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                                                                   Exhibit 10.10

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT ("Agreement") is entered into this 26th day
of December, 2001, and is effective as of the 1st day of January, 1999 (the
"Effective Date"), by and between Answerthink, Inc., a Florida corporation (the
"Company"), and David N. Dungan (the "Executive").

         WHEREAS, the Company and the Executive have entered into a Senior
Management Agreement dated as of July 11, 1997, as amended (the "Senior
Management Agreement");

         WHEREAS, the Company and the Executive desire to amend the Senior
Management Agreement to delete the "Provisions Relating to Employment" therein
and the Company desires to employ the Executive, and the Executive desires to be
employed by the Company, on the terms and conditions set forth herein from and
after the Effective Date; and

         WHEREAS, the board of directors of the Company (the "Board") has
approved and authorized the entry into this Agreement with the Executive.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto agree as
follows:

1.       Employment Agreement. On the terms and conditions set forth in this
         --------------------
Agreement, the Company agrees to employ the Executive and the Executive agrees
to be employed by the Company for the Employment Period set forth in Section 2
hereof and in the position and with the duties set forth in Section 3 hereof.
Terms used herein with initial capitalization are defined in Section 21 below.

2.       Term. The initial term of employment under this Agreement shall be for
         ----
a three-year period commencing on the Effective Date (the "Initial Term"). The
term of employment shall be automatically renewed for an additional consecutive
12-month period (the "Extended Term") as of the first and every subsequent
anniversary of the Effective Date, unless and until either party provides
written notice to the other party in accordance with Section 11 hereof not less
than 90 days before such anniversary date that such party is terminating the
term of employment under this Agreement, which termination shall be effective as
of the end of such Initial Term or Extended Term, as the case may be, or until
such term of employment is otherwise terminated as hereinafter set forth. Such
Initial Term and all such Extended Terms are collectively referred to herein as
the "Employment Period." The parties' obligations under Sections 7, 9 and 10
hereof shall survive the expiration or termination of the Employment Period.

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3.       Position and Duties. The Executive shall serve as Executive Vice
         -------------------
President, Chief Operating Officer of the Company during the Employment Period.
As the Executive Vice President, Chief Operating Officer of the Company, the
Executive shall render executive, policy and other management services to the
Company of the type customarily performed by persons serving in a similar
officer capacity. The Executive shall report to the Chief Executive Officer of
the Company, except as otherwise determined by the Chief Executive Officer or
the Board. The Executive shall also perform such duties as the Chief Executive
Officer or the Board may from time to time reasonably determine and assign to
the Executive. During the Employment Period, there shall be no material change
in the duties and responsibilities of the Executive from those previously in
effect, other than as provided herein, unless the parties otherwise agree in
writing. The Executive shall devote the Executive's reasonable best efforts and
substantially full business time to the performance of the Executive's duties
and the advancement of the business and affairs of the Company.

4.       Place of Performance. In connection with the Executive's employment by
         --------------------
the Company, the Executive shall be based at the principal executive offices of
the Company, except as otherwise agreed by the Executive and the Company and
except for reasonable travel on Company business. If the Executive is required
to relocate his place of employment to a location more than 50 miles from its
location as of the date of this Agreement, the Company shall pay or reimburse
the Executive for the reasonable moving and relocation expenses incurred by him
to establish a personal residence at the new location, including reasonable
traveling and temporary living expenses.

5.       Compensation.
         ------------

         (a) Base Salary. During the Employment Period, the Company shall pay to
         the Executive an annual base salary (the "Base Salary"), which
         initially shall be at the rate of $500,000.00 per year. The Base Salary
         shall be reviewed no less frequently than annually and may be increased
         at the discretion of the Board. If the Executive's Base Salary is
         increased, the increased amount shall be the Base Salary for the
         remainder of the Employment Period. Except as otherwise agreed in
         writing by the Executive, the Base Salary shall not be reduced from the
         amount previously in effect during the Employment Period. The Base
         Salary shall be payable biweekly or in such other installments as shall
         be consistent with the Company's payroll procedures.

         (b) Bonus. During the Employment Period, the Executive may also be
         eligible to earn an annual bonus pursuant to a bonus plan adopted by
         the Board for each fiscal year.

         (c) Benefits. During the Employment Period, the Executive will be
         entitled to such other benefits approved by the Board and made
         available to employees. Nothing contained in this Agreement shall
         prevent the Company from changing carriers or from effecting
         modifications in insurance coverage for the Executive.

         (d) Vacation; Holidays. The Executive shall be entitled to all public
         holidays observed by the Company and vacation days in accordance with
         the applicable

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         vacation policies for senior executives of the Company, which shall be
         taken at a reasonable time or times.

         (e) Withholding Taxes and Other Deductions. To the extent required by
         law, the Company shall withhold from any payments due Executive under
         this Agreement any applicable federal, state or local taxes and such
         other deductions as are prescribed by law or Company policy.

6.       Expenses. The Executive is expected and is authorized to incur
         --------
reasonable expenses in the performance of his duties hereunder, including the
costs of entertainment, travel, and similar business expenses incurred in the
performance of his duties. The Company shall reimburse the Executive for all
such expenses promptly upon periodic presentation by the Executive of an
itemized account of such expenses.

7.       Confidentiality; Work Product.
         -----------------------------

         (a) Information. The Executive acknowledges that the information,
         observations and data obtained by the Executive concerning the business
         and affairs of the Company and its Subsidiaries and their predecessors
         during the course of the Executive's performance of services for, or
         employment with, any of the foregoing persons (whether or not
         compensated for such services) are the property of the Company and its
         Subsidiaries, including information concerning acquisition
         opportunities in or reasonably related to the business or industry of
         the Company or its Subsidiaries of which the Executive becomes aware
         during such period. Therefore, the Executive agrees that he will not at
         any time (whether during or after the Employment Period) disclose to
         any unauthorized person or, directly or indirectly, use for the
         Executive's own account, any of such information, observations or data
         without the Board's consent, unless and to the extent that the
         aforementioned matters become generally known to and available for use
         by the public other than as a direct or indirect result of the
         Executive's acts or omissions to act or the acts or omissions to act of
         other senior or junior management employees of the Company and its
         Subsidiaries. The Executive agrees to deliver to the Company at the
         termination of the Executive's employment, or at any other time the
         Company may request in writing (whether during or after the Employment
         Period), all memoranda, notes, plans, records, reports and other
         documents, regardless of the format or media (and copies thereof),
         relating to the business of the Company and its Subsidiaries and their
         predecessors (including, without limitation, all acquisition prospects,
         lists and contact information) which the Executive may then possess or
         have under the Executive's control.

         (b) Inventions and Patents. The Executive acknowledges that all
         inventions, innovations, improvements, developments, methods, designs,
         analyses, drawings, reports and all similar or related information
         (whether or not patentable) that relate to the actual or anticipated
         business, research and development or existing or future products or
         services of the Company or its Subsidiaries that are conceived,
         developed, made or reduced to practice by the Executive while employed
         by the Company or any of its predecessors ("Work

<PAGE>

         Product") belong to the Company and the Executive hereby assigns, and
         agrees to assign, all of the above to the Company. Any copyrightable
         work prepared in whole or in part by the Executive in the course of the
         Executive's work for any of the foregoing entities shall be deemed a
         "work made for hire" under the copyright laws, and the Company shall
         own all rights therein. To the extent that any such copyrightable work
         is not a "work made for hire," the Executive hereby assigns and agrees
         to assign to Company all right, title and interest, including without
         limitation, copyright in and to such copyrightable work. The Executive
         shall promptly disclose such Work Product and copyrightable work to the
         Board and perform all actions reasonably requested by the Board
         (whether during or after the Employment Period) to establish and
         confirm the Company's ownership (including, without limitation,
         assignments, consents, powers of attorney and other instruments).

         (c) Enforcement. The Executive acknowledges that the restrictions
         contained in Section 7(a) hereof are reasonable and necessary, in view
         of the nature of the Company's business, in order to protect the
         legitimate interests of the Company, and that any violation thereof
         would result in irreparable injury to the Company. Therefore, the
         Executive agrees that in the event of a breach or threatened breach by
         the Executive of the provisions of Section 7(a) hereof, the Company
         shall be entitled to obtain from any court of competent jurisdiction,
         preliminary or permanent injunctive relief restraining the Executive
         from disclosing or using any such confidential information. Nothing
         herein shall be construed as prohibiting the Company from pursuing any
         other remedies available to it for such breach or threatened breach,
         including, without limitation, recovery of damages from the Executive.

8.       Termination of Employment.
         -------------------------

         (a) Permitted Terminations. The Executive's employment hereunder may
         be terminated during the Employment Period without any breach of this
         Agreement only under the following circumstances:

                  (i) Death. The Executive's employment hereunder shall
                  terminate upon the Executive's death;

                  (ii) By the Company. The Company may terminate the Executive's
                  employment:

                           (A) If the Executive shall have been unable to
                           perform all of the Executive's duties hereunder by
                           reason of illness, physical or mental disability or
                           other similar incapacity, which inability shall
                           continue for more than three consecutive months; or

                           (B) For Cause; or

                  (iii) By the Executive. The Executive may terminate employment
                  for Good Reason.

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         (b) Termination. Any termination of the Executive's employment by the
         Company or the Executive (other than because of the Executive's death)
         shall be communicated by written Notice of Termination to the other
         party hereto in accordance with Section 11 hereof. For purposes of this
         Agreement, a "Notice of Termination" shall mean a notice which shall
         indicate the specific termination provision in this Agreement relied
         upon, if any, and shall set forth in reasonable detail the facts and
         circumstances claimed to provide a basis for termination of the
         Executive's employment under the provision so indicated. Termination of
         the Executive's employment shall take effect on the Date of
         Termination.

9.       Compensation Upon Termination.
         -----------------------------

         (a) Death. If the Executive's employment is terminated during the
         Employment Period as a result of the Executive's death, the Company
         shall pay to the Executive's estate, or as may be directed by the legal
         representatives of such estate, the Executive's full Base Salary
         through the Date of Termination and all other unpaid amounts, if any,
         to which the Executive is entitled as of the Date of Termination in
         connection with any fringe benefits or under any bonus or incentive
         compensation plan or program of the Company pursuant to Sections 5(b)
         and (c) hereof, at the time such payments are due, and the Company
         shall have no further obligations to the Executive under this
         Agreement.

         (b) Disability. If the Company terminates the Executive's employment
         during the Employment Period because of the Executive's disability
         pursuant to Section 8(a)(ii)(A) hereof, the Company shall pay the
         Executive the Executive's full Base Salary through the Date of
         Termination and all other unpaid amounts, if any, to which the
         Executive is entitled as of the Date of Termination in connection with
         any fringe benefits or under any bonus or incentive compensation plan
         of program of the Company pursuant to Sections 5(b) and (c) hereof, at
         the time such payments are due, and the Company shall have no further
         obligations to the Executive under this Agreement; provided, that
         payments so made to the Executive during any period that the Executive
         is unable to perform all of the Executive's duties hereunder by reason
         of illness, physical or mental illness or other similar incapacity
         shall be reduced by the sum of the amounts, if any, payable to the
         Executive at or prior to the time of any such payment under disability
         benefit plans of the Company and which amounts were not previously
         applied to reduce any such payment.

         (c) By the Company with Cause or by the Executive without Good Reason.
         If the Company terminates the Executive's employment during the
         Employment Period for Cause pursuant to Section 8(a)(ii)(B) hereof or
         if the Executive voluntarily terminates the Executive's employment
         during the Employment Period other than for Good Reason, the Company
         shall pay the Executive the Executive's full Base Salary through the
         Date of Termination and all other unpaid amounts, if any, to which
         Executive is entitled as of the Date of Termination in connection with
         any fringe benefits or under any bonus or incentive compensation plan
         or program of the Company pursuant to Sections 5(b) and (c)

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         hereof, at the time such payments are due, and the Company shall have
         no further obligations to the Executive under this Agreement.

         (d) By the Company without Cause or by the Executive for Good Reason.
         If the Company terminates the Executive's employment during the
         Employment Period other than for Cause, disability or death pursuant to
         Section 8(a)(i) or (ii) hereof, or the Executive terminates his
         employment during the Employment Period for Good Reason pursuant to
         Section 8(a)(iii) hereof, the Company shall pay the Executive (A) the
         Executive's full Base Salary through the Date of Termination and all
         other unpaid amounts, if any, to which the Executive is entitled as of
         the Date of Termination in connection with any fringe benefits or under
         any bonus or incentive compensation plan or program of the Company
         pursuant to Sections 5(b) and (c) hereof, at the time such payments are
         due and (B) subject to Sections 9(e) and 9(f) hereof:

                  (i) No Change of Control. Except as provided in Section
                  9(d)(ii) hereof, during the one-year period commencing on the
                  Date of Termination (the "Initial Period"), the Company shall
                  pay the Executive an aggregate amount equal to Executive's
                  Base Salary, payable in equal installments on the Company's
                  regular salary payment dates, and any other amounts that would
                  have been payable to or on behalf of the Executive under
                  Section 5(c) hereof (the "Severance Payments"). In addition,
                  the Company shall have the option, by delivering written
                  notice to the Executive in accordance with Section 11 hereof
                  within 90 days after the Date of Termination, to extend the
                  severance period to the second anniversary of the Date of
                  Termination (the "Extended Period"). During the Extended
                  Period, the Company will continue to make Severance Payments
                  at the same annual rate to the Executive. Notwithstanding the
                  foregoing and without in any way modifying the provisions of
                  Sections 7 and 10 hereof, from and after the first date that
                  Executive becomes employed with another Person or provides
                  services as a consultant or other self-employed individual,
                  the Company, at its option, may eliminate or otherwise reduce
                  the amount of Severance Payments otherwise required to be made
                  pursuant to this Section 9(d)(i) to the extent of the
                  compensation and benefits received by the Executive from such
                  other employment or self-employment; or

                  (ii) Change of Control. If such termination is in anticipation
                  of, in connection with or within one year after the date of a
                  Change of Control, the Company shall pay the Executive an
                  aggregate amount equal to Executive's Base Salary, payable in
                  equal installments on the Company's regular salary payment
                  dates, and any other amounts that would have been payable to
                  or on behalf of the Executive under Section 5(c) hereof (the
                  "Severance Payments") from the Date of Termination through the
                  second anniversary of the Date of Termination at the time such
                  payments would otherwise have been due in accordance with the
                  Company's normal payroll practices, and the Company shall have
                  no further obligations to the Executive under this Agreement.
                  In addition, in such event, the

<PAGE>

                  Executive's rights with respect to stock options and shares of
                  restricted stock previously granted by the Company, deferred
                  and incentive compensation or bonus amounts awarded by the
                  Company and other contingent or deferred compensation awards
                  or grants made by the Company, or otherwise made in connection
                  with the Executive's employment hereunder, shall be fully
                  vested and nonforfeitable as of the Date of Termination,
                  except to the extent inconsistent with the terms of any such
                  plan or arrangement that is intended to qualify under Section
                  401(a) or 423 of the Code. For purposes of Section 10 hereof,
                  the "Initial Period" shall be the first 24 months following
                  the Date of Termination.

         (e) Parachute Limitations. Notwithstanding any other provision of this
         Agreement or of any other agreement, contract or understanding
         heretofore or hereafter entered into by the Executive with the Company
         or any subsidiary or affiliate thereof, except an agreement, contract
         or understanding hereafter entered into that expressly modifies or
         excludes application of this Section 9(e) (the "Other Agreements"), and
         notwithstanding any formal or informal plan or other arrangement
         heretofore or hereafter adopted by the Company (or any subsidiary or
         affiliate thereof) for the direct or indirect compensation of the
         Executive (including groups or classes of participants or beneficiaries
         of which the Executive is a member), whether or not such compensation
         is deferred, is in cash, or is in the form of a benefit to or for the
         Executive (a "Benefit Plan"), if the Executive is a "disqualified
         individual" (as defined in Section 280G(c) of the Internal Revenue Code
         of 1986, as amended (the "Code")), the Executive shall not have any
         right to receive any payment or benefit under this Agreement, any Other
         Agreement or any Benefit Plan (i) to the extent that such payment or
         benefit, taking into account all other rights, payments or benefits to
         or for the Executive under this Agreement, all Other Agreements and all
         Benefit Plans, would cause any payment or benefit to the Executive
         under this Agreement, any Other Agreement or any Benefit Plan to be
         considered a "parachute payment" within the meaning of Section
         280G(b)(2) of the Code as then in effect (a "Parachute Payment") and
         (ii) if, as a result of receiving a Parachute Payment, the aggregate
         after-tax amount received by the Executive under this Agreement, all
         Other Agreements and all Benefit Plans would be less than the maximum
         after-tax amount that could be received by the Executive without
         causing any such payment or benefit to be considered a Parachute
         Payment. In the event that the receipt of any such payment or benefit
         under this Agreement, any Other Agreement or any Benefit Plan would
         cause the Executive to be considered to have received a Parachute
         Payment that would have the adverse after-tax effect described in
         clause (ii) of the preceding sentence, then the Executive shall have
         the right, in the Executive's sole discretion, to designate those
         rights, payments or benefits under this Agreement, any Other Agreement
         and any Benefit Plan that should be reduced or eliminated so as to
         avoid having the payment or benefit to the Executive under this
         Agreement be deemed to be a Parachute Payment.

         (f) Mitigation. The Company's obligation to continue to provide the
         Executive with benefits pursuant to Section 9(d)(i) or (ii) above shall
         cease if the Executive

<PAGE>

         becomes eligible to participate in benefits substantially similar to
         those provided under this Agreement as a result of the Executive's
         subsequent employment during the period that the Executive is entitled
         to receive Severance Payments.

         (g) Liquidated Damages. The parties acknowledge and agree that damages
         which will result to the Executive for termination by the Company
         without Cause or by the Executive for Good Reason shall be extremely
         difficult or impossible to establish or prove, and agree that the
         Severance Payments shall constitute liquidated damages for any breach
         of this Agreement by the Company through the Date of Termination. The
         Executive agrees that, except for such other payments and benefits to
         which the Executive may be entitled as expressly provided by the terms
         of this Agreement or any applicable Benefit Plan, such liquidated
         damages shall be in lieu of all other claims that the Executive may
         make by reason of termination of his employment or any such breach of
         this Agreement and that, as a condition to receiving the Severance
         Payments, the Executive will execute a release of claims in a form
         reasonably satisfactory to the Company.

10.      Noncompetition and Nonsolicitation.
         ----------------------------------

         (a) Noncompetition. The Executive acknowledges that in the course of
         his employment with the Company and its Subsidiaries and their
         predecessors, he has and will continue to become familiar with the
         trade secrets of, and other confidential information concerning, the
         Company and its Subsidiaries, that the Executive's services will be of
         special, unique and extraordinary value to the Company and its
         Subsidiaries and that the Company's ability to accomplish its purposes
         and to successfully pursue its business plan and compete in the
         marketplace depend substantially on the skills and expertise of the
         Executive. Therefore, and in further consideration of the compensation
         being paid to the Executive hereunder, the Executive agrees that,
         during the Employment Period and any Initial Period or Extended Period,
         so long as Severance Payments are being made or during any portion of
         the Initial or Extended Period that Severance Payments are not required
         to be made pursuant to the last sentence of Section 9(d)(i) hereof (the
         "Noncompete Period"), he shall not directly or indirectly own, manage,
         control, participate in, consult with, render services for, or in any
         manner engage in any business competing with the businesses of the
         Company, its Subsidiaries, or any business in which the Company or its
         Subsidiaries has commenced negotiations or has requested and received
         information relating to the acquisition of such business within
         eighteen months prior to the termination of the Executive's employment
         with the Company, in any country where the Company, its Subsidiaries,
         or other aforementioned business conducts business.

         (b) Nonsolicitation. During the Employment Period and for two years
         following the Date of Termination, the Executive shall not directly or
         indirectly through another entity (i) induce or attempt to induce any
         employee of the Company or any Subsidiary to leave the employ of the
         Company or such Subsidiary, or in any way willfully interfere with the
         relationship between the Company or any Subsidiary and any employee
         thereof, (ii) induce or attempt to induce any customer,

<PAGE>

         supplier, licensee or other business relation of the Company or any
         Subsidiary to cease doing business with the Company or such Subsidiary,
         or in any way interfere with the relationship between any such
         customer, supplier, licensee or business relation and the Company or
         any Subsidiary or (iii) initiate or engage in any discussions regarding
         an acquisition of, or the Executive's employment (whether as an
         employee, an independent contractor or otherwise) by, any businesses in
         which the Company or any of its Subsidiaries has entertained
         discussions or has requested and received information relating to the
         acquisition of such business by the Company or its Subsidiaries upon or
         within the 18-month prior to the Date of Termination.

         (c) Enforcement. If, at the time of enforcement of this Section 10, a
         court holds that the restrictions stated herein are unreasonable under
         circumstances then existing, the parties hereto agree that the maximum
         duration, scope or geographical area reasonable under such
         circumstances shall be substituted for the stated period, scope or area
         and that the court shall be allowed to revise the restrictions
         contained herein to cover the maximum duration, scope and area
         permitted by law. Because the Executive's services are unique and
         because the Executive has access to confidential information, the
         parties hereto agree that money damages would be an inadequate remedy
         for any breach of any provision of this Agreement. Therefore, in the
         event a breach or threatened breach by the Executive of any provision
         of this Agreement, the Company may, in addition to other rights and
         remedies existing in its favor, apply to any court of competent
         jurisdiction for specific performance and/or injunctive or other relief
         in order to enforce, or prevent any violations of, the provisions
         hereof (without posting a bond or other security).

11.      Notices. All notices, demands, requests or other communication required
         -------
or permitted to be given or made hereunder shall be in writing an shall be
delivered, telecopied or mailed by first class registered or certified mail,
postage prepaid, addressed as follows:

         (a) If to the Company: Ted Fernandez, Chief Executive Officer,
         Answerthink, Inc. 1001 Brickell Bay Drive, Suite 3000, Miami, FL 33131.
         Copy to: Corporate Counsel.
         (b) If to the Executive:______________________________________________.

or to such other address as may be designated by either party in a notice to the
other. Each notice, demand, request or other communication that shall be given
or made in the manner described above shall be deemed sufficiently given or made
for all purposes three days after it is deposited in the U.S. mail, postage
prepaid, or at such time as it is delivered to the addressee (with the return
receipt, the delivery receipt, the answer back or the affidavit of messenger
being deemed conclusive evidence of such delivery) or at such time as delivery
is refused by the addressee upon presentation.

12.      Severability. The invalidity or unenforceability of any one or more
         ------------
provisions of this Agreement shall not affect the validity or enforceability of
the other provisions of this Agreement, which shall remain in full force and
effect.

<PAGE>

13.      Survival. It is the express intention and agreement of the parties
         --------
hereto that the provisions of Sections 7, 9 and 10 hereof shall survive the
termination of employment of the Executive. In addition, all obligations of the
Company to make payments hereunder shall survive any termination of this
Agreement on the terms and conditions set forth herein.

14.      Assignment. The rights and obligations of the parties to this Agreement
         ----------
shall not be assignable or delegable, except that (i) in the event of the
Executive's death, the personal representative or legatees or distributees of
the Executive's estate, as the case may be, shall have the right to receive any
amount owing and unpaid to the Executive hereunder and (ii) the rights and
obligations of the Company hereunder shall be assignable and delegable in
connection with any subsequent merger, consolidation, sale of all or
substantially all of the assets of the Company or similar reorganization of a
successor corporation.

15.      Binding Effect. Subject to any provisions hereof restricting
         --------------
assignment, this Agreement shall be binding upon the parties hereto and shall
inure to the benefit of the parties and their respective heirs, devisees,
executors, administrators, legal representatives, successors and assigns.

16.      Amendment; Waiver. This Agreement shall not be amended, altered or
         -----------------
modified except by an instrument in writing duly executed by the parties hereto.
Neither the waiver by either of the parties hereto of a breach of or a default
under any of the provisions of this Agreement, nor the failure of either of the
parties, 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 waiver of any such provisions, rights or privileges hereunder.

17.      Headings. Section and subsection headings contained in this Agreement
         --------
are inserted for convenience of reference only, shall not be deemed to be a part
of this Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.

18.      Governing Law. This Agreement, the rights and obligations of the
         -------------
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Florida  (but not
including the choice of law rules thereof).

19.      Entire Agreement; Senior Management Agreement Amended. By mutual
         -----------------------------------------------------
consent, effective as of the Effective Date, the parties hereby amend the Senior
Management Agreement by deleting Sections 7, 8 and 9 thereof and this Agreement
shall supersede the Provisions Relating to Employment set out in the Senior
Management Agreement. This Agreement constitutes the entire agreement between
the parties respecting the employment of Executive, there being no
representations, warranties or commitments except as set forth herein.

<PAGE>

20.      Counterparts. This Agreement may be executed in two or more
         ------------
counterparts, each of which shall be an original and all of which shall be
deemed to constitute one and the same instrument.

21.      Definitions.
         -----------

         "Agreement" means this Employment Agreement.

         "Base Salary" is defined in Section 5(a) above.

         "Beneficial Owner" means a beneficial owner within the meaning of Rule
         13d-3 under the Securities Exchange Act of 1934, as amended.

         "Benefit Plan" is defined in Section 9(e) above.

         "Board" means the board of directors of the Company.

         "Cause" means (i) the commission of a felony or a crime involving moral
         turpitude or the commission of any other act or omission involving
         dishonesty or fraud with respect to the Company or any of its
         Subsidiaries or any of their customers or suppliers, (ii) conduct
         tending to bring the Company or any of its Subsidiaries into
         substantial public disgrace or disrepute, (iii) substantial and
         repeated failure to perform duties of the office held by the Executive
         as reasonably directed by the Board, and such failure is not cured
         within 30 days after the Executive receives notice thereof from the
         Board, (iv) gross negligence or willful misconduct with respect to the
         Company or any of its Subsidiaries or (v) any breach of Section 7 or 10
         of this Agreement.

         "Change in Control" means (A) any Person, other than any Person who is
         a Beneficial Owner of the Company's securities before the Offering
         Date, becomes, after the Offering Date, the beneficial owner, directly
         or indirectly, of securities of the Company representing 40% or more of
         the combined voting power of the Company's then outstanding securities;
         (B) during any two-year period, individuals who at the beginning of
         such period constitute the Board (including, for this purpose, any
         director who after the beginning of such period filled a vacancy on the
         Board caused by the resignation, mandatory retirement, death, or
         disability of a director and whose election or appointment was approved
         by a vote of at least two-thirds of the directors then in office who
         were directors at the beginning of such period) cease for any reason to
         constitute a majority thereof; (C) notwithstanding clauses (A) or (E)
         of this paragraph, the Company consummates a merger or consolidation of
         the Company with or into another corporation, the result of which is
         that the Persons who were stockholders of the Company at the time of
         the execution of the agreement to merge or consolidate own less than
         80% of the total equity of the corporation surviving or resulting from
         the merger or consolidation or of a corporation owning, directly or
         indirectly, 100% of the total equity of such surviving or resulting
         corporation; or (D) the sale in one or a series of transactions of all
         or substantially all of the assets of the Company; (E) any Person has
         commenced a tender or exchange offer, or

<PAGE>

         entered into an agreement or received an option to acquire beneficial
         ownership of 40% or more of the total number of voting shares of the
         Company, unless the Board has made a determination that such action
         does not constitute and will not constitute a material change in the
         Persons having control of the Company; or (F) there is a change of
         control in the Company of a nature that would be required to be
         reported in response to Item 6(e) of Schedule 14A of Regulation 14A
         promulgated under the Exchange Act other than in circumstances
         specifically covered by clauses (A) through (E) above.

         "Code" is defined in Section 9(e) above.

         "Company" means Answerthink, Inc. and its successors
         and assigns.

         "Date of Termination" means (i) if the Executive's employment is
         terminated by the Executive's death, the date of the Executive's death;
         (ii) if the Executive's employment is terminated because of the
         Executive's disability pursuant to Section 8(a)(ii)(A) hereof, 30 days
         after Notice of Termination, provided that the Executive shall not have
         returned to the performance of the Executive's duties on a full-time
         basis during such 30-day period; (iii) if the Executive's employment is
         terminated by the Company for Cause pursuant to Section 8(a)(ii)(B)
         hereof or by the Executive for Good Reason pursuant to Section
         8(a)(iii) hereof, the date specified in the Notice of Termination; or
         (iv) if the Executive's employment is terminated during the Employment
         Period other than pursuant to Section 8(a), the date on which Notice of
         Termination is given.

         "Employment Period" is defined in Section 2 above.

         "Executive" means David N. Dungan.

         "Extended Period" is defined in Section 9(d)(i) above.

         "Extended Term" is defined in Section 2 above.

         "Good Reason" means (i) the Company's failure to perform or observe any
         of the material terms or provisions of this Agreement, and the
         continued failure of the Company to cure such default within 30 days
         after written demand for performance has been given to the Company by
         the Executive, which demand shall describe specifically the nature of
         such alleged failure to perform or observe such material terms or
         provisions; or (ii) a material reduction in the scope of the
         Executive's responsibilities and duties.

         "Initial Period" is defined in Section 9(d) above.

         "Initial Term" is defined in Section 2 above.

         "Noncompete Period" is defined in Section 10(a) above.

<PAGE>

         "Notice of Termination" is defined in Section 8(b) above.

         "Offering Date" means the date of the completion of an initial public
         offering of the Company's Common Stock.

         "Other Agreements" is defined in Section 9(e) above.

         "Parachute Payment" is defined in Section 9(e) above.

         "Person" means an individual, a partnership, a limited liability
         company, a corporation, an association, a joint stock company, a trust,
         a joint venture, an unincorporated organization and a governmental
         entity or any department, agency or political subdivision thereof.

         "Senior Management Agreement" means the Senior Management Agreement
         dated as of July 11, 1997, as amended, by and between the Company and
         the Executive.

         "Severance Payments" is defined in Section 9(d) above.

         "Subsidiary" means any corporation of which the Company owns securities
         having a majority of the ordinary voting power in electing the board of
         directors directly or through one or more subsidiaries.

         "Work Product" is defined in Section 7(b) above.

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or
have caused this Agreement to be duly executed on their behalf, as of the day
and year first hereinabove written.

ANSWERTHINK, INC.

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

THE EXECUTIVE:

/s/ David N. Dungan
------------------------------
David N. Dungan