EMPLOYMENT AGREEMENT


                  THIS AGREEMENT ("Agreement") is made and entered into, as of
this 28thday of November, 2001 ("Effective Date"), by and between Declan A.
French an individual resident of the City of Toronto in the Province of Ontario
("Executive"), and Thinkpath Inc., a corporation formed under the laws of the
Province of Ontario ("Employer") with its principal place of business at 55
University Avenue, Toronto, Ontario, Canada M5J 2H7.

                               W I T N E S S E T H

                  WHEREAS, Employer desires to employ Executive, and Executive
desires to be employed by Employer, on the terms and conditions hereinafter set
forth;

                  NOW, THEREFORE, in consideration of the premises and the
mutual promises and agreements contained herein, the parties hereto, intending
to be legally bound, hereby agree as follows:

                     SECTION 1.EMPLOYMENT.
                     --------- ----------

                  1.1 Subject to the terms hereof, Employer hereby employs
Executive, and Executive hereby accepts such employment. Executive will serve in
the capacity of Chief Executive Officer of Employer and will have duties and
responsibilities customarily assigned to a person with such title. Executive
hereby agrees that, throughout his period of employment, he shall devote his
business time, attention, knowledge and skills, diligently in the furtherance of
the business of the Employer and of its subsidiaries and affiliates, shall
perform his duties consistent with his position with Employer and shall observe
and carry out such rules and regulations, policies and directions as Employer
may from time to time establish to the extent consistent herewith. During the
term of this Agreement, Executive shall do such traveling as may be reasonably
required of him in the performance of his duties on behalf of Employer.

                     SECTION 2.TERM OF EMPLOYMENT.
                     --------- ------------------

                  2.1 The term of Executive's employment hereunder (the "Initial
Term") shall be from the Effective Date and expire at the earlier of (a) the
second anniversary of the date of this Agreement or (b) the occurrence of any of
the following events:

                      (i)      The death or total disability of Executive (total
                               disability meaning the failure to substantially
                               perform his normal required services hereunder
                               for a period of six (6) consecutive months during
                               any consecutive twelve (12) month period during
                               the term hereof, as determined by an independent
                               medical doctor jointly chosen by the Executive
                               and the Employer, by reason of mental or physical
                               disability); or





<PAGE>


                      (ii)     The termination by Employer of Executive's
                               employment hereunder, upon thirty (30) days prior
                               written notice to Executive, which termination
                               shall be for "Cause", as determined by the Board
                               of Directors of Employer in accordance with the
                               terms hereof. For purposes of this Agreement,
                               "Cause" for termination of Executive's employment
                               shall exist (V) if Executive is convicted of,
                               pleads guilty to, or confesses to any felony or
                               any act of fraud, or misappropriation or
                               embezzlement with regard to Employer, (W) if
                               Executive has engaged in a dishonest act to the
                               material damage or prejudice of Employer or an
                               affiliate of Employer, or in conduct or
                               activities materially damaging to the property,
                               business, or reputation of Employer or an
                               affiliate of Employer, (X) if Executive violates
                               any of the provisions contained in Section 4 of
                               this Agreement, after receiving thirty (30) days
                               written notice from Employer specifically
                               outlining the alleged violations by the Executive
                               of Section 4 hereof and Executive has not cured
                               the alleged violations within thirty (30) days of
                               receipt of written notice by the Employer; (Y)
                               Executive willfully breaches or habitually and
                               recklessly neglects the duties he is required to
                               perform hereunder, or performs such duties in a
                               grossly negligent manner, after receiving thirty
                               (30) days written notice from Employer
                               specifically outlining the violations of this
                               Section and Executive has not cured the alleged
                               violations of this Section within thirty (30)
                               days of receipt of written notice by Employer.

                  2.2 SUCCESSIVE TERMS. After the Initial Term, this Agreement
shall continue upon a year-to-year basis (the "Successive Terms"; together with
the Initial Term, the "Term") unless terminated by either the Employer or the
Executive upon ninety (90) days written notice to the other prior to the end of
the Initial Term or the then Successive Term.

                     SECTION 3.COMPENSATION.
                     --------- ------------

                  3.1 TERM OF EMPLOYMENT. Employer will provide Executive with
the following salary, expense reimbursement and additional Executive benefits
during the term of employment hereunder:

                  (a)      SALARY. During the Initial Term, Executive will be
                           paid a salary (the "Salary"), that shall be no less
                           than one-hundred-fifty-thousand United States dollars
                           (US$150,000.00) per annum, less deductions and
                           withholdings required by applicable law. Thereafter,
                           and during the Successive Terms, Executive will be
                           paid a salary to be determined by good faith
                           negotiations between Employer and Executive, but in
                           no event shall such salary be less than
                           one-hundred-fifty-thousand United States dollars
                           (US$150,000.00) (the "Successive Terms Salary"). The
                           Salary and Successive Terms Salary shall be paid to
                           Executive in equal monthly installments (or on such
                           more frequent basis as other executives of Employer
                           are compensated).



                                      -2-
<PAGE>


(b)        PERFORMANCE BONUS.
           ------------------

                      (i)      Employer shall pay to Executive a performance
                               bonus based on Employer's EBITDA (which is
                               defined as Employer's earnings before the
                               deduction of interest, taxes, depreciation and
                               amortization as calculated in accordance with
                               United States generally accepted accounting
                               principles) at the end of each calendar year
                               during the Term or then Successive Term, in
                               accordance with the following schedule:


                      EBITDA AS A PERCENTAGE
                      GROSS REVENUE (US DOLLARS)
                                                            BONUS (US DOLLARS)
                      7%                                    US$200,000.00
                      8%                                    US$300,000.00
                      9%                                    US$400,000.00
                      10%                                   US$500,000.00


                      (ii)     The determination of whether Employer has
                               achieved a certain level of EBITDA in any year
                               for the purposes of this section shall be made by
                               the certified chartered accountant regularly
                               retained or employed by Employer with ninety (90)
                               days after the end of each calendar year, and
                               shall be conclusive on Employer and Executive.

                      (iii)    The performance bonus shall, in the sole
                               discretion of Employer, be payable in cash or
                               shares of Employer's common stock.

                      (iv)     The performance bonus shall be due and payable
                               within one-hundred-twenty (120) days after the
                               end of each calendar year.

                      (v)      Notwithstanding anything to the contrary herein,
                               Executive shall be entitled to a minimum
                               performance bonus per calendar year equal to one
                               hundred thousand United States dollars
                               ($100,000.00)

                  (c)   VACATION. Executive shall be entitled to receive six (6)
                        weeks paid vacation during each year of employment upon
                        dates to be taken at such times and in such periods as
                        shall not interfere with the duties required to be
                        rendered by Executive hereunder.

                  (d)   EXPENSES. Employer shall reimburse Executive within
                        thirty (30) days of its receipt of a reimbursement
                        report with supporting receipts from the Executive, for
                        all reasonable and necessary expenses incurred by
                        Executive in performing services hereunder, including
                        without limitation, all expenses of travel and living
                        expenses when away from home on business at the request
                        of or in the service of Employer.



                                      -3-
<PAGE>


                  (e)   BENEFIT PLANS. Executive shall have the option of
                        participating in such medical, dental, disability,
                        hospitalization, life insurance, stock option and other
                        benefit plans (such as pension and profit sharing plans)
                        as Employer maintains from time to time for the benefit
                        of other full-time Executives of Employer, on the terms
                        and subject to the conditions set forth in such plans.

                  (f)   CHANGE IN CONTROL.

                      (i)      In the event of a "Change in Control" whereby:

                           (1)  A person (other than a person who is an officer
                                or Director of Employer on the Effective Date),
                                including a "group" as defined in Section
                                13(d)(3) of the Securities Exchange Act of 1934,
                                as amended, becomes, or obtains the right to
                                become, the beneficial owner of Employer's
                                securities having fifty percent (50%) or more of
                                the combined voting power of then outstanding
                                securities of Employer;

                           (2)  Employer consummates a merger in which it is not
                                the surviving entity;

                           (3)  All or substantially all of Employer's assets
                                are sold; or

                           (4)  Employer's shareholders approve the dissolution
                                or liquidation of Employers; then

                  (ii)     All stock options and warrants granted by Employer to
                           Executive under any plan or otherwise prior to the
                           effective date of the Change in Control, shall become
                           vested, accelerate and become immediately
                           exercisable, at the stated exercise price, with the
                           number of shares and exercise price adjusted for any
                           stock splits and capital reorganizations that occur
                           subsequent to the Effective Date; and

                  (iii)    Employer shall, upon the effective date of the Change
                           in Control, issue to Executive such number of shares
                           of Employer's common stock as equal to the lesser of:

                           (1)  Nineteen percent (19%) of the issued and
                                outstanding shares of Employer's common stock as
                                of the effective date of the Change in Control;
                                or



                                      -4-
<PAGE>


                           (2)  Such number of shares as is calculated by
                                dividing Five-hundred-thousand United States
                                dollars (US$500,000.00) by the average of the
                                closing bid prices (as reported on the NASDAQ
                                SmallCap Market or principal market on which
                                Employer's common stock is then traded, and if
                                not listed on a principal market, the OTC
                                Bulletin Board or the pink sheets) for the
                                fifteen (15) trading days immediately preceding
                                the effective date of the Change in Control.

                  (g)   AUTOMOBILE ALLOWANCE. During the Term, Employer shall
                        pay Executive one-thousand-four-hundred United Stated
                        dollars (US$1,400.00) per month as an allowance for the
                        use of Executive's automobile.

                  3.2 EFFECT OF TERMINATION. Upon the termination of the
employment of Executive hereunder for Cause, Executive shall be entitled to all
compensation and benefits earned or accrued under Section 3.1 as of the
effective date of termination. Upon the termination of this Agreement for any
reason other than for Cause, Executive shall be entitled to receive all
compensation and benefits earned or accrued under Section 3.1 as of the
effective date of termination plus an amount equal to one (1) year's Salary and
continuation of benefits for a period of one (1) year.

                     SECTION 4.NONSOLICITATION.
                     --------- ---------------

                  4.1 DEFINITIONS. For the purposes of this Section 4, the
following definitions shall apply.

                        (a)   "Confidential Information" means any confidential,
                              proprietary business information or data belonging
                              to or pertaining to Employer that does not
                              constitute a "Trade Secret" (as hereinafter
                              defined) and that is not generally known by or
                              available through legal means to the public,
                              including, but not limited to, information
                              regarding the Employer's customers or actively
                              sought prospective customers, acquisition targets,
                              suppliers, manufacturers and distributors gained
                              by Executive as a result of his employment with
                              Employer.

                        (b)   "Customer" means actual customers or actively
                              sought prospective customers of Employer.

                        (c)   "Trade Secrets" means information or data of or
                              about Employer, including but not limited to
                              technical or non-technical data, formulas,
                              patterns, compilations, programs, devices,
                              methods, techniques, drawings, processes,
                              financial data, financial plans, products plans,
                              or lists of actual or potential customers,
                              clients, distributees or licensees, information
                              concerning or Employer's finances, services,
                              staff, contemplated acquisitions, marketing
                              investigations and surveys, that are not generally
                              known to, and/or are not readily ascertainable by
                              proper means by, other persons.



                                      -5-
<PAGE>


                        (d)   "Work Product" means any and all work product
                              property, data documentation or information of any
                              kind prepared, conceived, discovered, developed or
                              created by Executive for Employer or its
                              affiliates' clients or customers for utilization
                              in Employer's business, not generally known by or
                              not readily ascertainable by proper means by other
                              persons who can obtain economic value from their
                              disclosure or use.

                     4.2       TRADE NAME AND CONFIDENTIAL INFORMATION.
                               ---------------------------------------

                        (a)   Executive hereby agrees that at all times during
                              the Term and thereafter:

                              (i)  Executive shall not, directly or by assisting
                                   others own, manage, operate, join, control or
                                   participate in the ownership, management,
                                   operation or control of, or be connected in
                                   any manner with, any business conducted under
                                   any corporate or trade name of Employer or
                                   name confusingly similar thereto, without the
                                   prior written consent of Employer;

                              (ii) Executive shall hold in confidence all Trade
                                   Secrets and all Confidential Information and
                                   will not, either directly or indirectly, use,
                                   sell, lend, lease, distribute, license, give,
                                   transfer, assign, show, disclose,
                                   disseminate, reproduce, copy, appropriate or
                                   otherwise communicate any Trade Secrets or
                                   Confidential Information, without the prior
                                   written consent of Employer; and

                              (iii) During the Term Executive shall immediately
                                   notify Employer of any unauthorized
                                   disclosure or use of any Trade Secrets or
                                   Confidential Information of which Executive
                                   becomes aware, Executive shall assist
                                   Employer, to the extent necessary, in the
                                   procurement or any protection of Employer's
                                   rights to or in any of the Trade Secrets or
                                   Confidential Information.

                  (b)   Upon the request of Employer, Executive shall deliver to
                        Employer all memoranda, notes, records, manuals and
                        other documents, including all copies of such materials
                        and all documentation prepared or produced in connection
                        therewith, pertaining to the performance of Executive's
                        services hereunder or Employer's business or containing
                        Trade Secrets or Confidential Information, whether made
                        or complied by Executive or furnished to Executive from
                        another source by virtue of Executive's employment with
                        Employer.


                                      -6-
<PAGE>


                  (c)   To the greatest extent possible, all Work Product shall
                        be deemed to be "work made for hire" (as defined in the
                        Copyright Act, 17 U.S.C.A. Section 101 ET SEQ., as
                        amended) and owned exclusively by Employer. Executive
                        hereby unconditionally and irrevocably transfers and
                        assigns to Employer all rights, title and interest
                        Executive may have in or to any and all Work Product,
                        including, without limitation, all patents, copyrights,
                        trademarks, service marks and other intellectual
                        property rights arising out of the Work Product.
                        Executive agrees to execute and deliver to Employer any
                        transfers, assignments, documents or other instruments
                        which Employer may deem necessary or appropriate to vest
                        complete title and ownership of any and all such Work
                        Product, and all rights therein, exclusively in
                        Employer.

                  4.3 NONSOLICITATION AND NONCOMPETE. Executive hereby agrees
that Executive will not, during the Term and for a period of one (1) year
following the Term, either directly or indirectly, alone or in conjunction with
any other party, on the North American continent:

                  (a)   solicit, divert or appropriate or attempt to solicit,
                        divert or appropriate, any Customer for the purpose of
                        providing the Customer with services or products
                        competitive with those offered by Employer during the
                        Term; or

                  (b)   solicit or attempt to solicit any officer, director,
                        Executive, consultant, contractor, agent, lessor,
                        lessee, licensor, licensee, supplier or any shareholder
                        of Employer or other personnel of Employer or any of its
                        affiliates or subsidiaries to terminate, alter or lessen
                        that party's affiliation with Employer or such affiliate
                        or subsidiary or to violate the terms of any agreement
                        or understanding between such Executive, consultant,
                        contractor or other person and Employer; or

                  (c)   engage in, as owner, stockholder, Executive, partner,
                        agent, representative or otherwise, or have an interest
                        in (except for ownership of publicly trade securities
                        representing not more than five percent (5%) of the
                        outstanding voting shares), any business, firm,
                        corporation or other entity in direct competition with
                        the business of Employer.

                     Nothing contained in this Section 4 shall prohibit
Executive from acquiring not more than five percent (5%) of
any competitor of Employer whose common stock is publicly traded on a national
securities exchange or in the over-the-counter market or from acquiring any
percentage of any company which is non-competitive with Employer.



                                      -7-
<PAGE>


                     SECTION 5.MISCELLANEOUS.
                     --------- -------------

                  5.1 SEVERABILITY. The covenants in this Agreement shall be
construed as covenants independent of one another and as obligations distinct
from any other contract between Executive and Employer. Any claim that Executive
may have against Employer shall not constitute a defense to enforcement by
Employer of this Agreement.

                  5.2 SURVIVAL OF OBLIGATIONS. The covenants in Section 4 of
this Agreement shall survive termination of Executive's employment for the
period set forth therein.

                  5.3 NOTICES. Any notice or other document to be given
hereunder by any party hereto to any other party hereto shall be in writing and
delivered in person or by courier, by telecopy transmission or sent by any
express mail service, postage or fees prepaid at the following addresses:

           EMPLOYER:           Thinkpath Inc.
           --------
                               55 University Avenue
                               Toronto, Ontario, Canada M5J 2H7
                               Telephone:  (416) 364-8800
                               Facsimile:  (416) 364-3178
                               Attention:   Secretary

           WITH A
           COPY TO:            Gersten, Savage & Kaplowitz, LLP
           -------
                               101 East 52nd Street
                               New York, New York 10022
                               Telephone:   (212) 752-9700
                               Facsimile:   (212) 813-9768
                               Attention:    Christopher J. Kelly, Esq.

           EXECUTIVE:          Declan A. French
           ---------
                               2045 Lakeshore Boulevard West
                               Toronto, Ontario, Canada M8V 2Z6
                               Telephone:   (416) 255-1277

or at such other address or number for a party as shall be specified by like
notice. Any notice which is delivered in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party or its agent.

                  5.4 BINDING EFFECT. This Agreement inures to the benefit of,
and is binding upon, Employer and their respective successors and assigns, and
Executive, together with Executive's executor, administrator, personal
representative, heirs, and legatees.



                                      -8-
<PAGE>


                  5.5 ENTIRE AGREEMENT. This Agreement is intended by the
parties hereto to be the final expression of their agreement with respect to the
subject matter hereof and is the complete and exclusive statement of the terms
thereof, notwithstanding any representations, statements or agreements to the
contrary heretofore made. This Agreement supersedes and terminates all prior
employment and compensation agreements, arrangements and understandings between
or among Employer and Executive. This Agreement may be modified only by a
written instrument signed by all of the parties hereto.

                  5.6 GOVERNING LAW. This Agreement shall be deemed to be made
in, and in all respects shall be interpreted, construed, and governed by and in
accordance with, the laws of the Province of Ontario. No provision of this
Agreement shall be construed against or interpreted to the disadvantage of any
party hereto by any court or other governmental or judicial authority or by any
board of arbitrators by reason of such party or its counsel having or being
deemed to have structured or drafted such provision.

                  5.7 ATTACHMENT. Except as required by law, the right to
receive payments under this Agreement shall not be subject to attachment, sale,
pledge, encumbrance, charge, levy or similar process or assignment, and any
attempt to do so shall be null and void.

                  5.8 HEADINGS. The section and paragraph headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.

                  5.9 SPECIFIC PERFORMANCE. Each party hereto hereby agrees that
any remedy at law for any breach of the provisions contained in this Agreement
shall be inadequate and that the other parties hereto shall be entitled to
specific performance and any other appropriate injunctive relief in addition to
any other remedy such party might have under this Agreement or at law or in
equity.

                  5.10 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.

                       (SIGNATURES ON THE FOLLOWING PAGE)





                                      -9-
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the 28th day of November, 2001


                               THINKPATH INC.

                                         /S/ Kelly Hankinson
                               By:________________________________
                                         Kelly Hankinson
                                         Chief Financial Officer and Secretary


                                         /S/ Declan French
                               By:________________________________
                                         Declan A. French






                                      -10-
<PAGE>