EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT ("Agreement") dated as of July 17, 2003 between Quanta
Capital Holdings Ltd., a Bermuda corporation (the "Company"), and Tobey J. Russ
(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 Company's 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

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