<PAGE>

                              EMPLOYMENT AGREEMENT


      THIS EMPLOYMENT AGREEMENT (the "Agreement") is executed this 26th day of
July 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 Jack Mullinax, an
individual residing at 217 Penuel, Coppell in the State of Texas (the
"Executive").

      RECITALS:

A.    Employer is a global information technology services company.

B.    The Executive is experienced in the information technology services
      industry and is desirous of becoming an executive for the Employer or the
      Executive has been an employee of the Employer and as a result of
      promotion or assumption of additional responsibilities has been awarded
      the enhanced employment terms set out herein.

C.    Employer believes the Executive will contribute to the growth and
      profitability of the Employer and desires to employ the Executive as the
      Executive Vice President responsible for Human Resources.

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 Executive's former employer arising under this Agreement.

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 July 26, 1999 (the "Effective Date"),
            Employer, in reliance on such representations, shall employ the
            Executive and the Executive


                                        1
<PAGE>

            shall accept employment by Employer, upon the terms and conditions
            set forth in this Agreement.

      2.    Term: The term of employment (the "Term") of this Agreement shall
            begin on the Effective Date and, except as otherwise provided in
            Sections 8, 9, and 10 shall end on August 1, 2001. The Term of this
            Agreement shall be twenty-four (24) 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 unless otherwise agreed in writing by the parties.

      3.    Duties: The Executive will serve as the Executive Vice President
            Human Resources of the Employer and shall report to the President of
            the Employer, the Executive shall have the primary responsibility to
            manage and direct the day-to-day business of the Employer's Human
            Resources business unit. In addition, Executive will be responsible
            for establishing current and long-range objectives, plans, and
            policies subject to the approval of the President. The Executive
            shall perform such duties as may be reasonably assigned to him by
            the President. With the consent of the President, 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 one
            hundred fifty thousand dollars ($150,000) (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 prevent Employer from
            increasing Executive's Annual Base Salary more often than annually.
            The Annual Base Salary will be reviewed annually by the President
            and increased (but not decreased) if the President, in his
            discretion, determines an increase to be appropriate, based on the
            types of factors the President usually


                                       2
<PAGE>

            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 sixty percent (60%) of
            Annual Base Salary (the "Performance Bonus") under the annual
            incentive award plan. For 1999, you are guaranteed fifty percent
            (50%) of the Performance Bonus. The Performance Bonus will be paid
            to Executive no later than March 1st of the next year. Performance
            Bonus requirements will be agreed to in writing by the parties and
            attached hereto as Exhibit 2.

                  (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) Stock Options. Executive will be eligible to participate
            in the Employer Stock Option Plan ("Plan"). Upon the Effective Date,
            Employer will (a) award you seventy thousand (70,000) incentive
            stock options (the "Options"). All Options are subject to the terms
            of the Plan; provided, however, in the event of a Termination
            without Cause of the Executive's employment by the Employer all
            stock options granted shall immediately vest and be exerciseable as
            per the terms of Section 9 (b) below. The Options have been approved
            by the Compensation Committee of Employer's Board of Directors. 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. If
            Executive was an employee of Employer prior to the Effective Date
            and has already been granted stock options, all of Executive's stock
            options shall have the same terms as the Options granted hereunder.

                  (ii) 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


                                       3
<PAGE>

            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 or 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 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;


                                       4
<PAGE>

                  (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 ).

                  (e) Life Insurance. Within 3 months of the execution of this
            Agreement by the parties, Employer shall obtain for Executive
            $1,000,000 of term life insurance with an issuer of its choice. The
            insurance shall be in effect during the Term and the annual premium
            cost shall be less than $3,000. Executive shall designate the
            beneficiary of such life insurance.

      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.


                                       5
<PAGE>

                  (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 Executive or expend on behalf of the
            Executive up to zero dollars ($0) 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. Executive shall be
            reimbursed for all business travel and business expenses per the
            terms of the Company's travel and expense policy in effect at the
            time such expenses are incurred.

                  (e) Vacation. During the Term, the Executive will be entitled
            to four (4) weeks paid vacation/personal days 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 vacation/personal days
            on the first day of the month following date of employment at the
            rate of 1.67 days per month. Employer observes ten (10) holidays
            each year; seven (7) days are designated by Employer (the holiday
            schedule is described in Employer's Summary of Benefits) and three
            (3) 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


                                       6
<PAGE>

            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 one (1) 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 and which is actively soliciting
            the operating units of the clients doing business with 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, 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 of the Term for any reason, the
            Executive shall not at any time divulge, communicate, use


                                       7
<PAGE>

            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 one (1) 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 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 (6) months, (ii) call on or solicit any


                                       8
<PAGE>

            of the operating units of the clients doing business with Employer
            as of the termination of the Term for any reason 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 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


                                       9
<PAGE>

            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 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


                                       10
<PAGE>

            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)).

                  (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
            President unless not curable or such misconduct is materially
            injurious to Employer), breach of a


                                       11
<PAGE>

            fiduciary duty involving personal profit to the Executive or
            intentional failure to substantially perform his duties after
            written notice to the Executive from the President (and a reasonable
            opportunity to cure such failure) that, in the reasonable judgment
            of the President, 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. If the Executive is a licensed professional, e.g.,
            Certified Public Accountant or attorney-at-law, then any situation
            where the Executive is asked to take, certify or sanction any course
            of action which such licensed professional Executive is prohibited
            from doing by his/her profession's rules, regulations, or code of
            ethics and such action or refusal to take such action in any way
            leads to the Executive's termination or resignation, then such
            termination shall be treated as a Termination Without Cause or
            Termination for Good Reason as defined herein. 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 (through
            Employer's regularly scheduled payroll) to the Executive (A) the
            Annual Base Salary at the date of termination for the one (1) year
            and (B) pay (within forty-five (45) days of the last day of
            employment) 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 remainder of the


                                       12
<PAGE>

            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 previously granted or subsequently
            granted stock options shall immediately vest upon a Termination
            without Cause and shall be exerciseable and 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).

                  (c) 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 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


                                       13
<PAGE>

            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 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
                  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 75 miles from the corporate
                  headquarters without his consent.

      11.   Waivers.


                                       14
<PAGE>

            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 part, 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 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):


                                       15
<PAGE>

                        If to Employer:   PRT Group Inc.
                                          80 Lamberton Road
                                          Windsor, CT  06095
                                          Attention: President
                        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).

      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.


                                       16
<PAGE>

            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. Any controversy or claim arising out of
            this Agreement, its enforcement or interpretation, or alleged,
            breach, default, or misrepresentation in connections with any of its
            provisions, shall be submitted to arbitration before JAMS-Endispute
            with its rules and procedures for arbitration of employment
            disputes. The prevailing party shall be indemnified for the costs
            associated with such arbitration, excluding any attorneys' fees
            incurred in resolving such dispute.

      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.

      19.   Press Releases.

            The executive will be given the opportunity to review and comment
            upon any press release announcing his departure from the Employer.
            Employer shall not be obligated to withdraw or revise such press
            release as a result of the Executive's comments.

            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   Jack D. Mullinax              PRT Group Inc.
               ---------------------

      By:   /s/ Jack D. Mullinax                By:     /s/  Dan S. Woodward
            --------------------                        --------------------
                                                Title:  CEO & President
      Date:       February 1, 2000              Date:  February 1, 2000


                                       17