TECHSYS INC
PURCHASE AGREEMENT DATED AUGUST 31, 2000
<DOCUMENT>
<TYPE>EX-10.54
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>PURCHASE AGREEMENT DATED AUGUST 31, 2000
<TEXT>



                               PURCHASE AGREEMENT

         THIS PURCHASE  AGREEMENT (this  "Agreement") is made as of the 31st day
of August, 2000, by and between TECHSYS, INC., a New Jersey corporation with its
principal  executive offices located at 44 Aspen Drive,  Livingston,  New Jersey
07039 (the  "Purchaser")  and  TECHNOLOGY  KEIRETSU,  LLC a New  Jersey  limited
liability  company,  with its principal  executive offices located at 35 Airport
Road, Suite 340, Morristown, New Jersey 07950 (the "Seller").  Capitalized terms
used in this  Agreement  but not  defined  upon their first usage are defined in
Section 9.1, unless otherwise noted.

         The parties hereto, intending to be legally bound, agree as follows:

                                    ARTICLE 1

                      PURCHASE AND SALE OF MEMBERSHIP UNITS

         1.1 Purchase.  Subject to the terms and conditions  hereof,  the Seller
shall sell to the Purchaser,  and the Purchaser  shall purchase from the Seller,
(the "Sale") 214,286  membership  units of the Seller,  which  membership  units
currently  constitute  approximately a 3% ownership  interest in the Seller (the
"Total  Units").  The closing of 142,857  units of the Total Units (the "Initial
Units") shall occur on the First Closing Date (as defined  herein).  The closing
of 71,429 units of the Total Units (the  "Subsequent  Units") shall occur on the
Second Closing Date (as defined herein).

         1.2 Form of Payment.  The  purchase  price for the Total Units shall be
$500,000 and 66,666 shares (the "Shares") of the  Purchaser's  common stock,  no
par value per share (the "Common  Stock").  On the First Closing  Date,  (a) the
Purchaser  shall  deliver to the Seller  $250,000  in cash or other  immediately
available  U.S.  funds and  certificates  representing  the Shares,  and (b) the
Seller shall  deliver to the  Purchaser  certificates  representing  the Initial
Units.  On  the  Second  Closing  Date,  conditioned  on the  completion  of the
Financing,  (i) the Purchaser  shall  deliver to the Seller  $250,000 in cash or
other immediately  available U.S. funds and (ii) the Seller shall deliver to the
Purchaser certificates representing the Subsequent Units.

         1.3      Closing Dates.

                  (a) First  Closing  Date.  The first  closing of the Sale will
take  place no later than  September  11,  2000,  or such other time and date as
shall be mutually  agreed upon by the  Purchaser  and the Seller.  Such time and
date is herein called the "First Closing Date."

                  (b) Second  Closing Date.  The second closing of the Sale will
take place no later than the fifth  business day  following  the date the Seller
completes the Financing, or such other time and date as shall be mutually agreed
upon by the  Purchaser  and the  Seller,  unless the Seller  cancels  the Second
Closing  pursuant to Article 7. Such time and date is herein  called the "Second
Closing Date."

                  (c)  Closing.  The First  Closing  and the Second  Closing are
herein each called, individually, a "Closing" and, collectively, the "Closings."
Each Closing shall occur at the offices of Pitney, Hardin, Kipp & Szuch LLP, 200
Campus Drive,  Florham  Park,  New Jersey,  or at such other  location as may be
agreed upon by the parties.

                                    ARTICLE 2

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

         The Purchaser represents and warrants that:


         2.1 Organization and Qualification. The Purchaser is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
New Jersey.  The Purchaser has all  requisite  corporate  power and authority to
carry on its business as described in the Purchaser Reports (as defined herein).
The Purchaser is duly  qualified as a foreign  corporation to do business and is
in good standing in every  jurisdiction where the failure to so qualify or be in
good standing would materially adversely affect its business.

         2.2  Capitalization.  The  authorized  capital  stock of the  Purchaser
consists of 20,000,000  shares of Common Stock and 5,000,000 shares of preferred
stock. As of August 29, 2000, there were:

                  (a)      3,836,878 shares of Common Stock outstanding,

                  (b)      9,966,100   shares  of  Common  Stock   reserved  for
                           issuance pursuant to outstanding  securities that are
                           convertible into or exchangeable for shares of Common
                           Stock, and

                  (c)      3,500,000 shares reserved for issuance under the 2000
                           Incentive Compensation Plan.

Except for interests pursuant to which shares have been reserved for issuance as
set forth in the  preceding  sentence,  there are no  outstanding  or authorized
options,  warrants,  purchase rights,  subscription  rights,  conversion rights,
exchange  rights or other  contracts  or  commitments  that  could  require  the
Purchaser to issue,  sell or otherwise  cause to become  outstanding  any of its
capital stock or equity  interests or other  instruments  convertible  into such
interests.

         2.3   Authorization;   Binding  Effect;  No  Breach.   The  Purchaser's
execution,  delivery and performance of each Transaction Document to which it is
a party has been duly authorized by it. Each  Transaction  Document to which the
Purchaser is a party constitutes a valid and binding obligation of the Purchaser
which is enforceable  against the Purchaser in accordance with its terms, except
to the extent that such validity or enforceability may be subject to or affected
by  any  bankruptcy,  insolvency,  reorganization,  moratorium,  liquidation  or
similar laws relating to, or affecting  generally the enforcement of, creditors'
rights or remedies of creditors  generally,  or by other equitable principles of
general application. The execution, delivery and performance by the Purchaser of
the  Transaction  Documents  to  which  it is a party  do not and  will  not (a)
conflict with or result in a breach of the terms,  conditions or provisions  of,
(b)  constitute a default  under,  (c) result in a violation of, (d) require any
authorization, consent, approval, exemption or other action by or declaration or
notice to any Government  Entity pursuant to, or (e) create any Lien under,  the
charter  or bylaws  of the  Purchaser  or any  agreement,  instrument,  or other
document,  or any Legal  Requirement,  to which the  Purchaser is, or any of its
assets are, subject.

         2.4 Validity of the Shares.  The Shares are duly  authorized,  reserved
for  issuance  and will,  when issued in  accordance  with the terms  hereof and
thereof, be validly issued, fully paid and non-assessable, free and clear of all
Liens and any pre-emptive rights of the shareholders of the Purchaser.

         2.5  Governmental  Filings.  Except  for the  filing  of an  Additional
Listing  Application with The Nasdaq Stock Market,  Inc. and a Notice of Sale of
Securities Pursuant to Regulation D on Form D with the SEC, no notices,  reports
or other  filings are  required to be made by the  Purchaser  with,  nor are any
consents,  registrations,  approvals,  permits or authorizations  required to be
obtained by the Purchaser  from,  any Government  Entity in connection  with the
execution and delivery of this  Agreement by the Purchaser and the  consummation
of the transactions  contemplated by the Transaction Documents.  Attached hereto
as Exhibit  A-1 is a  certificate  by the  Seller  certifying  that,  within the
meaning of the  Hart-Scott-Rodino  Antitrust  Improvement  Act of 1976 (the "HSR
Act"), the Seller is not a person with total assets or net sales of $100 million
or more,  and attached  hereto as Exhibit A-2 is a certificate  by the Purchaser
certifying  that,  within the  meaning of the HSR Act,  the  Purchaser  is not a
person with total assets of $10 million or more.

         2.6 Purchaser Reports;  Financial  Statements.  The Purchaser has filed
with the SEC each report,  proxy statement or information  statement required to
be filed by it since January 1, 2000 through the date hereof,  including (a) the
Purchaser's  Annual Report on Form 10-KSB for the year ended  December 31, 1999,
as amended,  (b) the Purchaser's  Quarterly Report on Form 10-Q for the calendar
quarter ended March 31, 2000, and (c) the Purchaser's  Quarterly  Report on Form
10-Q for the calendar quarter ended June 30, 2000 (collectively,  the "Purchaser
Reports"),  copies of which have been made  available  to the  Purchaser.  As of
their  respective  dates,  the  Purchaser  Reports  did not  contain  any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances  in which they were made, not misleading.  As of their  respective
dates, the consolidated  financial  statements included in the Purchaser Reports
complied as to form in all material  respects  with then  applicable  accounting
requirements  and the published  rules and  regulations  of the SEC with respect
thereto.  Each of the consolidated balance sheets included in or incorporated by
reference into the Purchaser Reports (including the related notes and schedules)
fairly presents in all material respects the consolidated  financial position of
the Purchaser and its  subsidiaries as of its date and each of the  consolidated
statements of income and of changes in cash flows included in or incorporated by
reference into the Purchaser Reports (including any related notes and schedules)
fairly  presents in all material  respects the results of operations and changes
in cash flows,  as the case may be, of the  Purchaser  for the periods set forth
therein (subject, in the case of unaudited  statements,  to the absence of notes
and normal  year-end audit  adjustments),  in each case in accordance with GAAP,
except as may be noted therein.

         2.7 Nasdaq  Listing.  The Common Stock is listed on the Nasdaq SmallCap
and the Purchaser has not received any notice from The Nasdaq Stock Market, Inc.
advising the  Purchaser of the  initiation  of any  delisting  proceedings  with
respect to the Common Stock.

         2.8 Absence of Certain  Changes.  Except as disclosed in the  Purchaser
Reports filed prior to the date hereof,  since January 1, 2000 the Purchaser has
conducted its business only in, and has not engaged in any material  transaction
other than in, the  ordinary  and usual course of its business and there has not
been any material adverse change in the financial condition, business, prospects
or results of  operations  of the  Purchaser  and its  Subsidiaries,  taken as a
whole, since January 1, 2000.

         2.9  Absence  of  Undisclosed   Liabilities.   The  Purchaser  and  its
Subsidiaries,  taken as a whole,  do not have any  material  liability  (whether
accrued, absolute, contingent,  unliquidated or otherwise, whether or not known,
whether due or to become due, and regardless of when  asserted)  other than: (a)
the liabilities  included on the latest balance sheet contained in the Purchaser
Reports (the "Latest Balance Sheet"),  (b) current liabilities which have arisen
in the ordinary  course of business and  consistent  with the  Purchaser's  past
practice  after  the  date of the  Latest  Balance  Sheet  (none  of  which is a
liability  resulting  from  breach  of  contract,   breach  of  warranty,  tort,
infringement,  violation  of law,  claim or  lawsuit),  all of which  have  been
disclosed to the Purchaser,  and (c) other liabilities and obligations expressly
disclosed in this Agreement or in any Transaction Document.

         2.10  Litigation.  There  are  no  civil,  criminal  or  administrative
actions, suits, claims, hearings,  investigations,  arbitrations, or proceedings
pending or, to the knowledge of the Purchaser,  threatened against the Purchaser
preventing, or which, if determined adversely to the Purchaser would prevent the
Purchaser from  consummating  the  transactions  contemplated by the Transaction
Documents or would have a material  adverse  effect on the financial  condition,
business,   prospects  or  results  of   operations  of  the  Purchaser  or  its
Subsidiaries, taken as a whole.

         2.11 Brokerage.  There is no claim for brokerage commissions,  finders'
fees or similar compensation in connection with the transactions contemplated by
the Transaction Documents which is binding upon the Purchaser.

         2.12  Disclosure.  Neither this Article 2 nor any  certificate or other
item delivered to the Purchaser by or on behalf of the Purchaser with respect to
the transactions  contemplated by the Transaction  Documents contains any untrue
statement of a material fact or omits a material fact which is necessary to make
any statement  contained  herein or therein,  in light of the  circumstances  in
which they were made, not misleading.

                                    ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

         The Seller represents and warrants that:


         3.1 Organization and  Qualification.  The Seller is a limited liability
company duly organized,  validly existing and in good standing under the laws of
the State of New Jersey.  The Seller has all  requisite  power and  authority to
carry on its business as presently conducted. The Seller is duly qualified to do
business and is in good standing in every other  jurisdiction  where the failure
to so qualify  or be in good  standing  would  materially  adversely  affect its
business.

         3.2  Capitalization.  The Seller has authorized  10,000,000  membership
units,  of  which  7,140,616  are  outstanding.  There  are  no  outstanding  or
authorized purchase rights,  subscription  rights,  conversion rights,  exchange
rights or other contracts or commitments that could require the Seller to issue,
sell or otherwise  cause to become  outstanding  any of its membership  units or
equity interests or other instruments convertible into such interests.

         3.3 Authorization;  Binding Effect; No Breach. The Seller's  execution,
delivery and performance of each Transaction Document to which it is a party has
been duly authorized by it. Bruce  Flitcroft is the chief  executive  manager of
the Seller (the "Chief Executive Manager") and the Seller hereby represents that
the Chief Executive Manager is duly authorized to execute and deliver, on behalf
of the Seller,  each Transaction  Document to which the Seller is a party.  Each
Transaction  Document  to which the  Seller is a party  constitutes  a valid and
binding  obligation  of the Seller  which is  enforceable  against the Seller in
accordance  with  its  terms,  except  to  the  extent  that  such  validity  or
enforceability  may be subject to or  affected  by any  bankruptcy,  insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally  the  enforcement  of,  creditors'  rights or  remedies  of
creditors  generally,  or by other equitable  principles of general application.
The  execution,  delivery  and  performance  by the  Seller  of the  Transaction
Documents to which it is a party do not and will not (a) conflict with or result
in a breach of the terms,  conditions or provisions of, (b) constitute a default
under, (c) result in a violation of, or (d) require any authorization,  consent,
approval,  exemption  or  other  action  by or  declaration  or  notice  to  any
Government  Entity  pursuant  to,  the  charter  or bylaws of the  Seller or any
agreement, instrument, or other document, or any Legal Requirement, to which the
Seller or any of its assets is subject.

         3.4  Validity  of the  Membership  Units.  The  Initial  Units  and the
Subsequent  Units are duly  authorized,  reserved for  issuance  and will,  when
issued in  accordance  with the terms hereof and thereof,  be validly  issued in
accordance  with the terms of the Seller's  Operating  Agreement  (the "Seller's
Operating  Agreement"),  free and clear of all Liens.  The Initial Units and the
Subsequent  Units  represent  the  rights,  title and  interest  in the  Seller,
including the right to a percentage  share of distributions of net cash flow and
net  proceeds  from  the  Seller  as well as the  right  to  participate  in the
management  and  affairs  of  the  Seller  pursuant  to the  Seller's  Operating
Agreement.

         3.5 Investment Purpose. The Seller is capable of evaluating the risk of
its  investment  in the  Shares  and is able to bear the  economic  risk of such
investment,  including a complete loss thereof, that it is purchasing the Shares
for its own  account and that the Shares are being  purchased  by the Seller for
investment  and not with a view to any resale or  distribution  thereof.  If the
Seller  should in the future  decide to dispose of the Shares (which it does not
now contemplate),  it is understood that the Seller may do so only in compliance
with the Securities Act and any applicable state blue sky or securities laws.

         3.6 Information. The Seller (a) has received and carefully reviewed the
Purchaser Reports,  and (b) has had the opportunity to ask questions and receive
answers from the Purchaser  concerning  the Purchaser  Reports and the terms and
conditions of the offering of the Shares to obtain any documents relating to the
Purchaser  which  are  publicly  available  and any  additional  information  or
documents relating to the Purchaser which the Purchaser possesses or can acquire
without unreasonable effort or expense.

         3.7 Seller Organizational  Documents;  Financial  Statements.  Attached
hereto as Exhibits B and C,  respectively,  are true and complete  copies of the
Seller's  Certificate of Formation and the Seller's Operating  Agreement,  as in
full force and effect as of the date  hereof.  The  Seller has  provided  to the
Purchaser  the  combined  balance  sheets  of  Alliant  Technologies,  Inc.  and
Affiliates as of December 31, 1999 and 1998 and the related combined  statements
of income and  equity  and cash  flows for the years  then  ended  (the  "Seller
Financial  Statements").  As of their  respective  dates,  the Seller  Financial
Statements  did not contain any untrue  statement of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements made therein,  in light of the circumstances in which they were made,
not misleading.  The combined  balance sheets included into the Seller Financial
Statements  (including  the related noted and  schedules)  fairly present in all
material respects the combined financial position of Alliant Technologies,  Inc.
and Affiliates as of its date. Each of the combined  statements of income and of
changes in cash flow included in the Seller Financial Statements  (including any
related notes and schedules) fairly present in all material respects the results
of  operations  and  changes  in cash  flows,  as the  case may be,  of  Alliant
Technologies,  Inc. and Affiliates  for the periods set forth  therein,  in each
case in accordance with GAAP, except as may be noted therein.

         3.8  Absence  of Certain  Changes.  Except as  disclosed  in the Seller
Financial  Statements,  since  January  1, 2000 the  Seller  has  conducted  its
business only in, and has not engaged in any material transaction other than in,
the  ordinary  and  usual  course  of its  business  and  there has not been any
material  adverse  change in the  financial  condition,  business,  prospects or
results of operations of the Seller since January 1, 2000.

         3.9 Absence of  Undisclosed  Liabilities.  The Seller does not have any
material  liability  (whether  accrued,  absolute,  contingent,  unliquidated or
otherwise, whether or not known, whether due or to become due, and regardless of
when asserted)  other than: (a) the  liabilities  included on the latest balance
sheet contained in the Seller Financial Statements (the "Latest Balance Sheet"),
(b) current liabilities which have arisen in the ordinary course of business and
consistent  with the Seller's past practice after the date of the Latest Balance
Sheet (none of which is a liability resulting from breach of contract, breach of
warranty, tort, infringement,  violation of law, claim or lawsuit), all of which
have been disclosed to the Seller,  and (c) other  liabilities  and  obligations
expressly disclosed in this Agreement or in any Transaction Document.

         3.10  Litigation.  There  are  no  civil,  criminal  or  administrative
actions, suits, claims, hearings,  investigations,  arbitrations, or proceedings
pending  or, to the  knowledge  of the  Seller,  threatened  against  the Seller
preventing,  or which,  if determined  adversely to the Seller would prevent the
Seller  from  consummating  the  transactions  contemplated  by the  Transaction
Documents or would have a material  adverse  effect on the financial  condition,
business, prospects or results of operations of the Seller.

         3.11 Brokerage.  There is no claim for brokerage commissions,  finders'
fees or similar compensation in connection with the transactions contemplated by
the Transaction Documents which is binding upon the Seller.

         3.12  Disclosure.  Neither this Article 3 nor any  certificate or other
item  delivered  to the Seller by or on behalf of the Seller with respect to the
transactions  contemplated  by the  Transaction  Documents  contains  any untrue
statement of a material fact or omits a material fact which is necessary to make
any statement  contained  herein or therein,  in light of the  circumstances  in
which they were made, not misleading.

                                    ARTICLE 4

                                    COVENANTS

         4.1      Confidentiality.

                  (a) Confidential  Information  exchanged  between the parties.
The  Purchaser  and the Seller have made,  or expect to make  available  to each
other  Confidential  Information (as defined herein) concerning their respective
businesses,  financial condition,  operations, assets, properties,  liabilities,
and prospects in connection with transactions  contemplated by this Agreement or
pursuant hereto. The term "Confidential  Information" shall mean all information
concerning  the  Furnishing  Party  or any of its  Subsidiaries  or  Affiliates,
whether  in  verbal,  visual,  written,  electronic  or other form which is made
available  by  the  Furnishing   Party  to  the  Receiving   Party  or  any  its
Representatives (as defined herein) and which the Furnishing Party identifies to
the Receiving Party, whether verbally or in writing, as being confidential.  The
term "Confidential Information" shall not apply to (i) any information which (A)
the  Receiving  Party can  establish by  convincing  evidence was already in its
rightful  possession  prior to the  disclosure  thereof to it by the  Furnishing
Party;  (B) was then  generally  known to the public other than as a result of a
disclosure by the Receiving Party or its Representative; (C) became known to the
public  through no fault of the  Receiving  Party;  or (D) was  disclosed to the
Receiving Party by a third-party who, to the Receiving  Party's  knowledge,  was
not bound by an obligation of  confidentiality;  or (ii)  information  disclosed
pursuant to a legal,  regulatory requirement or in accordance with an order of a
court of competent  jurisdiction,  provided that in the event of any  disclosure
required by this clause (ii),  the Receiving  Party will give  reasonable  prior
written notice of such disclosure to the Furnishing  Party, and disclosure under
this clause (ii) does not constitute the public  knowledge under clause (i). The
term   "Representative"   shall   mean  the   Receiving   Party's   agents   and
representatives,  including, without limitation, officers, directors, employees,
attorneys,  accountants and financial advisors. The Receiving Party acknowledges
that it has informed and hereafter shall inform its Representatives of the terms
of this Section 4.1. Any breach of this Section 4.1 by a  Representative  of the
Receiving Party shall be deemed to be a breach thereof by the Receiving Party.

                  (b) Use of Confidential Information.  Confidential Information
shall be (i) kept confidential,  (ii) used solely by the Receiving Party and its
Representatives,  (iii) used solely for the purposes specified by the Furnishing
Party at the time the Furnishing Party furnishes the Confidential Information to
the Receiving  Party,  and (iv) treated as the sole  property of the  Furnishing
Party.

                  (c) Equitable  Relief.  In addition to all other remedies that
may be  available to the  Furnishing  Party in  connection  with a breach by the
Receiving Party of its or its  Representative's  obligations  under this Section
4.1,  the  Furnishing  Party  shall be  entitled  to  specific  performance  and
injunctive  and other  equitable  relief with  respect to this  Section 4.1. The
Receiving  Party waives,  and agrees to use all reasonable  efforts to cause its
Representatives to waive, any requirement to secure or post a bond in connection
with any such relief.

         4.6 Securities  Laws. The Purchaser  shall timely file a Notice of Sale
of Securities Pursuant to Regulation D on Form D with respect to the Shares with
the SEC as  required  under  Regulation  D and to provide a copy  thereof to the
Seller promptly after such filing.

         4.7 Legends.  The Purchaser may endorse on all certificates  evidencing
the Shares a legend restricting their transfer that shall read as follows:  "The
securities  represented by this  certificate  have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") or the securities laws
of any state of the United States.  The securities  represented hereby have been
acquired for investment and may not be sold, transferred,  pledged,  assigned or
otherwise disposed of in the absence of an effective  registration statement for
the securities under the Securities Act or an opinion, if requested,  of counsel
satisfactory  to the  Purchaser  that  registration  is not  required  under the
Securities Act."

                                    ARTICLE 5

                                   CONDITIONS

         5.1  Conditions to  Obligations  of the Purchaser to Effect the Sale at
the First Closing and the Second  Closing.  The  obligations of the Purchaser to
effect the Sale at each Closing shall be subject to the fulfillment or waiver at
or prior to each Closing of the following conditions:

                  (a) Each  representation and warranty by the Seller (including
those  relating to equity holders of the Seller) set forth in Article 3 shall be
true and correct in all material respects as of the Closing.

                  (b) The Seller shall have  performed in all material  respects
each covenant or other obligation required to be performed by it pursuant to the
Transaction Documents prior to the each Closing.

                  (c) The consummation of the  transactions  contemplated by the
Transaction  Documents  shall  not be  prohibited  by any Legal  Requirement  or
subject  the Seller or any of its assets to any  penalty  or  liability  arising
under any Legal Requirement or imposed by any Government Entity.

                  (d)  No  action,  suit  or  proceeding  shall  be  pending  or
threatened  before any  Government  Entity the result of which could  prevent or
prohibit  the  consummation  of any  transaction  pursuant  to  the  Transaction
Documents,   cause  any  such   transaction  to  be  rescinded   following  such
consummation  or adversely  affect the Seller's  performance of its  obligations
pursuant  to  the  Transaction  Documents,  and  no  judgment,   order,  decree,
stipulation, injunction or charge having any such effect shall exist.

                  (e) All filings, notices, licenses, consents,  authorizations,
accreditation,  waivers,  approvals  and the like of, to or with any  Government
Entity  or any other  Person  that are  required  for the  Seller to effect  the
portion  of the  Sale  scheduled  for  such  Closing  or any  other  transaction
contemplated by the Transaction  Documents shall have been duly made or obtained
and the Seller shall have delivered copies thereof to the Purchaser.

                  (f)  The  Seller  shall  have  delivered  to the  Purchaser  a
certificate,  dated as of the Closing,  signed by the Chief Executive Manager of
the Seller stating that the conditions set forth in Sections  5.1(a) through (e)
have been satisfied.

                  (g) The Seller shall have delivered to the Purchaser a copy of
the  resolutions  duly  adopted  by  the  Directors   Committee  of  the  Seller
authorizing the Seller's execution,  delivery and performance of the Transaction
Documents to which the Seller is a party,  the Sale, and all other  transactions
contemplated  by the  Transaction  Documents,  as in effect as of each  Closing,
certified by the Chief Executive Manager of the Seller.

                  (h)  The  Seller  shall  have  delivered  to the  Purchaser  a
certificate (dated not more than five business days prior to the Closing) of the
Secretary  of State of the State of New  Jersey as to the good  standing  of the
Purchaser in New Jersey.

         5.2 Additional Conditions to Obligations of the Purchaser to Effect the
Sale at the First Closing.  The  obligations of the Purchaser to effect the Sale
at the First Closing shall be subject to the  fulfillment  or waiver at or prior
to the First Closing of the additional following conditions:

                  (a)  The  Seller  shall  have  delivered  to the  Purchaser  a
certificate evidencing the Initial Units.

         5.3 Additional Conditions to Obligations of the Purchaser to Effect the
Sale at the Second Closing.  The obligations of the Purchaser to effect the Sale
at shall be  subject  to the  fulfillment  or waiver  at or prior to the  Second
Closing of the following additional conditions:

                  (a) The Purchaser shall have completed the Financing.

                  (b)  The  Seller  shall  have  delivered  to the  Purchaser  a
certificate evidencing the Subsequent Units.

         5.4  Conditions to  Obligations of the Seller to Effect the Sale at the
First and  Second  Closings.  The  obligations  of the Seller to effect the Sale
shall be subject to the  fulfillment  or waiver at or prior to the First Closing
and the Second Closing of the following conditions:

                  (a) Each  representation  and  warranty of the  Purchaser  set
forth in Article 2 shall be true and correct in all material  respects as of the
each Closing.

                  (b)  The  Purchaser  shall  have  performed  in  all  material
respects  each  covenant  or other  obligation  required to be  performed  by it
pursuant to the Transaction Documents prior to each Closing.

                  (c) The consummation of the  transactions  contemplated by the
Transaction  Documents  shall  not be  prohibited  by any Legal  Requirement  or
subject  the  Purchaser  to any  penalty or  liability  arising  under any Legal
Requirement or imposed by any Government Entity.

                  (d)  No  action,  suit  or  proceeding  shall  be  pending  or
threatened  before any  Government  Entity the result of which could  prevent or
prohibit  the  consummation  of any  transaction  pursuant  to  the  Transaction
Documents,   cause  any  such   transaction  to  be  rescinded   following  such
consummation or adversely affect the Purchaser's  performance of its obligations
pursuant  to  the  Transaction  Documents,  and  no  judgment,   order,  decree,
stipulation, injunction or charge having any such effect shall exist.

                  (e) All filings, notices, licenses, consents,  authorizations,
accreditation,  waivers,  approvals  and the like of, to or with any  Government
Entity or any other  Person that are  required  for the  Purchaser to effect the
portion  of the  Sale  scheduled  for  such  Closing  or any  other  transaction
contemplated by the Transaction  Documents shall have been duly made or obtained
and the Purchaser shall have delivered copies thereof to the Seller.

                  (f)  The  Purchaser  shall  have  delivered  to the  Seller  a
certificate dated the Closing,  signed by the President of the Purchaser stating
that the  conditions  set  forth  in  Section  5.4 (a)  through  (e)  have  been
satisfied.

                  (g) The Purchaser shall have delivered to the Seller a copy of
the resolutions duly adopted by the Purchaser's  board of directors  authorizing
the Purchaser's execution, delivery and performance of the Transaction Documents
to which  the  Purchaser  is a  party,  the  Sale,  and all  other  transactions
contemplated  by the  Transaction  Documents,  as in effect  as of the  Closing,
certified by an officer of the Purchaser.

                  (h)  The  Purchaser  shall  have  delivered  to the  Seller  a
certificate (dated not more than five business days prior to the Closing) of the
Treasurer of the State of New Jersey as to the good standing of the Purchaser in
New Jersey.

         5.5  Additional  Conditions to  Obligations of the Seller to Effect the
Sale at the First Closing.  The  obligations of the Seller to effect the Sale at
the First Closing shall be subject to the  fulfillment  or waiver at or prior to
the First Closing of the following additional conditions:

                  (a) The Purchaser  shall have delivered to the Seller $250,000
in cash or other immediately available U.S. funds.

                  (b)  The  Purchaser  shall  have  delivered  to the  Seller  a
certificate representing the Shares.

                  (c) The Shares shall have been listed, or approved for listing
subject to issuance, on the Nasdaq SmallCap (or such other market or exchange on
which the Common Stock is then listed).

         5.6  Additional  Conditions to  Obligations of the Seller to Effect the
Sale at the Second Closings. The obligations of the Seller to effect the Sale at
the Second Closing shall be subject to the  fulfillment or waiver at or prior to
the Second Closing of the following conditions:

                  (a) The Purchaser shall have completed the Financing.

                  (b) The Purchaser  shall have delivered to the Seller $250,000
in cash or other immediately available U.S. funds.

                                    ARTICLE 6

                          SURVIVAL AND INDEMNIFICATION

         6.1      Survival of Representations, Warranties and Covenants.

                  (a)  Survival  Term.  All   representations,   warranties  and
covenants  contained  herein  or made in  writing  by any  party  in  connection
herewith  shall  survive the  execution  and delivery of this  Agreement and the
consummation  of  the  transactions   contemplated  hereby  (regardless  of  any
investigation  made by any party or on its  behalf)  and will  continue  in full
force and effect for:

                           (i)  perpetuity,  in the case of the  representations
and warranties in Sections 2.3, 2.4, 3.2 and 3.3; and;

                           (ii) for a period of two years  following the Closing
Date for all other representations and warranties set forth in Articles 2 and 3,
and for the covenant in Section 4.1.

                  (b) Special Rule for Fraud.  Notwithstanding  anything in this
Section  6.1 to the  contrary,  in the  event  of a  breach  by any  party  of a
representation  or warranty which breach is intentional,  or constitutes  fraud,
the representation or warranty that has been breached will survive the execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated hereby (regardless of any investigation made by any party or on its
behalf) and will  continue in full force and effect for six years  following the
Closing Date or the discovery of such fraud, whichever is later.

                  (c)  No  Waiver.   Neither  a  party's  participation  in  the
consummation  of any transaction  pursuant to any  Transaction  Document nor any
waiver of any condition to such  participation  (including  any condition that a
representation  or  warranty  of any  other  party  be true  and  correct)  will
constitute  a  waiver  by such  participating  party  of any  representation  or
warranty  of  any  party  or   otherwise   affect  the   survival  of  any  such
representation or warranty.

         6.2      Indemnification Obligations of the Purchaser.

                  (a)  Specific   Indemnifiable   Losses.   The  Purchaser  will
indemnify  the Seller and its  Affiliates,  shareholders,  officers,  directors,
employees,   agents,   representatives  and  permitted  successors  and  assigns
(collectively,  the "Seller  Indemnitees") in respect of, and save and hold each
Seller Indemnitee harmless against and pay on behalf of or reimburse each Seller
Indemnitee  as and  when  incurred,  any Loss  which  any  Purchaser  Indemnitee
suffers,  sustains  or becomes  subject to as a result of, in  connection  with,
relating or incidental to or by virtue of, without duplication:

                           (i)  subject to the  survival  provisions  of Section
6.1, any  misrepresentation  or breach of any  representation or warranty (other
than  intentional   misrepresentations   or  breaches  of  representations   and
warranties arising out of fraud) by the Purchaser set forth in this Agreement or
any certificate or other  instrument or document  furnished to the Seller by the
Purchaser pursuant to any Transaction Document;

                           (ii) any intentional  misrepresentation  or breach of
any  representation  or warranty arising out of fraud by the Purchaser set forth
in this Agreement or any certificate or other  instrument or document  furnished
to the Seller by the Purchaser pursuant to any Transaction Document; or

                           (iii) any nonfulfillment or breach of any covenant or
agreement of the Purchaser set forth in any Transaction Document.

                  (b) Limitation of Liability.  In no event, except with respect
to any claim  described  in Sections  6.2(a)(ii)  and 6.1(b) of this  Agreement,
shall any  indemnification  be made under Section 6.2 until the aggregate amount
of Losses with  respect to an  indemnity  obligation  of the  Purchaser  exceeds
$10,000,  then  indemnification  for such  obligation  shall be made to the full
extent of Losses in excess of $10,000.  In no event,  except with respect to any
claim described in Sections  6.2(a)(ii) and 6.1(b) of this Agreement,  shall the
indemnify  obligation  of the  Purchaser  under this  Agreement  exceed,  in the
aggregate, $750,000.

         6.3      Indemnification Obligations of the Seller.

                  (a) Specific  Indemnifiable  Losses. The Seller will indemnify
the Purchaser  and its  Affiliates,  members,  officers,  directors,  employees,
agents, representatives and permitted successors and assigns (collectively,  the
"Purchaser  Indemnitees")  in  respect  of,  and save and  hold  each  Purchaser
Indemnitee  harmless  against and pay on behalf of or reimburse  each  Purchaser
Indemnitee  as and  when  incurred,  any Loss  which  any  Purchaser  Indemnitee
suffers,  sustains  or becomes  subject to as a result of, in  connection  with,
relating to or by virtue of, without duplication:

                           (i)  subject to the  survival  provisions  of Section
6.1, any  misrepresentation  or breach of any  representation or warranty (other
than  intentional   misrepresentations   or  breaches  of  representations   and
warranties  arising out of fraud) by the Seller set forth in this  Agreement  or
any  certificate or other  instrument or document  furnished to the Purchaser by
the Seller pursuant to any Transaction Document;

                           (ii) any intentional  misrepresentation  or breach of
any  representation  or warranty arising out of fraud by the Seller set forth in
this  Agreement  or any  certificate  furnished  to the  Purchaser by the Seller
pursuant to any Transaction Document; or

                           (iii) any nonfulfillment or breach of any covenant or
agreement of the Seller set forth in any Transaction Document.

                  (b) Limitation of Liability.  In no event, except with respect
to any claim  described  in Sections  6.3(a)(ii)  and 6.1(b) of this  Agreement,
shall any  indemnification  be made under Section 6.2 until the aggregate amount
of Losses with respect to an indemnity obligation of the Seller exceeds $10,000,
then  indemnification  for such  obligation  shall be made to the full extent of
Losses (including the initial $10,000).  In no event, except with respect to any
claim described in Sections  6.3(a)(ii) and 6.1(b) of this Agreement,  shall the
indemnity  obligation  of  the  Seller  under  this  Agreement  exceed,  in  the
aggregate, $750,000.

         6.4      Indemnification Procedures.

                  (a)  Notice  of  Claim.   Any   Person   making  a  claim  for
indemnification  pursuant to Section 6.2 or Section 6.3 (an "Indemnified Party")
must  give the party  from whom  indemnification  is  sought  (an  "Indemnifying
Party")  written  notice  of such  claim  (an  "Indemnification  Claim  Notice")
promptly after the Indemnified  Party receives any written notice of any action,
lawsuit,  proceeding,  investigation or other claim (a "Proceeding")  against or
involving the Indemnified  Party by a Government  Entity or other third-party or
otherwise discovers the liability, obligation or facts giving rise to such claim
for indemnification;  provided, that the failure to notify or delay in notifying
an Indemnifying Party will not relieve the Indemnifying Party of its obligations
pursuant to Section 6.2 or Section 6.3, as applicable, except to the extent that
such failure actually harms the Indemnifying  Party.  Such notice must contain a
description  of the claim and the  nature and amount of such Loss (to the extent
that the nature and amount of such Loss is known at such time).

                  (b)  Control  of  Defense;  Conditions.  With  respect  to the
defense of any Proceeding  against or involving an Indemnified  Party in which a
Government  Entity or other third-party in question seeks only the recovery of a
sum of money for which  indemnification  is  provided  in Section 6.2 or Section
6.3, at its option an  Indemnifying  Party may  appoint as lead  counsel of such
defense any legal counsel selected by the  Indemnifying  Party;  provided,  that
before the Indemnifying Party assumes control of such defense it must first:

                           (i)  enter  into an  agreement  with the  Indemnified
Party (in form and substance  satisfactory to the Indemnified Party) pursuant to
which the Indemnifying Party agrees to be fully responsible (with no reservation
of any  rights  other  than the  right to be  subrogated  to the  rights  of the
Indemnified   Party)   for  all  Losses   relating   to  such   Proceeding   and
unconditionally  guarantees  the payment and  performance  of any  liability  or
obligation  which may arise with respect to such  Proceeding or the facts giving
rise to such claim for indemnification; and

                           (ii) furnish the Indemnified Party with evidence that
the Indemnifying Party, in the Indemnified Party's reasonable  judgment,  is and
will be able to satisfy any such liability.

                  (c)  Control  of  Defense;  Related  Matters.  Notwithstanding
Section 6.4(b):

                           (i)  the  Indemnified   Party  will  be  entitled  to
participate in the defense of such claim and to employ counsel of its choice for
such purpose at its own expense; provided, that the Indemnifying Party will bear
the reasonable fees and expenses of such separate  counsel incurred prior to the
date upon  which the  Indemnifying  Party  effectively  assumes  control of such
defense;

                           (ii) the  Indemnifying  Party will not be entitled to
assume control of the defense of such claim,  and will pay the  reasonable  fees
and expenses of legal counsel retained by the Indemnified Party, if

                                     (A)  the   Indemnified   Party   reasonably
believes that an adverse  determination  of such Proceeding  could be materially
detrimental to or injure the Indemnified  Party's  reputation or future business
prospects, or

                                     (B) a court of competent jurisdiction rules
that the  Indemnifying  Party has failed or is failing  to  prosecute  or defend
vigorously such claim; and

                           (iii) the  Indemnifying  Party must  obtain the prior
written consent of the Indemnified  Party (which the Indemnified  Party will not
unreasonably  withhold)  prior to entering into any  settlement of such claim or
Proceeding or ceasing to defend such claim or Proceeding.

                                    ARTICLE 7

                            TERMINATION/CANCELLATION

         7.1      Events of Termination/Cancellation.

                  (a)  Prior  to  the  First  Closing.  This  Agreement  may  be
terminated at any time prior to the First Closing:

                           (i) By mutual  consent of the Purchaser and the Chief
Executive Manager of the Seller;

                           (ii) By the Seller or the  Purchaser  in the event of
(i) a breach by the other  party of any  representation  or  warranty  contained
herein,  which  breach  has not been  cured  within 30 days  after the giving of
written  notice  to the  breaching  party  of  such  breach  and  which  breach,
individually  or in the aggregate when combined with other such breaches,  would
cause the  conditions  set forth in Section 5.2 or Section  5.3, as the case may
be, not to be met by the date of the First Closing or (ii) a material  breach by
the other party of any of the covenants or agreements  contained  herein,  which
breach has not been cured  within 30 days after the giving of written  notice to
the breaching party of such breach.

                  (b)  After  December  31,  2000.  The  Second  Closing  may be
canceled by the Seller  after  December  31, 2000 in the event that on or before
December  31, 2000 the  Purchaser  does not register the resale of the Shares on
Form S-3 under the Securities Act of 1933, as amended.

         7.2 Effect of Termination/Cancellation. In the event of the termination
of this Agreement  pursuant to Section 7.1(a),  this  Agreement,  except for the
provisions  of Section 4.1,  shall  become void and have no effect,  without any
liability on the part of any party or its directors,  officers or  shareholders.
In the event of the  cancellation  of the  Second  Closing  pursuant  to Section
7.1(b),  (i) the Seller shall redeem 71,428 units of the Initial Units, and (ii)
the Purchaser shall redeem the Shares.

                                    ARTICLE 8

                                  MISCELLANEOUS

         8.1  Waivers,  Amendments  to  be in  Writing.  No  waiver,  amendment,
modification or supplement of this Agreement will be binding upon a party unless
such waiver,  amendment,  modification or supplement is set forth in writing and
is executed by such party.

         8.2 Successors and Assigns.  Except as otherwise  expressly provided in
this  Agreement,  all covenants and agreements set forth in this Agreement by or
on behalf of the  Purchaser and the Seller will bind and inure to the benefit of
the respective  successors and assigns of the Purchaser and the Seller,  whether
so  expressed  or not.  This  Agreement  and  any of the  rights,  interests  or
obligations hereunder may not be assigned by the Purchaser or the Seller.

         8.3 Governing  Law. This Agreement will be governed by and construed in
accordance  with the domestic  laws of the State of New Jersey,  without  giving
effect to any  choice of law or  conflict  rule of any  jurisdiction  that would
cause the laws of any other  jurisdiction  to be applied.  In furtherance of the
foregoing,  the  internal  law of the  State  of New  Jersey  will  control  the
interpretation  and construction of this Agreement,  even if under any choice of
law or conflict of law analysis,  the substantive law of some other jurisdiction
would ordinarily apply.

         8.4 Jurisdiction. Each of the parties hereby (a) irrevocably submits to
the  exclusive  jurisdiction  of the state  courts  of, and the  federal  courts
located in, the State of New Jersey in any action or  proceeding  arising out of
or relating  to, this  Agreement,  (b) waives,  and agrees to assert,  by way of
motion, as a defense, or otherwise, in any such suit, action or proceeding,  any
claim that it is not subject  personally to the  jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution under
the law of another jurisdiction,  that the suit, action or proceeding is brought
in an inconvenient  forum,  that the venue of the suit,  action or proceeding is
improper or that this Agreement or the subject matter hereof may not be enforced
in or by such court, and agrees not to seek any review by any court of any other
jurisdiction which may be called upon to grant an enforcement of the judgment of
any such court.

         8.5      Notices.

                  (a)  All   demands,   notices,   communications   and  reports
("notices") provided for in this Agreement will be in writing and will be either
personally  delivered,  mailed by registered or certified  mail (return  receipt
requested) or sent by reputable  overnight  courier  service  (delivery  charges
prepaid) to any party at the address specified below, or at such address, to the
attention of such other Person, and with such other copy, as the recipient party
has  specified  by prior  written  notice to the sending  party  pursuant to the
provisions of this Section 8.5.

            If to the Seller:

            Technology Keiretsu, LLC
            35 Airport Road, Suite 340
            Morristown, New Jersey  07950
            Attention:  Bruce Flitcroft
            Facsimile Number:  (973) 267-5237

            with a copy, which will not constitute notice to the Seller, to:
            ----------------------------------------------------------------

            Nuzzi, Mason & Cabana, LLC
            104 Elcock Avenue
            Boonton, New Jersey  07005
            Attention: Brian Mason

            If to the Purchaser:

            TechSys, Inc.
            44 Aspen Drive
            Livingston, New Jersey  07039
            Attention:  President

            with a copy, which will not constitute notice to the Purchaser, to:
            -------------------------------------------------------------------

            Pitney, Hardin, Kipp & Szuch LLP
            200 Campus Drive
            P.O. Box 1945
            Morristown, New Jersey  07962-1945
            Attention:  Joseph Lunin
            Facsimile Number:  (973) 966-1550

                  (b) Any such  notice  will be deemed to have been  given  when
delivered  personally,  on the third business day after deposit postage pre-paid
in the  U.S.  mail,  or on the  business  day  after  deposit  with a  reputable
overnight courier service delivery charges pre-paid, as the case may be.

         8.6  Severability of Provisions.  If any provision of this Agreement is
held to be invalid for any reason whatsoever, then such provision will be deemed
severable  from the remaining  provisions  of this  Agreement and will in no way
affect the validity or enforceability of any other provision of this Agreement.

         8.7  Counterparts.  The parties may execute this  Agreement in separate
counterparts (no one of which need contain the signatures of all parties),  each
of which will be an original and all of which  together will  constitute one and
the same instrument.

         8.8  No  Third-Party  Beneficiaries.   Except  as  otherwise  expressly
provided in this  Agreement,  no Person which is not a party will have any right
or obligation pursuant to this Agreement.

         8.9 Headings.  The headings used in this  Agreement are for the purpose
of  reference  only and will not affect the  meaning  or  interpretation  of any
provision of this Agreement.

         8.10  Merger and  Integration.  Except as  otherwise  provided  in this
Agreement,  this  Agreement sets forth the entire  understanding  of the parties
relating to the subject matter  hereof,  and all prior  understandings,  whether
written or oral, are superseded by this Agreement.

         8.11 Transaction Expenses. The Purchaser and the Seller, whether or not
the Sale is consummated,  shall bear their own legal and other fees and expenses
with respect to the Sale.

         8.12 Further Assurances.  From and after the Closing, the Purchaser and
the Seller will,  and will cause their  respective  Affiliates  to,  execute all
documents  and take any other  action  which they are  reasonably  requested  to
execute or take to  further  effectuate  the  transactions  contemplated  by the
Transaction Documents.

         8.13  Announcements.  The Seller and the Purchaser shall have the right
to review  any press  release  or other  public  statement  with  respect to the
transactions  contemplated  by this  Agreement  for a reasonable  period of time
before  issuance  thereof;  provided,  however,  that  the  Purchaser  shall  be
entitled, without the prior approval of the Seller, to make any press release or
other  public  statement  with  respect to such  transactions  as is required by
applicable  law and  regulations  (although the Seller shall be consulted by the
Purchaser in connection  with any such press  release or other public  statement
prior to its release and shall be provided  with a copy  thereof and be given an
opportunity to comment thereon).

         8.14  Cooperation  on  SEC  Filings.   The  Purchaser  and  the  Seller
acknowledge  that the  Purchaser may now or in the future be required to include
information  concerning the Seller in SEC reports or other  filings.  The Seller
shall provide the Purchaser  with any  information,  certificates,  documents or
other materials about the Seller that are reasonably necessary to be included in
such SEC reports or other filings.

                                    ARTICLE 9

                                   DEFINITIONS

         9.1 Definitions.  For purposes hereof,  the following terms,  when used
herein with initial  capital  letters,  shall have the  respective  meanings set
forth herein:

                  "Affiliate" of any Person means any other Person  controlling,
controlled by or under common control with such first Person.

                  "Agreement" means this Purchase Agreement (including Exhibits)
as it may be amended from time to time in accordance with its terms.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

                  "Financing" means a sale by the Purchaser of its securities in
which the gross proceeds to the Purchaser equal or exceed $10,000,000.

                  "Furnishing  Party"  means  the party  providing  Confidential
Information.

                  "GAAP"  means,  at  a  given  time,  United  States  generally
accepted accounting principles, consistently applied.

                  "Government  Entity" means the United States of America or any
other nation, any state or other political  subdivision  thereof,  or any entity
exercising  executive,  legislative,   judicial,  regulatory  or  administrative
functions of government.

                  "Legal  Requirement"  means any requirement  arising under any
action,  law,  treaty,  rule or  regulation,  determination  or  direction of an
arbitrator or Government Entity.

                  "Lien"  means  any  mortgage,   pledge,   security   interest,
encumbrance,  easement,  restriction on use, restriction on transfer, charge, or
other lien.

                  "Loss" means,  with respect to any Person,  any  diminution in
value, consequential or other damage, liability, demand, claim, action, cause of
action, cost, damage,  deficiency,  Tax, penalty, fine or other loss or expense,
whether or not arising  out of a  third-party  claim,  including  all  interest,
penalties,  reasonable  attorneys'  fees and  expenses  and all amounts  paid or
incurred in connection with any action,  demand,  proceeding,  investigation  or
claim by any third-party  (including any Government Entity) against or affecting
such Person or which,  if determined  adversely to such Person,  would give rise
to,   evidence  the  existence  of,  or  relate  to,  any  other  Loss  and  the
investigation,  defense or  settlement  of any of the  foregoing,  together with
interest  thereon from the date on which such Person provides the written notice
of the related  claim as described in Section 6.4 through and including the date
on which the total amount of the claim, including such interest, is recovered or
recouped pursuant to Article 6.

                  "Person" means an individual, a partnership, a corporation, an
association,  a limited  liability  company,  a joint stock company,  a trust, a
joint venture,  an unincorporated  organization and a governmental entity or any
department, agency or political subdivision thereof.

                  "Receiving   Party"  means  a  party  receiving   Confidential
Information.

                  "SEC"  means  the  United  States   Securities   and  Exchange
Commission.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Subsidiary" of any Person means any corporation, partnership,
association or other business entity which such Person,  directly or indirectly,
controls or in which such Person has a majority ownership interest. For purposes
of this definition,  a Person is deemed to have a majority ownership interest in
a partnership,  association or other business entity if such Person is allocated
a majority of the gains or losses of such entity or is or controls  the managing
director or general partner of such entity.

                  "Transaction  Documents"  means this Agreement,  and all other
agreements, instruments,  certificates and other documents to be entered into or
delivered by any party hereto in connection with the Sale.

         9.2      Other Definitional Provisions.

                  (a)   "Hereof,"   etc.  The  terms   "hereof,"   "herein"  and
"hereunder"  and terms of similar  import are  references to this Agreement as a
whole  (including  Exhibits)  and  not  to  any  particular  provision  of  this
Agreement.  Section  and  clause  references  contained  in this  Agreement  are
references  to  Sections  and  clauses  in  this  Agreement,   unless  otherwise
specified.

                  (b) "Including." The term "including" means including, without
limitation.

                  (c) Successor  Laws.  Any reference to any  particular  law or
regulation  will be  interpreted to include any revision of or successor to that
section regardless of how it is numbered or classified.


<PAGE>


                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first written above.

                                TECHNOLOGY KEIRETSU, LLC


                                         BRUCE FLITCROFT
                                By:      ___________________________
                                         Bruce Flitcroft
                                         Chief Executive Manager


                                TECHSYS, INC.


                                         STEVEN L. TRENK
                                By:      ___________________________
                                         Steven L. Trenk
                                         President


</TEXT>
</DOCUMENT>
