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                              EMPLOYMENT AGREEMENT


      THIS EMPLOYMENT AGREEMENT (the "Agreement") is executed this 10th day of
May by and between PRT Group Inc., a Delaware corporation, with its principal
place of business at 80 Lamberton Road, Windsor, CT 06095, with all of its
direct and indirect subsidiaries, (the "Employer") and Dan S. Woodward, an
individual residing at 819 Heathcliff Court, Houston, TX 77024 (the
"Executive").

      RECITALS:

A.    Employer is a global information technology services company.

B.    The Executive is experienced in the information technology services
      industry, is the President of the Strategic Telecom Division of Electronic
      Data Systems (EDS) and is desirous of becoming the most senior executive
      responsible for the Employer.

C.    Employer believes the Executive will contribute to the growth and
      profitability of the Employer and desires to employ the Executive as the
      most senior executive responsible for the Employer.

D.    Employer agrees that it shall not require Executive to engage in any
      conduct which would violate any of the Executive's post-termination
      obligations to EDS arising under the Agreement between Executive or
      Employer.

E.    The Executive is willing to make his services available to Employer on the
      terms and conditions hereinafter set forth.

      AGREEMENT:

      Therefore, in consideration of the premises, mutual covenants and
agreements of the parties contained herein, and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged,
Employer and the Executive hereby agree as follows:

      1.    Employment. Commencing on May 17, 1999 (the "Effective Date"),
            Employer, in reliance on such representations, shall employ the
            Executive and the Executive shall accept employment by Employer,
            upon the terms and conditions set forth in this Agreement.


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      2.    Term: The term of employment (the "Term") of this Agreement shall
            begin on the Effective Date and, except as otherwise provided in
            Sections 9, 10, and 11, shall end on May 17, 2002. The Term of this
            Agreement shall be thirty-six (36) months and shall not be further
            extended without the mutual written consent of the parties. After
            completion of the term, Executive's employment will be on an at-will
            basis.

      3.    Duties: The Executive will serve as the President and Chief
            Executive Officer of the Employer and shall report to the Employer's
            board of directors ("BOD"). As President of the Employer, the
            Executive shall have the primary responsibility to manage and direct
            the day-to-day business of the Employer, including the generation of
            income and control of expenses. In addition, Executive will be
            responsible for directing the organization with the objective of
            providing maximum profit and return on invested capital;
            establishing current and long-range objectives, plans, and policies
            subject to the approval of the BOD; and representing the Employer
            with its major customers, the financial community and the public. It
            is expected that a Business/Operations Plan will be developed no
            later than the end of the 3rd Quarter of 1999 for the year 2000 and
            beyond. As part of that plan, criteria will be mutually agreed to
            with regard to compensation and objectives needed to be met. The
            Executive shall perform such duties as may be reasonably assigned to
            him by the BOD. With the consent of the BOD, the Executive may (i)
            devote a reasonable amount of time and effort to charitable,
            industry or community organizations, and (ii) subject further to the
            provisions of Section 6, the Executive may serve as a director of
            other companies.

      4.    Compensation: During the Term, Executive shall be compensated as
            follows: (a) Salary. Executive shall be paid an annual salary of
            three hundred eighteen thousand dollars ($318,000) (the "Annual Base
            Salary"), to be distributed in equal periodic semi-monthly
            installments according to Employer's customary payroll practices.
            Nothing contained herein shall be construed to


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            prevent Employer from increasing Executive's Annual Base Salary more
            often than annually. The Annual Base Salary will be reviewed
            annually by the BOD and increased (but not decreased) if the BOD, in
            its discretion, determines an increase to be appropriate, based on
            the types of factors the BOD usually takes into account in reviewing
            executive level salaries, including, but not limited to,
            cost-of-living factors.

                  (b) Annual Incentive Compensation. Employer will provide the
            Executive with a target bonus opportunity of one hundred percent
            (100%) of Annual Base Salary (the "Performance Bonus") under the
            annual incentive award plan. For 1999, Executive is guaranteed a one
            hundred and fifty thousand ($150,000) Performance Bonus.

                  (c) Employer will make the Executive eligible for
            participation in Stock Acquisition and Retention Program under the
            terms and conditions applicable to all other participants, subject
            to the approval of the Compensation Committee of the Board of
            Directors.

                  (d) Certain Additional Payments and Consideration. In addition
            to the above payments,

                        (i) Employer shall pay the Executive a sign-on bonus in
                  the aggregate sum (net of all payroll taxes) of two hundred
                  thousand dollars ($200,000) in cash within three business days
                  of the Effective Date.

                        (ii) Stock Options. Executive will be eligible to
                  participate in the Employer Stock Option Plan ("Plan"). Upon
                  the Effective Date, Employer will (a) award Executive four
                  hundred thousand (400,000) incentive stock options, (b) upon
                  signing this Agreement, Executive shall be awarded an
                  additional sixty-thousand (60,000) incentive stock options as
                  a sign-on bonus, and (c) at the regularly scheduled July 29,
                  1999 meeting of the BOD an additional two hundred and fifty
                  thousand (250,000) incentive stock options (cumulatively the
                  "Options"). All Options are subject to the terms of the Plan.
                  These Options have been approved by the Compensation Committee
                  of Employer's Board of Directors. All Options are subject to
                  the terms of the Plan. The four hundred and sixty thousand
                  (460,000) Options granted under subsections (a) and (b) above
                  will be priced as of


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                  the closing market price on May 10, 1999 the additional two
                  hundred and fifty thousand (250,000) Options granted under
                  subsection (c) above will be priced as of the closing market
                  price on July 29, 1999. All Options will vest in three (3)
                  equal annual installments of one-third (1/3) each beginning
                  one (1) year from their respective grant date. A copy of the
                  Plan is attached hereto as Exhibit 1.

                        (iii) Change in Control. Notwithstanding any other
                  provision of the Plan to the contrary, while Executive's
                  Options remain outstanding under the Plan, a Change in Control
                  (as defined below) of Employer shall occur, then all Options
                  granted hereunder this Award that are outstanding at the time
                  of such Change in Control shall become immediately exercisable
                  in full, without regard to the years that have elapsed from
                  the date of grant, and, at the option of the Compensation
                  Committee of the Board of Directors, such Options may be
                  cancelled in exchange for a cash payment or a replacement
                  award of equivalent value. For purposes of this Award as well
                  as this Agreement, a "Change in Control" of Employer shall
                  occur upon the happening of the earliest to occur of the
                  following:

                        (a) any "person" as such term is used in Sections 13(d)
                  and 14(d) of the Securities Exchange Act of 1934 (other than
                  (1) Employer, (2) any trustee or other fiduciary holding
                  securities under an employee benefit plan of Employer or (3)
                  any corporation owned, directly or indirectly, by the
                  stockholders of PRT in substantially the same proportions as
                  their ownership of the common stock of Employer, is our
                  becomes the "beneficial owner" (as defined in Rule 13d-3 under
                  the Securities Exchange Act of 1934), directly or indirectly,
                  of securities of Employer (not including in the securities
                  beneficially owned by such person any securities acquired
                  directly from Employer or its affiliates representing
                  fifty-one percent (51%) or more of the combined voting power
                  of PRT's then outstanding voting securities;

                        (b) during any period of not more than two (2)
                  consecutive years, individuals who at the beginning of such
                  period constitute the Board (such board of directors being
                  referred to herein as the "Employer Board"), and any new
                  director (other than a director designated by a person who has
                  entered into an


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                  agreement with Employer to effect a transaction described in
                  clause (i), (ii) or (iv) of this Section 5A) whose election by
                  the Employer Board or nomination for election by Employer's
                  Stockholders was approved by a vote of at least two-thirds
                  (2/3) of the directors then still in office who either were
                  directors then still in office who either were directors at
                  the beginning of the period of whose election or nomination
                  for election was previously so approved (other than approval
                  given in connection with an actual or threatened proxy or
                  election contest), cease for any reason to constitute at least
                  seventy percent (70%) of such Employer Board;

                        (c) the stockholders of Employer approve a merger or
                  consolidation of Employer with any other corporation, other
                  than (A) a merger or consolidation which would result in the
                  voting securities of Employer outstanding immediately prior
                  thereto continuing to represent (either by remaining
                  outstanding without conversion or by being converted into
                  voting securities of the surviving or parent entity) fifty one
                  (51%) or more of the combined voting power of the voting
                  securities of Employer or such surviving or parent entity
                  outstanding immediately after such merger or consolidation or
                  (B) a merger or consolidation effected to implement a
                  recapitalization of PRT (or similar transaction) in which no
                  "person" (as hereinabove defined) acquires fifty-one (51%) or
                  more of the combined voting power of PRT's then outstanding
                  securities; or

                        (d) the stockholders of the Employer approve a plan of
                  complete liquidation of the Employer or an agreement for the
                  sale or disposition by the Employer of all or substantially
                  all of the Employer's assets (or any transaction having a
                  similar effect).

                        (iv) Upon signing this Agreement, Executive shall earn
                  the cash equivalent of the market value of forty thousand
                  (40,000) shares of the Employer's common stock as a sign-on
                  bonus. Such sign-on bonus shall be paid to Executive, at
                  Executive's discretion, either before the end of the calendar
                  year or January 15, 2000.

      5.    Expense Reimbursement and Other Benefits.

                  (a) Reimbursement of Expenses. During the term of


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                  Executive's employment hereunder, Employer, upon the
                  Executive's submission of proper substantiation in accordance
                  with Employer's standard procedure, including copies of all
                  relevant invoices, receipts or other evidence reasonably
                  requested by Employer, by the Executive, shall reimburse the
                  Executive for all reasonable expenses actually paid or
                  incurred by the Executive in the course of and pursuant to the
                  business of Employer.

                  (b) Employee Benefits. Executive shall participate in the
            Employer Employee Benefits Program.

                  (c) Stock Options. Executive shall be included as a
            participant under the Employer Incentive Stock Option Plan, eligible
            to be granted options to acquire shares of Employer's common stock.
            The number of any future options and terms and conditions of options
            shall be determined in the sole discretion of the Board, or
            applicable committee thereof, and shall be based on several factors,
            including the performance of the Employer.

                  (d) Relocation and Housing Allowance. During the Term,
            Employer shall pay the or expend on behalf of the Executive up to
            one hundred and twenty-five thousand dollars ($125,000) as
            reimbursement for all reasonable and documented costs associated
            with the Executive's relocating his residence, traveling to and from
            his residence, local housing, automobile costs and other costs
            directly related to Executive's relocation, housing or travel.

                  (e) Vacation. During the Term, the Executive will be entitled
            to four (4) weeks paid vacation for each year. The Executive will
            also be entitled to the paid holidays and other paid leave set forth
            in Employer's policies. Vacation days and holidays during any fiscal
            year that are not used by the Executive during such fiscal year may
            not be carried over and used in any subsequent fiscal year.
            Executive will begin to accrue personal days on the first day of the
            month following date of employment at the rate of 1.67 days per
            month. Employer observes 10 holidays each


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            year; eight (8) days are designated by Employer (the holiday
            schedule is described in Employer's Summary of Benefits) and two (2)
            days which are selected by Executive.

                  (f) Retirement Plan. Executive is eligible to participate in
            the Employer's 401(k) Savings Plan the first day of the month
            coinciding with, or following three (3) months employment with
            Employer. The Employer has a provision enabling a discretionary
            match which has been twenty percent (20%) in prior years.

            6. Restrictions.

                  (a) Non-competition. During the Term and for a two (2) year
            period after the termination of the Term and for any reason, the
            Executive shall not, directly or indirectly, engage in or have any
            interest in any sole proprietorship, partnership, corporation or
            business or any other person or entity (whether as an executive,
            officer, director, partner, agent, security holder, creditor,
            consultant or otherwise) that directly or indirectly (or through any
            affiliated entity) engages in competition with the Employer (for
            this purpose, any business that engages in information technology
            consulting services or products similar to those services or
            products offered by the Employer at the time of termination of the
            Agreement shall be deemed to be in competition with the Employer at
            the time of termination of the Agreement shall be deemed to be in
            competition with the Employer provided that such services or
            products constitute at least five percent (5%) of the gross revenues
            of the Employer at the time of termination of the Agreement);
            provided that such provision shall not apply to the Executive's
            ownership of or the acquisition by the Executive, solely as an
            investment, of securities of any issuer that are registered under
            Section 12(b) or 12(g) of the Exchange Act and that are listed or
            admitted for trading on any United States national securities
            exchange or that are quoted on the NASDAQ Stock Market, or any
            similar system or automated dissemination of quotations of
            securities prices in common use,


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            so long as the Executive does not control, acquire a controlling
            interest in or become a member of a group which exercises direct or
            indirect control or, more than five percent (5%) of any class of
            capital stock of such corporation.

                  (b) Nondisclosure. During the Term and for a two (2) year
            period after the termination o the Term for any reason, the
            Executive shall not at any time divulge, communicate, use to the
            detriment of or for the benefit of any other person or persons, or
            misuse in any way, any Confidential Information (as hereinafter
            defined) pertaining to the business or the Employer. Any
            Confidential Information or data now or hereafter acquired by the
            Executive with respect to the business of the Employer (which shall
            include, but not be limited to, information concerning the
            Employer's financial condition, prospects, technology, customers,
            suppliers, sources of leads and methods of doing business) shall be
            deemed a valuable, special and unique asset of the Employer that is
            received by the Executive in confidence and as a fiduciary, and
            Executive shall remain a fiduciary to the Employer with respect to
            all such information. For purposes of this Agreement, "Confidential
            Information" means information disclosed to the Executive or known
            by the Executive as a consequence of or through his employment by
            the Employer (including information conceived, originated,
            discovered or developed by the Executive) prior to or after the date
            hereof, and not generally know, about the Employer or its or their
            respective businesses. Notwithstanding the foregoing, nothing herein
            shall be deemed to restrict the Executive from disclosing
            Confidential Information that the Executive clearly demonstrates was
            or became generally available to the public other than as a result
            of disclosure by the Executive.

                  (c) Nonsolicitation of Employees and Clients. During the Term
            and for a two (2) year period after the termination of the Term for
            any reason, the Executive shall not directly or indirectly, for
            himself or for any other person, firm, corporation, partnership,
            association or other


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            entity, other than in connection with the performance of Executive's
            duties under this Agreement, (i) solicit for employment or attempt
            to employ or enter into any contractual arrangement with any
            employee or former employee or independent contractor of Employer,
            unless such employee or former employee or former independent
            contractor, has not been employed by Employer for a period in excess
            of six months, (ii) call on or solicit any of the actual client or
            targeted prospective clients of Employer on behalf of any person or
            entity in connection with any business competitive with the business
            of Employer, and/or (iii) make known the names and addresses of such
            customers (unless the Executive can clearly demonstrate that such
            information was or became generally available to the public other
            than as a result of a disclosure by the Executive.

                  (d) Ownership of Developments. All copyrights, patents, trade
            secrets, or other intellectual property rights associated with any
            ideas, concepts, techniques, inventions, processes, or works of
            authorship developed or created by Executive during the course of
            performing work for Employer or its customers (collectively, the
            "Work Product") shall belong exclusively to Employer and shall, to
            the extent possible, be considered a work made by the Executive for
            hire for Employer within the meaning of Title 17 of the United
            States Code. To the extent the Work Product may not be considered
            work made by the Executive for hire for Employer, the Executive
            agrees to assign, and automatically assign at the time of creation
            of the Work Product, without any requirement of further
            consideration, any right, title, or interest that Executive may have
            in such Work Product. Upon the request of Employer, the Executive
            shall take such further actions, including execution and delivery of
            instruments of conveyance, as may be appropriate to give full and
            proper effect to such assignment.

                  (e) Books and Records. All books, records, and accounts
            relating in any manner to the customers of Employer, whether
            prepared by the Executive or otherwise coming into the Executive's
            possession, shall


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            be the exclusive property of Employer and shall be returned
            immediately to Employer on termination of the Executive's employment
            hereunder or on Employer's request at any time.

                  (f) Acknowledgment by Executive. The Executive acknowledges
            and confirms that (i) the restrictive covenants contained in this
            Section 6(f) are reasonably necessary to protect the legitimate
            business interest of Employer including the legitimate interests of
            the Employer, and (ii) the restrictions contained in this Section
            6(f) (including without limitation the length of the term of the
            provisions of this Section 6(f) are not over broad, over long, or
            unfair and are not the result of overreaching, duress or coercion of
            any kind. The Executive further acknowledges and confirms that his
            full, uninhibited and faithful observance of each of the covenants
            contained in this Section 6(f) will not cause him any undue
            hardship, financial or otherwise, and that enforcement of each of
            the covenants contained herein will not impair his ability to obtain
            employment commensurate with his abilities and on terms fully
            acceptable to him or otherwise to obtain income required for the
            comfortable support of him and his family and the satisfaction of
            the needs of his creditors. The Executive acknowledges and confirms
            that his special knowledge of the business of the Employer is such
            as would cause Employer serious injury or loss if he were to use
            such ability and knowledge to the benefit of a competitor or were to
            compete with the Employer in violation of the terms of this Section
            6(f). The Executive further acknowledges that the restrictions
            contained in this Section 6 are intended to be, and shall be, for
            the benefit of and shall be enforceable by, Employer's successors
            and assigns.

                  (g) Reformation by Court. In the event that a court of
            competent jurisdiction shall determine that any provision of this
            Section 6 is invalid or more restrictive than permitted under the
            governing law of such jurisdiction, then only as to enforcement of
            this Section 6 within the jurisdiction of such court, such provision
            shall be interpreted and enforced


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            as if it provided for the maximum restriction permitted under such
            governing law.

                  (h) Extension of Time. If the Executive shall be in violation
            of any provision of this Section 6 then each time limitation set
            forth in this Section 6 shall be extended for a period of time equal
            to the period of time during which such violation or violations
            occur. If Employer seeks injunctive relief from such violation in
            any court, then the covenants set forth in this Section 6 shall be
            extended for a period of time equal to the pendency of such
            proceeding including all appeals by the Executive.

                  (i) Survival. The provisions of this Section 6 shall survive
            the termination of this Agreement, as applicable.

      7.    Disability.

            If during the Term Executive is unable to perform his services by
            reason of illness or incapacity, for a period of sixty (60)
            consecutive days or three (3) months out of any six (6) month
            period, Employer may, at its option, upon written notice to
            Executive, terminate the Term and his employment hereunder. In the
            event of disability of the Executive as defined in this Section 7,
            employer shall continue to pay seventy-five percent (75%) of
            Executive's then current salary and benefits for the lesser of one
            (1) year or the remainder of the Term.

      8.    Termination for Cause.

                  (a) Employer shall have the right to terminate the Term and
            the Executive's employment hereunder for Cause (as defined below).
            Upon any termination pursuant to this Section 8, Employer shall pay
            to the Executive any unpaid Annual Base Salary through the effective
            date of termination specified in such notice. Employer shall have no
            further liability hereunder (other than for reimbursement for
            reasonable business expenses incurred prior to the date of
            termination, subject, however, to the provisions of Section 5(a)).


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                  (b) For purposes hereof, the term "Cause" shall mean the
            Executive's conviction of a felony, the Executive's personal
            dishonesty directly affecting the Employer, willful misconduct
            (which shall require prior written notice to the Executive from the
            BOD unless not curable or such misconduct is materially injurious to
            Employer), breach of a fiduciary duty involving personal profit to
            the Executive or intentional failure to substantially perform his
            duties after written notice to the Executive from the BOD that, in
            the reasonable judgment of the BOD, the Executive has failed to
            perform specific duties.

      9.    Termination Without Cause.

                  (a) At any time Employer shall have the right to terminate the
            Term and the Executive's employment hereunder by written notice to
            the Executive. Any demotion resulting in a material adverse change
            in the duties, responsibilities or role, or reporting relationships
            of the Employee or movement of the Company's offices (as set forth
            in the first paragraph of this Agreement) in excess of seventy-five
            (75) miles shall be treated as a termination without cause of the
            Executive. Upon any termination pursuant to this Section 9 (that is
            not a termination under any of Sections 7, 8, or 10), Employer shall
            continue to pay to the Executive (i) the Annual Base Salary at the
            date of termination for the greater of one (1) year or remainder of
            the Term and (ii) Any earned Performance Bonus prorated as of the
            date of termination. Employer shall also continue to pay the
            premiums for the same or substantially similar Welfare Benefits and
            the Executive shall be entitled to the other benefits set forth in
            Section 5(b), (d) and (e) for the greater of one (1) year or
            remainder of the Term. In the event such entitlement is not allowed
            by law, the Executive shall be entitled to the cash equivalent of
            that benefit.

                  (b) The Options and any additional stock options granted to
            Executive shall be exerciseable as per the original vesting schedule
            of the applicable option grant and the Common Stock acquired
            pursuant to such


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            exercise may be sold by Executive subject to no restrictions by
            Employer (other than those imposed by the Employer's then current
            insider trading policy or by federal and state securities laws). If
            the Executive is terminated without cause on or before July 29, 2000
            and the total value to the Executive of the Options and any
            additional stock options granted to Executive are less than one
            million dollars ($1,000,000), then the Employer shall be liable to
            pay the Executive the difference between one million dollars
            ($1,000,000) and the total value of the all options held by the
            Executive. For purposes of this section the value of Executive's
            options shall be determined, as of the effective date of the
            Executive's termination without cause, by multiplying the number of
            Executive's vested stock options times, the sum of the market price
            of the Employer's common stock less the grant price of all vested
            options. This payment shall be made to Executive in twelve (12)
            equal monthly installments, less any applicable taxes, unless
            otherwise agreed in writing by the parties. The Employer shall have
            no further liability hereunder (other than for reimbursement for
            reasonable business expenses incurred prior to the date of
            termination, subject, however, to the provisions of Section 5(a)).
            The Executive shall be entitled to receive all severance payments
            and benefits hereunder regardless of any future employment
            undertaken by the Executive.

10.   Termination by Executive.

                  (a) The Executive shall at all times have the right upon
            thirty (30) days prior written notice to Employer, to terminate the
            Term and his employment hereunder.

                  (b) Upon any termination pursuant to this Section 10 by the
            Executive without Good Reason (as defined below), Employer shall pay
            to the Executive any unpaid Annual Base Salary through the effective
            date of termination specified in such notice. Employer shall have no
            further liability hereunder (other than for reimbursement for
            reasonable business


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            expenses incurred prior to the date of termination, subject,
            however, to the provisions of Section 5(a)).

                  (c) Upon any termination pursuant to this Section 10 by the
            Executive for Good Reason, Employer shall pay to the Executive the
            same amounts that would have been payable by Employer to the
            Executive under Section 9 of this Agreement as if the Executive's
            employment had been terminated by Employer without Cause. Employer
            shall have no further liability hereunder (other than for
            reimbursement for reasonable business expenses incurred prior to the
            date of termination, subject, however, to the provisions of Section
            5(a)).

                  (d) For purposes of this Agreement, "Good Reason" shall mean:

                        (i) the assignment to the Executive of any duties
                  inconsistent in any material respect with the Executive's
                  position (including status, offices, titles and reporting
                  requirements), authority, duties or responsibilities as
                  contemplated by Section 3 of this Agreement, or any other
                  action by Employer which results in a material diminution in
                  such position, authority, duties or responsibilities,
                  excluding for this purpose an isolated, insubstantial and
                  inadvertent action not taken in bad faith and which is
                  remedied by Employer promptly after receipt of notice thereof
                  given by the Executive.

                        (ii) any failure by Employer to comply with any of the
                  material provisions of Section 4 of this Agreement, other than
                  an isolated, insubstantial and inadvertent failure not
                  occurring in bad faith and which is remedied by Employer
                  promptly after receipt of notice thereof given by the
                  Executive; or

                        (iii) in the event that (A) a Change in Control (as
                  defined in Section 4 hereof) in Employer shall occur during
                  the Term and (B) prior to the earlier of the expiration of the
                  Term and six (6) months after the date of the Change in
                  Control, the Term and Executive's employment with Employer is
                  terminated by Employer, or new employer


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            as the case may be, without Cause, as defined in Section 9(b) (and
            other than pursuant to Section 7 by reason of the Executive's death
            or Section 8 by reason of the Executive's disability) or the
            Executive terminates the Term and his employment for Good Reason, as
            defined in Section 11(d)(i) or (ii) or because of the relocation of
            the Executive to another location more than seventy-five (75) miles
            from the corporate headquarters without his consent.

      11.   Waivers.

            It is understood that either party may waive the strict performance
            of any covenant or agreement made herein; however, any waiver made
            by a party hereto must be duly made in writing in order to be
            considered a waiver, and the waiver of one covenant or agreement
            shall not be considered a waiver of any other covenant or agreement
            unless specifically in writing as aforementioned.

      12.   Savings Provisions.

            The invalidity, in whole or in party, of any covenant or
            restriction, or any section, subsection, sentence, clause, phrase or
            word, or other provisions of this Agreement, as the same may be
            amended from time to time shall not affect the validity of the
            remaining portions thereof.

      13.   Governing Law.

            This Agreement shall be construed in accordance with and governed by
            the laws of the State of Connecticut without giving effect to its
            choice of law provision.

      14.   Notices.

            If either party desires to give notice to the other in connection
            with any of the terms and provisions of this Agreement, said notice
            must be in writing and shall be deemed given when (a) delivered by
            hand (with written confirmation of receipt); (b) sent by facsimile
            (with written


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            confirmation of receipt), provided that a copy is mailed by
            registered mail, return receipt requested, or (c) when received by
            the addresses, if sent by a nationally recognized overnight delivery
            service) receipt requested), in each case addressed to the party for
            whom it is intended as follows (or such other addresses as either
            party may designate by notice to the other party, at the Parent
            Employer's or Employer's then principal executive offices):

                        If to Employer:   PRT Group Inc.
                                          80 Lamberton Road
                                          Windsor, CT  06095
                                          Attention: EVP Human Resources
                        With a copy to:   PRT Group Inc.
                                          7 Skyline Drive
                                          Hawthorne, NY 10532
                                          Attention: General Counsel
                        If to Executive:  At the most recent home address of
                                          Executive on the official records of
                                          Employer.

      15.   Default.

            In the event either party defaults in the performance of its
            obligations under this Agreement, the non-defaulting party may,
            after giving 30 days' notice to the defaulting party to provide a
            reasonable opportunity to cure such default, proceed to protect its
            rights by suit in equity, action or law, or, where specifically
            provided for herein, by arbitration, to enforce performance under
            this Agreement or to recover damages for breach thereof, including
            all costs and attorneys' fees, whether settled out of court,
            arbitrated, or tried (at both trial and appellate levels).


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<PAGE>

      16.   No Third Party Beneficiary.

            Nothing expressed or implied in this Agreement is intended, or shall
            be construed, to confer upon or give any person other than Employer,
            the parties hereto and their respective heirs, personal
            representatives, legal representatives, successors and assigns, any
            rights or remedies under or by reason of this Agreement.

      17.   Waiver of Jury Trial.

            All parties knowingly waive their rights to request a trial by jury
            in any litigation in any court of law, tribunal or legal proceeding
            involving the parties hereto or any disputes arising out of or
            related to this Agreement.

      18.   Successors.

            (a) This Agreement shall inure to the benefit of and be binding upon
            the Executive and the Executive's assigns, heirs, representatives or
            estate.

            IN WITNESS WHEREOF, by its appropriate officer, signed this
      Agreement and Executive has signed this Agreement, as or the day and year
      first above written.


      AGREED TO BY:                             AGREED TO BY:

            Executive  Dan S. Woodward                PRT Group Inc.

            By:  /s/ Dan S. Woodward                  /s/  Jack D. Mullinax
                 -------------------                  ---------------------
                                                      Title: EVP Human Resources
            Date  December 13,1999                    Date: December 23, 1999


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