EMPLOYMENT AGREEMENT

Exhibit 10.1

1.

The Company hereby employs Employee as Chief Financial Officer. The Company, TACT, will provide Employee with an office and appropriate computer and communications at metropolitan area office. Employee hereby accepts employment in such capacity and conditions as hereinafter set forth.

2.

The initial term of this Agreement is for two (2) years, commencing on the Effective Date reflected above (the “Initial Term”). This Agreement shall automatically renew for subsequent one-year terms, unless and until terminated by either party in accordance with the provisions of Section 8 hereof. The entire period this Agreement remains in effect is hereinafter referred to as the "Employment Period".

It is expressly understood and agreed that any changes in the Employee's compensation and title will not invalidate this Agreement. At the option of the parties, such changes may be incorporated into an "Addendum" to this Agreement. Failure to so incorporate such changes will not affect the validity of, or the enforceability of, the other terms herein.

3.

The Company shall pay to Employee the following compensation for all the services to be rendered by Employee in any capacity:

A gross salary at the rate of $180,000.00 per year (annual base salary) payable twice a month, less all applicable and required federal, state, local and authorized deductions.

An initial grant of 20,000 options to shares of Company Common Stock in accordance with the terms of Company’s Stock Option and Award Plan.

Upon approval by the Board of Directors, the Company shall grant to Employee options to shares of Company Common Stock, from time to time, in accordance with the terms of Company’s Stock Option and Award Plan.

An annual bonus at the rate of up to 25% of annual base salary subject to approval by the Board of Directors Compensation Committee.

The use of a Company car and reimbursement of all related expenses to include such things as repairs, maintenance, gas, tolls and parking.

Employee shall be entitled to participate in the Company’s employee and fringe benefit plans and programs and shall be entitled to sick days and personal days in accordance with the Company’s PTO policy for a Chief Financial Officer position.

4.

Employee shall perform such work as may be required of Employee by Company in accord with the instructions, directions and control of Company and at such reasonable time and places as Company may determine. At all times during the Employment Period, Employee shall strictly adhere to all the rules and regulations that have been or that may hereafter be established by Company for the conduct of its employees and further, Employee shall strictly adhere to all the provisions of the Company’s handbook(s).

5.

Employee hereby consents to the conducting of a background check by Company and/or Company’s broker, customer and/or client to the full extent permitted by law. Such a background check may include, but shall not be limited to a judgement and public criminal record check, fingerprinting, and drug and/or alcohol screening. The Employee agrees not to hold Company and/or its broker(s), customer(s) and/or client(s) liable for any claims in connection with such checking or testing or the reporting of the results thereof to Company.

6.

Employee shall devote full and complete attention and energies to the business of Company, and shall not during the term of this Agreement be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage and whether or not said other business activity is directly, indirectly or unrelated to the business activity of Company, without the express written consent of Company. However, this shall not be construed as preventing Employee from investing Employee's assets in such form or manner as will not require any services on Employee's part in the operation of the affairs of the companies in which such investments are made; provided, however, that any investment in any non-public companies shall not be in companies having allied or related business activities to Company.

7.

The Company will reimburse Employee for expenses incurred by Employee in the course of this employment provided that such expenses are reimbursable by Company policy, and further, such expenses are authorized by Company and an accounting is made to Company therefore, in accordance with the procedures of Company pertaining thereto.

8.

The Employment Period shall be terminated at the time of the death of Employee or may be terminated by Company if Employee shall fail to render the services provided for hereunder for a continuous period of ninety (90) days because of Employee's physical or mental disability. Notwithstanding anything to the contrary herein, either party may terminate the Employment Period, with or without cause and for any reason whatsoever, by giving thirty (30) days prior notice to the other party.

In the event Company terminates Employee during the Initial Term of this Agreement without Cause, death or disability, or if the employee should resign for a Sufficient Reason, as defined in this Employment Agreement, Employee shall be entitled to receive as severance an amount equal to twelve (12) months of Employee’s then current base salary and all granted options shall become immediately vested and exercisable. In the event Company terminates Employee after the Initial Term of this Agreement without Cause, death or disability, or if the Employee should resign for a Sufficient Reason, as defined in this Employment Agreement, Employee shall be entitled to receive as severance an amount equal to six (6) months of Employee’s then current base salary.

For purposes of this Section 8, “Cause” shall mean: (a) Employee’s embezzlement, willful breach of fiduciary duty or fraud with regard to Company or any of Company’s assets or businesses, (b) Employee’s conviction of, or pleading of nolo contendere with regard to a felony (other than a traffic violation) or any other crime involving moral turpitude and involving activity related to the affairs of Company, or (c) any other breach by Employee of a material provision of this Agreement that remains uncured for thirty (30) days after written notice thereof is given to Employee. In the event Company terminates the Employment Period for Cause, Company’s sole obligation is to pay Employee for that period actually worked by Employee (plus any commissions and/or vacation pay due for that period, if applicable).

Employee may terminate the Employment Period for “Sufficient Reason” in accordance with the provisions hereof. For purposes of this Agreement, Sufficient Reason shall mean any material demotion of Employee and/or any material reduction in Employee’s authority, responsibilities or compensation, or a request, written, verbal or implied, by the Company to perform illegal acts including but not limited to violating SEC or NASDAQ rules or regulations or a requirement that the employee to be based at any office or location more than 50 miles from the Company’s current New York City headquarters location. Sufficient Reason shall also mean a direct or indirect change in the ownership or control of Company by purchase, merger, consolidation, reorganization, lease, exchange, transfer or sale of all or substantially all of the assets and/or outstanding stock of Company, taking the Company private, or any other business transaction involving Company or any combination of the foregoing transactions which results in any of the previously mentioned provisions contained in this paragraph.

9.

Employee recognizes and acknowledges that Company's trade secrets, customer/broker/client lists, private processes, prospective customer/broker/client lists, and staff and prospective staff lists are deemed to be the private and proprietary information of Company and are available, special, unique and significant proprietary assets of Company's business. Employee will not either during or subsequent to the Employment Period, in whole or in part, disclose such trade secrets, customer/broker/client lists, staff or prospective staff lists, prospective customer/broker/client lists or private processes to any person, firm, corporation, association or other entity for any reason or purpose whatsoever. In addition, Employee shall not make use of any of the above for Employee's own purposes or for the benefit of any person, firm, corporation, or other entity other than Company under any circumstances during the Employment Period or subsequent to employment.

10.

Employee agrees that during the Employment Period and for a period of one (1) year thereafter, Employee will not directly or indirectly, or in any capacity, individually or in any corporation, firm, association or other business entity, compete or attempt to compete with Company, any parent, subsidiary, or affiliate of Company, or any corporation merged into, or merged or consolidated with Company (a) by soliciting business from any customer, broker and/or client of Company with which Employee was involved (directly or indirectly) during the Employment Period, if such solicited business competes with the business of Company, or (b) inducing any personnel of Company to leave the service of Company, or by employing or contracting with any such personnel. The provisions of this Section 10 shall be construed as an Agreement independent of any other provision contained herein and shall be enforceable in both Law and Equity, including by temporary or permanent Restraining Orders, notwithstanding the existence of any claim or cause of action by Employee against Company, whether predicated on this Agreement or otherwise.

11.

Employee hereby agrees to assign all rights, title, and interest in all writings, products, inventions, discoveries, developments, improvements, ideas, technical notes, programs, specifications, computer or other apparatus programs and related documentation, and other works of authorship, tangible and intangible property, whether or not patentable, copyrightable or subject to other forms of protection, made, created, developed, discovered, written or conceived by Employee, solely or jointly with another, in whole or in part, for either Company and/or Company’s customer(s), broker(s) and/or client(s) during the Employment Period, whether during or outside of regular working hours, and to promptly deliver to Company all such tangible properties and work products at the request of Company. Employee shall not be entitled to any compensation in addition to the amount set forth in Section 3 of this Agreement by reason of said assignment.

12.

Employee shall, upon termination of employment with Company, immediately return to Company all equipment and supplies of Company and all books, records, lists and other written, typed or printed materials, whether furnished by Company or prepared by Employee, which contain any information relating to Company’s business or any of its customers, brokers and/or clients, and Employee agrees that Employee will neither make nor retain copies of such materials after termination of employment.

13.

Employee hereby authorizes Company, at any time, to offset and deduct against any and all monies due to Employee by Company, whether for salary or other remuneration to the full extent allowed by law, any and all monies owed by Employee to Company for any reason whatsoever, including, but not limited to the correction of payroll errors, the repayment of monetary advances, the reimbursement of tuition or training costs, and the recoupment of auto allowances, relocation expenses, expenses, and/or advanced vacation time.

14.

The failure of either party to insist upon the performance of any of the provisions of this agreement, or the waiver of any breach thereof, shall not be construed as or constitute a waiver of the rights granted herein with respect to any subsequent forbearance or breach.

15.

Both Parties hereto do hereby consent to jurisdiction in the State of New York with regard to all controversies which may arise with respect to the execution, interpretation of and compliance with the terms and provisions of this Agreement; and both Parties hereto agree that New York Law applies and, in addition, waive any other venue or forum which they might otherwise be entitled by virtue or domicile or otherwise.

16.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and any successor to the business of Company, but neither the Agreement nor any rights hereunder may be assigned, pledged or encumbered by Employee without the written consent of Company. This Agreement may not be changed, modified or terminated orally.

This Agreement supersedes any prior agreements made between the parties, whether oral or written, and constitutes that final and entire agreement and understanding of the parties, all prior representations and agreements having been merged into this Agreement, and this Agreement shall amend, restate and replace all prior employment agreements entered into between Company and Employee. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration or litigation between the parties hereto arising out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid, and the parties agree that the provisions of this Section 16 may not be waived except as herein set forth.

17.

All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein.

18.

Employee hereby represents and warrants that the execution of this Agreement by Employee and the performance of Employee’s duties and obligations hereunder will not breach or be in conflict with any other agreement to which Employee is a party or by which Employee is bound, and that Employee is not now subject to any covenant against competition or similar covenant which would affect the performance of Employee’s duties hereunder. Employee hereby agrees to indemnify Company for all claims arising out or related to Employee’s breach of this Section 18.

19.

All disputes, controversies, or differences arising in connection with the validity, execution, performance, breach, non-renewal or termination of this Agreement shall be finally settled in an arbitration proceeding under the Rules of the American Arbitration Association by three arbitrators with expertise in employment and labor law in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association. Selection of the arbitrators shall be as follows: each party shall appoint one arbitrator within twenty (20) days after the parties have agreed to go to arbitration, and those two arbitrators shall appoint a third arbitrator who shall act as chairman, within a twenty (20) day period thereafter. If the parties fail to appoint the chairman within said period, the parties will apply to the American Arbitration Association for appointment of the third arbitrator. The parties agree to be bound by the findings of the arbitration. Notwithstanding the foregoing, the courts shall have jurisdiction over injunctive or provisional relief pending arbitration. The arbitrators shall only be empowered to award direct damages. In no event shall the arbitrators be permitted to award special, consequential, indirect, incidental or punitive damages or lost profits. The non-prevailing party to the arbitration shall pay all the prevailing party's expenses of the arbitration, including reasonable attorneys' fees and other costs and expenses incurred in connection with the prosecution or defense of such arbitration.

20.

Any offer, notice, or request or other communication hereunder shall be in writing and shall be deemed to have been duly delivered if hand or mailed by registered or certified mail, return receipt requested, addressed to the respective address of each party herein set forth, or to such other address as each party may designate by a notice pursuant hereto:

If to Company:

The A Consulting Team, Inc.

200 Park Avenue South

New York, New York 10003

Attention: Shmuel Bentov, Chief Executive Officer

If to the Employee:

Sal Quadrino

4 Deer Run

Pomona, New York 10970

COMPANY

EMPLOYEE

By:         /s/ Shmuel BenTov        

By:         /s/ Sal Quadrino        

Shmuel BenTov

Sal Quadrino