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                                                                 Exhibit 10.10

                                         November 21, 1999


Opus360 Corporation
733 Third Avenue
17th Floor
New York, NY 10017

Attn: Ari Horowitz

Dear Mr. Horowitz;

                  The following is a summary of the principal terms of a
strategic alliance proposed to be entered into between CareerPath.Com
("CareerPath") and Opus360 Corporation ("Opus") with respect to a co-branded
website featuring content provided by FreeAgent.Com ("FreeAgent"). It is the
intent of the parties that Opus will be CareerPath's premier partner with
respect to project and contract workers and CareerPath will be Opus's premier
partner with respect to full-time career and employment services. The strategic
alliance is expected to be evidenced by more definitive agreements to be
negotiated and executed by the parties. However, this letter, once executed by
both parties, are intended to be binding and represent an enforceable agreement
between CareerPath and Opus.

         1.       CO-BRANDED SITE AND CO-BRANDED CONTENT. Subject to
                  CareerPath's reasonable approval, Free Agent will design,
                  produce, host and maintain a Co-Branded Site featuring content
                  and services geared towards temporary and project workers.

                  The Co-Branded Site will feature the following:

                  -        Content and services provided by FreeAgent with
                           functionality and features similar to those found and
                           to be found on the site, FreeAgent.com.

                  -        Services currently include Xchange, e*portfolio,
                           e*office, Buyers Coop and content servicing the
                           temporary and project workforce community.

                  -        The brand "CareerPath.com Xchange, powered by
                           FreeAgent.com"

                  -        Content which is regularly updated by FreeAgent and
                           at least as current and complete as that included on
                           the FreeAgent.com site, including, but not limited
                           to, all project listings included on that site or any
                           other co-branded site operated by FreeAgent.com.


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         2.       ADVERTISING AND PROMOTION OF THE CO-BRANDED SITE. CareerPath
                  and FreeAgent will market and promote the Co-Branded Site to
                  their existing customers, new customers and visitors to the
                  CareerPath.com and FreeAgent.com sites by including link,
                  graphics, text and promotional offers through the
                  CareerPath.com site and the FreeAgent.com site.

                  -        FreeAgent and CareerPath will cooperate with one
                           another to jointly manage and market the Co-Branded
                           Site to create brand awareness.

                  -        CareerPath and FreeAgent will create mutually
                           approved press releases to promote the Co-Branded
                           Site.

                  -        CareerPath and FreeAgent will explore opportunities
                           to create specialized print and off-line advertising
                           aimed at marketing the Co-Branded Site as a leading
                           resource for part time work opportunities.

                  -        The Co-Branded Site will include banner advertising
                           and links to the CareerPath.com site and
                           FreeAgent.com site, as well as third-party sites to
                           be mutually agreed upon with the parties sharing any
                           advertising revenues generated by such advertising in
                           accordance with paragraph 5 below.

                  -        Each of CareerPath and FreeAgent will include
                           frequent notices promoting the other's site on
                           outgoing e-mail and newsletter services to its
                           audience (to the extent such service is then provided
                           by the respective party).

                  -        All marketing costs for joint campaigns (created and
                           mutually approved by the parties) will be shared
                           equally by CareerPath and FreeAgent.

         3.       SALES CHANNELS; EXCLUSIVITY. CareerPath and FreeAgent shall
                  cooperate in the development of joint sales efforts through
                  its independent sales channels. FreeAgent acknowledges that
                  its sales efforts are currently focused primarily on selling
                  its enterprise solutions to corporate users and that its
                  current business strategy is to market its services to project
                  providers through its partners, such as CareerPath. FreeAgent
                  agrees that during the eighteen (18) month exclusivity period
                  ("Exclusivity Period") commencing on the launch date of the
                  Co-Branded Site. ("Launch Date"), it will not, co-brand or
                  license its FreeAgent subscription services (e-office and
                  e-portfolio, excluding buyer's co-op and content), or its
                  Xchange service with the companies listed on Schedule A
                  hereto, and will not co-brand its Xchange service with the
                  companies listed on Schedule A. CareerPath agrees that
                  during the Exclusivity Period it will not license, co-brand
                  its services with the companies listed on Schedule __
                  hereto, or allow such companies to feature their services
                  on any of the CareerPath websites or co-branded sites with
                  its affiliates (to the extent of CareerPath's control)
                  CareerPath further agrees that it will not co-brand or
                  license its services with the companies listed on Schedule A.]
                  The parties agree to update these lists quarterly as set forth
                  in the definitive agreement.

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         4.       CROSS-PROMOTION. Opus and CareerPath shall cooperate in the
                  development of programs designed to cross promote their
                  respective sites.

                  -        CareerPath and FreeAgent shall promote one another on
                           their hosted sites (including the Co-Branded Site) by
                           identifying the other as their affiliate with direct
                           links to such affiliate's site. Opus understands that
                           CareerPath is currently redesigning its site and the
                           placement of such links will be agreed upon once that
                           redesign is complete.

                  -        FreeAgent will provide content, features and
                           information targeted to free agents for prominent
                           display on the Career Path.com site. CareerPath will
                           provide content, features and information targeted to
                           full time employees for prominent display on the
                           FreeAgent.com site.

                  -        To adequately promote each other's service to the
                           other party's audience, each of FreeAgent and
                           CareerPath will supply the other party with copy,
                           content and other information geared to informing,
                           educating and empowering job seekers and employers
                           within their targeted audiences with the intent of
                           establishing higher conversion rates and greater
                           volume to the programs described in this deal sheet.

         5.       REVENUE SHARING. CareerPath and FreeAgent will share in the
                  revenues generated on or by the Co-Branded Site, as follows:

                  -        CareerPath and FreeAgent anticipate that the
                           Co-Branded Site will generate revenues from the
                           following sources: Advertising, subscription and
                           transaction fees from users of the Xchange service,
                           subscription fees from registered users, fees
                           generated from e*portfolio users and fees generated
                           from e*office users (back office services).


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                  -        FreeAgent will pay to CareerPath a fee equal to
                           [***] from all advertising, promotional,
                           sponsorship, and similar rights sold or licensed
                           on the Co-branded Site during the term of the
                           agreement. [***]

                  -        FreeAgent shall not sell or license any
                           advertising, promotional, sponsorship, or similar
                           rights on the Co-branded Site without the prior
                           written consent of CareerPath, which consent shall
                           not be unreasonably withheld or delayed, and
                           FreeAgent shall have no obligation to accept any
                           advertising or promotional, sponsorship or similar
                           material on the Co-branded Site.

                  -        CareerPath will receive [***] derived from
                           projects originating from CareerPath and
                           transacted through the Xchange service (subject to
                           the minimums described in Section 6 below) on the
                           Co-Branded Site as follows;

                  -        CareerPath will receive [***] for each CareerPath
                           customer who registers as a user on the Co-Branded
                           Site.

                  -        Subject to compliance with its privacy policies,
                           CareerPath will auto-convert its resume database on
                           FreeAgent.com to drive Xchange transactions.
                           CareerPath will receive [***]

                  -        CareerPath will receive [***] from silver level
                           back office service subscriptions for each
                           CareerPath customer who subscribes through the
                           Co-Branded Site [***]


[***] Certain information on this page has been omitted and filed separately
      with the Securities and Exchange Commission. Confidential treatment has
      been requested with respect to the omitted portions.



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                  -        CareerPath will receive [***] from gold level back
                           office service subscriptions for each CareerPath
                           customer who subscribes through the Co-Branded Site
                           [***]





                  -        CareerPath will receive [***] generated from
                           products and services sold, from time to time, in
                           the "Buyer's Co-op" section of the Co-Branded Site.





                  -        As new revenue sources on the Co-Branded Site are
                           generated, FreeAgent and CareerPath shall negotiate
                           in good faith an equitable sharing arrangement for
                           CareerPath.

                  -        FreeAgent and CareerPath will mutually agree to a
                           schedule of fees for services offered on the
                           Co-Branded Site, which schedule shall be modified
                           from time to time as mutually agreed. With
                           FreeAgent's consent, CareerPath will be able to offer
                           customers certain "promotional deals" consisting of
                           bundled services through the Co-Branded Site.
                           However, the sale of services to individuals on the
                           Co-Branded Site shall be not less than the service
                           fees charged on FreeAgent.com, as modified from time
                           to time.

                  -        FreeAgent and CareerPath will share equally in the
                           cost of building the co-branded site described in
                           Paragraph 1 above, provided CareerPath's
                           contributions shall not exceed [***]

         6.      [***]







         7.      [***]



[***] Certain information on this page has been omitted and filed separately
      with the Securities and Exchange Commission. Confidential treatment has
      been requested with respect to the omitted portions.

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                  -        [***]
















                  -        All payments will be accompanied by detailed reports
                           of the calculation of the payment. The definitive
                           agreement will provide for customary audit rights to
                           be conducted at the requesting party's expense
                           (except where a misstatement in excess of 2% is
                           found, in which case the cost shall be borne by the
                           party responsible for such misstatement.

         8.       ADVERTISING. CareerPath shall provide the Co-Branded Site
                  [***] million of advertising in CareerPath.com's web site
                  and affiliated newspapers over the first three years of the
                  term of the agreement at a  [***] discount from rate card
                  from newspaper and online venues offered to any other
                  CareerPath customer. The size and placement of this
                  advertising will be mutually agreed to by the parties.

         9.       ISSUANCE OF COMMON STOCK. Upon execution of the definitive
                  agreements, Opus shall deliver to CareerPath 163,570 shares at
                  $12.23 per share of Opus Common Stock (an amount equal to
                  $2,000,000 based upon a $350 million valuation of Opus) in
                  consideration of the advertising provided for in paragraph 8
                  above and payment of the [***]

         10.      TERMINATION FOR MATERIAL BREACH OR DEFAULT. Either Party may
                  terminate the Term immediately by giving notice to the other
                  Party if the other Party: (a) becomes insolvent; (b) files a
                  petition in bankruptcy; (c) makes an assignment for the
                  benefit of creditors; (d) discontinues the operation of its
                  Web site or (e) commits a material breach of any of its
                  obligations under the Agreement and such breach is not cured
                  within thirty (30) days after the breaching Party receives
                  notice of such breach from the non-breaching Party (each of
                  (a), (b), (c) and (d), collectively or individually, a
                  ("Termination Event").

         11.      In the event that FreeAgent terminates the Agreement upon one
                  of the Termination Events described above in (a), (b), (c) or
                  (d) above then any shares of Common Stock received by
                  CareerPath as a result of this Agreement shall be subject to
                  the following conditions:


[***] Certain information on this page has been omitted and filed separately
      with the Securities and Exchange Commission. Confidential treatment has
      been requested with respect to the omitted portions.

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                  (i) (ii) If a Termination Event occurs before the first
                           anniversary of the Launch Date, FreeAgent shall have
                           the right to buy back 75% of Opus shares received by
                           CareerPath at the price per share originally paid by
                           CareerPath; provided, that any such repurchase of
                           such Common Stock must be completed by FreeAgent
                           within ninety (90) days of the relevant Termination
                           Event.

                  (iii)    If a Termination Event occurs during the time period
                           on or after the first anniversary and before the
                           second anniversary of the Launch Date, FreeAgent
                           shall have the right to buy back 50% of the shares
                           received by CareerPath at the price per share
                           originally paid by CareerPath; provided, that any
                           such repurchase of such Common Stock must be
                           completed by FreeAgent within ninety (90) days of the
                           relevant Termination Event.

                  (iv)     If a Termination Event occurs during the time period
                           on or after the second anniversary and before the
                           third anniversary of the Launch Date, FreeAgent shall
                           have the right to buy back 25% of the shares received
                           by CareerPath at the price per share originally paid
                           by CareerPath; provided, that any such repurchase of
                           such Common Stock must be completed by FreeAgent
                           within ninety (90) days of the relevant Termination
                           Event.

                  (v)      CareerPath will be subject to any lock-up provisions
                           on the Common Stock requested by the Opus'
                           underwriters.

         12.      TERM. The term of the agreement and the initial portion of the
                  advertising described in paragraph 8 shall commence on the
                  date of that each of the Board of Directors of CareerPath and
                  Opus360 approves this agreement and expires three years
                  following the Lunch Date, with the possibility for one-year
                  extensions m be mutually agreed upon by the parties,
                  confidentiality. All technical data, technology, trade
                  secrets, documentation, manuals, reports, software, source
                  code for software, financial documents or data, and any other
                  information and documents disclosed by the parties to each
                  other pursuant to this letter agreement (including the terms
                  of this letter agreement and any long form agreement to be
                  entered into) shall be deemed to be confidential information
                  of each respective party (the "Confidential Information"). The
                  parties will not use or disclose and will keep confidential
                  the Confidential Information of the other party, except to
                  employees, consultants, or agents to whom disclosure is
                  necessary and who shall be bound by the terms hereof, using
                  the same date as it uses to maintain the confidentiality of
                  its most confidential information. The parties acknowledge
                  that the remedy at law for any breach of the foregoing
                  provisions of this paragraph shall be inadequate and each
                  party shall be



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                  entitled to obtain injunctive relief against any such breach
                  or threatened breach, in addition to any other remedy
                  available to it.

                  The parties may disclose Confidential Information pursuant to
                  any governmental, or administrative order, subpoena, or
                  discovery request, provided that they use reasonable efforts
                  to notify the other party of such order, subpoena, or
                  discovery request so such party may seek to make such
                  disclosure subject to a protective order or confidentiality
                  agreement (it being agreed that if the party is unable to
                  obtain or does not seek a protective order and the disclosing
                  party is legally compelled to disclose such Confidential
                  Information, disclosure of such Confidential Information may
                  be made without liability). While the parties are prohibited
                  from disclosing the term of this letter agreement or any long
                  form agreement, they may disclose the existence of an
                  agreement between the parties.

                  "Confidential Information" shall not include information that:
                  (a) is in the public domain at the time of disclosure through
                  no fault of either party, (b) becomes rightfully known from a
                  third-party source under no obligation to maintain
                  confidentiality; (c) becomes publicly available through no
                  fault of or failure to act in breach of this letter agreement;
                  (d) was already known prior to the parties having access to
                  one another; or (e) was independently developed by an employee
                  of either party who had no access to any information disclosed
                  under this letter agreement.

                  BOARD APPROVAL. The effectiveness of this Agreement is
                  conditioned upon the approval of the Board of Directors of
                  CareerPath.com and Opus.


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                  If the foregoing is acceptable to you, please so indicate by
signing in the space provided below, at which time this letter shall constitute
a binding agreement between us.

CAREERPATH.COM, INC.



BY:________________________
     Jonathan Swerdlow
     Its:  Vice President



By:________________________
     Ari Horowitz
     Its:  Chief Executive Officer



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                                   SCHEDULE A


CareerPath.com Competitors:
                      1)   Tier 1 [***]




                      2)   Tier 2 [***]





Opus360/FreeAgent Competitors:

                      1)   Tier 1 [***]








[***] Certain information on this page has been omitted and filed separately
      with the Securities and Exchange Commission. Confidential treatment has
      been requested with respect to the omitted portions.

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                      2) Tier 2     [***]




[***] Certain information on this page has been omitted and filed separately
      with the Securities and Exchange Commission. Confidential treatment has
      been requested with respect to the omitted portions.