EMPLOYMENT AGREEMENT



         This EMPLOYMENT AGREEMENT ("Agreement") is entered into this 26th day

of December, 2001, and is effective as of the 1st day of January, 1999 (the

"Effective Date"), by and between Answerthink, Inc., a Florida corporation (the

"Company"), and David N. Dungan (the "Executive").



         WHEREAS, the Company and the Executive have entered into a Senior

Management Agreement dated as of July 11, 1997, as amended (the "Senior

Management Agreement");



         WHEREAS, the Company and the Executive desire to amend the Senior

Management Agreement to delete the "Provisions Relating to Employment" therein

and the Company desires to employ the Executive, and the Executive desires to be

employed by the Company, on the terms and conditions set forth herein from and

after the Effective Date; and



         WHEREAS, the board of directors of the Company (the "Board") has

approved and authorized the entry into this Agreement with the Executive.



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

set forth herein and other good and valuable consideration, the receipt and

sufficiency of which hereby are acknowledged, the parties hereto agree as

follows:



1.       Employment Agreement. On the terms and conditions set forth in this

         --------------------

Agreement, the Company agrees to employ the Executive and the Executive agrees

to be employed by the Company for the Employment Period set forth in Section 2

hereof and in the position and with the duties set forth in Section 3 hereof.

Terms used herein with initial capitalization are defined in Section 21 below.



2.       Term. The initial term of employment under this Agreement shall be for

         ----

a three-year period commencing on the Effective Date (the "Initial Term"). The

term of employment shall be automatically renewed for an additional consecutive

12-month period (the "Extended Term") as of the first and every subsequent

anniversary of the Effective Date, unless and until either party provides

written notice to the other party in accordance with Section 11 hereof not less

than 90 days before such anniversary date that such party is terminating the

term of employment under this Agreement, which termination shall be effective as

of the end of such Initial Term or Extended Term, as the case may be, or until

such term of employment is otherwise terminated as hereinafter set forth. Such

Initial Term and all such Extended Terms are collectively referred to herein as

the "Employment Period." The parties' obligations under Sections 7, 9 and 10

hereof shall survive the expiration or termination of the Employment Period.



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3.       Position and Duties. The Executive shall serve as Executive Vice

         -------------------

President, Chief Operating Officer of the Company during the Employment Period.

As the Executive Vice President, Chief Operating Officer of the Company, the

Executive shall render executive, policy and other management services to the

Company of the type customarily performed by persons serving in a similar

officer capacity. The Executive shall report to the Chief Executive Officer of

the Company, except as otherwise determined by the Chief Executive Officer or

the Board. The Executive shall also perform such duties as the Chief Executive

Officer or the Board may from time to time reasonably determine and assign to

the Executive. During the Employment Period, there shall be no material change

in the duties and responsibilities of the Executive from those previously in

effect, other than as provided herein, unless the parties otherwise agree in

writing. The Executive shall devote the Executive's reasonable best efforts and

substantially full business time to the performance of the Executive's duties

and the advancement of the business and affairs of the Company.



4.       Place of Performance. In connection with the Executive's employment by

         --------------------

the Company, the Executive shall be based at the principal executive offices of

the Company, except as otherwise agreed by the Executive and the Company and

except for reasonable travel on Company business. If the Executive is required

to relocate his place of employment to a location more than 50 miles from its

location as of the date of this Agreement, the Company shall pay or reimburse

the Executive for the reasonable moving and relocation expenses incurred by him

to establish a personal residence at the new location, including reasonable

traveling and temporary living expenses.



5.       Compensation.

         ------------



         (a) Base Salary. During the Employment Period, the Company shall pay to

         the Executive an annual base salary (the "Base Salary"), which

         initially shall be at the rate of $500,000.00 per year. The Base Salary

         shall be reviewed no less frequently than annually and may be increased

         at the discretion of the Board. If the Executive's Base Salary is

         increased, the increased amount shall be the Base Salary for the

         remainder of the Employment Period. Except as otherwise agreed in

         writing by the Executive, the Base Salary shall not be reduced from the

         amount previously in effect during the Employment Period. The Base

         Salary shall be payable biweekly or in such other installments as shall

         be consistent with the Company's payroll procedures.



         (b) Bonus. During the Employment Period, the Executive may also be

         eligible to earn an annual bonus pursuant to a bonus plan adopted by

         the Board for each fiscal year.



         (c) Benefits. During the Employment Period, the Executive will be

         entitled to such other benefits approved by the Board and made

         available to employees. Nothing contained in this Agreement shall

         prevent the Company from changing carriers or from effecting

         modifications in insurance coverage for the Executive.



         (d) Vacation; Holidays. The Executive shall be entitled to all public

         holidays observed by the Company and vacation days in accordance with

         the applicable



<PAGE>



         vacation policies for senior executives of the Company, which shall be

         taken at a reasonable time or times.



         (e) Withholding Taxes and Other Deductions. To the extent required by

         law, the Company shall withhold from any payments due Executive under

         this Agreement any applicable federal, state or local taxes and such

         other deductions as are prescribed by law or Company policy.



6.       Expenses. The Executive is expected and is authorized to incur

         --------

reasonable expenses in the performance of his duties hereunder, including the

costs of entertainment, travel, and similar business expenses incurred in the

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