OFFER OF EMPLOYMENT

                                                                    EXHIBIT 10.1

               [Quanta Capital Holdings Ltd. Letterhead Omitted]

PRIVATE AND CONFIDENTIAL

December 22nd, 2004

Mr. Jonathan D. Dodd,

"Pepperwood"

7 Shaw Wood Crescent

Pembroke HM 01

Dear Jonathan,

RE: EMPLOYMENT OFFER

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

Further to our recent discussions we are pleased to extend an offer of

employment to you (hereinafter referred to as "You" or the "Appointee") with the

Bermuda office of Quanta Capital Holdings Ltd. (hereinafter referred to as the

"Company") subject to the following terms and conditions:

Term:             To commence as of September 29th, 2003 and continue until

                  terminated as per the provisions of the Termination article

                  following.

Position:         Vice President, Group Financial Controller and Section 16

                  Principal Accounting Officer reporting to the Group Chief

                  Financial Officer.

Duties:           Primary responsibility to be the development of the Company's

                  financial policies and procedures; reporting on the Company's

                  financial performance; liaison with internal audit function

                  for the evaluation of internal controls and procedures, and

                  with external auditors for the completion of quarterly reviews

                  and annual audit of GAAP and statutory financial statements;

                  review, conclusion and documentation of technical accounting

                  issues. Responsibilities to include preparation of operating

                  plans and financial forecasts, strategic financial analysis,

                  and coordination with audit committee, corporate governance

                  department and Sarbanes Oxley Steering Committee.

Place of          Hamilton, Bermuda

Employment:

Salary:           Initial salary of US $200,000 per annum payable on the last

                  working day of each month ("Salary Payment Date").

                  Compensation to be reviewed annually on each April 1st,

                  commencing April 1st, 2005.

Bonus:            Discretionary annual bonus based upon individual performance

                  and the financial results of the Company. All awards are made

                  entirely at the discretion of the Company's Board of Directors

                  as per the provisions of the Company's Annual Cash

                  Compensation Plan as amended from time to time. For the 2003

                  calendar year we will pay you a guaranteed bonus of $100,000.

Long Term         You shall be entitled to participate in all long term

incentive         compensation Incentive arrangements which are established for

                  the benefit of the senior executives of the

Plan:             Company providing for the award of grants of stock options and

                  performance shares pursuant to the terms of the Company's Long

                  Term Incentive Compensation Plan ("Long Term Incentive

                  Compensation Plan") in effect from time to time. All awards

                  shall be made entirely at the discretion of the Board of

                  Directors of the Company and shall be based upon the success

                  of the Appointee in meeting predefined performance targets as

                  well as the financial results of the Company.

Housing:          Allowance for housing rental costs of $8,000 per month,

                  payable on each Salary Payment Date.

Options:          Upon commencement of your employment you will be granted

                  options to purchase 5,000 shares of Common Stock of Quanta

                  Capital Holdings Ltd. pursuant to the terms of the Quanta

                  Capital Holdings Ltd. Non Qualified Stock Option Agreement in

                  effect at the time of the grant.

Hours:            Normal office hours are from 9:00 AM to 5:00 PM daily. In the

                  completion of your responsibilities and work assignments you

                  may be required to work evenings, weekends and certain public

                  holidays as well as travel at the Company's request without

                  additional compensation.

Holidays:         All Bermuda statutory public holidays with full salary.

Vacation:         Four weeks paid vacation each year at times to be agreed. In

                  the event that the Appointee does not utilize the full amount

                  of the vacation entitlement for any particular year any such

                  unused entitlement may be carried forward and utilized in

                  successive years up to a maximum of 5 (Five) days per year.

                  The entitlement to vacation (and to vacation pay in lieu of

                  vacation upon the termination of employment) shall accrue pro

                  rata throughout each year, provided that fractions of days

                  shall be disregarded in calculating any entitlement.

Sick Leave:    &nbs