Exhibit 10.35


                               PURCHASE AGREEMENT
                               ------------------


     PURCHASE  AGREEMENT  dated as of January  28,  2005 by and among  Robert B.
Snyder, an individual residing at 26 Crescent Drive,  Brielle, NJ 08730 ("RBS"),
Frank J. Sullivan, an individual residing at 19 Gateshead Drive, Bridgewater, NJ
08807  ("FJS"),  Robert B. Snyder Jr., an individual  residing at 1 Larson Lane,
Warren, NJ 07059("RBSJR"),  Philip J. Andreoli,  an individual  residing at 1129
Highland  Court,  Stewartsville,   NJ  08886  ("PJA"),  William  J.  McKean,  an
individual  residing  at 6  Highview  Court,  Pittstown,  NJ 08867  ("WJM,"  and
together  with RBS,  FJS,  RBSJR,  PJA,  collectively,  "Buyer"),  the  Acquired
Companies (as defined herein) and KeySpan  Business  Solutions,  LLC, a Delaware
limited liability company ("Seller").

     WHEREAS,  Seller  is  the  owner  of  all of  the  issued  and  outstanding
Membership Interests (as defined herein) in the Acquired Companies; and

     WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from
Seller all of the Membership Interests;

     NOW,  THEREFORE,  in  consideration of the mutual promises herein set forth
and subject to the terms and conditions hereof, the parties agree as follows:

                            ARTICLE I. DEFINED TERMS


     1.01 Definitions.  As used in this Agreement, terms defined in the preamble
and recitals of this Agreement shall have the meanings set forth therein and the
following terms shall have the meanings set forth below:

     "Affiliate"  shall  mean with  respect  to any  Person,  the  subsidiaries,
officers,  directors,  members and  partners of such Person and any other Person
which  directly or  indirectly  controls,  is  controlled  by or is under common
control  with such  Person.  For  purposes  of this  definition,  "control"  and
derivations  thereof  shall mean the power to vote ten percent  (10%) or more of
the voting securities or equity interests in any Person.

     "Agreement"  shall  mean this  Purchase  Agreement  and all  Schedules  and
Exhibits hereto, as the same may from time to time be amended.

     "Acquired  Companies"  shall mean Binsky & Snyder,  LLC, a Delaware limited
liability company and Binsky & Snyder Service, LLC, a Delaware limited liability
company.

     "Acquired  Liabilities"  shall  mean  all  debts,  liabilities,  Contracts,
commitments,  taxes and other  obligations  of every kind and  character  of the
Acquired  Companies  (whether  accrued,  absolute,  contingent  or otherwise and
whether  due or to  become  due)  including,  but not  limited  to,  any and all
unfunded pension liabilities and pension withdrawal liabilities.


<PAGE>


     "Bonded Backlog Report" shall have the meaning set forth in Section 7.07(d)
hereof.

     "Bonds" shall mean those certain surety and performance  bonds,  issued for
the benefit of the Acquired  Companies for which KeySpan  Corporation  or one of
its  Affiliates is  responsible as a  guarantor/indemnitor,  including,  but not
limited to, those listed on Schedule 1.01 hereto.

     "Buyer Representative" shall mean FJS or any successor Buyer Representative
appointed in accordance with Section 7.08 of this Agreement.

     "Cash  Consideration"  shall have the meaning set forth in Section  2.02(b)
hereof.

     "Closing"  shall mean the single  closing of the  purchase  and sale of the
Membership Interests contemplated by this Agreement on the Closing Date.

     "Closing  Date" shall have the  meaning  set forth in Section  2.03 of this
Agreement.

     "Consent" shall mean any consent, approval, authorization of, notice to, or
designation, registration, declaration or filing with, any Person.

     "Contract" shall mean any contract,  lease,  agreement or license, to which
Buyer,  Seller or any  Acquired  Company is a party or by which it or any of its
properties or assets may be bound or affected.

     "Deferred  Payment"  shall have the  meaning  set forth in Section  2.02(c)
hereof.

     "Employee  Benefits"  shall mean all  employee  benefit  plans,  contracts,
agreements,   incentives,   salary,   wages  or  other   compensation  plans  or
arrangements  (whether written or oral) including but not limited to all pension
and profit  sharing  plans,  savings  plans,  retiree  benefits and  agreements,
severance agreements and the like covering employees and former employees of the
Acquired Companies,  for which the Acquired Companies may be responsible or with
respect to which it may have any liability.

     "Governmental  Authority"  shall  mean  any  court or any  Federal,  state,
municipal or other government department,  commission,  board, bureau, agency or
instrumentality.

     "GAAP" shall mean generally  accepted United States accounting  principles,
applied on a consistent basis.

     "Instrument" shall mean any written Contract, deed, assignment, document of
title, note, power of attorney, or obligation.

     "Laws" shall mean (i) all Federal,  state, local or foreign laws, rules and
regulations;  (ii) all  Orders;  (iii)  all  Permits;  and  (iv) all  Regulatory
Agreements.


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<PAGE>


     "Lien"  shall mean any  mortgage,  pledge,  hypothecation,  lien,  security
interest, financing statement, charge or encumbrance.

     "Management Services Agreement" shall mean that certain Management Services
Agreement, to be entered into by and among Binsky & Snyder, LLC and Pro-Formance
Sheet Metal,  LLC, in the form attached  hereto as Exhibit A, pursuant to which,
inter alia,  Binsky & Snyder,  LLC shall perform  management and  administrative
services for Pro-Formance Sheet Metal, LLC.

     "Membership  Interests"  shall have the meaning  set forth in Section  5.04
hereof.

     "Monthly  Financial  Report"  shall have the  meaning  set forth in Section
7.07(d) hereof.

     "Order" shall mean any judgment,  award, order, writ,  injunction or decree
issued by any  Federal,  state,  local or foreign  authority,  court,  tribunal,
agency,  or other  Governmental  Authority,  or by any arbitrator,  to which any
Acquired Company is subject,  or to which the Buyer is subject,  as the case may
be.

     "Ordinary  Course of Business"  shall mean actions that are consistent with
the past  practices  of the  Acquired  Companies  and are taken in the  ordinary
course of the normal day-to-day operations of the Acquired Companies.

     "Permits" shall mean all permits, licenses, approvals,  franchises, notices
and authorizations,  Federal, state, local or foreign, necessary to carry on the
business  of  the  Acquired   Companies  or  to  consummate   the   transactions
contemplated by this Agreement.

     "Person"   shall  mean  any   individual,   partnership,   joint   venture,
corporation,  trust,  limited liability  company,  unincorporated  organization,
Governmental Authority or other entity.

     "Personal  Guarantee(s)"  shall mean those certain guarantees to be made by
RBS and FJS for the  benefit  of the  Seller,  in the form  attached  hereto  as
Exhibits  B-1 and B-2,  pursuant to which the  guarantors  named  therein  shall
unconditionally guarantee the obligations of the Buyer under Section 2.02 (c) of
this Agreement.

     "Pledge Agreement" shall mean that certain security agreement to be entered
into by and between  Buyer and Seller  pursuant to which Buyer shall  pledge its
membership  interests  in Binsky & Snyder,  LLC as  collateral  security for the
performance of its obligations  under Section  2.02(c) of this  Agreement,  in a
form attached hereto as Exhibit C.

     "Purchase Price" shall have the meaning set forth in Section 2.02 hereof.


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<PAGE>


     "Regulatory Agreements" shall mean all Contracts with Federal, state, local
or foreign regulatory authorities to which any Acquired Company or the Buyer, as
the case may be, are parties or which are otherwise binding upon any such Person
or its assets.

     "Subsidiaries" shall have the meaning assigned to such term in Section 5.05
hereof.

     "Tax" shall mean any tax or assessment  of any federal,  state,  local,  or
foreign jurisdiction,  whether imposed by Law or assumed by contract,  including
any interest, penalty, or addition thereto, whether disputed or not.

     "Tax Return" means any return,  declaration,  report,  claim for refund, or
information  return or statement  filed with or submitted  to, or required to be
filed with or submitted to, any  Governmental  Authority in connection  with the
determination, assessment, collection, or payment of any Tax.

     1.02 Rules of Construction.  Unless the context otherwise  requires:  (1) a
capitalized  term has the  meaning  assigned to it; (2) an  accounting  term not
otherwise  defined has the meaning  assigned  to it in  accordance  with GAAP in
effect  on the  date  hereof,  and any  other  reference  in this  Agreement  to
"generally  accepted   accounting   principles"  refers  to  generally  accepted
accounting  principles on the date hereof; (3) "or" is not exclusive;  (4) words
in the  singular  include  the  plural,  and  words in the  plural  include  the
singular;  (5)  provisions  apply to  successive  events and  transactions;  (6)
"herein",  "hereof",  "hereto"  and other words of similar  import refer to this
Agreement  as a whole  and  not to any  particular  Article,  Section  or  other
subdivision;  and (7) any  gender  used in this  Agreement  shall be  deemed  to
include the neuter, masculine and feminine genders.

     1.03  Nature  of  Buyer's   Representations,   Warranties,   Covenants  and
Agreements. All of the representations,  warranties,  covenants,  agreements and
undertakings   of  Buyer  set  forth  in  this  Agreement,   including   Buyer's
indemnification  obligations  under  Article IX  hereof,  are made  jointly  and
severally by RBS, FJS, RBSJR, PJA and WJM.

     1.04 Authority of Buyer  Representative.  Each of RBS, FJS, RBSJR,  PJA and
WJM hereby designate and appoint Buyer  Representative  as their  representative
for all purposes of this  Agreement,  including,  but not limited to,  receiving
notices on behalf of the Buyer,  executing and delivering  waivers,  amendments,
and modifications to this Agreement on behalf of Buyer, executing and delivering
such other  Instruments as may be required or permitted by this  Agreement,  and
taking any and all other  actions as is  required  or  permitted  to be taken by
Buyer under this Agreement.  Each of RBS, FJS, RBSJR, PJA and WJM hereby appoint
Buyer  Representative  as their  agent and  attorney-in-fact  for the purpose of
carrying out the foregoing purposes.


              ARTICLE II. PURCHASE AND SALE OF MEMBERSHIP INTERESTS


     2.01 Sale of the Membership  Interests.  At the Closing,  Seller will sell,
transfer,  assign, convey and deliver to Buyer, and Buyer will purchase,  accept
and acquire from Seller the Membership Interests.  The Membership Interests will


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be  transferred  to each of RBS, FJS,  RBSJR,  PJA and WJM in the proportion set
forth on Schedule 2.01 hereto.

     2.02 Purchase  Price;  Payment.  (a) The purchase price to be paid by Buyer
for the Membership  Interests  shall be an aggregate  amount equal to the sum of
Ten Million Dollars ($10,000,000) (the "Purchase Price"), which shall consist of
the Cash  Consideration  described  in Section  2.02(b)  hereof and the Deferred
Payments  described in Section 2.02(c)  hereof,  and which shall be allocated to
the Acquired Companies in accordance with Schedule 2.02 hereof.

     (b) Cash Consideration. The Cash Consideration payable to Seller at Closing
shall  be an  aggregate  amount  equal  to  the  sum  of  Five  Million  Dollars
($5,000,000)  (the "Cash  Consideration"),  payable to Seller at the  Closing by
wire transfer of immediately  available funds to Seller's  account  listed,  and
pursuant to the wire instructions on, Exhibit D.

     (c)  Deferred  Payment.  Buyer shall make a payment to Seller in the amount
and on the dates set forth below (each, a "Deferred Payment");

          (i) On August 1,  2005 and on the first day of each  month for  eleven
     consecutive months thereafter, One Hundred Thousand Dollars ($100,000);

          (ii) On August 1, 2006 and on the first day of each month for  sixteen
     consecutive  months   thereafter,   Two  Hundred  Eleven  Thousand  Dollars
     ($211,000); and

          (iii) On January 1, 2008,  the sum of Two  Hundred  Thirteen  Thousand
     Dollars ($213,000).

     2.03 Closing  Date.  The Closing will take place at the offices of Seller's
counsel at 44 Wall Street,  New York, NY at 10:00 a.m.  (local time) on the date
that is three (3) business days  following the date when each of the  conditions
specified  in  Article 3 of this  Agreement  have been  satisfied  (or waived in
writing by the party entitled to waive such  condition) or at such other time as
the parties may agree (the "Closing Date"). Subject to the provisions of Article
8, failure to consummate the purchase and sale provided for in this Agreement on
the date and time and at the place determined pursuant to this Section 2.03 will
not result in the  termination  of this Agreement and will not relieve any party
of any obligation under this Agreement.

     2.04 Closing Deliveries.

     (a) Seller's Deliveries. At the Closing, Seller shall deliver to Buyer:

          (i) Certificates  representing  all the Membership  Interests owned by
     Seller;

          (ii)  Any  and  all  membership  registration  books  of the  Acquired
     Companies;


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<PAGE>


          (iii) All  organizational  records  and minute  books of the  Acquired
     Companies;

          (iv) [Reserved];

          (v) The  resignation  of all  directors of the Acquired  Companies and
     those officers of the Acquired Companies requested by Buyer;

          (vi) A certificate of good standing and  secretary's  certificate  for
     each of the Acquired Companies; and

          (vii) Executed counterpart  signature pages for each of the Management
     Services Agreement and the Pledge Agreement.

     (b) Buyer. At the Closing, Buyer shall deliver to Seller:

          (i) Wire  transfers to Seller of  immediately  available  funds in New
     York  City for an  aggregate  amount  equal to the  Cash  Consideration  in
     accordance with Section 2.02(b) hereof;

          (ii) [Reserved];

          (iii) Evidence,  reasonably  acceptable to the Seller,  that as of the
     Closing Date the Acquired Company will have obtained appropriate  insurance
     coverage and each such policy shall have named Seller and its Affiliates as
     an additional insured; and

          (iv) Executed  counterpart  signature pages for each of the Management
     Services Agreement, Pledge Agreement and the Personal Guarantees.

                         ARTICLE III. CLOSING CONDITIONS


     3.01. Conditions Precedent to the Obligations of Seller. All obligations of
Seller under this  Agreement  are subject to the  fulfillment,  at the option of
Seller, at or prior to the Closing Date, of each of the following conditions:

     (a) Representations  and Warranties.  The representations and warranties of
Buyer herein  contained shall be true in all material  respects on and as of the
Closing Date,  except as affected by  transactions  contemplated or permitted by
this Agreement.

     (b) Covenants.  Buyer shall have performed,  in all material respects,  all
its obligations and agreements and complied with all its covenants  contained in
this  Agreement to be performed  and complied with by Buyer prior to the Closing
Date.

     (c) No Litigation.  No action,  suit or proceeding  before any Governmental
Authority shall have been commenced and still be pending,  no  investigation  by
any Governmental  Authority shall have been commenced and still be pending,  and
no action,  suit or proceeding  by any  Governmental  Authority  shall have been


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<PAGE>


threatened  against Seller or its  Affiliates,  any Acquired  Company,  or Buyer
seeking to restrain,  prevent or change the transactions  contemplated hereby or
questioning the validity or legality of any of such transactions.

     (d) Documentation. All matters and proceedings taken in connection with the
sale of the  Membership  Interests as herein  contemplated,  including  forms of
Instruments and matters of title, shall be reasonably satisfactory to Seller and
its counsel.

     (e) Consents.  Seller shall have received, in form and substance reasonable
acceptable to Seller, any and all Consents necessary or reasonably  required for
the  consummation of the  transactions as set forth on Schedule  3.01(e) hereto,
including, but not limited to, appropriate board approvals and Consents from any
and all Governmental Authorities.

     (f) Other Agreements.  On or before the Closing Date, the Pledge Agreement,
Management  Services  Agreement  and  Personal  Guarantees  shall have been duly
executed and delivered by all the parties thereto.

     3.02.  Conditions Precedent to the Obligations of Buyer. All obligations of
Buyer  under this  Agreement  are subject to the  fulfillment,  at the option of
Buyer, at or prior to the Closing Date, of each of the following conditions:

     (a)  Seller's  Representations  and  Warranties.  The  representations  and
warranties of Seller herein contained shall be true in all material  respects on
and as of the Closing Date,  except as affected by transactions  contemplated or
permitted by this Agreement.

     (b)  Seller's  Covenants.  Seller  shall have  performed,  in all  material
respects,  all of its  obligations  and  agreements  and  complied  with all its
covenants  contained in this  Agreement to be performed  and complied with by it
prior to the Closing Date.

     (c) No Litigation.  No action,  suit or proceeding  before any Governmental
Authority shall have been commenced and still be pending,  no  investigation  by
any Governmental  Authority shall have been commenced and still be pending,  and
no action,  suit or proceeding  by any  Governmental  Authority  shall have been
threatened  against Seller or its  Affiliates,  the Acquired  Company,  or Buyer
seeking to restrain,  prevent or change the transactions  contemplated hereby or
questioning the validity or legality of any of such transactions.

     (d) Documentation. All matters and proceedings taken in connection with the
sale of the  Membership  Interests as herein  contemplated,  including  forms of
Instruments and matters of title, shall be reasonably  satisfactory to Buyer and
to its counsel.

     (e) Other Agreements. On the Closing Date, the Pledge Agreement, Management
Services  Agreement  and Personal  Guarantees  shall have been duly executed and
delivered by the parties thereto.


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                        ARTICLE IV. PRECLOSING COVENANTS


     4.01 Covenants of Seller. Seller agrees that prior to the Closing:

     (a) Cooperation.  It will use commercially  reasonable efforts to cause the
sale contemplated by this Agreement to be consummated, and, without limiting the
generality of the  foregoing,  to obtain the Consents  which may be necessary or
reasonably required in order for Seller to effect the transactions  contemplated
hereby.

     (b) Transactions Out of Ordinary Course of Business.  Except with the prior
written  consent  of  Buyer  Representative,  which  shall  not be  unreasonably
withheld or delayed,  Seller will not permit any Acquired  Company to enter into
any transaction out of the Ordinary Course of Business.

     (c) Maintenance of Properties, etc. Seller will use commercially reasonable
efforts to cause each  Acquired  Company to maintain  all of its  properties  in
customary  repair,  order and condition  (taking into  consideration the age and
condition thereof), reasonable wear and tear excepted.

     (d)  Maintenance  of  Books  and  Records.  Seller  will  use  commercially
reasonable  efforts  to cause  each  Acquired  Company  to  maintain  its books,
accounts and records in the usual manner on a basis consistent with prior years.

     (e) Access to  Properties,  etc.  Seller will use  commercially  reasonable
efforts to cause  each  Acquired  Company  to give to Buyer and to its  counsel,
accountants, and other representatives access during normal business hours (upon
reasonable  prior  notice)  to  copies of all of their  Contracts,  Instruments,
Permits,  books and records,  and will use  commercially  reasonable  efforts to
cause  each  Acquired  Company  to  furnish  to  Buyer  all such  documents  and
information  with respect to the affairs of such  Acquired  Company as Buyer may
from time to time reasonably request.

     (f) Certain Prohibited Transactions.  Except with the prior written consent
of the Buyer Representative,  Seller will not permit any Acquired Company to (i)
enter into any contract to merge or consolidate with any Person, (ii) change the
character  of its  business,  or sell,  transfer  or  otherwise  dispose  of any
material  assets other than in the Ordinary Course of Business (iii) or purchase
any assets or  securities  of any Person,  other than in the Ordinary  Course of
Business.

     (g) Release of Inter-company liabilities.  On or prior to the Closing Date,
(i) Seller will,  and Seller will cause its  Affiliates to, release the Acquired
Companies from any and all debts,  liabilities  and  obligations of the Acquired
Companies to Seller and its Affiliates  existing as of the Closing Date and (ii)
Seller will cause the Acquired  Companies to release  Seller and its  Affiliates
from any and all debts, liabilities and obligations of Seller and its Affiliates
to the  Acquired  Companies  existing as of the Closing  Date,  except for those
debts,  liabilities  and  obligations  set forth on Schedule  4.01(g) hereto and
except for the debts, liabilities and obligations  specifically  contemplated by
this Agreement.  Buyer hereby  consents and agrees to the releases  described in


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this Section  4.01(g).  In addition,  set forth on Schedule  4.01(g) hereto is a
description  of  the  understanding  and  agreement  of  the  parties  as to the
compromise and treatment of  intercompany  liabilities and balances prior to the
Closing Date.

     4.02 Covenants of Buyer. Buyer agrees that prior to the Closing:

     (a)  Cooperation.  Buyer  will  use its  best  efforts  to  cause  the sale
contemplated  by this Agreement to be  consummated,  and,  without  limiting the
generality  of the  foregoing,  to obtain the Consents and Permits  which may be
necessary or reasonably  required in order for Buyer to effect the  transactions
contemplated hereby.

               ARTICLE V. REPRESENTATIONS AND WARRANTIES OF SELLER


     Seller represents and warrants to Buyer as follows:

     5.01 Ownership of the Membership Interests. All of the Membership Interests
(as defined in Section  5.04),  owned by Seller  are, or as of the Closing  Date
will be, owned free and clear of any Liens.

     5.02 Authorization.  Seller has all requisite legal right, power, authority
and capacity to execute and deliver and to perform all of its obligations  under
this Agreement and to consummate the  transactions  hereunder.  Seller has taken
all necessary action to authorize the sale hereunder on the terms and conditions
of this  Agreement and to authorize the execution,  delivery and  performance of
this Agreement.  This Agreement has been duly executed by Seller and constitutes
a legal,  valid and  binding  obligation  of Seller  enforceable  against  it in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable  bankruptcy,  insolvency,  or other similar Laws from time to time in
effect,  which affect the  enforcement  of  creditors'  rights in general and by
general  principles  of equity  (regardless  of whether such  enforceability  is
considered in a proceeding in equity or at law).

     5.03  Organization;  Good  Standing.  Each  Acquired  Company  is a limited
liability  company duly formed,  validly existing and in good standing under the
laws of the  State  of  Delaware.  A true  and  accurate  copy of the  Operating
Agreement of each Acquired Company has been provided to the Buyer; the Operating
Agreements,  as of the Closing  Date,  shall remain in full force and effect and
shall hot have been amended or otherwise altered.  Each Acquired Company has all
requisite  power and  authority  to own,  operate and lease its  properties  and
assets  and to carry on its  business  as now  being  conducted.  Each  Acquired
Company is duly qualified or  registered,  as the case may be, to do business in
each jurisdiction where the conduct of its business requires such qualification,
except for such  jurisdictions in which the failure to so qualify would not have
a material adverse effect on such Acquired  Company.  The jurisdictions in which
each of the  Acquired  Companies  is  qualified  to do  business is set forth in
Schedule 5.03 hereto.

     5.04  Capitalization.  The  number of  issued  and  outstanding  membership
interests  of each  Acquired  Company  is set  forth  on  Schedule  5.04  hereto
("Membership Interests").  The Membership Interests constitute all of the issued


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and  outstanding  securities of each of the Acquired  Companies.  The Membership
Interests  were duly and validly  issued,  are fully paid,  and have no personal
liability attached thereto.

     5.05  Subsidiaries.  Except as set forth in  Schedule  5.05,  the  Acquired
Companies  do not own,  directly  or  indirectly,  any  capital  stock or equity
securities  of any Person or have any  direct or  indirect  equity or  ownership
interest in any Person.

     5.06 Contracts; Other Actions. Except as set forth on Schedule 5.06 hereto,
to the knowledge of Seller,  neither Seller,  nor its Affiliates (except for the
Acquired  Company) has entered into any agreement or taken any action which will
be binding upon any Acquired Company from and after the Closing Date.

     5.07  Brokers.  All  negotiations   relative  to  this  Agreement  and  the
transactions  contemplated  hereby  have been  carried on by Seller  without the
intervention  of any other  Person  in such  manner as to give rise to any valid
claim for a finder's fee, brokerage commission or other like payment, except for
Conway,  Del  Genio & Gries & Co.,  LLC  ("CDG").  The  fees and  costs  for the
services of CDG shall be paid for by Seller pursuant to Section 7.02 hereof.

     5.08 No Implied Representation.  Notwithstanding anything contained in this
Article V or any other provision of this Agreement,  it is the express intent of
each party hereto that Seller is not making,  nor shall Seller be deemed to have
made, any  representation  or warranty  whatsoever,  express or implied,  beyond
those  expressly  given in this  Agreement,  including  but not  limited  to any
implied  warranty  or  representation  as  to  condition,   merchantability   or
suitability as to any of the properties or assets of the Acquired Companies.  It
is  understood  that  any  cost  estimates,  projections  or  other  predictions
contained or referred to in the Exhibits hereto or otherwise  furnished to Buyer
are not and shall not be deemed to be  representations  or warranties of Seller.
In addition,  Buyer  acknowledges  and agrees that for purposes of the Schedules
attached  hereto,  any  information,  item or other  disclosure set forth in any
portion  of such  Schedules  shall be deemed to have been set forth in all other
applicable portions of the Schedules.

               ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF BUYER


     Buyer represents and warrants to Seller as follows:

     6.01  Brokers.  All  negotiations   relative  to  this  Agreement  and  the
transactions  contemplated  hereby  have been  carried on by Buyer  without  the
intervention  of any other  Person  in such  manner as to give rise to any valid
claim for a finder's fee, brokerage commission or other like payment.

     6.02  Financing.  Buyer has all monies or appropriate  binding  commitments
from responsible financial institutions (evidence of which has been delivered to
Seller) to provide  Buyer with funds  sufficient to satisfy the  obligations  of
Buyer to Seller  under this  Agreement  and  capital  sufficient  to conduct the
business of the Acquired  Companies to be acquired  pursuant to this  Agreement.
All such financing commitments remain in full force and effect.


                                       10
<PAGE>


     6.03 Investment  Only. Buyer has such knowledge and experience in financial
and business  matters that it is capable of  evaluating  the merits and risks of
its purchase of the  Membership  Interests.  Buyer confirms that Seller has made
available to them the opportunity to ask questions of the officers and employees
of Seller and each Acquired  Company and to acquire such additional  information
as they have desired to obtain about the business and financial condition of the
Acquired  Companies.  Buyer is acquiring  the  Membership  Interests for its own
account for investment  purposes only and not with a view to the distribution or
resale thereof, except that Buyer may sell or distribute membership interests in
Binsky & Snyder  Service,  LLC to  employees  and former  owners of the Acquired
Companies.  Buyer will not sell or transfer any of the Membership  Interests (or
any securities issued in substitution,  reclassification or recapitalization) in
violation of applicable Federal, state or foreign securities Laws.

                       ARTICLE VII. POST CLOSING COVENANTS


     7.01 Further  Assurances.  Following the Closing,  at the request of Buyer,
Seller shall  execute and deliver to the Buyer such further  documents  and take
such  reasonable  action as may be necessary or appropriate to vest in Buyer all
of Seller's right, title and interest to the Membership Interests.

     7.02  Broker's  Fee.  Seller shall pay and fully  discharge  any  liability
Seller or the Acquired  Companies may have on account of any commissions or fees
owed to CDG in connection with the transactions  contemplated by this Agreement.
Buyer  shall  indemnify  and hold  harmless  Seller from any claim or demand for
commission  or other  compensation  by any  broker,  finder,  agent  or  similar
intermediary  (other than CDG) claiming to have been employed by or on behalf of
Buyer and to bear the cost of legal expenses  incurred in defending  against any
such claim.

     7.03  Liability  Relating to Employee  Benefits.  In the event Buyer or any
Acquired Company,  as the case maybe, fails to continue to provide all employees
of such Acquired Company with Employee  Benefits that are comparable in value in
the aggregate to the Employee  Benefits in effect as of the Closing Date,  Buyer
and the Acquired Companies shall jointly and severally  indemnify Seller against
any liability (and related  expenses  including  without  limitation  attorneys'
fees)  resulting  from a claim made against  Seller that such Employee  Benefits
must be continued.


     7.04 No Use of KeySpan Name. From and after the Closing Date, neither Buyer
nor any Acquired  Company shall have the right to use the name  "KeySpan" or any
derivations thereof in any form whatsoever. Buyer covenants and agrees to remove
the name  KeySpan and any  derivations  thereof from any and all property of the
Acquired  Companies  including,  but not  limited  to,  letterhead,  promotional
material, advertising material, and all service vehicles within thirty (30) days
after the Closing Date.


                                       11
<PAGE>


     7.05  Access to Books and  Records.  (a) From and after the  Closing  Date,
Buyer shall, and Buyer shall cause the Acquired  Companies to, permit Seller and
its  accountants  and  employees  access  during  normal  business  hours  (upon
reasonable  prior  notice) to review and copy, at Seller's  expense,  all of the
books and  records  of the  Acquired  Companies,  and will  cause  the  Acquired
Companies to furnish to Seller all such documents and  information  with respect
to the affairs of the  Acquired  Companies as well as access to personnel of the
Acquired  Companies as Seller may from time to time reasonably  request in order
to prepare financial statements and tax returns of Seller and its Affiliates (or
as  otherwise  required  to comply with audits or  inquiries  from  Governmental
Authorities), to monitor the Acquired Companies' performance on jobs for which a
Bond has been issued,  to comply with Law and to otherwise  verify Buyer and the
Acquired  Companies  performance of their  obligations  hereunder.  In addition,
Buyer shall cause the Acquired  Companies to, and the Acquired  Companies shall,
make the Chief Financial Officer of each Acquired Company available to meet with
a  representative  of Seller no less frequently than once each calendar month to
discuss  matters  and  answer  questions  concerning  the  financial  status and
operations of the Acquired  Companies.  For so long as there is any  outstanding
obligations,  including,  but not limited to completion or warranty obligations,
with respect to jobs for which Bonds have been issued and  provided  that Seller
or its  Affiliates  are still  obligated as an indemnitor or guarantor with such
Bonds,  then Buyer and the Acquired  Companies  agree that a  representative  of
Seller  shall be  invited  to  attend  any and all  meeting  that  the  Acquired
Companies or Buyer have with any Person which has issued  surety bonds for or on
behalf of the Acquired Companies. Buyer and the Acquired Companies agree to send
reasonable advance notice of any such meeting to Seller.

     (b) Buyer will cause the Acquired  Companies to, and the Acquired Companies
shall,  continue  to maintain  their  books,  accounts  and records in the usual
manner on a basis consistent with prior years for a period of at least seven (7)
years after the Closing Date and the Acquired  Companies  shall not, during such
seven-year period,  discard or destroy any of the books,  accounts or records of
the Acquired  Companies which relate to the period July 2000 to the Closing Date
and thereafter.

     7.06 Tax  Matters.  (a) Seller  shall  prepare or cause to be prepared  and
shall  timely file or cause to be timely filed all Tax Returns that are required
to be filed for or with  respect to the Acquired  Companies  for all Tax periods
which  end on or  before  the  Closing  Date,  and  shall pay all Taxes due with
respect to such Tax  Returns.  Such Tax  Returns  shall be  prepared in a manner
consistent with prior practice except to the extent required by Law.

     (b) Buyer shall  prepare or cause to be prepared and shall file or cause to
be filed any Tax Returns for or with respect to the Acquired  Companies that are
required to be filed for periods  ending after the Closing  Date,  and shall pay
all  Taxes due with  respect  to such Tax  Returns.  Such Tax  Returns  shall be
prepared in a manner consistent with prior tax accounting  practices and methods
of the Acquired Companies except to the extent required by Law.

     (c) All transfer,  documentary,  sales,  use,  registration  and other such
Taxes (including all applicable real estate transfer or gains Taxes) and related
fees  (including  any  penalties,  interest and  additions  to Tax)  incurred in
connection  with this  Agreement and the  transactions  contemplated  hereunder,


                                       12
<PAGE>


except for Seller's federal and state capital gains Taxes, if any, shall be paid
by Buyer,  and the Seller and the Buyer  shall  cooperate  in timely  making all
filings, returns, reports and forms as may be required to comply with Law.

     (d)  Each  party  hereto  shall,  and  shall  cause  its  subsidiaries  and
Affiliates,  if any,  to,  provide  to each of the  other  parties  hereto  such
cooperation  and information as any of them reasonably may request in filing any
Tax Returns, amended Tax Returns or claims for refund, determining liability for
Taxes  or a right  to  refund  of  Taxes  or in  conducting  any  audit or other
proceeding in respect of Taxes.

     7.07 Bond Related  Matters.  (a)  Promptly  after the Closing  Date,  Buyer
shall, at Seller's  request,  use commercially  reasonable  efforts to cooperate
with and assist Seller and its Affiliates in their efforts to cause the sureties
which have issued the Bonds to release  Seller and its  Affiliates  from any and
all indemnity and/or guarantee obligations with respect to the Bonds;  provided,
however,  that Seller or its Affiliates  shall be responsible for any additional
costs charged by such sureties or any  replacement  sureties in connection  with
obtaining such release. Notwithstanding the foregoing, Seller and its Affiliates
shall have the right at any time to elect not to be released  from the Bonds and
not to incur any additional costs in connection  therewith.  Buyer  acknowledges
that  promptly  after the Closing Date those Bonds listed on Schedule 1.01 which
do not relate to a specific job will be cancelled by the surety and Buyer agrees
to make arrangements to have substitute bonds issued.

     (b) In addition to the  obligations  of Buyer set forth in Section  7.07(a)
hereof,  Buyer  agrees  to  use  commercially   reasonable  efforts,  after  the
completion  of any job for which a Bond has been issued,  to cooperate  with and
assist Seller and its  Affiliates  in their efforts to cause the sureties  which
have  issued  such Bond to release  Seller and its  Affiliates  from any and all
indemnity and/or guarantee obligations with respect to such Bond.

     (c) Except to the extent  required  pursuant to the terms of the applicable
Contract,  without first obtaining Seller's prior written consent,  such consent
not to be unreasonably withheld, Buyer shall not permit any Acquired Company to,
and the Acquired  Companies shall not, enter into any change orders,  amendments
or  modifications  to any  Contract  relating to a job for which a Bond has been
issued which either  increases the scope of work or costs for such job or delays
the completion date thereof.

     (d) For so long as there is any outstanding obligations, including, but not
limited to  completion or warranty  obligations,  with respect to jobs for which
Bonds have been  issued and  provided  that Seller or its  Affiliates  are still
obligated as an indemnitor or guarantor  with such Bonds,  then on or before the
fifteenth day of each calendar  month,  Buyer will cause the Acquired  Companies
to, and the Acquired Companies shall,  prepare and send to Seller the following:
(A) a monthly  financial  reporting  package relating to the Acquired  Companies
(the "Monthly  Financial Report ") which shall include for each Acquired Company
a balance sheet as of the previous month end, income statement (from the Closing
Date to the previous month end), a cash flow statement (from the Closing Date to


                                       13
<PAGE>


the previous  month end), a statement  showing aging of accounts  receivable and
accounts  payable and a work in  progress  schedule,  each  prepared in a manner
consistent  with practices of such Acquired  Company in effect as of the Closing
Date,  and a narrative of the monthly  results and (B) a monthly  bonded backlog
report  ("Bonded  Backlog  Report")  for the  jobs  which  shall  include  (i) a
projection of costs to be incurred  through job completion  substantially in the
form shown on Schedule 7.07(d)(B)(i), (ii) a job cash flow summary detailing the
monthly  estimated  cash  flows  for  each  job  through  completion  in a  form
substantially in the form of Schedule 7.07(d)(B)(ii), and (iii) a detail cost to
complete estimate in a form consistent with practices of the Acquired  Companies
as of the  Closing  Date and (C)  within 60 days  after the end of any  calendar
year, audited financial statements for each of the Acquired Companies,  prepared
in  accordance  with  GAAP,  certified  by the  Acquired  Company's  independent
certified public accountants, which accountants must be reasonably acceptable to
Seller.  Such  reports  shall be  accompanied  by a written  statement  that the
information  contained  therein  has been  reviewed by the  President  and Chief
Financial Officer (or equivalent) of each of the Acquired  Companies.  Buyer and
the  Acquired  Companies'  obligations  set forth in clause (C) of this  Section
7.07(d) shall continue  until both of the following have occurred:  (D) there is
no longer any outstanding obligations,  including, but not limited to completion
or warranty  obligations,  with respect to jobs for which Bonds have been issued
and  Seller  or its  Affiliates  shall  have  been  released  from  any  and all
obligations  as an  indemnitor  or  guarantor  with  such  Bonds,  and  (E)  the
indefeasible payment in full in cash of all of the Deferred Payments.

     7.08 Appointment of Successor Buyer Representative. In the event that Buyer
Representative appointed by this Agreement shall resign, become incapacitated or
otherwise  be  unable  to carry  out his  obligations  as  Buyer  Representative
hereunder,  then and in such event,  RJS shall  forthwith  be  appointed  as and
assume  the  obligations  of Buyer  Representative,  and/or if he shall  resign,
become  incapacitated  or  otherwise be unable to carry out his  obligations  as
Buyer Representative  hereunder, then and in such event RJSJR shall forthwith be
appointed as and assume the obligations of Buyer Representative.

     7.09 Insurance Matters.  Buyer shall maintain insurance policies naming the
Acquired Companies as an insured, and naming the Seller and its Affiliates as an
additional  insured with respect to periods  after the Closing,  for a period of
five years after the Closing, with coverages,  terms and conditions that are, to
the  extent  practicable,  substantially  similar to those in effect on the date
hereof and in any event upon terms that are commercially  reasonable in light of
then existing insurance market conditions.  Within 30 days after the end of each
policy period,  if requested,  Buyer shall provide  evidence to Seller that such
policies  are  (i) in full  force  and  effect  and  that  (ii)  Seller  and its
Affiliates have been named as additional insureds for the subsequent period.

     7.10 Use of Office Space. From and after the Closing Date, Binsky & Snyder,
LLC hereby agrees to permit Seller and its  Affiliates to use a certain  portion
of the office space occupied by Binsky & Snyder,  LLC at 281 Centennial  Avenue,
Piscataway,  Middlesex County, New Jersey, all in accordance with the Summary of
Terms set forth on Exhibit E hereto.


                                       14
<PAGE>


     7.11  Severance  Payments for James Dorsa.  Seller agrees to be responsible
for and to indemnify Buyer from and against all severance  payments  required to
be made to James  Dorsa  ("Dorsa")  under that  certain  Contract by and between
Dorsa and KSI Contracting LLC, dated May 30, 2003.

     7.12 Cure Period.  With respect to Buyer's obligation under Section 2.02(c)
of this  Agreement,  in the event  that Buyer  shall  fail to make any  Deferred
Payment on the date when due, Buyer shall have the right to cure such default by
making such payment on or before the date which is seven calendar days after the
due date.


                            ARTICLE VIII. TERMINATION


     8.01  Termination.  Anything herein to the contrary  notwithstanding,  this
Agreement may be terminated and the transactions  contemplated  hereby abandoned
at any time  prior to the  Closing  Date:  (i) by mutual  consent  of Seller and
Buyer,  or (ii) by any party,  if the Closing  does not occur on or before March
31, 2005 for any reason other than a breach by the Person  desiring to terminate
of any material representation, warranty or covenant hereunder.

     8.02  Effects of  Termination.  If this  Agreement  is  terminated  and the
transactions  contemplated  hereby are not consummated as described above,  this
Agreement  shall become void and of no further force and effect,  except for the
provisions of Sections  10.05 and 10.06 herein.  Nothing herein shall affect any
liability any party may have for any breach of any  representation,  warranty or
covenant prior to such termination.

                           ARTICLE IX. INDEMNIFICATION

     9.01  Obligation  of Buyer to Indemnify.  Buyer and the Acquired  Companies
hereby agree to indemnify,  defend, save and hold Seller (and its Affiliates and
their directors,  officers,  employees and agents) harmless from and against any
and all damage, liability, loss, expense, assessment,  judgment or deficiency of
any nature whatsoever (including, without limitation, reasonable attorneys' fees
and other  costs  and  expenses  incident  to any  suit,  action or  proceeding)
(together  "Losses")  incurred or  sustained by Seller (and its  Affiliates  and
their directors,  officers, employees and agents) which arises out of or results
from (i) the breach of any representation or warranty made by Buyer herein, (ii)
the  breach of or failure to  perform  any  covenant  of Buyer set forth in this
Agreement,  (iii) any and all Acquired Liabilities,  and (iv) Losses incurred by
Seller and its Affiliates with respect to the Bonds.

     9.02 Obligation of Seller to Indemnify.  Seller hereby agrees to indemnify,
defend,  save and  hold  Buyer  harmless  from and  against  any and all  Losses
incurred  or  sustained  by Buyer  which  arises out of or results  from (i) the
breach of any representation or warranty of Seller set forth Article V above, or
(ii) the breach of or failure to  perform  any  covenant  of Seller set forth in
this Agreement.  Seller shall not have any obligation to indemnify Buyer for any
Losses resulting from,  arising out of, relating to, in the nature of, or caused


                                       15
<PAGE>


by the breach of any  representation  or warranty of the Seller contained herein
until the Buyer has incurred  Losses in excess of One Hundred  Thousand  Dollars
($100,000) in the aggregate,  and then only for Losses in excess of such amount.
The  limitation  set forth in the foregoing  sentence shall not apply to a claim
for indemnification for a breach of the representation and warranty set forth in
Section 5.06 hereof or a breach of the covenant set forth in Section 7.06(a) and
7.11  hereof.   The  maximum  aggregate   liability  of  Seller  for  claims  of
indemnification  pursuant to this  Section 9.02 shall not exceed an amount equal
to the Purchase  Price.  In addition,  Seller shall have no liability under this
Section  9.02 if (A)  prior to  Closing,  Buyer  had (or with  the  exercise  of
reasonable  inquiry  would have had)  knowledge of the matter giving rise to the
indemnification  obligation  or (B) the matter arose or relates to an event that
occurred on or prior to July 1, 2000.  The remedy  provided in this Section 9.02
is the exclusive  remedy of Buyer for any breach of this Agreement by Seller and
is in lieu of any and all any  other  remedies  that may be  available  to Buyer
hereunder or at law or in equity.

     9.03  Procedures for  Indemnification.  Promptly after service of notice of
any claim or of  process  by any third  person in any matter in respect of which
indemnity may be sought from a party  pursuant to this  Agreement,  the Party so
served  will  notify  the  indemnifying  party  of  the  receipt  thereof.   The
indemnifying  party will have the right to participate in, or assume, at its own
expense,  the  defense  of any such claim or process  (with  counsel  reasonably
acceptable to the indemnified party) or settlement  thereof. If the indemnifying
party  elects to  participate  in or assume  the  defense  of any such  claim or
process,  it  shall  have  reasonable  access  to  all  relevant  materials  and
information  to allow it to do so. After notice from the  indemnifying  party of
its election to assume the defense thereof,  the indemnifying  party will not be
liable to the indemnified  party for any legal or other expense  incurred by the
indemnified  party  in  connection  with  such  defense.  Such  defense  will be
conducted  expeditiously  (but with due regard for obtaining the most  favorable
outcome reasonably likely under the circumstances, taking into account costs and
expenditures) and the indemnified party will be advised promptly of all material
developments.  The indemnifying party will not settle any such claim without the
prior  written  consent of the  indemnified  party,  which  consent shall not be
unreasonably  withheld  or  delayed.  With  respect to any  matter  which is the
subject of any such claim and as to which the  indemnified  party  fails to give
the other party such notice as aforesaid, and such failure adversely affects the
ability of the indemnifying  party to defend such claim or materially  increases
the amount of  indemnification  which the indemnifying party is obligated to pay
hereunder,  the amount of  indemnification  which the indemnified  party will be
entitled to receive  will be reduced to an amount  which the  indemnified  party
would have been  entitled  to receive had such  notice  been  timely  given.  No
settlement of any such claim as to which the indemnifying  party has not elected
to assume the defense  thereof will be made without the prior written consent of
the  indemnifying  party,  which  consent will not be  unreasonably  withheld or
delayed.

                            ARTICLE X. MISCELLANEOUS


     10.01  Severability.  If any provision of this Agreement or the application
of any such provision to any party or  circumstances  shall be determined by any
court of competent  jurisdiction to be invalid and  unenforceable to any extent,


                                       16
<PAGE>


the remainder of this  Agreement or the  application  of such  provision to such
person or  circumstances  other  than those to which it is so  determined  to be
invalid and  unenforceable,  shall not be affected  thereby,  and each provision
hereof shall be validated and shall be enforced to the fullest extent  permitted
by law.

     10.02  Waivers.  Any failure by any party to this  Agreement to comply with
any of its  obligations,  agreements  or  covenants  hereunder  may be waived by
Seller  in the  case of a  default  by the  Buyer  and by Buyer in the case of a
default by the Seller.  A party will not be deemed as a consequence  of any act,
delay, failure, omission,  forbearance or other indulgences granted from time to
time by such party: (1) to have waived,  or to be estopped from exercising,  any
of its  rights  or  remedies  under  this  Agreement,  or (2) to have  modified,
changed, amended, terminated,  rescinded, or superseded any of the terms of this
Agreement,  unless such waiver,  modification,  amendment,  change, termination,
rescission,  or supersession is express, in writing and signed by such party. No
single or partial  exercise  by any party of any right or remedy  will  preclude
other or further exercise thereof or preclude the exercise of any other right or
remedy, and a waiver expressly made in writing on one occasion will be effective
only in that specific instance and only for the precise purpose for which given,
and will not be  construed as a consent to or a waiver of any right or remedy on
any future occasion or a waiver of any right or remedy against any other Person.

     10.03 Notices.  All notices,  consents,  demands,  requests,  approvals and
other  communications  which are required or may be given  hereunder shall be in
writing  and shall be deemed to have  been duly  given if  personally  delivered
(including  overnight  courier  service) or mailed  certified  first class mail,
postage prepaid:

          (a)      If to Seller:             KeySpan Business Solutions, LLC
                                             67B Mountain Blvd. Ext.
                                             P.O. Box 4039
                                             Warren, NJ 07059
                                             Attn: Michael A. Walker
                                             Chief Operating Officer
          with copies to:

                                             John Bishar, Esq.
                                             General Counsel
                                             KeySpan Corporation
                                             One MetroTech Center
                                             Brooklyn, NY 11201


                               and



                                       17
<PAGE>


                                             Charles F. Gergel, Esq.
                                             Cullen and Dykman LLP
                                             44 Wall Street
                                             New York, NY 10005

          (b)                                If to Buyer: Frank J.
                                             Sullivan Buyer
                                             Representative 19 Gateshead
                                             Drive Bridgewater, NJ 08807

          with a copy to:                    Bruce Mantell, Esq.
                                             Mantell & Prince, P.C.
                                             Mountain Heights Center
                                             430 Mountain Avenue
                                             Murray Hill, New Jersey 07974



or to such  other  person or  persons at such  address  or  addresses  as may be
designated  by written  notice to the other parties  hereunder.  Notice shall be
deemed delivered at the time received for personal delivery, or when mailed at a
United States Post Office box or branch office.

     10.04  Applicable  Law. This Agreement  shall be governed and construed and
interpreted in accordance with the laws of the State of New York.

     10.05   Publicity.   The  parties  agree  that  no  publicity   release  or
announcement concerning the transactions  contemplated hereby shall be issued by
any party  without  the  advance  written  consent of the other,  except as such
release or  announcement  may be required by Law, in which case the party making
the release or  announcement  shall show such release or announcement in advance
to the other party.

     10.06 Expenses of Sale. Except as otherwise  specifically  provided herein,
Seller,  on the one hand,  and Buyer,  on the other  hand,  shall bear their own
direct and indirect  expenses  incurred in connection  with the  negotiation and
preparation  of this  Agreement  and the  consummation  and  performance  of the
transactions contemplated thereby, including, without limitation, all legal fees
and fees of any brokers, finders or similar agents.

     10.07 Binding Effect,  Benefits.  This Agreement shall inure to the benefit
of and be binding upon the parties  hereto and their  respective  successors and
assigns; provided, however, that nothing in this Agreement shall be construed to
confer any rights, remedies, obligations or liabilities on any person other than
the parties hereto or their respective successors and assigns.

     10.08 Entire Agreement;  Amendment.  This Agreement together with the other
Instruments delivered in connection herewith,  embodies the entire agreement and
understanding  of the  parties  hereto and  supersedes  any prior  agreement  or


                                       18
<PAGE>


understanding  between the parties  with  respect to the subject  matter of this
Agreement.  This Agreement cannot be amended or terminated orally, but only by a
writing duly executed by the parties.

     10.09  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same document.

     10.10  Headings.  Headings  of the  sections  in  this  Agreement  are  for
reference purposes only and shall not be deemed to have any substantive effect.

     10.11  Assignment.  This  Agreement  may not be  assigned  by either  party
without the prior written consent of the other.

     10.12 Jurisdiction and Enforcement. Each of the Parties irrevocably submits
to the exclusive jurisdiction of (i) the Supreme Court of the State of New York,
New York  County  and (ii) the  United  States  District  Court for the  Eastern
District of New York, for the purposes of any suit,  action or other  proceeding
arising out of this Agreement or any transaction  contemplated  hereby.  Each of
the Parties agrees to commence any action,  suit or proceeding  relating  hereto
either in the United States District Court for the Eastern  District of New York
or, if such  suit,  action or  proceeding  may not be  brought in such court for
jurisdictional  reasons, in the Supreme Court of the State of New York, New York
County.  Each of the Parties  further  agrees that service of process,  summons,
notice or  document  by hand  delivery  or U.S.  registered  mail at the address
specified  for such  Party in  Section  10.03  hereof  (or  such  other  address
specified by such Party pursuant to Section 10.03) shall be effective service of
process for any action,  suit or  proceeding  brought  against such Party in any
such court. Each of the Parties irrevocably and unconditionally waives any claim
with respect to the venue of any action,  suit or proceeding arising out of this
Agreement  or the  transactions  contemplated  hereby  being  located in (i) the
Supreme  Court of the State of New York,  New York  County,  or (ii) the  United
States  District Court for the Eastern  District of New York, and hereby further
irrevocably and  unconditionally  waives and agrees not to plead or claim in any
such court that any such action,  suit or  proceeding  brought in any such court
has been brought in an inconvenient forum.

     [Remainder of page intentionally left blank.  Signatures appear on the next
page.]





                                       19
<PAGE>



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


BUYER:
/s/
-------------------------
Robert B. Snyder

/s/
-------------------------
Frank J. Sullivan

/s/
-------------------------
Robert B. Snyder, Jr.

/s/
-------------------------
Philip J. Andreoli

/s/
------------------------
William J. McKean


SELLER:

KEYSPAN BUSINESS SOLUTIONS, LLC

By: /s/
-------------------------
Name: Michael A. Walker
Title: Senior Vice President & Chief Operating Officer


BINSKY & SNYDER, LLC
By: /s/
-------------------------
Name: Michael A. Walker
Title: Director


BINSKY & SNYDER SERVICE LLC
By: /s/
-------------------------
Name: Alfred C. Bereche
Title: Assistant Secretary




                                       20