EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (Agreement) dated as of September 14, 2006 between Quanta Capital Holdings Ltd., a Bermuda corporation (the Company), and James J. Ritchie (the Executive).

The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01    Definitions.    For purposes of this Agreement, the following terms have the meanings set forth below:

Base Salary has the meaning set forth in Section 4.01.

Cause means (a) theft or embezzlement by the Executive with respect to the Company or its Subsidiaries; (b) the Executive's conviction of, or plea of nolo contendere to, any felony or any misdemeanor involving moral turpitude; (c) willful or prolonged absence from work by the Executive (other than by reason of disability due to physical or mental illness) or willful failure or refusal by the Executive to perform his duties and responsibilities, without the same being corrected within thirty (30) days after being given written notice thereof; (d) continued and habitual use of alcohol by the Executive to an extent which materially impairs the Executive's performance of his duties, without the same being corrected within thirty (30) days after being given written notice thereof; (e) the Executive's use of illegal drugs, without the same being corrected within thirty (30) days after being given written notice thereof; or (f) the material breach by the Executive of any of the provisions contained in this Agreement, including, without limitation, Section 3.01 and Section 11.01, without the same (other than in the case of Section 11.01) being corrected within thirty (30) days after being given written notice thereof.

Change in Control means any of the following occurring after the date hereof:

	a.	Any person (within the meaning of the Securities Exchange Act of 1934, as amended (the Exchange Act)), other than a Permitted Person, is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of Voting Securities representing 40% or more of the total voting power of all the then outstanding Voting Securities; or

	b.	The individuals who, as of the date hereof, constitute the Board of Directors of the Company (the Board) together with those who become directors subsequent to such date and whose recommendation, election or nomination for election to the Board was approved by a vote of at least a majority of the directors then still in office who either were directors as of such date or whose recommendation, election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; or

	c.	The consummation of a merger, consolidation, recapitalization, liquidation, sale, or disposition by the Company of all or substantially all of the Companys assets, or reorganization of the Company, other than any such transaction which would (x) result in at least 60% of the total voting power represented by the voting securities of the surviving entity or, in the case of an asset sale, the successor entity, outstanding immediately after such transaction being beneficially owned, directly or indirectly, by the stockholders of the Company immediately preceding the transaction and (y) not otherwise be deemed a Change in Control under subparagraphs a, b or d; or

	d.	The Board adopts a resolution to the effect that, for purposes hereof, a Change in Control has occurred.

Where,

	i.	Permitted Persons means (A) the Company; (B) any Related Party; or (C) any group (as defined in Rule 13d-3 under the Exchange Act) comprised of any or all of the foregoing.

	ii.	Related Party means (A) a majority-owned subsidiary of the Company; (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any majority-owned subsidiary of the Company; or (C) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of Voting Securities.

 

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