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                                                                   Exhibit 10.12

                                               As of May 18, 2001

Mr. Ulysses S. Knotts, III
470 Montwicke Chase
Atlanta, GA 30327

                           Re:   Separation Agreement
                                 --------------------

Dear Uly:

                  This letter shall constitute a separation agreement (this
"Agreement"), by and between Answerthink, Inc., a Florida corporation
("Answerthink"), and you with respect to the termination of your employment with
Answerthink and the other matters set forth herein. In consideration of the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Answerthink and you
(sometimes hereafter referred to collectively as the "Parties") hereby agree as
follows:

1.       Termination Without Cause.

         (a)      Effective at the close of business on September May 18, 2001
                  (the "Effective Date"), your employment with Answerthink shall
                  be deemed to have been terminated without cause, and you agree
                  that you will have no right to nor will you have any
                  expectation of further employment with Answerthink or any of
                  its affiliates after the Effective Date. You represent and
                  warrant that after the Effective Date you will not take any
                  action to legally bind or obligate Answerthink.

         (b)      You further agree that once all of the payments referred
                  to in Section 2 of this Agreement have been made you shall
                  have been paid all amounts in the nature compensation of
                  any kind due and owing to you, whether pursuant to that
                  certain Senior Management Agreement dated as of April 23,
                  1997 by and between you and Answerthink (the "Senior
                  Management Agreement"), or that certain Employment Agreement
                  dated as of June 2, 1998 by and between you and Answerthink
                  (the "Employment Agreement") which amended and restated the
                  employment related provisions of the Senior Management
                  Agreement, or otherwise, including all wages, salary,
                  commissions, bonuses, incentive payments, profit sharing
                  payments, expense reimbursements, leave, severance pay, stock
                  options or other securities or other benefits, in respect of
                  your employment services for and on behalf of Answerthink. You
                  further agree that the payments

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                  referred to in Section 2 of this Agreement, in addition to
                  compensating you fully for all services rendered by you to
                  Answerthink and its affiliates to date, include consideration
                  for your promises contained in this Agreement.

         (c)      Following the Effective Date, Answerthink will cooperate with
                  you regarding COBRA and your 401-K account so that you will be
                  able to avail yourself of the full benefits to which you are
                  entitled under applicable law.

2.       Payment.

         (a)      Answerthink agrees that on or before the next scheduled
                  payroll payment date following the Effective Date it will pay
                  you (less appropriate income and employment tax withholdings),
                  to the extent not previously paid to you, any unpaid salary
                  for your employment services by and on behalf of Answerthink
                  through the Effective Date. In addition, Answerthink shall
                  reimburse you for any business expenses incurred by you during
                  your employment with Answerthink that has not yet been
                  reimbursed to you.

         (b)      Answerthink agrees that, unless you have violated the terms of
                  this Agreement or the Employment Agreement, Answerthink will
                  pay you THREE HUNDRED SEVEN THOUSAND SIX HUNDRED NINETY TWO
                  AND 32/100 DOLLARS ($307,692.32USD) (less appropriate income
                  and employment tax withholding) in sixteen semi-monthly
                  installments in the amount of NINETEEN THOUSAND TWO HUNDRED
                  THIRTY AND 77/100 DOLLARS ($19,230.77USD) (less appropriate
                  income and employment tax withholding) in accordance with the
                  regular Answerthink payroll cycle. Subject to the terms of
                  this Agreement, Answerthink will commence payment of such
                  installments on the first Answerthink regular payroll date
                  following the Effective Date. In the event of your death prior
                  to the final installment of such payments, any remaining
                  payments will be made to your estate. You hereby agree to
                  waive any right that you may have to any additional severance
                  payments contained in Section 9 of the Employment Agreement or
                  otherwise.

3.       Non-Disclosure of This Agreement. Each of the Parties hereto, for the
         benefit of the other Party hereto, hereby agrees that from and after
         the date of such Party's execution and delivery of this Agreement, each
         such Party will not, directly or indirectly, provide to any person or
         entity any information that concerns or relates to the negotiation of
         or circumstances leading to the execution of this Agreement or to the
         terms and conditions hereof, except to (i) the extent that such
         disclosure is specifically required by applicable law or legal process;
         (ii) such Party's tax advisors as may be necessary for the preparation
         of tax returns or other similar reports required by law, (iii) such
         Party's attorneys as may be necessary to secure advice concerning the
         interpretation of this Agreement or to this Agreement in connection
         with the enforcement of; or (iv) members of your immediate family. Each
         Party agrees that prior to disclosing such information under parts
         (ii), (iii) or (iv) of this Section 3, such Party will inform the
         recipients that they are bound by the

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         limitations of this Section 3 and such disclosure will only be
         permitted if the recipient agrees to be bound by such limitations. Each
         Party further agrees that any disclosure of such information by any
         such recipients not in accordance with this Section 3 shall be deemed
         to be a disclosure by the disclosing Party in breach of this Agreement.
         Answerthink agrees not to provide to any third party (which term, for
         purposes hereof, shall not include Answerthink and its affiliates and
         their respective officers, directors, employees, securityholders and
         professional advisors) the terms of this Agreement or any information
         that concerns or relates to the negotiation of or circumstances leading
         to the execution of this Agreement unless Answerthink determines in
         good faith that it is specifically required to do so by applicable law
         or legal process.

4.       Confidential Information; Noncompetition and Nonsolicitation. You agree
         that Sections 7 and 10 of the Employment Agreement relating to
         confidential information, noncompetition and nonsolicitation continue
         in full force and effect in accordance with the terms thereof and are
         not modified by the terms of this Agreement.

5.       Return of Information. You further agree to cooperate fully with
         Answerthink in returning to Answerthink the originals and all copies of
         all files, materials, documents or other property relating to the
         business and affairs of Answerthink and its affiliates. You may retain
         only personal correspondence relating to the duties and
         responsibilities of your employment.

6.       No Adverse Comment. You agree to coordinate with Answerthink's Chief
         Executive Officer any requests for employment references from
         Answerthink which in all cases will be limited to employment dates and
         titles held. Each Party hereto agrees that such Party will not make any
         disparaging statements, whether written, oral or electronically
         transmitted regarding the other Party and its affiliates and in the
         case of Answerthink its business and affairs, employees, agents,
         officers, directors and securityholders.

7.       Breach or Violation. Each party agrees that in the event of a violation
         of the provisions of this Agreement by such Party, in addition to any
         damages allowed by law, the other Party hereto shall be entitled to
         injunctive relief. In the event of a judicial determination that any
         restriction contained in this Agreement is unreasonable, you and
         Answerthink agree that the court may modify such restriction to make it
         reasonable or eliminate such restriction prior to granting any
         injunctive relief.

8.       Certain Additional Representations. Each of the Parties represents and
         warrants to the other Party that in executing this Agreement such party
         does not rely and has not relied upon any representation or statement
         made by the other Party or the Party's agents, representatives or
         attorneys with regard to the subject matter, basis or effect of this
         Agreement or otherwise.

9.       Other Agreements.

         (a)      Reference is made to that certain Restricted Securities
                  Agreement dated as of April 23, 1997, among you, Golder,
                  Thoma, Cressey, Rauner Fund V, L.P., a Delaware Limited
                  Partnership ("GTCR V"), Gator Associates, Ltd., A Florida

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                  limited partnership, MG Capital Partners II, L.P., a Delaware
                  limited partnership, and Tara Ventures, Ltd., a British Virgin
                  Islands corporation (the "Restricted Securities Agreement").
                  Answerthink hereby acknowledges and confirms that all shares
                  of Answerthink common stock covered by the Restricted
                  Securities Agreement and all shares of Answerthink common
                  stock covered by sections 1 through 6 of the Senior Management
                  Agreement are fully vested.

         (b)      You further agree and acknowledge that, other than those
                  grants noted below, no stock options have been granted to you
                  as of the Effective Date, and that you claim no right to any
                  option to purchase Answerthink stock, common or preferred,
                  from Answerthink.

Grant Date                Number of Options
----------                -----------------

March 31, 1999            5,000

January 31, 2000          10,000

                           Remainder of page intentionally left blank.

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10.      Releases.

         (a)      In consideration of the consideration paid to you hereunder,
                  you hereby release Answerthink, its predecessors, successors
                  present and former affiliates, subsidiaries, parents, related
                  entities, officers, directors, members, managers, assigns,
                  insurers, representatives, employees, agents, attorneys, and
                  each of them, from any and all claims, demands, charges,
                  complaints, liabilities, obligations, indemnities, promises,
                  agreements, contracts, covenants, controversies, damages,
                  actions, causes of action, suits, rights, demands, costs,
                  losses, liens, debts and expenses, of whatever kind or nature
                  in law, equity or otherwise, which you now possess, have
                  possessed, or may in the future possess, against any of them,
                  or to which you are or claim to be entitled, whether known or
                  unknown, suspected or unsuspected, committed or omitted prior
                  to the date of this Agreement arising from, or relating to,
                  your employment with Answerthink, the termination of your
                  employment with Answerthink, the Restricted Securities
                  Agreement, the Employment Agreement and any matters related
                  thereto or any other transactions, occurrences, acts or
                  omissions or any loss, damages or injury whatsoever, known or
                  unknown, suspected or unsuspected, resulting from any act or
                  omission by or on the part of any of the releasees ("Knotts
                  Released Claims"). The Knotts Released Claims include, but are
                  not limited to, any action arising out of any foreign,
                  federal, state or local constitution, statute, ordinance,
                  regulation, or common law, including, but not limited to,
                  those arising under the Age Discrimination In Employment Act,
                  as amended, Title VII of the Civil Rights Act of 1964, as
                  amended, The Equal Pay Act, The Americans With Disabilities
                  Act, The Family and Medical Leave Act, The Employee Retirement
                  Income Security Act, the Worker Adjustment and Retraining
                  Notification Act, and the provisions of any other laws
                  regulating wages, hours and working conditions, any other
                  foreign, federal, state or local laws prohibiting employment
                  discrimination or otherwise regulating employment, any claim
                  or claims for discrimination, failure to prevent
                  discrimination, retaliation, failure to prevent retaliation,
                  harassment, failure to prevent harassment, assault, battery,
                  misrepresentation, fraud, deceit, invasion of privacy, breach
                  of contract, breach of collective bargaining agreement, breach
                  of quasi-contract, breach of implied contract, an accounting,
                  wrongful or constructive discharge, breach of the covenant of
                  good faith and fair dealing, libel, slander, negligent or
                  intentional infliction of emotional distress, violation of
                  public policy, negligent supervision, negligent retention,
                  negligence, interference with business opportunity or with
                  contracts, and any claim or claims for severance pay, bonus or
                  similar benefit, sick leave, pension, retirement, retirement
                  bonus, holiday pay, life insurance, health or medical
                  insurance, reimbursement of health or medical costs, worker's
                  compensation or disability.  However, this release does not
                  cover any obligations by Answerthink to make payments to you
                  hereunder.

         (b)      In consideration of this Agreement and other good and valuable
                  consideration, the receipt and adequacy of which are hereby
                  acknowledged, Answerthink, for itself and on behalf of its
                  subsidiaries and affiliates, hereby releases you, your
                  successors, assigns, insurers, representatives, employees,
                  agents, attorneys, heirs,

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                  administrators, executors, and each of them, from any and all
                  claims, demands, charges, complaints, liabilities,
                  obligations, indemnities, promises, agreements, contracts,
                  covenants, controversies, damages, actions, causes of action,
                  suits, rights, demands, costs, losses, liens, debts and
                  expenses, of whatever kind or nature in law, equity or
                  otherwise, which it now possesses, has possessed, or may in
                  the future possess, against any of them, or to which it is or
                  claims to be entitled, whether known or unknown, suspected or
                  unsuspected, committed or omitted prior to the date of this
                  Agreement arising from, or relating to, your employment by
                  Answerthink, the termination of your employment with
                  Answerthink, the Restricted Securities Agreement, the
                  Employment Agreement and any matters related thereto, or any
                  other transactions, occurrences, acts or omissions or any
                  loss, damages or injury whatsoever, known or unknown,
                  suspected or unsuspected, resulting from any act or omission
                  by or on the part of any of the releasees  (the "Answerthink
                  Released Claims"). The Answerthink Released Claims include,
                  but are not limited to, any action arising out of any foreign,
                  federal, state or local constitution, statute, ordinance,
                  regulation, or common law, including, but not limited to
                  claims of misrepresentation, fraud, deceit, breach of
                  contract, breach of quasi-contract, breach of implied
                  contract, breach of the covenant of good faith and fair
                  dealing, negligence, interference with business opportunity or
                  with contracts, and inducing breach of contract. However, this
                  release does not cover your obligations to comply with
                  sections 7 and 10 of the Employment Agreement.

         (c)      Each of you and Answerthink recognizes that, except as limited
                  herein, this is a full and final release of any and all claims
                  which they, their heirs, successors and assigns have made, or
                  could have made, against one another, arising from the
                  Answerthink Released Claims and the Knotts Released Claims, as
                  applicable.

         (d)      You warrant to Answerthink that you have not assigned or
                  transferred any of the Knotts Released Claims. Answerthink
                  represents and warrants to you that it has not assigned or
                  transferred any of the Answerthink Related Claims.

         (e)      You acknowledge and understand that you have twenty-one (21)
                  days after the foregoing date within which to consider this
                  Agreement, including the Knotts Released Claims, before
                  signing it. You understand that you have been given the
                  opportunity to and you have in fact consulted with legal
                  counsel of your own choosing and that if you sign this
                  Agreement prior to the twenty-first day, you do so on a purely
                  voluntary basis.

         (f)      You further understand that for a period of seven (7) days
                  after you sign this Agreement, which includes this the Knotts
                  Released Claims, that you may revoke or cancel it by written
                  notification to Answerthink and by returning any sums paid to
                  you under this Agreement, and that this Agreement, including
                  the Release of Claims in this Section 10, will not become
                  effective or enforceable until that seven-day period has
                  passed.

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11.      Entire Agreement. This Agreement contains the entire understanding and
         agreement the Parties relating to the subject matter of this Agreement
         and it supersedes any and all prior and/or contemporaneous
         understandings and agreements with respect to such subject matter, all
         of which are merged herein. This Agreement may not be altered or
         amended except by an instrument in writing signed by both of the
         Parties hereto.

12.      No Admission. The Parties agree that nothing contained in this
         Agreement shall constitute or be treated as an admission or
         acknowledgment of any liability or wrongdoing by either Party to the
         other Party hereto and such Party's affiliates.

13.      Governing Law. This Agreement shall be governed by, and construed in
         accordance with, the laws of the State of Florida, without regard to
         its conflicts or choice of law principles. The Parties agree that the
         exclusive venue for the resolution of any disputes arising out of or
         relating to the Agreement shall be the state courts of the State of
         Florida and the federal courts of the United States of America located
         in Miami-Dade County, Florida, and each of the Parties hereby consents
         to the jurisdiction of said courts with respect to any such disputes.
         The Parties further acknowledge that they have each participated in the
         preparation of this Agreement with legal counsel chosen by such Party
         and that this Agreement shall be construed and interpreted without any
         presumption against either Party.

14.      Waiver. Neither the waiver by either party of a breach of or default
         under any of the provisions of this Agreement, nor the failure of such
         Party, on one or more occasions, to enforce any of the provisions of
         this Agreement or to exercise any right or privilege hereunder shall
         thereafter be construed as a waiver of any subsequent breach or default
         of a similar nature, or as a wavier of any provisions, rights or
         privileges hereunder. A waiver of any provision of this Agreement shall
         only be effective if evidenced by a written instrument signed by the
         Party granting any such waiver.

15.      Further Assurances. The Parties agree to take or cause to be taken
         such further actions as may be necessary or as may be reasonably
         requested by the other Party hereto in writing in order to fully
         effectuate the purposes, terms, and conditions of this Agreement.

16.      Assignment. This Agreement and the rights and obligations of the
         Parties hereunder may not be assigned by either Party without the prior
         written consent of the other Party, except that the assignment of this
         Agreement by Answerthink to any corporation which acquires a
         controlling interest in Answerthink common stock or all or
         substantially all of the assets of Answerthink pursuant to a sale of
         Answerthink's business shall constitute a permitted assignment of this
         Agreement. This Agreement shall be binding upon and inure to the
         benefit of the Parties and their respective representatives, successors
         and permitted assigns.

17.      Notice. All notices, demands, requests, or other communications which
         may be or are required to be given, served or sent by either Party to
         other Party pursuant to this Agreement or in any way relating to this
         Agreement shall be in writing and shall be effective delivery if
         hand-delivered; or if mailed by first class, registered, or certified
         mail (return receipt requested, postage prepaid) four (4) business day
         after being so

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         mailed to such Party at the address set forth on the first page hereof.
         Either Party may designate by notice in writing a new address to which
         any notice, demand, request, or communication may thereafter be so
         given, served, or sent.

18.      Voluntary Agreement. You acknowledge that you have carefully read and
         fully understand this Agreement and execute it voluntarily and without
         coercion.

                  Please signify your acceptance of and agreement to the terms
and provisions contained herein by executing this Agreement in the space
provided below and returning a signed original copy to Answerthink.

                                               ANSWERTHINK, INC.

                                               By: /s/ Ted A. Fernandez
                                                  -----------------------------
                                                  Name:
                                                  Title: Chief Executive Officer

                                                Date:  May 18, 2001
                                                     --------------------------

                                                /s/ Witness
                                                -------------------------------
                                                Witness

Accepted and agreed to:

/s/ Ulysses S. Knotts, III
----------------------------------
Ulysses S. Knotts, III

Date: May 18, 2001
     -----------------------------

/s/ Witness
----------------------------------
Witness

By signing, Mr. Knotts hereby expressly waives the 21-day review period provided
for in Section 10(e).

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