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                                                                     Exhibit 1.1

                              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. Employer shall reimburse,
                  pay, or otherwise make Executive whole for any taxes owed by
                  Executive as a result of this bonus.

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5.                Expense Reimbursement and Other Benefits.
                        (a)      Reimbursement of Expenses.  During the term of
                  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

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                  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 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

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                  quoted on the NASDAQ Stock Market, or any similar system or
                  automated dissemination of quotations of securities prices in
                  common use, 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

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                  any reason, the Executive shall not directly or indirectly,
                  for himself or for any other person, firm, corporation,
                  partnership, association or other 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

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                  relating in any manner to the customers of Employer, whether
                  prepared by the Executive or otherwise coming into the
                  Executive's possession, shall 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

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                  such jurisdiction, then only as to enforcement of this Section
                  6 within the jurisdiction of such court, such provision shall
                  be interpreted and enforced 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

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

                        (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

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                  Executive shall be exerciseable as per the original vesting
                  schedule of the applicable option grant and the Common Stock
                  acquired pursuant to such 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

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                  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)).
                        (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

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                  after the date of the Change in Control, the Term and
                  Executive's employment with Employer is terminated by
                  Employer, or new employer 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.

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                  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 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

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                  thereof, including all costs and attorneys' fees, whether
                  settled out of court, arbitrated, or tried (at both trial and
                  appellate levels).

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                                            PRT Group Inc.

By:
   --------------------------                 ------------------------
   Dan S. Woodward
                                              Title:
                                                     ------------------------
Date:                                         Date:
      -----------------------                        ------------------------

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                                    EXHIBIT 1

                                 PRT GROUP INC.
                                STOCK OPTION PLAN



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                                                                    Confidential