(SANYO Logo)                                            SANYO Canada, Inc.
                                                        300 Applewood Crossroad
                                                        Concord, Ontario
                                                        PHONE: (905) 760-9944
                                                        FAX (905) 760-9946
Monday, April 3, 2000

Mr. Mark Holzberg
AlphaNet Hospitality Systems, Inc.
275 North Franklin Turnpike,
Suite 230,
Ramsey, NJ
07446

Re:     New Business Terms and Conditions Proposal
--------------------------------------------------

Forecast Requirements:
----------------------

AHSI will  provide to SCI  monthly a  twelve-month  rolling  forecast  of future
purchases. This forecast will reflect AHSI's purchases from SCI and not sales to
AHSI  customers.  Although  this  forecast  is not a firm  commitment,  it  must
accurately reflect the most recent business plan of AHSI.


Ordering Requirements
---------------------

Current product  lead-time of four months will not change in this new agreement.
The four months will be  calculated  from the date of PO receipt by SCI provided
the PO is received  BEFORE the 15th of the month.  PO's received  after the 15th
will be treated as received during the first 15 days of the following month.

Payment Requirements
--------------------

Each  issued PO must be  accompanied  by either a letter of credit  (LC) for the
full amount from a mutually  agreed upon financial  institution or a 60% payment
on the value of the P.O. from AlphaNet. Balance of P.O. value to be paid in full
by Bank  Transfer  upon  arrival  at North  American  port.  In the event that a
contract is secured  between  AlphaNet and an end user,  Sanyo Canada Inc.  will
accept a P.O. from HLC  (AlphaNet's  leasing  company) based on the value of the
amount of units covered by the end user contract.  In this case, payment for the
balance of the HLC P.O. will be due from HLC by Wire Transfer upon  installation
by AlphaNet  at the end user  location.  AlphaNet  will be  responsible  for any
Storage,  Duty,  Brokerage or other associated charges incurred after arrival of
goods at North American port.  AlphaNet will be responsible  for arrangement and
payment of any and all  transportation  charges to move the  product  from North
American  port  (point of  F.O.B.)  to any end user  location.  Payment  for any


                                                Branch Offices:
                                                Montreal
                                                Vancouver
<PAGE>

outstanding  balance  of units in  excess  of the HLC  P.O.  up to the  original
AlphaNet  P.O.  is due as before,  upon  arrival  at North  American  port.  All
payments  to  be  made  in  U.S.  dollars.  SCI  will  provide  shipping  advice
documentation  to AHSI on request.  Product  will be shipped FOB North  American
port.

Note: AlphaNet will be charged interest at the U.S. prime rate (currently 9%) on
all unpaid  balances  that exceed 30 days from date of arrival a North  American
port.

Note:  Sanyo  Canada Inc is willing to accept  HLC'S  P.O.  upon  normal  credit
approval  after  reviewing   financial   statements  of  HLC  and  other  credit
information.  This  information may be requested from time to time to update our
information.   Sanyo  Canada  Inc.  also  requires  regular  AlphaNet  financial
information (monthly statements) to update AlphaNet's credit information.


Other:
------

All other  associated  costs  such as duty,  brokerage,  legal,  storage,  local
shipping, etc will be the responsibility of AHSI, as is the case currently.

Looking  forward to expanding  the business with you utilizing our new model and
thank you again for your continued support of Sanyo Canada Inc.


                                        Regards,

                                        /s/ Steve Eidelberg
                                        ---------------------
                                            Steve Eidelberg
                                            SANYO Canada Inc.


                                        Accepted on

                                        /s/ Mark Holzberg
                                        ---------------------
                                            Mark Holzberg, President
                                            AlphaNet Hospitality Systems, Inc.



cc.     I. Kindred
dd.     R. Oshima
        T. Akashi
        L. Pinto
        K. Mendonca



<PAGE>
(SANYO Logo)                                            SANYO Canada, Inc.
                                                        300 Applewood Crossroad
                                                        Concord, Ontario
                                                        PHONE: (905) 760-9944
                                                        FAX (905) 760-9946
Wednesday, August 2, 2000

Mr. Desmond Durose
AlphaNet Hospitality Systems Inc.
55 St. Clair Avenue West
Suite 400,
Toronto, Ontario
M4V 2Y7

Dear Desmond,

Re:     New Business Terms and Conditions - Amendment
-----------------------------------------------------

This  letter will serve as an  amendment  to our  agreement  of April 3, 2000 in
confirmation  of our  discussions  of August 1, 2000,  wherein we have agreed to
amend the  Payment  Requirements  section.  For case of  reference,  the  entire
section is restated in its revised format.

Payment Requirements
--------------------

Each issued P.O. must be  accompanied  by either a letter of credit (LC) for the
full amount from a mutually  agreed upon financial  institution or a 60% payment
on the value of the P.O. from AlphaNet. Balance of P.O. value to be paid in full
by bank transfer upon arrival at North American port.

In the event that a contract is secured  between  AlphaNet and an end user,  SCI
will  release up to 50% of the  inventory to Alphanet to allow  installation  of
same. It is expected that the  installation  period will not exceed three weeks.
Payment in full for the balance (40%) of the P.O. is due upon  completion of the
installation. During this period and until payment is received in full, SCI will
retain title to all  inventories.  AlphaNet will be charged interest at the U.S.
prime rate (currently 9.5%) on all unpaid balances that exceed 30 days from date
of arrival at North American port.

AlphaNet  will  be  responsible  for  any  Storage,  Duty,  Brokerage  or  other
associated  charges incurred after arrival of goods at North American port. This
will include any and all  transportation  charges to move the product from North
American port (point of FOB) to any end user location.

All  payments  to be made in U.S.  dollars.  SCI will  provide  shipping  advice
documentation  to AHSI on request.  Product  will be shipped FOB North  American
port.

Sanyo Canada Inc will require regular AlphaNet  financial  information  (monthly
statements) to update AlphaNet's credit information.

<PAGE>


Trusting you are in agreement with the above.

SANYO Canada, Inc.

/s/ Steve Eidelberg

Steve Eidelberg
Director, Communications


                               Accepted   /s/ Desmond Durose
                                          --------------------------------------
                                              Desmond Durose,
                                              Chief Financial Officer
                                              AlphaNet Hospitality Systems, Inc.



cc.     I. Kindred
        R. Oshima
        T. Akashi
        L. Pinto
        K. Mendonca














                                                Branch Offices:
                                                Montreal
                                                Vancouver