UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------

                                 SCHEDULE 13D/A
                                (Amendment No. 1)

                    Under the Securities Exchange Act of 1934


                               Opus360 Corporation
                    ----------------------------------------
                                (Name of Issuer)


                    Common Stock, $0.001 par value per share
                    ----------------------------------------
                         (Title of Class of Securities)

                                   68400F109
                     --------------------------------------
                                 (CUSIP Number)

        Pekka Pere                                  with copies to:
        Proha Plc                              Petri Y.J. Haussila, Esq.
    Maapallonkuja 1 A                               White & Case LLP
     FIN-02210 Espoo                                 Etelaranta 14
         Finland                                   FIN-00130 Helsinki
   011-358-20-4362-000                                  Finland
                                                 011-358-9-228-228-641
           (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)

                                  July 31, 2001
                     --------------------------------------
             (Date of Event which Requires Filing of this Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the acquisition  which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.

CUSIP No. 68400F109
================================================================================

-------- -----------------------------------------------------------------------
1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Proha Plc                         I.R.S. IDENTIFICATION NO. ___________

-------- -----------------------------------------------------------------------
 2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) / /
                                                                     (b) /X/

-------- -----------------------------------------------------------------------
 3       SEC USE ONLY


-------- -----------------------------------------------------------------------
 4       SOURCE OF FUNDS

         WC

-------- -----------------------------------------------------------------------
 5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED        / /
         PURSUANT TO ITEMS 2(d) or 2(e)

-------- -----------------------------------------------------------------------
 6       CITIZENSHIP OR PLACE OF ORGANIZATION

         Finland

----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY        7      SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON              None
WITH
                                    ------- ------------------------------------
                                     8      SHARED VOTING POWER
                                            77,272,053
                                    ------- ------------------------------------
                                     9      SOLE DISPOSITIVE POWER
                                            None
                                    ------- ------------------------------------
                                     10     SHARED DISPOSITIVE POWER
                                            None
-------- -----------------------------------------------------------------------
 11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         77,272,053
-------- -----------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES                                                  / /

-------- -----------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         62.4%
-------- -----------------------------------------------------------------------
14       TYPE OF REPORTING PERSON

         CO
-------- -----------------------------------------------------------------------

                                  Page 2 of 11

                                 SCHEDULE 13D/A

                               OPUS360 CORPORATION

          This Amendment No. 1 amends and  supplements the Schedule 13D filed on
April 23, 2001 (the  "Statement")  by Proha Plc, a public  company listed on the
Helsinki Stock Exchange and incorporated under the laws of Finland ("Proha"), in
relation to the common stock,  par value $0.001 per share (the "Common  Stock"),
of Opus360 Corporation, a Delaware corporation (the "Issuer"). Capitalized terms
used but not  defined  herein  have the  meaning  ascribed  to such terms in the
Statement.

Item 4.   Purpose of the Transaction

          The  prior  responses  to this  item set  forth in the  Statement  are
deleted in their entirety and replaced by the following:

          "(a) - (j)  Pursuant  to the  terms of the Share  Exchange  Agreement,
dated  April 11,  2001,  by and among the  Issuer and Proha  (the  "April  Share
Exchange  Agreement"),  as amended by the First  Amendment to the Share Exchange
Agreement,  dated July 10, 2001 (the "First  Amendment",  and together  with the
April Share Exchange Agreement,  the "Share Exchange Agreement"),  Proha entered
into a Voting Agreement on April 11, 2001 (the "Stockholder  Voting  Agreement")
with Ari  Horowitz  (the  "Stockholder").  Pursuant  to the  Stockholder  Voting
Agreement,  the  Stockholder  granted  Proha an  irrevocable  proxy (the  "Proha
Irrevocable  Proxy")  which  appointed  Proha  as the  Stockholder's  proxy  and
attorney-in-fact  with full power of substitution,  to vote all shares of Common
Stock owned by the  Stockholder  for the  purposes  described  below.  The Proha
Irrevocable  Proxy does not give  ownership  of the shares of Common Stock owned
directly or  indirectly  by the  Stockholder  to Proha and is subject to certain
limitations,  as set  forth  in the  Stockholder  Voting  Agreement.  The  Proha
Irrevocable  Proxy will  terminate  and be of no further force and effect on the
earlier to occur of (i) the Second  Closing (as defined  below),  (ii) September
30, 2001, and (iii) the termination of the Share Exchange  Agreement pursuant to
the terms thereof.  The  Stockholder  Voting  Agreement is filed as Exhibit 10.1
hereto.  Simultaneously with the execution of the First Amendment, Proha entered
into the Voting Agreement by and between Proha and the  Stockholder,  dated July
31,  2001 (the  "Proha  Voting  Agreement"),  the form of which was filed by the
Issuer  as  Exhibit  10.1 to the  Current  Report  on Form  8-K  with  the  U.S.
Securities and Exchange Commission (the "SEC") on July 12, 2001 (SEC file number
000-29793) and is incorporated herein by reference. Pursuant to the terms of the
Proha Voting Agreement,  Proha granted the Stockholder an irrevocable proxy (the
"Stockholder  Irrevocable  Proxy") which  appointed the  Stockholder  as Proha's
proxy and attorney-in-fact with full power of substitution to vote all shares of
Common Stock owned by Proha for the purposes  described  below.  The Stockholder
Irrevocable  Proxy does not give  ownership  of the shares of Common Stock owned
directly or  indirectly  by Proha to the  Stockholder  and is subject to certain
limitations,  as set  forth  in the  Proha  Voting  Agreement.  The  Stockholder
Irrevocable  Proxy will  terminate  and be of no further force and effect on the
earlier to occur of (i) the Second Closing and (ii) the termination of the Share
Exchange Agreement pursuant to the terms thereof.

                                  Page 3 of 11

          On April 11, 2001,  Proha and the Issuer  entered into the April Share
Exchange Agreement,  which was filed by the Issuer as Exhibit 2.1 to the Current
Report on Form 8-K by the Issuer with the SEC on April 12, 2001 (SEC file number
000-29793)  and is  incorporated  herein by  reference,  as amended by the First
Amendment  which was filed by the Issuer as Exhibit 2.1 to the Current Report on
Form 8-K with  the SEC on July 12,  2001  (SEC  file  number  000-29793)  and is
incorporated  herein by reference.  Pursuant to the Share Exchange Agreement and
subject to the terms and  conditions  set forth  therein,  the Issuer  issued to
Proha  73,938,702  shares of Common Stock (the "First Tranche") on July 31, 2001
(the "First Closing Date") which  represented  approximately  37.1% of the total
number of shares of Common Stock the Issuer is obligated to issue to Proha under
the Share Exchange  Agreement.  In  consideration  for the issuance of the First
Tranche on the First Closing Date, Proha assigned,  transferred and delivered to
the Issuer,  and the Issuer  accepted  delivery at the First Closing (as defined
below)  of all of the  issued  and  outstanding  shares of  Artemis  Acquisition
Corporation,  a Delaware corporation and a wholly-owned subsidiary of Proha (the
"Artemis  Shares").  The  consummation  of such  transactions  are  collectively
referred  to herein  as the  "First  Closing".  Pursuant  to the Share  Exchange
Agreement and subject to the terms and conditions  set forth therein  (including
approval by the  stockholders  of the Issuer),  the Issuer shall issue and Proha
shall  accept from the Issuer on the Second  Closing  Date (as defined  below) a
number of shares of Common  Stock (the "Second  Tranche")  which shall equal (x)
80% of the Common Stock on a  fully-diluted  basis as of the First Closing Date,
less (y) the sum of the  First  Tranche  and any other  shares  of Common  Stock
issued to Proha prior to the Second Closing Date.  Based on the number of shares
of Common Stock  outstanding as of July 31, 2001 (and after giving effect to the
First Closing),  the Issuer is obligated to issue 125,311,458  additional shares
of Common Stock at the Second Closing.  In consideration for the issuance of the
Second  Tranche on the Second  Closing Date,  Proha shall  assign,  transfer and
deliver to the Issuer, and the Issuer shall take delivery at the Second Closing,
of (i) a number  of  shares  of  Intellisoft  Oy, a  Finnish  corporation  and a
wholly-owned  subsidiary of Proha,  equal to 19.9% of the issued and outstanding
shares of Intellisoft Oy on a fully-diluted  basis (the  "Intellisoft  Shares"),
and (ii) a number  of  shares  of  Accountor  Oy, a  Finnish  corporation  and a
wholly-owned  subsidiary  of  Proha,   representing  19.9%  of  the  issued  and
outstanding  shares of Accountor  Oy on a  filly-diluted  basis (the  "Accountor
Shares",  and together with the Artemis Shares and the Intellisoft  Shares,  the
"Exchanged  Shares").  The  consummation  of such  transactions  is collectively
referred  to  herein  as the  "Second  Closing"  and  the  date  on  which  such
transaction  are to be consummated is referred to herein as the "Second  Closing
Date".

          The  consummation  of the Second  Closing is conditioned  upon,  among
other things, the receipt of the Stockholder  Approval (as defined below). As of
July 31,  2001,  Proha has  sufficient  voting  power to grant  the  Stockholder
Approval.

          Pursuant to the Share Exchange Agreement, the Stockholder entered into
the Stockholder  Voting Agreement whereby the Stockholder agreed to (i) vote the
Stockholder's  shares of Common Stock in favor of the transactions  contemplated
by the Share Exchange Agreement at a meeting of the Issuer's stockholders called
for the purpose of securing  approval of the  transactions  contemplated  by the
Share Exchange Agreement by the Issuer's  stockholders,  including the amendment
and  restatement of the Issuer's  certificate of  incorporation  to increase the
Issuer's  authorized  Common Stock in order to permit the issuance of the Second
Tranche  (the  "Stockholder  Approval"),   (ii)  vote  against  any  alternative
transactions and certain extraordinary

                                  Page 4 of 11

transactions  involving  a  reorganization  of the  Issuer  or a sale  of all or
substantially  all of the  assets  of the  Issuer,  (iii)  vote in  favor of the
issuance  of  Common  Stock at the  Second  Closing,  and (iv)  vote in favor of
Prohas's  nominees to the Issuer's  Board of Directors.  In  furtherance  of the
foregoing,  the Stockholder has granted to Proha the Proha  Irrevocable Proxy to
vote the  Stockholder's  shares of Common  Stock as described  above.  The Proha
Irrecovable Proxy is granted only to secure the performance of the duties of the
Stockholder pursuant to the Stockholder Voting Agreement.  On July 31, 2001, the
Stockholder  owned 3,333,351 shares of Common Stock  representing  approximately
2.7% of the issued and  outstanding  shares of Common  Stock as of July 31, 2001
(based on the Issuer's  representations  in the Share Exchange Agreement and the
Stockholder Voting Agreement and after giving effect to the First Closing).

          Pursuant to the Stockholder  Voting Agreement,  the Stockholder agreed
not to (i) take any actions  inconsistent  with the  obligations and commitments
assumed by Proha pursuant to the  Stockholder  Voting  Agreement,  including any
actions  involving an alternative  transaction,  and (ii) directly or indirectly
sell,  transfer,  assign or  encumber  any shares of Common  Stock  owned by the
Stockholder prior to the Second Closing.

          Pursuant to the Proha Voting Agreement,  the Stockholder agreed to (i)
vote the shares of Common Stock owned by Proha for the purpose of effecting  the
Stockholder Approval,  (ii) vote against any alternative transaction and certain
extraordinary transactions involving a reorganization of the Issuer or a sale of
all or substantially  all of the assets of the Issuer and (iii) vote against any
action that would materially  adversely affect the transactions  contemplated by
the Share Exchange Agreement. In furtherance of the foregoing, Proha has granted
to the  Stockholder  the  Stockholder  Irrevocable  Proxy to vote the  shares of
Common  Stock owned by Proha as described  above.  The  Stockholder  Irrecovable
Proxy is granted only to secure the  performance of the duties of Proha pursuant
to the Proha Voting  Agreement.  On July 31, 2001, Proha owned 73,938,702 shares
of Common Stock representing  approximately  59.7% of the issued and outstanding
shares  of  Common   Stock  as  of  July  31,  2001   (based  on  the   Issuer's
representations  in the Share Exchange  Agreement and after giving effect to the
First Closing).

          Pursuant to the Proha Voting  Agreement,  Proha agreed not to (i) take
any actions  inconsistent  with the obligations  and commitments  assumed by the
Stockholder  pursuant  to the Proha  Voting  Agreement,  including  any  actions
involving an  alternative  transaction  and (ii)  directly or  indirectly  sell,
transfer,  assign or encumber any shares of Common Stock owned by Proha prior to
the Second Closing.

          The Share Exchange  Agreement contains certain  restrictive  covenants
(subject to certain  exceptions)  with respect to the conduct of the business of
the Issuer  from the date of the Share  Exchange  Agreement  through  the Second
Closing,  pursuant to which the Issuer has agreed,  among other things,  without
the prior written consent of Proha,  not to (i) declare and pay dividends,  (ii)
issue or sell any of its  securities  or make any other  changes in its  capital
structure,  (iii)  amend its  charters  or bylaws,  and (iv) enter into  certain
material transactions.

          As of July 31, 2001, in accordance with the Share Exchange  Agreement,
the  composition  of the Board of Directors of the Issuer was changed to consist
of 8 members,  5 of which are nominees of Proha.  Pursuant to the Share Exchange
Agreement,  the Issuer's Board of

                                  Page 5 of 11

Directors will be adjusted as follows: so long as Proha, or any Proha successor,
beneficially  owns at least  (i) 50% of the  aggregate  issued  and  outstanding
shares of Common Stock, the Issuer's Board of Directors shall include 5 nominees
of Proha,  (ii) 33.33% but less than 50% of the aggregate issued and outstanding
shares of Common Stock, the Issuer's Board of Directors shall include 4 nominees
of  Proha,  and  (iii) 10% but less than  33.33%  of the  aggregate  issued  and
outstanding  shares of Common  Stock,  the  Issuer's  Board of  Directors  shall
include 3 nominees of Proha. Prior to the earlier to occur of the Second Closing
or the termination of the Share Exchange Agreement,  a committee of the Board of
Directors of the Issuer will be established and will be composed of directors of
the Issuer other than  directors  that have been nominated by Proha (the "Issuer
Directors  Committee").  Without the  majority  consent of the Issuer  Directors
Committee,  Proha will not cause the Issuer to breach any of its covenants under
the Share  Exchange  Agreement  and  related  documents,  waive  any of  Proha's
obligations  under  the  Share  Exchange  Agreement  or issue or  authorize  any
agreements,  obligations or  commitments  relating to shares of capital stock of
the Issuer.

          The Share Exchange Agreement may be terminated (i) by mutual agreement
of the parties at any time, provided that after the First Closing such agreement
include the consent of the Issuer Directors  Committee,  (ii) by either party if
Stockholder  Approval has not been  obtained by December 15, 2001 (except if the
failure to obtain  Stockholder  Approval  is due to Proha's  breach of the Proha
Voting  Agreement,  in which case  Proha may not  terminate  the Share  Exchange
Agreement),  (iii) by either party if a court of competent  jurisdiction  or any
governmental  authority shall have issued an order  prohibiting the transactions
contemplated by the Share Exchange Agreement, (iv) by the Issuer if the Board of
Directors of Proha fails to recommend  to Proha's  stockholders  approval of the
Share  Exchange  Agreement  and the  transactions  contemplated  thereby,  Proha
breaches  certain  representations  and warranties,  or Proha breaches the Proha
Voting  Agreement,  and (v) by Proha if, prior to the First  Closing  Date,  the
Issuer's Board of Directors  approves an  alternative  transaction or the Issuer
materially violates certain covenants.

          If the Share  Exchange  Agreement is terminated by Proha or the Issuer
prior to the Second Closing under the circumstances  described in clause (ii) in
the  preceding  paragraph  and (i)  Proha  has not  breached  the  Proha  Voting
Agreement,  (ii) an  alternative  transaction  has been  proposed  and  publicly
announced  to the  Issuer's  stockholders  after July 10,  2001 and prior to the
Issuer's  stockholders meeting, and (iii) within twelve months after the date of
such termination the Issuer enters into a binding agreement with respect to such
alternative  transaction,  the Issuer is obligated  to  reimburse  Proha for its
out-of-pocket  expenses incurred in connection with the Share Exchange Agreement
and is obligated to pay Proha a termination fee of up to $250,000.

          If the Share  Exchange  Agreement is terminated by Proha or the Issuer
prior to the Second Closing under the circumstances  described in clause (ii) of
the second  preceding  paragraph  and Proha has not  breached  the Proha  Voting
Agreement,  then (i) the Issuer will deliver to Proha a number of Artemis shares
equal to the  number  of  Artemis  Shares  received  by the  Issuer at the First
Closing  multiplied by a fraction  where the numerator is the Second Tranche and
the denominator is the sum of the number of shares of Common Stock issued in the
First Tranche and to be issued in the Second Tranche and (ii) Proha will deliver
to the Issuer a number of Intellisoft Shares and Accountor Shares equal to 19.9%
of the issued and  outstanding  Intellisoft  Shares  and  Accountor  Shares on a
fully-diluted   basis  (calculated  as  if  the  Second


                                  Page 6 of 11

Closing had occurred) multiplied by a fraction where the numerator is the sum of
the First  Tranche and any other shares of Common Stock issued to Proha prior to
termination  of the Share Exchange  Agreement and the  denominator is the sum of
the  number  of shares of Common  Stock  issued in the First  Tranche  and to be
issued in the Second Tranche.

          Pursuant  to the Share  Exchange  Agreement,  Proha  shall  exercise a
purchase  option  within  90 days  following  January  1,  2002 to  acquire  the
remaining and outstanding  shares of Artemis  International GmbH pursuant to the
Share Option Agreement,  dated December 4, 2000, by and between Proha and Holger
Blumenthal and David Thomson.  Proha shall transfer such shares to the Issuer at
no additional consideration.

          Pursuant to the Share Exchange Agreement, Proha and the Issuer entered
into a  Registration  Rights  Agreement at the First Closing (the  "Registration
Rights  Agreement").  The Registration  Rights Agreement grants to Proha and its
assignees (the  "Holders") the right to require the Issuer to register for offer
and sale  under the  Securities  Act of 1933 all or a portion  of the  shares of
Common  Stock  acquired by Proha  under the Share  Exchange  Agreement  or other
securities  of the Issuer  subsequently  acquired  by Proha  (collectively,  the
"Registerable Securities").  In addition, a majority of Holders may request that
the Issuer effect a shelf registration on Form S-3, if eligible, covering all or
a portion of the Registerable Securities then outstanding. The Holders also have
the right, subject to certain  limitations,  to request the Issuer include their
respective  Registerable  Securities in a registration  undertaken by the Issuer
for its own behalf or on behalf of any of its other  stockholders.  All requests
for registrations are subject to customary terms and conditions.  The Issuer has
agreed to pay all  registration  expenses  incurred by it in connection with the
exercise  of  registration  rights  by  the  Holders.  The  Registration  Rights
Agreement is filed as Exhibit 10.2 hereto.

          The  description  of each of the  agreements  herein are  qualified in
their  entirety by  reference to such  agreements,  copies of which are filed as
Exhibits  hereto or are  incorporated  by  reference  from other  filings of the
Issuer with the SEC.

          Other  than as  described  herein,  Proha  nor,  to the  best if their
knowledge, any of the individuals referred to in Item 2, has any present plan or
proposal  which  relates to, or could  result in the  occurrence  of, any of the
events  referred to in  subparagraphs  (a) through (j) of Item 4 of Schedule 13D
(although they reserve the right to develop such plans)."

Item 5.  Interest in Securities of the Issuer

          The  prior  responses  to this  item set  forth in the  Statement  are
deleted in their entirety and replaced by the following:

          "(a)  Proha's  beneficial  ownership  of  73,938,702  shares of Common
Stock,  as a result  of its  acquisition  of Common  Stock at the First  Closing
pursuant to the Share Exchange Agreement,  constitutes  beneficial  ownership of
approximately 59.7% of the total number of shares of outstanding Common Stock as
of July 31, 2001 (based on the Issuer's  representations  in the Share  Exchange
Agreement).  In addition, as a result of the execution of the Stockholder Voting
Agreement, Proha may be deemed to be the beneficial owner of 3,333,351 shares of

                                  Page 7 of 11

Common Stock,  which would represent  approximately 2.7% of the shares of issued
and  outstanding  Common  Stock  as of July  31,  2001  (based  on the  Issuer's
representations  in the Share  Exchange  Agreement  and the  Stockholder  Voting
Agreement),  which,  when aggregated with the 73,938,702  shares of Common Stock
acquired by Proha at the First  Closing,  constitutes  beneficial  ownership  by
Proha of approximately 62.4% of the total number of shares of outstanding Common
Stock  as of July 31,  2001  (based  on the  Issuer's  representations  in Share
Exchange Agreement and Stockholder Voting Agreement).  Proha expressly disclaims
beneficial  ownership  of the shares of Common  Stock  which are  subject to the
Stockholder Voting Agreement.

          (b) In respect of the shares of Common  Stock  Proha  acquired  at the
First Closing pursuant to the Share Exchange  Agreement,  Proha has shared power
to vote or to direct to vote 73,938,702 shares of Common Stock, which represents
approximately  59.7% of the shares of issued and outstanding  Common Stock as of
July 31,  2001  (based on the  Issuer's  representations  in the Share  Exchange
Agreement),  with the Stockholder pursuant to the Proha Voting Agreement.  Proha
does not have the power to dispose or direct the  disposition  of such shares of
Common Stock pursuant to the Proha Voting Agreement. In respect of the shares of
Common Stock subject to the Stockholder Voting Agreement, Proha has shared power
to vote or to direct to vote 3,333,351 shares of Common Stock,  which represents
approximately  2.7% of the shares of issued and  outstanding  Common Stock as of
July 31,  2001  (based on the  Issuer's  representations  in the Share  Exchange
Agreement and the Stockholder  Voting  Agreement),  with the Stockholder.  Proha
does not have any power to  dispose  or direct  the  disposition  of any of such
shares of Common  Stock.  Proha has total shared  voting power to direct to vote
77,272053 shares of Common Stock,  which represents  approximately  62.4% of the
shares of issued and outstanding  Common Stock as of July 31, 2001 (based on the
Issuer's  representations  in the Share Exchange  Agreement and the  Stockholder
Voting Agreement).

          (c) Except as  described  herein,  neither  Proha nor,  to the best of
Proha's knowledge, any of the persons referred to in Schedule I attached hereto,
beneficially  owns or has  acquired or  disposed  of any shares of Common  Stock
since April 23, 2001.

          (d) Not applicable.

          (e) Not applicable."

Item 6.   Contracts, Arrangements,  Understandings or Relationships with Respect
          to Securities of the Issuer

          The prior responses to this item set forth in the Statement are hereby
amended  and  supplemented  by adding the  following  below the final  paragraph
thereof:

          "Registration Rights Agreement.  The Holders have certain registration
rights pursuant to the  Registration  Rights  Agreement,  including the right to
require that the Issuer register for offer or sale,  under the Securities Act of
1933, their respective Registerable Securities.  Additionally, a majority of the
Holders may request that the Company effect a shelf  registration,  if eligible,
of the  Registerable  Securities  then  outstanding.  The Holders  also have the

                                  Page 8 of 11

right, subject to certain limitations,  to request that the Issuer include their
respective Registerable Securities in a registration undertaken by the Issuer on
its behalf or on behalf of any of its other stockholders.  The Issuer has agreed
to pay all the registration expenses incurred in connection with the exercise of
registration rights by the Holders. All requests for registration are subject to
customary terms and conditions."

Item 7.   Material to be filed as Exhibits

          The prior responses to this item set forth in the Statement are hereby
amended and supplemented by adding the following:

"10.2     Registration  Rights  Agreement,  dated July 31, 2001,  by and between
          Proha Plc and Opus360 Corporation"

                                  Page 9 of 11

                                    SIGNATURE


          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

Dated:  July 31, 2001




                                              PROHA PLC



                                              By: /s/ Pekka Pere
                                                 -------------------------------
                                                 Name: Pekka Pere
                                                 Title: Chief Executive Officer

                                 Page 10 of 11

                                  EXHIBIT INDEX



          The Exhibit Index of the Statement is hereby amended and  supplemented
by adding the following:

"10.2     Registration  Rights  Agreement,  dated July 31, 2001,  by and between
          Proha Plc and Opus360 Corporation"

                                 Page 11 of 11