directly or indirectly (i) recruit, solicit or induce, or
   attempt to induce any officer or employee (other than employees engaged in
   secretarial functions) of Company or any of its affiliates, to leave the
   Companys employ or otherwise interfere with the employment
   relationship between any such person and the Company or any of its
   affiliates or (ii) hire any such person recruited in violation of (i)
   immediately above.





(c)    Strawbridge agrees
   that he shall not, for a period of one year from July 29, 1999, directly or
   indirectly, by or for himself, or as the agent of another, or through others
   as an agent, in any way interfere with the Companys contractual
   relations with its customers. Strawbridge shall otherwise be free to engage
   in activities that directly compete with the business of the
   Company.





(d)    Strawbridge agrees
   that he shall deliver to Company all correspondence, drawings, manuals,
   letters, notes, notebooks, reports, programs, plans, proposals, financial
   documents, or any other documents concerning the Companys customers,
   business plans, marketing strategies, products or processes which are
   Company property, or which are non-public or which contain proprietary
   information or trade secrets, upon termination of his
   employment.





14.    Prohibition
   Against Defamation and Willful Disparagement.    The
   Company and Strawbridge agree that they will not orally or in writing
   defame, criticize, or willfully disparage, or in any manner undermine the
   reputation of the other, or in the case of the Company, any subsidiary or
   affiliated corporation of the company, the Company itself, or any employee,
   officer or director of the Company or any subsidiary or affiliate of the
   Company, except as required by compulsion of law to truthfully testify. It
   is the intention of the parties that any inquiries from potential employers
   of Strawbridge as to Strawbridges job performance, his interpersonal
   and other management skills and the reason for his departure from employment
   at the Company be responded to by Ann Harris and/or James Kirk
   in


accordance with the
   attached agreed statement. If Strawbridge or any director or officer or
   agent or employee of Company fails in any manner to follow this procedure or
   any other provision of this paragraph, the sole and exclusive remedy will be
   to request in writing that the party correct the failure by means of a
   letter which shall retract or disclaim, as appropriate, any information
   inconsistent with the provisions of this paragraph.





15.    Cooperation.
       Strawbridge agrees to cooperate with the Company in
   connection with any future or currently pending litigation, including
   without limitation, by making himself available to testify in actions as
   reasonably requested by the Company or by any party to the litigation. In
   the event that Strawbridge is required to spend more than five hours total
   of time in any such activities, including time spent in responding to
   discovery requests (including depositions initiated by parties other than
   the Company) he shall be compensated at an hourly rate of $150 per hour,
   plus reasonable expenses, except that Strawbridge shall not receive such
   compensation in any case or matter in which Strawbridge is personally named
   as a defendant. In the event Strawbridge is named as a defendant in any
   litigation or other proceeding involving the Company where Strawbridge is
   required to defend himself with respect to events which relate to or
   occurred during his employment with the Company, to the extent that
   Strawbridge is not otherwise covered by any insurance policy maintained by
   the Company, the Company shall be responsible for providing a defense to,
   and indemnify, Strawbridge, to the same extent and under the same conditions
   as if he were an officer of the Company.





The Company agrees to cooperate with
   Strawbridge in defending the position that $1,400,000.00 previously paid to
   him by the Company are not excess parachute payments.
   





16.    Legal Advice.
       Each party has received independent legal advice
   from his or its attorneys with respect to the advisability of making the
   settlement provided for herein, with respect to the advisability of
   executing this Agreement and with respect to its meaning. Strawbridge
   specifically acknowledges that his release includes any unknown,
   unsuspected, and/or unanticipated claims that he may have, whether or not
   they may be material to this Contract Termination Agreement and the releases
   it contains. To the maximum extent permitted by law, Strawbridge waives any
   and all state and federal laws to the contrary.





17.    Factual
   Investigation.    Each party to this Agreement has
   made such investigation of the facts pertaining to the matters resolved by
   this Agreement and of all the matters pertaining thereto as he or it deems
   necessary. Each party hereto is aware that he or it may hereafter discover
   claims or facts in addition to or different from those he or it now knows or
   believes to be true with respect to the matters resolved herein.
   Nevertheless, it is the intention of each party to fully, finally and
   forever settle and release all such matters and all claims relative thereto
   which may exist or may heretofore have existed between them.





18.   
    Confidentiality.    This Agreement and its
   provisions are intended to be confidential. Accordingly, except as may be
   required to satisfy the Companys public disclosure or financial or
   accounting requirements or as may be compelled by court order, neither the
   Company nor Strawbridge shall disclose or publicize to any person, firm or
   corporation, the terms of this Agreement without the consent of the other
   party. As reasonably necessary, Strawbridge may discuss this Agreement with
   his wife, attorney, financial advisor, tax advisor, benefit advisor or
   compensation advisor and Company may discuss this Agreement with its
   attorneys, officers, directors and managers provided, however, that each
   agrees to be bound by the terms of this paragraph to keep the information
   confidential. Strawbridge may


also discuss this
   Agreement with James G. Kirk, and Ann Harris, so long as in each instance
   they are Company employees at the time of Strawbridges discussions. It
   shall not be a breach of this confidentiality provision for Strawbridge to
   advise any employer or prospective employer of the limitations set forth in
   paragraph 13 above.





19.    Assignment.
       Each of the parties represents and warrants that he
   or it has not heretofore assigned, transferred or granted or purported to
   assign, transfer or grant any claims, matters, demands or causes of action
   herein released, disclaimed, discharged or terminated, and agrees to
   indemnify and hold harmless any other party from and against any and all
   costs, expense, loss or liability incurred as a consequence of any such
   assignment.





20.    Recitals and
   Paragraph Headings.    Each term of this Agreement
   is contractual and not merely a recital. All recitals are incorporated by
   reference into this Agreement. Captions and paragraph headings are used
   herein for convenience only, are no part of this Agreement and shall not be
   used in interpreting or construing it.





21.    Additional
   Documents.    The parties will execute all such
   further and additional documents and undertake all such other actions as
   shall be reasonable, convenient, necessary or desirable to carry out the
   provisions of this Agreement.





22.    No
   Admissions.    This Agreement effects the settlement
   of claims which are denied, disputed and/or contested and nothing contained
   herein shall be construed as an admission by any party hereto of any
   liability of any kind to any other party. Each of the parties hereto denies
   any liability in connection with any claim and intends merely to avoid the
   uncertainties and costs of litigation and buy his or its peace.





23.    Pennsylvania
   Law.    This Agreement was negotiated, and delivered
   within the Commonwealth of Pennsylvania, and the rights and obligation so
   the parties hereto shall be construed and enforced in accordance with and
   governed by the laws of the Commonwealth of Pennsylvania. Should any
   litigation arise concerning this Agreement, it will be filed only in a court
   in Allegheny County, Commonwealth of Pennsylvania, and then only if
   consistent with the parties obligations under paragraph 30 hereof with
   regard to arbitration.





24.    Entire
   Agreement.    This Agreement constitutes a single
   integrated contract expressing the entire agreement of the parties with
   respect to the subject matter hereof and supersedes all prior and
   contemporaneous oral and written agreements and discussions with respect to
   the subject matter hereof. There are no other agreements, written or oral,
   express or implied, between the parties hereto, concerning the subject
   matter hereof, except as set forth herein. This Agreement may be amended
   only by an agreement in writing, signed by Strawbridge and the President of
   Company.





25.    Binding
   Effect.    This Agreement is binding upon and shall
   inure to the benefit of the parties hereto, their heirs, assignees and
   successors in interest (including successors in any reorganization or merger
   with any other entity).





26.    Construction of
   Agreement.    Each party has cooperated in the
   drafting and preparation of this Agreement, and, accordingly, in any
   construction or interpretation of this Agreement, the same shall not be
   construed against any party by reason of the source of drafting.





27.    Costs and
   Attorneys Fees.    Each party is to bear its
   own costs and attorneys fees incurred in connection with the matters
   resolved by this Agreement and in connection with the negotiation and the
   preparation of this Agreement, except as provided in Para. 8 above. However,
   in the event of litigation or arbitration relating to or for the enforcement
   of this Agreement, the prevailing party shall be entitled to reasonable
   attorneys fees and costs actually incurred.





28.    Taxes. 
      Strawbridge acknowledges his responsibility for any and
   all taxes due with respect to the sums paid to him under this Agreement,
   represents that he has received independent advice concerning his tax
   obligations, and states that he has not relied upon representations or
   advice, if any, of the Company or their counsel concerning the taxable or
   nontaxable nature of the sums payable or options transferred hereunder.
   Strawbridge agrees that he will indemnify and hold the company harmless from
   any and all claims for taxes, penalties and/or interest based upon the
   payments to be made under this Agreement.





29.    No Waiver.
       The failure to enforce at any time any of the
   provisions of this Agreement, or to require at any time performance by the
   other party of any of the provisions hereof, shall in no way be construed to
   be a waiver of such provisions or to affect either the validity of this
   Agreement or any part hereof or the right of either party thereafter to
   enforce each and every provision in accordance with the terms of this
   Agreement.





30.    Arbitration.
       Except in connection with an action by the Company
   for injunctive or other equitable relief, any controversy, dispute, or claim
   between the parties of this Agreement or any party released pursuant to it,
   including any claim arising out of or in connection with the interpretation,
   performance or breach of this Agreement, shall be resolved exclusively by
   arbitration before a single arbitrator conducted in Pittsburgh,
   Pennsylvania, in accordance with the rules of the American Arbitration
   Association. This agreement to resolve any disputes by binding arbitration
   shall extend to claims against any shareholder of the Company, any
   subsidiary or affiliates of the Company, any officers, directors, employees,
   or agents of the Company, or any of the above, and shall apply as well to
   claims arising out of state and federal statutes and local ordinances as
   well as to claims arising under the common law. The parties intend that this
   Agreement to arbitrate be valid, enforceable and irrevocable and that it
   provide the exclusive remedy with respect to all disputes within its
   scope.





31.    Strawbridge
   s Understanding.    Strawbridge states that he
   has carefully read this Agreement, which it has been fully explained to him
   by his attorney, that he fully understands its final and binding effect and
   understands that he is releasing certain rights and entitlements, that the
   only promises made to him to sign the Agreement are those stated above, and
   that he is signing this Agreement voluntarily.





32.    Age
   Discrimination in Employment Act Waiver.    The
   waiver given below is given only in exchange for consideration which is in
   addition to anything of value to which Strawbridge is already entitled, the
   sufficiency of which is hereby acknowledged by Strawbridge. The waiver set
   forth below does not waive rights or claims which may arise after the date
   of execution of this Agreement. Strawbridge acknowledges that (i) this
   entire Agreement is written in a manner calculated to be understood by
   Strawbridge; (ii) that by reviewing this Agreement or drafts thereof he has
   been advised in writing to consult with an attorney before executing this
   Agreement, and (iii) he was given a period of 21 days within which to
   consider the Agreement, and (iv) to the extent he executes this Agreement
   before the expiration of the 21-day period, he does so knowingly and
   voluntarily and only after consulting with


an attorney.
   Strawbridge shall have the right to cancel and revoke this Agreement during
   a period of 7 days following his execution of the Agreement and this
   Agreement shall not become effective, and no money shall be paid hereunder
   until the expiration of such 7-day period. Strawbridge or his counsel shall
   notify the Companys counsel in writing of the date of the execution of
   this Agreement and shall send by fax ((412)858-3997) to Companys
   counsel a signed and dated copy of the signature page signed by Strawbridge.
   The 7-day period of revocation shall commence upon the date of Strawbridge
   s execution of this agreement. Within the 7-day revocation period,
   Strawbridge or his counsel shall forward to the Company and Companys
   counsel a copy of this Agreement fully executed by Strawbridge. In order to
   revoke this Agreement, Strawbridge shall deliver to the Company, prior to
   the expiration of said 7-day period, a written notice of
   cancellation.





In addition to the release set forth at
   Paragraph 12 hereof, Strawbridge hereby voluntarily and knowingly waives all
   rights or claims arising under the Federal Age Discrimination in Employment
   Act.





IN WITNESS WHEREOF, the parties hereto
   have executed this Agreement on the dates and years written
   below.





EXECUTION AND
   ACKNOWLEDGMENT BY PHILIP O. STRAWBRIDGE





I received this Contract Termination Agreement
   on November 15, 1999. I understand that I have twenty-one (21) days
   thereafter within which to consider this Agreement with my legal counsel. I
   freely choose to sign this Contract Termination Agreement on November 15,
   1999. I understand that I will have seven (7) days thereafter within which
   to revoke my acceptance of this Contract Termination Agreement and that the
   Contract Termination Agreement shall not be effective under the expiration
   of that seven (7) day period. Executed at Washington, DC, this 15th day of
   November, 1999.





| | /s/ PHILIP
     STRAWBRIDGE
| | ---------------------------

| | 
| | 

| | PHILIP
     STRAWBRIDGE
| | -----------------------




EXECUTION AND
   ACKNOWLEDGMENT BY THE IT GROUP, INC.





Dated: November 18th,
   1999


At:   
        Monroeville, Pennsylvania





| | THE IT GROUP,
     INC.
| | -----------------------




| | By:  
       /s/ ANN P. HARRIS
| | ------------------------------

| | 
| | 

| | Duly Authorized ANN
     P. HARRIS
| | ----------------------------------