AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (the "Amendment") to Employment Agreement dated as of September 14 2006 between Quanta Capital Holdings Ltd. and James J. Ritchie (the "Agreement") is entered into as of this first day of March, 2007 between Quanta Capital Holdings Ltd. and James J. Ritchie.  

In consideration of the mutual covenants set forth in the Agreement and in this Amendment, the parties to this Amendment agree as follows:

1.

The definition of "Base Salary" in Section 1.01 is replaced in its entirety with the following:  

""Base Salary" has the meaning set forth in Section 4.01 or if reduced in accordance with Section 3.03, such reduced Salary."

2.

The definition of "Good Reason" in Section 1.01 is replaced in its entirety with the following:  

""Good Reason" means, without the Executive's written consent: (a) any material diminution of the duties or responsibilities of the Executive, without the same being corrected within thirty (30) days after being given written notice thereof, except for a  change in Employment Category from Full-time to Part-time status of  the Executive   subject to Section 3.03; (b) the Executive not being elected or reelected, at any time, to the Board of Directors of the Company or a requirement that the Executive report to anyone other than the Board of Directors of the Company; (c) any material breach by the Company of the provisions contained in this Agreement, without the same being corrected within thirty (30) days after being given written notice thereof; or (d) any reduction in the Executive's Base Salary or bonus opportunity other than in accordance with Section 3.03."

3.

Section 3.03 is replaced in its entirety with the following:

"Change In Employment Category.  The Company and Executive agree that in the event the Company's business needs require less of the Executive's time to achieve its business objectives, the Company with written notice to the Executive, may change the Executive's Employment Category from Full-time to Part-time status defined as an employee who works on a regular basis less than 40 hours per workweek.  In the event the Executive's Employment Category changes to Part-time status, the Executive and Company agree that; (a) Change In Employment Category to Part-time status will not be considered  a "termination" as defined in Section 5.03 (Termination for Good Reason or Without Cause) or Section 5.04 (Termination As a Result of Change of Control); (b) the Executive's Base Salary rate will be reduced in proportion to the number of hours worked; (c) the Executive will participate in benefits as defined in Section 4.04 except that certain benefits may be prorated based on the number of hours worked.