ANTHONY BERTUZZI
                               14 Hitchcock Avenue
                             Staten Island, NY 10306
                                 (718) 667-6807

                                                               November 30, 1995

Joseph W. Hafesh
300 Winston Dr. Apt. 2704
Cliffside Park, NJ 07010

Dear Mr. Hafesh:

This  letter  agreement  (the  "Agreement")  will  serve to  confirm  our recent
conversations  and  negotiations  concerning the  parameters  attendant upon the
receipt  by  the  undersigned   (the  "Donee")  of  securities   constituting  a
controlling  equity interest in Techscience  Industries,  Inc., a publicly owned
Delaware corporation ("TSCI") with a class of securities  registered pursuant to
Section 13 or 15(d) of the Securities  Exchange Act of 1934 (the"34 Act").  This
Agreement  is  and  is  intended  to be  confidential  and no  public  or  other
announcement  is or will be made by TSCI or Donee  until and  unless the same is
mandated by the federal securities laws or counsel to either party.

         1. GIFT.  Simultaneously  with  the execution  of this  Agreement  at a
mutually agreeable time and place (the"Hafesh  Closing"),  the Donee will be the
recipient  from  Joseph  W.  Hafesh  ("Hafesh")  of a gift  of an  aggregate  of
1,889,000 issued and outstanding  shares of TSCI's Common Stock,  $.01 par value
per share  owned  beneficially  and of record by Hafesh  since  1978 (the  "Gift
Shares").  The Gift Shares,  which represent  approximately  38% of TSCI's total
issued and outstanding  Common Stock  capitalization as of the date hereof,  are
being delivered to the Donee without consideration.

         2. BUSINESS PURPOSE.  Hafesh, an executive officer and director of TSCI
who resigned  these  positions on August 25, 1993,  hereby  declares his express
written  intent in executing and  performing  this  Agreement is to free himself
from  any and all  potential  obligations  under  Section  16 of the  Securities
Exchange Act of 1934, by divesting himself of securities that have had little or
no value since 1991.

         3. OUTSTANDING CAPITALIZATION. At the Hafesh Closing, TSCI's issued and
outstanding  capitalization  shall consist of 5,017,750  shares of common stock,
its only class of equity or debt securities.

         4. INVESTMENT INTENT.  The Donee hereby represents,  warrants covenants
and agrees that he has been  advised,  and by the  execution of this  Agreement,
hereby  agrees,  accepts and  acknowledges  as follows  with respect to the Gift
Shares:

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                  (a) That  none of the Gift  Shares to be  delivered  hereunder
shall have been  registered  under the  Securities  Act of 1933, as amended (the
"Securities  Act") or under any state  securities  law,  and that Hafesh will be
relying  upon  an  exemption  from   registration   based  upon  the  investment
representations of the Donee;

                  (b) The Donee will be acquiring the Gift Shares for investment
purposes  and without any view to the  transfer or resale  thereof and that such
shares shall not be sold,  transferred,  assigned,  pledged or  hypothecated  in
violation of the Security Act, or the applicable  securities  laws of any state;
and

                  (c) The certificates representing all of the Gift Shares to be
delivered  pursuant  to this  Agreement,  shall  bear a  restrictive  legend  in
substantially  the  following  form and shall be subject to the  imposition of a
standard stop transfer order on the books and records of TSCI:

                  "The  Shares  represented  by this  certificate  have not been
                  registered  under the Securities Act of 1933 as amended.  They
                  may not be sold,  assigned or transferred in the absence of an
                  effective registration statement for the Shares under the said
                  Securities  Act;  receipt  of a 'no  action'  letter  from the
                  Securities  and Exchange  Commission  or an opinion of counsel
                  satisfactory  to the Issuer that  registration  is no required
                  under said Securities Act."

         5. EXPENSES.  The Donee and Hafesh  shall bear his and its own expenses
in connection  with the  preparation  for and  consummation  of the  transaction
contemplated by this Agreement.

         6. ACCESS AND  INFORMATION.  Hafesh  shall  afford to the Donee and his
accountants,  counsel and other duly authorized  representatives  access, during
normal business hours and on reasonable advance notice,  during the period after
execution of this Agreement and prior to the Hafesh  Closing,  the right to make
copies of all properties,  books, contracts,  commitments and records (including
but not limited to tax  returns)  concerning  TSCI that  Hafesh  happens to have
stored  for  TSCI.  In the  event  the  Hafesh  Closing  does not take  place as
hereinabove provided, and except for publicly available information or material,
the Donee shall return to Hafesh all  documents,  work papers and other material
obtained  by or on his  behalf as a result of this  Agreement  or in  connection
herewith  whether obtained before or after the execution  hereof,  and the Donee
shall hold such information in confidence until such time as such information is
otherwise publicly available.

         7. NO BREACH.  The execution and delivery of this  Agreement  does not,
and the  consummation by the Donee and Hafesh of the  transactions  contemplated
hereby  will  not,  violate  any  provision  of,  or  result  in  a  default  or
acceleration  of any obligation  under, or result in any change in the rights or
obligations of the Donee,  Hafesh or TSCI under any lien,  agreement,  contract,
instrument,  order,  arbitration award,  judgment, or decree to which the Donee,
Hafesh or TSCI, is a party or by which the Donee, Hafesh or TSCI is bound, or to
which any property of the Donee, Hafesh or TSCI is subject. No default or breach
will  occur  in any  material  respect  by  virtue  of the  consummation  of the
transactions  contemplated  herein  under  any  material  contract,   agreement,
indenture or other instrument entered into by the Donee, Hafesh or TSCI;

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         8.  CONFIDENTIALITY AND PUBLICITY.  Due to the nature of the discussion
being conducted  hereunder,  the parties hereby  covenant and agree,  one to the
other,  to keep all joint  discussions,  this Agreement and all other  documents
related hereto, or which may be reviewed by the parties hereto,  their agents or
affiliates,  as part of the due diligence  process  described  above,  in strict
confidence. Neither party shall make any public announcement of the transactions
contemplated hereby without the prior consent of the other party hereto,  except
that any party may make such  disclosures as are, in the opinion of its counsel,
required by any applicable law, rules or  regulations,  in which event the party
making such  disclosure  shall give the other party  notice of and a copy of the
text or  proposed  text of such  disclosure,  and shall use its best  efforts to
provide  such notice and copy to the other  party  prior to making the  required
disclosure.

         9.  MISCELLANEOUS.  (a) This Agreement may be executed in  counterparts
each of which so executed shall be deemed an original and constitute one and the
same agreement. (b) Each party shall at all times keep the other informed of its
principal  place of business if  different  from that stated  herein,  and shall
promptly notify the other of any change, giving the address of the new principal
place of business or  residence.  (c) All notices that are required to be or may
be sent pursuant to the provision of this  Agreement  shall be sent by certified
mail, return receipt  requested,  or by overnight  package delivery service,  to
each of the parties at the address  appearing  herein,  and shall count from the
date of mailing or the validated airbill. (d) A modification or waiver of any of
the  provisions of this  Agreement or any amendment to this  Agreement  shall be
effective  only if made in writing and executed with the same  formality as this
Agreement. (e) The failure of any party to insist upon strict performance of any
of the  provisions of this  Agreement  shall not be construed as a waiver of any
subsequent default of the same or similar nature or of any other nature or kind.
(f) Each party is, shall be, and be deemed to be, an  independent  contractor in
the  performance of its duties  hereunder,  any law of any  jurisdiction  to the
contrary notwithstanding.  (g) This Agreement is binding upon and shall inure to
the benefit of and shall be  enforceable  against  the parties  hereto and their
respective  successors and assigns.  (h) This Agreement shall not be assigned or
amended without the prior written consent of the other party. (i) This Agreement
represents the entire agreement and understanding of the parties with respect to
the subject  matter  hereof.  There are no  representations,  warranties  and/or
covenants not set forth herein.

If the foregoing  correctly sets forth our understanding  and agreement,  please
confirm the accuracy and  completeness of this Agreement by signing the enclosed
copy  in  the  indicated  space  and  returning  the  executed  document  to the
undersigned as soon as practicable.



                                          Very truly yours,

                                          /s/ ANTHONY BERTUZZI
                                          --------------------------------------
                                              Anthony Bertuzzi



AGREED TO AND ACCEPTED:

/s/ JOSEPH W. HAFESH
---------------------------
    Joseph W. Hafesh

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