Exhibit 10.53





	



Exhibit 10.53  



ALPHANET SOLUTIONS,
INC. 

7 Ridgedale Avenue 

Cedar Knolls, New Jersey  07927 












			February 14, 2003








	

Mr. Richard G. Erickson 

880 New England Drive 

Westfield, NJ 07090 





Dear Rich: 



        We
refer to the Letter Agreement between you and AlphaNet Solutions, Inc. (the
“Company”) which we executed effective March 15, 2002 (the “March 15
Letter”) pursuant to which you were retained by the Company as a consultant. At that
time, we understood that your engagement by the Company as a consultant would extend for
approximately one-half year until mid-September. However, as events occurred, we continued
your engagement thereafter. We are, in this Letter Agreement (this “Amendment”),
extending your consulting engagement through June 30, 2003, subject to extension as set
forth in paragraph 1 below. 



        Accordingly,
the March 15 Letter executed by both the Company and you is amended by this Amendment, as
follows: 












	  	1.  Your  engagement  as a consultant to
the Company is continued until June 30 2003, provided that the Company may, from
time to time,  further extend the engagement to and including December 31, 2003.







               		2.  Upon execution of this
Amendment we will pay to you all amounts due to you by
                    the Company and remaining unpaid as February 14, 2003 (the “Effective
                    Time”) under the March 15 Letter as extended to the date hereof. We
                    understand that that amount is $ 100,000. 


                    



               	 	3.  For the period
commencing at the Effective Time the Company will pay you for
                    your consulting services at the rate of $35,000 per month. There will be no
                    bonus payment. 


                    



               	 	4.  The conditions for your furnishing services as a consultant, the payments to
                    the Limited Liability Company to which we have made previous payments, the
                    nonassignability of the personal services required by the consulting
                    arrangement, and the other terms and conditions of the March 15 Letter remain in
                    place except as modified herein. In the event that a mutually acceptable
                    Employment Agreement as referred to in the March 15 Letter has not been executed
                    by you and the Company on or before June 30, 2003 (or such later date to which
                    your engagement has been extended pursuant to paragraph 1 hereof) or this
                    agreement is terminated for any reason other than the reasons specified in
                    paragraph 7 below, we will pay to you as an additional engagement fee, an
                    engagement termination fee equal to 12 months of the engagement fee as set forth
                    in paragraph 3 hereof, except as set forth in paragraph 7 hereof. 


                    




	

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               	 	5.  The March 15 Letter
contemplated the issuance to you of options to purchase
                    275,000 shares of the common stock of the Company. In lieu of providing the
                    options to you pursuant to an Employment Agreement, we have issued the options
                    to you on February 7, 2003 pursuant to the terms of the Company’s 1995
                    Stock Plan and accompanying Stock Option Agreement. The options will have the
                    same terms and vesting schedule as set forth in the March 15 Letter. The
                    exercise price of the options will be in accordance with the Company’s 1995
                    Stock Plan based on the closing price on February 7, 2003. The options will not
                    be “incentive stock options.” In the event that a mutually acceptable
                    Employment Agreement as referred to in the March 15 Letter has not been executed
                    by you and the Company on or before June 30, 2003 (or such later date to which
                    your engagement has been extended pursuant to paragraph 1 hereof), or your
                    engagement as a consultant has terminated for any reason other than the reasons
                    specified in paragraph 7 below, 600 of the aforementioned 275,000 options will
                    vest and all such options, including 600 of the 25,000 stock options which we
                    previously provided to you in 2002 pursuant to the March 15 Letter, will be
                    exercisable thereafter for one year, except as set forth in paragraph 7 hereof.
                    In the event your engagement has not been terminated at the time of a Change in
                    Control of the Company (as hereinafter defined in this paragraph) 600 of the
                    aforementioned 275,000 options will vest and all such options, including 600 of
                    the 25,000 stock options which we previously provided to you in 2002 pursuant to
                    the March 15 Letter, will be exercisable thereafter for one year. For purposes
                    of the accelerated vesting and extension of the exercise period of such stock
                    options upon a change of control, a Change in Control shall be deemed to have
                    occurred when: (a) there is a dissolution or liquidation of the Company; (b)
                    there is a merger or consolidation in which the Company is not the surviving
                    corporation (other than a merger or consolidation with a direct or indirect
                    wholly-owned subsidiary, a reincorporation of the Company in a different
                    jurisdiction, or other transaction in which there is no substantial change in
                    the shareholders of the Company or their relative stock holdings); (c) there is
                    a merger in which the Company is the surviving corporation but after which the
                    shareholders of the Company prior to such merger (other than any shareholder
                    which merges (or which owns or controls another corporation which merges) with
                    the Company in such merger) own less than 50% of the voting shares or other
                    equity interests in the Company after such merger; (d) there is a sale of
                    substantially all of the assets of the Company; (e) there is an acquisition,
                    sale or transfer of a majority of the outstanding shares of the Company by
                    tender offer or similar transaction; (f) a new or existing shareholder who may
                    be a member of management (other than you) or an affiliate obtains unilateral
                    control, directly or indirectly, of the Company or its Board of Directors,
                    whether alone or in concert with others; (g) a new shareholder or group of
                    shareholders that may include current management (other than you) or affiliates
                    obtains unilateral control, directly or indirectly, of the Company or its Board
                    of Directors; (h) there is an involuntary change in the composition, as of the
                    Effective Time, of more than 33% of the Board of Directors of the Company; or
                    (i) any person, entity or combination thereof controls, individually or
                    collectively, through ownership, assignment, voting proxy or the like, 50% or
                    more of the outstanding voting shares ordinarily having the right to vote for
                    the election of the directors of the Company or the combined voting power
                    thereof. 


                    




	

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               	 	6.  On or before
 June 30, 2003 (or such later date to which your engagement has
                    been extended pursuant to paragraph 1 hereof), at the sole discretion of the
                    Board of Directors of the Company, the consulting engagement pursuant to this
                    Amendment may be converted by the Company into an 18-month mutually agreed
                    Employment Agreement (rather than the two years referred to in the March 15
                    Letter) generally in accordance with the provisions of the March 15 Letter
                    except that under an Employment Agreement, no additional option to purchase
                    common stock of the Company will be provided to you. 


                    



               	 	7.  In the event your
engagement by the Company is terminated because you
                    voluntarily terminate the engagement before June 30, 2003 (or such later date to
                    which your engagement has been extended pursuant to paragraph 1 hereof), or is
                    terminated by the Company because (i) you are convicted of (including a plea of
                    guilty or no contest as to) any crime (whether or not involving the Company)
                    constituting a felony, indictable offense, or offense punishable by
                    incarceration in excess of six months in the jurisdiction involved; (ii) you
                    have engaged in any substantiated act involving moral turpitude; (iii) your
                    gross neglect or misconduct in the performance of your engagement including the
                    willful failure or refusal to perform such duties as may reasonably be assigned
                    to you by the Board of Directors of the Company consistent with your position as
                    Chief Executive Officer, or (iv) your material breach of any provision of this
                    Agreement; provided, however, that with respect to clauses (iii) or (iv), we
                    will give to you advance notice so that you will have at least ten business days
                    to cure any such breach, the 600 vesting of the option will not occur, the
                    options then unvested will be cancelled, and any vested option will be
                    exercisable in accordance with the Plan pursuant to which they are issued, and
                    the engagement termination fee will not be payable; provided that in such event,
                    however, the Company would pay to you amounts due to you pursuant to paragraph 3
                    hereof prorated to the date of such termination. 


                    




	

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               		8.  Although the Company and you do not believe that any remuneration hereunder
                    will not be deductible by the Company by reason of the applicability of Section
                    280G of the Internal Revenue Code, the termination fee having been agreed to in
                    the March 15 Letter, and any remaining payment not exceeding the limits of
                    Section 280G, the Company and you agree that in the event any payment or benefit
                    received or to be received by you in connection with a change in ownership or
                    effective control of the Company or a change in ownership of substantial assets
                    of the Company within the meaning of Section 280G, or the termination of your
                    engagement (collectively, “Total Payments”) would not be deductible,
                    in whole or in part, by the Company as the result of Section 280G of the Code,
                    the Company shall pay to you either of the following amounts as directed by you
                    by written notice to the Company (i) an amount equal to the payments and
                    benefits due under this Agreement reduced until no portion of the Total Payments
                    is not deductible as the result of Section 280G of the Code (the “Reduced
                    Amount”), by you directing the Company to reduce or delay to the extent
                    necessary the payments due hereunder; provided, however, that you shall elect
                    which payment shall be reduced or delayed and the amount of such reduction and
                    period of such delay so long as, after such reduction and such delay, the
                    aggregate present value of the Total Payments is no more than the Reduced
                    Amount, or (ii) the payments and benefits due hereunder in accordance with the
                    terms and conditions of this Agreement; it being the understanding and agreement
                    of each of the Company and you that, if you make the election under clause (ii)
                    of this paragraph you shall be responsible to pay the amount of any federal,
                    state and local income taxes and any excise tax imposed by Section 4999 of the
                    Code on such payments due hereunder (the “Excise Tax”), that the
                    Company shall have no obligation to pay to you any additional payment for such
                    Excise Tax, if any, and that you shall have no liability or responsibility to
                    reimburse the Company for any losses incurred by the Company as a result of the
                    Company’s inability to deduct such payment, in whole or in part, as the
                    result of Section 280G of the Code. For purposes of this limitation (A) no
                    portion of the Total Payments, the receipt or enjoyment of which you shall have
                    effectively waived in writing prior to the date of payment, shall be taken into
                    account, (B) no portion of the Total Payments shall be taken into account which,
                    in the opinion of tax counsel selected by you and acceptable to the
                    Company’s independent auditors, which opinion shall be addressed to the
                    Company, is not likely to constitute a “parachute payment” within the
                    meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash
                    benefit or any deferred payment or benefit included in the Total Payments shall
                    be determined by the Company’s independent auditors in accordance with the
                    principles of Sections 280G(d)(3) and (4) of the Code. The Company and you shall
                    each reasonably cooperate with the other in connection with any administrative
                    or judicial proceedings concerning the existence or amount of liability for any
                    Excise Tax with respect to the payments and benefits due under this Agreement.
                    As promptly as practicable following such determination and the elections
                    hereunder, the Company shall pay or distribute to you or for your benefit such
                    payments and benefits as are then due to you under this Agreement and shall
                    promptly pay or distribute to you or for your benefit in the future such
                    payments and benefits as become due to you under this Agreement. In the event
                    that an underpayment of payments and benefits due to you under this Agreement
                    occurs as a result of a miscalculation of the Total Payments as a
                    “parachute payment” within the meaning of Section 280G of the Code,
                    such underpayment shall be paid promptly by the Company to you or for your
                    benefit, together with interest at the applicable federal rate provided for in
                    Section 7872(f)(2)(A) of the Code. 


                    




	

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               	 	9.  The March 15
Letter as modified by this letter, together with the applicable
                    provisions of the Company’s 1995 Stock Plan and the Stock Option Agreement
                    referred to herein, constitutes the entire agreement between the Company and you
                    relating to your relationship with the Company. 


                    




	



        Please
indicate your acceptance and agreement to the foregoing terms by signing in the space
provided below for this purpose. 












			Very truly yours,

STAN GANG

——————————————

STAN GANG

Chairman of the Board






	ALL THE FOREGOING IS ACCEPTED AND

AGREED TO THIS 14th DAY OF FEBRUARY, 2003.



RICHARD G. ERICKSON
——————————————

Richard G. Erickson		







	

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