Exhibit 10.54





	



Exhibit 10.54  



ALPHANET SOLUTIONS,
INC. 

7 Ridgedale Avenue 

Cedar Knolls, New Jersey  07927 












			March 3, 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 and our letter between you and the Company dated
February 14, 2003 (the “February 14 Letter”). You and the Company have agreed
that, in the interests of clarity, the provisions of Paragraph 8 of the February 14 Letter
should be amended by striking the entirety thereof and substituting a new paragraph 8, and
that otherwise the provisions of the February 14 Letter remain effective as of the dates
indicated therein. 



        We
are, in this Letter Agreement (this “Amendment”), repeating below the numbered
paragraphs of the February 14 Letter except that we have included the new Section 8: 













	  	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. 


                    



               	 	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, 100% of the aforementioned 275,000 options will
                    vest and all such options, including 100% 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) 100% of the
                    aforementioned 275,000 options will vest and all such options, including 100% 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. 


                    



               	 	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 100% vesting of the options 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. 


                    



               	 	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 “Code”), the Company and you
          agree that the amounts to be paid hereunder are subject to the following and
          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 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 the Company reducing or delaying,
          to the extent necessary, the payments due hereunder; provided, however, that the
          Company shall first reduce the termination fee before reducing or delaying other
          amounts or benefits due so long as, after such reduction and such delay, the
          aggregate present value of the Total Payments is no more than the Reduced
          Amount. However, in the event that the Parachute Payments are greater than four
          and eleven one-hundredths (4.11) times the Base Amount, as those terms are
          defined in Section 280G of the Code, then the Total Payments will not be so
          reduced or delayed, but instead the Total Payments will be paid by the Company
          to you in full pursuant to the terms of this Agreement, and you will 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”), and the Company shall have no obligation
          to pay to you any additional payment for such Excise Tax, if any, and 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 the above limitations, (A) no portion of the Total Payments
          which shall have been reduced as described herein 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, and which opinion shall be acceptable to the Company’s
          independent auditors, 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, the applicability of Section 280G of the Code (and the Treasury
          Regulations promulgated thereunder), and all computations thereunder, shall be
          determined by the Company’s independent auditors in accordance with the
          principles of Sections 280G(d)(3) and (4) of the Code (and the Treasury
          Regulations promulgated thereunder). 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. 


          



               		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 ON THIS 3rd DAY OF 

MARCH, 2003, AS OF THE 14TH DAY OF

FEBRUARY 2003.



RICHARD G. ERICKSON
——————————————

Richard G. Erickson