Chief Financial Officer Employment Agreement

AMENDMENT AND WAIVER



Amendment and Waiver dated as of July 8, 2005 (hereinafter "Agreement" or " Amendment and Waiver") between Analysts International Corporation, a Minnesota corporation, (hereinafter "the Company"), and David J. Steichen (hereinafter " Executive").



WHEREAS, Executive is employed as the Chief Financial Officer of the Company pursuant to the terms of an Employment Agreement dated as of August 18, 1999 (hereinafter "Employment Agreement"); and



WHEREAS, Executive, as part of his employment with the Company, has executed an Agreement (hereinafter "Change in Control Agreement") providing for certain payments and benefits under certain circumstances subsequent to a "Change in Control" as that term is defined therein; and



WHEREAS, Paragraph 2 of the Change in Control Agreement further provides, in part, that Executive may terminate his employment for any reason during a one-month period beginning on the first day of the eleventh month following a Change in Control (hereinafter "Eleventh Month Right to Terminate") following a Change in Control and/or for "Good Reason" during the thirty-six month period following a Change in Control and receive, among other things, a cash payment (hereinafter the "Change in Control Payment") equal to 2.99 times his "Eligible Earnings," as that term is defined therein; and





WHEREAS, Executive holds options to purchase shares of the Company92s common stock ("Options") under one or more of the Company92s stock option plans, (specifically, the Analysts International Corporation 1994 Stock Option Plan, the Analysts International Corporation 1999 Stock Option Plan, the Analysts International Corporation 2000 Nonqualified Stock Option Plan, the Analysts International Corp. 2004 Equity Incentive Plan, (collectively, the "Plans")); and





WHEREAS, pursuant to the terms of certain of the Plans or by resolution adopted by the Company92s Board of Directors (or a committee thereof) the vesting of such Options will accelerate upon completion of the Merger; and



WHEREAS, the Company has entered into an Agreement and Plan of Merger (hereinafter "Merger Agreement"), dated as of April 12, 2005, with Computer Horizons Corp. (hereinafter "CHC") and JV Merger Corp., a wholly-owned subsidiary of CHC; and



WHEREAS, the Merger contemplated by the Merger Agreement constitutes a Change in Control as defined in the Change in Control Agreement; and





WHEREAS, the Company and CHC have agreed and Executive has agreed in principle that, effective with the consummation of the Merger, he will be employed by CHC as its Chief Financial Officer without reduction in Executive92s current gross base salary; and










WHEREAS, Executive and the Company have agreed that in exchange for the consideration set forth herein, Executive will forego and waive certain rights to receive the Change in Control Payment and other payments, rights and benefits under the Change in Control Agreement as further detailed herein; and



NOW, THEREFORE, in consideration of the foregoing, the agreements set forth below and other good and valuable consideration, the parties hereto, intending to be legally bound, agree as follows:



1. Waivers .



a. Waiver of Eleventh Month Right to Terminate . Executive hereby expressly waives his Eleventh Month Righ ...