PROVANT INC
LETTER AGREEMENT
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<TYPE>EX-10.19
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<FILENAME>b40514piex10-19.txt
<DESCRIPTION>LETTER AGREEMENT
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<PAGE>   1

                                                                   Exhibit 10.19

                                            November 30, 2000


PERSONAL AND CONFIDENTIAL

Mr. Rajiv Bhatt
231 Marlborough Street
Boston, MA  02116

Dear Rajiv:

         You have expressed an intention to resign as an employee, officer and
the Chief Financial Officer of PROVANT, Inc. (the "Company"). Because the
Company's Board of Directors, together with its financial advisor, Gleacher &
Co. ("Gleacher"), are in the process of exploring a range of strategic
alternatives to maximize shareholder value, the Company would like you to
continue in your current positions with the Company until this process is
completed. You have agreed to do so on the following terms and conditions.

         1.    Your current salary will continue until December 15, 2000.
Thereafter, you will be paid one-half of your current salary with the balance
paid to you as provided in paragraph 2 below.

         2.    In the event of a sale of the Company while you are in the
Company's employ, you will be paid, at the time the sale is completed, (a) a
bonus equal to 12.5% of the fees paid to Gleacher in connection with such sale
and (b) the balance of your salary which was not paid to you pursuant to
paragraph 1 above. In the event the Company is not sold prior to June 30, 2001
and you remain in the Company's employ through March 31, 2001, you shall be paid
a bonus of $93,000 within ten business days following the date of the decision
of the Board of Directors of the Company not to sell the Company or July 15,
2001, whichever is earlier. Payment of these amounts shall be conditioned upon
your execution and delivery of a general release as provided in Section 5(d) of
your existing Employment Agreement.

         3.    The Company shall loan to you upon request an amount equal to
the taxes you will have to pay in connection with the recent transfer of shares
of Common Stock of the Company to you. You and the Company estimate that these
taxes will approximate $185,000. This loan will be due and payable, without
interest, on the third anniversary of the date it is made, provided, however,
that if prior to that date the Company is sold, this loan will be forgiven in
its entirety.

         You may resign from your positions with the Company at any time and the
Company may terminate your employment with the Company at any time if its Board
of Directors determines in good faith that your continuing job performance is
unsatisfactory.
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         You acknowledge and agree that (a) you will not be entitled to any
bonus payments pursuant to Section 5(b) of your existing Employment Agreement or
any severance payments pursuant to Section 5(d) of your existing Employment
Agreement and (b) Sections 7, 8 and 9 of your existing Employment Agreement,
dealing with a covenant not to compete and confidential information, shall
continue in effect in accordance with their terms under all circumstances. In
all other respects, your existing Employment Agreement shall continue except to
the extent it conflicts or is inconsistent with this letter agreement, in which
event this letter agreement shall control.

         This letter agreement constitutes the entire agreement between us with
respect to the subject matter hereof. This letter agreement may not be modified
or changed or its provisions waived except by an agreement in writing. This
letter agreement shall be construed and enforced in accordance with the laws of
the Commonwealth of Massachusetts without regard to conflicts of laws principles
and shall inure to the benefit of and be binding upon our respective heirs,
personal representatives, successors and assigns.

         If the foregoing accurately sets forth our agreement, please so
indicate by signing below.

                                            Very truly yours,

                                            PROVANT, INC.


                                            By /s/John R. Murphy
                                               John R. Murphy
                                               Its Chairman

AGREED:


/s/Rajiv Bhatt
Rajiv Bhatt


                                       2

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