CONSULTING AGREEMENT

THIS AGREEMENT is made as of this day, 1996, by and between MORGAN STANLEY & CO.
INCORPORATED,  a Delaware  corporation  ("COMPANY")  with its principal place of
business  at  1585  Broadway,   New  York,  NY  10036  and  Conversion  Services
International,  Inc.  ("CONSULTANT") a New Jersey Corporation with its principal
place of  business  of 315  West  Mount  Pleasant  Avenue  Livingston,  NJ 07039
(201-716-9800).

WHEREAS,  CONSULTANT  desires  to  contract  with  COMPANY  to  perform  certain
services;

NOW, THEREFORE,  in consideration of the mutual covenants  hereinafter  recited,
the parties agree as follows:

1. TERM OF AGREEMENT: This Agreement shall commence as of the date first written
above,  and shall continue until terminated in accordance with the provisions of
paragraph  13  hereof.   On  termination,   COMPANY'S   obligation  to  pay  any
compensation,  except for  services and expenses  already  agreed and  incurred,
shall cease and  terminate.  Termination  of this Agreement for any reason shall
not affect  CONSULTANT'S  obligations  under  paragraphs  10, 11, and 12,  which
obligations  shall  continue  for five (5) years  from the date of  termination.
CONSULTANT'S obligations under paragraph 15 will not be affected by termination,
and will be considered to be ongoing.

2. SCOPE OF WORK: COMPANY desires that CONSULTANT shall perform,  and CONSULTANT
agrees  to  perform,  such  systems  analysis  and  design  services,   computer
programming  services  and/or  other  consulting  services  as are set  forth in
Schedule A, and such other services as hereafter may be requested by COMPANY and
agreed to by CONSULTANT (the "Services").

3.  TECHNICAL  DIRECTION:  CONSULTANT  shall  report  to and  receive  technical
direction only from such COMPANY  employees or officers as are listed in exhibit
1 or as shall be designated by such employees or officers.

4. PRICE:  COMPANY agrees to pay CONSULTANT for Services  rendered in accordance
with  the  Payment   Schedule  set  forth  in  Exhibit  1  attached  hereto  and
incorporated herein. Additional personnel and rates can, by mutual agreement, be
added to this contract through addendum to Exhibit 1.

5. REIMBURSEMENT OF EXPENSES:  COMPANY shall not be liable to CONSULTANT for any
expenses paid or incurred by CONSULTANT unless agreed to in writing.  CONSULTANT
shall  provide  COMPANY with  documentation  evidencing  all approved  expenses,
CONSULTANT agrees to a $35 per diem allowance for CONSULTANT employees when they
are working on COMPANY'S  project.  CONSULTANT agrees to reside in a hotel which
COMPANY has a corporate  relationship.  CONSULTANTS  will use  COMPANY'S  Travel
Department  (212-827-2865-Angela  Lewis at the Morgan  Stanley  Hotel  Desk) for
Hotel reservations. COMPANY'S Travel Department reserves the right to substitute
a comparable Hotel in the event that no rooms are available at which COMPANY has
a corporate rate.

6. PAYMENTS:  COMPANY shall pay each invoice  submitted  hereunder  within sixty
(60) days of the receipt thereof.

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7.  INDEPENDENT  CONTRACTOR:  CONSULTANT  acknowledges  that it is  acting as an
independent contractor, that CONSULTANT is solely responsible for its actions or
inactions,  and that nothing in this Agreement  shall be construed to create and
employment  relationship  between the parties.  CONSULTANT is not  authorized to
enter into  contracts or agreements on behalf of COMPANY or to otherwise  create
obligations of COMPANY to third parties. CONSULTANT shall be responsible for and
shall  maintain  adequate  records of  expenses  it shall incur in the course of
performing Services hereunder and shall be solely responsible for and shall file
, on a timely basis, tax returns and payments required to be filled with or made
to any federal or state or local tax authority  with respect to its  performance
of Services  hereunder.  Neither federal,  nor state nor local income tax of any
kind shall be  withheld  or paid by  COMPANY  ion  behalf of  CONSULTANT  or the
employees of  CONSULTANT.  CONSULTATN  shall not be treated as an employee  with
respect to the Services  performed  hereunder  for  federal,  state or local tax
purposes.

8. CONSULTANT'S PERSONNEL:  The Services provided by CONSULTANT may be performed
by personnel who may be either employees or, with COMPANY's  consent as required
below,  independent  subcontractors  of  CONSULTANT's  for federal tax purposes.
Personnel  supplied by  CONSULTANT  hereunder  are not  COMPANY's  employees  or
agents,  and CONSULTANT assumes full  responsibility for their acts.  CONSULTANT
shall be solely  responsible  for the  payment  of  compensation  of  CONSULTANT
personnel  assigned to perform Services  hereunder,  and such personnel shall be
informed  that they are not entitled to the  provision  of any COMPANY  employee
benefits. COMPANY shall not be responsible for payment of workers' compensation,
disability  benefits and  unemployment  insurance or for  withholding and paying
employment taxes for any CONSULTANT personnel,  but such responsibility shall be
that of ONSULTANT.

In the event that any federal,  state or local government  agency,  any court of
any other applicable entity determines that the personnel provided by CONSULTANT
or any  subcontractor  or assignee of  CONSULTANT  hereunder  are  employees  of
COMPANY  for any  purpose,  CONSULTANT  agrees  to  indemnify  and hold  COMPANY
harmless from all liabilities,  costs and expenses  (including,  but not limited
to, attorney's fees) incurred by COMPANY.

In the event that any CONSULTANT  personnel  performing  services  hereunder are
found to be  unacceptable  to  COMPANY  for any  reason,  COMPANY  shall  notify
CONSULTANT and CONSULTANT shall immediately take appropriate  corrective actions
or remove said personnel from performing Services hereunder and, if requested by
COMPANY, provide a qualified replacement.

In the event that  CONSULTANT  provides  replacement  personnel  for any reason,
CONSULTANT  shall not charge  COMPANY for the number of hours  required to train
the  replacement  until such personnel are familiar with the particular  project
and all work done prior thereto, so that such replacement  personnel are capable
of performing the Services as efficiently as the replaced  personnel at the time
of departure.

CONSULTANT agrees that all CONSULTANT personnel performing Services hereunder at
COMPANY's premises shall, at COMPANY's request, agree to be subject to COMPANY's
standard  procedures and compliance  requirements,  including but not limited to
the following:

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      a)    background check;

      b)    fingerprints and FBI review;

      c)    drug tests;

      d)    execution of COMPANY's Code of Conduct; and

      e)    compliance with COMPANY's Employee Trading Policy.

Prior to performing any Services hereunder, all personnel utilized by CONSULTANT
in connection  with the Services  will be provided by CONSULTANT  with a copy of
this  Agreement and will agree in writing to be bound by all of the  restriction
and covenants in this Agreement which pertain to the personnel.

Notwithstanding any other provision of this Agreement, CONSULTANT may not assign
or  subcontract  any work to be  performed  hereunder  with the express  written
consent of COMPANY.

Upon  execution  of this  Agreement,  CONSULTANT  shall  provide to COMPANY  the
following document:

      a)    if CONSULTANT  is  incorporated,  a certificate  of good standing of
            CONSULTANT  as  a  corporation  under  the  laws  of  the  state  of
            CONSULTANT's incorporation; and


      b)    evidence of CONSULTANT's federal employer identification number.

      Failure by CONSULTANT to provide COMPANY any documents required under this
      section  shall  be  grounds  for  withholding   payments  of  CONSULTANT's
      invoices.

      [Unless  otherwise  agreed to in  writing  by  COMPANY,  CONSULTANT  shall
      provide the services of ________ on a full-time basis].

9. NON-HIRE:  During the term of this  Agreement,  and for one year  thereafter,
neither COMPANY nor CONSULTANT  shall solicit,  hire or knowingly  engage any of
the other party's  employees engaged in the subject matter of this Agreement for
one year following the termination of such employee's  employment with the other
party,  without such other  party's  prior  written  consent.  In the event that
CONSULTANT  provides  COMPANY  with  written  consent  to  hire  any  CONSULTANT
employee, COMPANY will pay a fee in accordance with the following table:

                             CONVERSION FEE SCHEDULE

Length  of time  CONSULTANT  Conversion  Fee  Employee  has  been
providing Services to COMPANY:

Not more than one calendar month        25% of  first year's annual base salary
> 1 month and = 2 months                20.8% of first year's annual base salary

> 2 months and = 3 months               16.6% of first year's annual base salary
> 3 months and = 4 months               12.4% of first year's annual base salary

<PAGE>

> 4 months and = 5 months               8.2% of first year's annual base salary

> 5 months and = 6 months               4% of first year's annual base salary
> 6 months                              No fee

10.  CONFIDENTIAL  INFORMATION:   For  purposes  of  this  Agreement,  the  term
"Confidential  Information"  shall mean any and all  information  of the COMPANY
which is disclosed to the CONSULTANT in written, graphic, recorded, photographic
or any machine readable form or which is orally conveyed to CONSULTANT.

CONSULTANT   covenants  and  agrees  that  CONSULTANT   will  use   Confidential
Information only for the purposes of CONSULTANT's work for the COMPANY and shall
not disclose any  Confidential  Information to any person or persons  outside of
the COMPANY.

CONSULTANT further agrees to store and maintain all Confidential  Information in
a secure place. On the termination of this Agreement,  CONSULTANT  shall deliver
all records,  data,  information,  and any other documents  produced or acquired
during the performance of this Agreement and all copies thereof to COMPANY. Such
material  shall at all times remain the  exclusive  property of COMPANY,  unless
otherwise  agreed in writing.  Upon  termination,  CONSULTANT  agrees to make no
further use or utilization of any Confidential Information.

It is expressly understood that CONSULTANT shall not be liable for disclosure of
any such Confidential Information if the same:

a)    was in the public domain at the time it was disclosed;

b)    is disclosed with the prior written approval of COMPANY;

c)    becomes known to CONSULTANT from a source other than the COMPANYY  without
      breach of this Agreement by CONSULTANT; or

d)    is  disclosed   pursuant  to  the  order  or   requirement   of  a  court,
      administrative agency, or other governmental body.

CONSULTANT  agrees  not to  disclose  the  identity  of  COMPANY  as a client of
CONSULTANT,  the existence of this Agreement,  or the nature of the relationship
established by this Agreement.

11.  DISCLOSURE  OF  INVENTIONS;  INNOVATIONS:  CONSULTANT  agrees  to  promptly
disclose in writing to COMPANY any and all inventions, improvements, discoveries
and  copyrightable  material,   computer  programs,   processes,   manufacturing
techniques,  trade  secret  formula or  know-how,  patentable  or  unpatentable,
copyrightable or uncopyrightable, protectable or unprotectable under any form of
legal  protection  afforded to intellectual  property,  which during the term of
this Agreement, and in relation to the performance of this Agreement, CONSULTANT
may  conceive,  make,  develop,  author or work on in whole or in part solely or
jointly with others.  COMPANY agrees to hold all such  disclosures in confidence
unless the  invention,  improvement,  discovery or work is or becomes  COMPANY's
property as provided in paragraph 12.

12. INVENTIONS, PATENTS, TRADE-MARKS AND COPYRIGHTS:

<PAGE>

(a)     DEFINITIONS:

(1)   The term "work" means any and all  writings,  designs,  models,  drawings,
      photographs,  physical property,  reports,  formulas,  patterns,  devices,
      compilations,  etc., whether or not protectable under Title 17 of the U.S.
      Code,  and which are created for COMPANY by  CONSULTANT,  whether alone or
      with  others,  and  whether  they be created by  independent  contractors,
      employees or agents of CONSULTANT.

(2)   The term "trademark" means any name, word,  phrase,  logo, design or other
      graphic depiction generated during the performance of this Agreement which
      is or can be used to  describe  either a  product  or  service  of  Morgan
      Stanley, and which are created for COMPANY by CONSULTANT, whether alone or
      with  others,  and whether they be c created by  independent  contractors,
      employees or agents of CONSULTANT.

(3)   The  term  "invention"  means  any  designs,   processes,   inventions  or
      discoveries,  whether or not  patentable  or otherwise  protectable  under
      Title 35 of the U.S.  Code,  that are created  for COMPANY by  CONSULTANT,
      whether alone or with others,  and whether they be created by  independent
      contractors, employees or agents of CONSULTANT.

(b)   WORK MADE FOR HIRE:  In  relation  to the  performance  of this  Agreement
      CONSULTANT may create certain works for COMPANY that may be copyrighted of
      copyrightable  under the laws of the United States. To the extent that any
      such works are created,  the CONSULTANT will be considered to have created
      a Work Made for Hire as defined in 17 U.S.C.  ss.101,  and  COMPANY  shall
      have the sole  right to the  copyright.  In the  event  that any such work
      created by CONSULTANT does not qualify as a Work Made for Hire, CONSULTANT
      hereby assigns its copyright and all rights,  throughout the world, in and
      to the work to COMPANY, as provided for in subsection (c) below.

(c)   TITLE TO WORKS, TRADE-MARKS, AND INVENTIONS PRODUCED: It is understood and
      agreed that the entire right,  title and interest  throughout the world to
      all works, trademarks, and/or inventions which are conceived of, prepared,
      procured,  generated or produced,  whether or not reduced to practice,  by
      CONSULTANT,  either solely or jointly with others during the course of, in
      connection with, or as related to the performance of this Agreement, shall
      be and hereby are vested and assigned by CONSULTANT to COMPANY.

CONSULTANT agrees to execute any and all documents  prepared by COMPANY,  and to
do all other lawful acts as may be necessary,  useful or convenient  for COMPANY
to establish, document, and protect such rights.

CONSULTANT   has  acquired  or  shall  acquire  from  each  of  its   employees,
consultants, and subcontractors, if any, the necessary rights to all such works,
trademarks,  and  inventions  produced  by  such  employees,   consultants,  and
subcontractors, within the scope of their employment by CONSULTANT in performing
Services under this Agreement.  CONSULTANT  shall obtain the cooperation of each
such party to secure to COMPANY or its nominees  the rights  COMPANY may acquire
in accordance with the provisions of this paragraph 12.

<PAGE>

13.   TERMINATION: COMPANY may discontinue the use of CONSULTANT's services with
      or without reason or cause, at any time immediately upon written notice to
      CONSULTANT.  CONSULTANT  shall have the right to terminate  this Agreement
      upon prior written notice setting forth the effective date of termination;
      provided,  however,  that  such date  shall  not be prior to  CONSULTANT's
      completion of all Services that  CONSULTANT  shall have agreed to perform.
      In the event of any such  termination,  COMPANY  shall  make  payments  to
      CONSULTANT  for all  work  performed  in  accordance  with the  terms  and
      conditions  herein up to the date of  termination,  and  CONSULTANT  shall
      immediately  return  to  provide  to  COMPANY,  without  limitation,   all
      documents,  drawings  and  other  items of  whatever  nature  supplied  to
      CONSULTANT by COMPANY or developed by  CONSULTANT in accordance  with this
      Agreement.

14.   CONFLICTS  OF  INTEREST:  CONSULTANT  shall  not  act  as  an  agent  for,
      consultant to, or as an officer,  employee, or other representative of any
      subcontractor  or supplier to COMPANY,  nor serve in any of the  foregoing
      capacities for any of COMPANY's  competitors  or prospective  competitors,
      without giving prior written  notification to COMPANY.  CONSULTANT  hereby
      warrants that there is no conflict of interest between  CONSULTANT's other
      employment,  if any,  or  other  CONSULTANT  contracts,  if  any,  and the
      activities to be performed hereunder. CONSULTANT shall advise COMPANY if a
      conflict of interest arises in the future.

15.   WARRANTY INDEMNIFICATION:

(a)   CONSULTANT   represents  and  warrants  that  it  will  not  infringe  any
      copyrights,  patents,  trademarks or other proprietary rights of any third
      party  in  connection  with  CONSULTANT's   performance  of  the  Services
      hereunder.

(b)   CONSULTANT shall  indemnify,  defend and hold COMPANY harmless against all
      losses,  damages, costs or expenses,  including attorney's fees, resulting
      from any suit or  proceeding  brought  for any  claim of  infringement  of
      copyright,  patents,  trademarks or other proprietary rights or for unfair
      competition  arising from  compliance  with or utilization of CONSULTANT's
      designs, specifications or instructions.

16.   REPORTS:  CONSULTANT,  when directed,  shall provide  written reports with
      respect to the Services rendered hereunder.

17.   LAWS AND REGULATIONS:  CONSULTANT and CONSULTANT's  employees shall comply
      with all applicable laws, rules and regulations, as well as all applicable
      securities laws and/or  compliance  regulations and procedures of COMPANY.
      In  particular,  and without  limiting  the  forgoing,  of  CONSULTANT  is
      performing any services on behalf of COMPANY's  municipal finance business
      the following paragraph shall apply:

      COMPANY and CONSULTANT confirm that CONSULTANT is being retained solely to
provide  technical  and  analytical  services  in  connection  with the  matters
contemplated  hereby and not for the purpose of obtaining or retaining municipal
finance business for COMPANY.  Without limiting the generality of the foregoing,
CONSULTANT  agrees  that  (a)  neither  it nor any of its  officers,  directors,
partners and  non-clerical  employees will make any political  contributions  or
other  payments,  directly  or  indirectly,  for the  purposes of  obtaining  or
retaining municipal finance business, (b) it will not enter into any arrangement
with any  third  party to share  in any of the fees  payable  hereunder  without
COMPANY's prior written  consent,  (c) it will comply with all applicable  laws,
rules and regulations  including  ethics rules governing  conflicts of interest,
and (d) it will certify annually during the term of this Agreement to the effect
set forth in the next succeeding sentence. CONSULTANT represents to COMPANY that
neither  it nor  any of  its  officers,  directors,  partners  and  non-clerical
employees  during the past two years or since January 1, 1994 (whichever  period
is shorter) has made or solicited any political contribution to a state or local
official in excess of $250 per candidate per year in the  jurisdiction  in which
CONSULTANT  has been  retained  to work on behalf of  COMPANY  pursuant  to this
Agreement.

<PAGE>

18.   ASSIGNMENT:  CONSULTANT  shall not assign this  Agreement  or any interest
      herein nor delegate any  obligation  hereunder  without the prior  written
      consent of COMPANY.

19.   NOTICES:  All notices,  consents and demands hereunder shall be in writing
      and shall be personally delivered or sent by certified or registered mail,
      return receipt requested,  addresses to the other party at its address ser
      forth in this Agreement,  and shall be deemed given upon receipt.  Notices
      to COMPANY  shall be  addresses  to the  attention  of one of the  COMPANY
      employees  listed in Exhibit 1 and a copy thereof shall be addresses Attn:
      Legal Dept., Technology Unit.

20.   COMPLETE  AGREEMENT:  This agreement  supersedes all prior oral or written
      agreements and understandings between the parties,  constitutes the entire
      agreement  between  the  parties,  and cannot be changed  unless  mutually
      agreed upon in writing by both parties.

21.   ENFORCEABILITY:  In the event any provision of this  Agreement is found to
      be legally  unenforceable,  such  unenforceability  shall not  prevent the
      enforcement of any other provision.

22.   NO WAIVER:  The failure by either party to insist upon strict  performance
      of any of the  provisions  contained in this  Agreement  on any  occasions
      shall  not be  deemed a  waiver  of its  rights  under  that or any  other
      provisions hereof.

23.   GOVERNING  LAW: This  Agreement  shall be governed by, and  constituted in
      accordance  with,  the laws of the  State of New York,  without  regard to
      choice of law rules.

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

               CONSULTANT                            MORGAN STANLEY & CO.
                                                     INCORPORATED

By:            Glenn Peipert                         By:       Merritt M. Lutz

Title:         Senior Vice President                 Title:    Managing Director