EXHIBIT 99.4

                            PREDICTIVE SYSTEMS, INC.

                          AMENDMENT TO NOTICE OF GRANT

     This  Amendment  (this "Amendment") is made this 18th day of October, 2002,
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by  and  between  Andrew Zimmerman  (the Optionee") and Predictive Systems, Inc.
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(the  "Company").
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     WHEREAS, the Company granted the Optionee an option (the "Option"), on June
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15,  2001,  to  purchase  1,100,000  shares of common stock of the Company, at a
price  of  $3.73  per  share;  and

     WHEREAS,  the  Optionee  and  the  Company  desire to amend the Stand-Alone
Notice  of  Stock Option Grant for the Option (the "Notice of Grant") to provide
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Optionee  the  benefits  he  would  have  been  entitled  to had he been able to
participate  fully  in  the  Company's  stock  option  exchange  program;

     NOW, THEREFORE, the Optionee and the Company agree that the Notice of Grant
shall  be  amended  to  provide  as  follows:

1.     VESTING  SCHEDULE.
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     The  "Vesting  Schedule" set forth in the Notice of Grant is hereby amended
to  read  as  follows:

          "Except  as  otherwise  provided under the Stock Option Agreement, the
Option  shall  be immediately exercisable with respect to 6/48th's of the Option
Shares and the balance of the Option Shares shall become exercisable in a series
of  forty-two  (42)  equal,  successive  monthly  installments  upon Optionees's
completion  of  each  month  of  Service  over  the  forty-two (42) month period
measured form October 18, 2002.  In no event shall the option become exercisable
for  any  additional  Option  Shares  after  Optionee's  cessation  of  Service.

2.     EXERCISE  PRICE  PER  SHARE.
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     The  "Exercise  Price Per Share" set forth in the Notice of Grant is hereby
amended  to  read  as  follows:

          "Exercise  Price:  $0.22  per  share"

3.     NOTICE  OF  GRANT.
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     To  the extent not expressly amended hereby, the Notice of Grant remains in
full  force  and  effect.

4.     ENTIRE  AGREEMENT.
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     This  Amendment, taken together with the Notice of Grant (to the extent not
amended  hereby), represents the entire agreement of the parties with respect to
the  subject  matter  hereto and shall supersede any and all previous contracts,
arrangements,  amendments  or understandings between the parties with respect to
the  Option.



IN  WITNESS  WHEREOF,  this Amendment has been entered into as of the date first
set  forth  above.

PREDICTIVE  SYSTEMS,  INC.            OPTIONEE

By: /s/  Peter  Bloom                /s/  Andrew  Zimmerman
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Name:   Peter  Bloom                  Name:  Andrew  Zimmerman
Title:  Chairman  of  the
        Compensation  Committee