DIGITEC 2000, INC.
                               8 West 38th Street
                               New York, NY 10018

                         $1,200,000 10% Six Month Notes
                                       and
                        Warrants to Purchase Common Stock

                                                                  May 19, 1999

To the Holders of the Notes and Warrants
identified in Schedule I

Gentlemen:

            On May 19, 1999, the Board of Directors of Digitec 2000, Inc. (the
"Company"), authorized the Company to offer an exchange of the outstanding
$1,200,000 principal amount of its 10% Six Month Notes (the "Old Notes") issued
pursuant to the Note Purchase Agreements, dated as of September 1, 1998, and
accompanying Warrants to purchase shares of the Common Stock, $.001 par value
per share (the "Common Stock"), of the Company at an exercise price of $2.375
per share. Pursuant to this offer of exchange, the Company is offering to
exchange, effective as of the maturity of the Old Notes, the Old Notes for
promissory notes (the "New Notes") in like principal amount, bearing the same
interest and providing for one year of quarterly payments of interest only,
followed by a second year with quarterly payments equal to 25% of the original
principal amount plus accrued interest on the unpaid principal, which New Notes
will be convertible into shares of the Company's Common Stock at the rate of
$1.10 of principal for each share of Common Stock (the "Conversion Price"). In
addition, pursuant to this offer of exchange, the outstanding warrants (the "Old
Warrants") will be exchanged for warrants (the "New Warrants") providing for the
purchase of three times the number of shares of Common Stock covered by Old
Warrants at a price per share of $1.10 (the "New Exercise Price"). The New Notes
and New Warrants will be dated the Maturity Date of the Old Notes.

            Both the Conversion Price and the New Exercise Price are set at the
average closing price of the Common Stock for the month of March, 1999, the
month of the original maturity of the Old Note. The form of New Notes and New
Warrants are attached hereto as Exhibit A and B, respectively. Upon surrender of
your Old Notes and Old Warrants, the New Notes and New Warrants will be issued
and promptly delivered to you.

            This offer of exchange will remain open until the close of business
on May 21, 1999 and may be accepted by any Holder by executing and faxing to the
Company a copy of this offer in the space provided below. Upon receipt of
acceptance by a Holder, the Old Notes and Old Warrants held by such Holder shall
be deemed amended to reflect the terms of the New Notes

<PAGE>

                                                                               2


and New Warrants in like amounts without further action by Holder or the Company
and the registration provisions of the Note and Warrant Purchase Agreements,
dated as of September 1, 1998, will be amended to provide that the shares of
Common Stock issuable pursuant to the New Warrants will be registered as soon as
practicable by the Company.

            To exchange your Old Notes and Old Warrants, they should be
delivered by Federal Express to the Company's counsel, Patterson, Belknap, Webb
& Tyler LLP, 1133 Avenue of the Americas, New York, New York 10036, Attention:
John E. Schmeltzer, III, Esq., as promptly as possible and the Company will
forward duly executed Notes and Warrants.

                                                DIGITEC 2000, INC.


                                                By:___________________________
                                                   Name: Frank C. Magliato
                                                   Title: President

Exchange offer accepted as
of the 15th day of May, 1999


________________________________

<PAGE>

                                    Exhibit A

                               DIGITEC 2000, INC.
                                10% TWO YEAR NOTE
                               DUE MARCH __, 2001

No. N-                                                               _____, 2001

      DIGITEC 2000, INC., a Nevada corporation (the "Company"), for value
received, hereby promises to pay to

                                ----------------

                              Or Registered Holders
                             The Principal Amount of

                              ONE HUNDRED THOUSAND
                               DOLLARS ($100,000)

and to pay interest (computed on the basis of a 360-day year of twelve 30-day
months) on the principal amount from time to time remaining unpaid hereon at the
rate of Ten Percent (10%) per annum from the date hereof until maturity, payable
each ninety days after issuance and at maturity. The entire then outstanding
principal amount and the unpaid interest shall be payable on ______, 2001. The
principal amount of this Note shall be payable in four equal installments on the
fifth through eighth interest payment dates.

      Payments of principal, premium, if any, and interest shall be made in such
coin or currency of the United States of America as at the time of payment is
legal tender for the payment of public and private debts by wire transfer in
immediately available funds over the Federal Wire Transfer System to the
registered holder hereof at the written instruction of the registered holder
hereof or, at the option of the registered holder hereof, in such manner and at
such other place in the United States of America as the registered holder hereof
shall have designated to the Company in writing. If any amount of principal,
premium, if any, or interest on or in respect of this Note becomes due and
payable on any date which is not a Business Day, such amount shall be payable on
the next Business Day. "Business Day" means any day other than a Saturday,
Sunday, statutory holiday or other day on which banks in New York, New York are
required by law to close or are customer closed.

      The initial Conversion Price shall be $______. The Conversion Price is
subject to adjustment from time to time in the same manner as the Exercise Price
in the Warrant issued in connection with this Note. Irrespective of any
adjustment in the Conversion Price, this Note may continue to express the same
initial Conversion Price as is presently stated herein.
<PAGE>

      The holder of this Note shall have the right, at such holder's option, at
any time, to convert all or any part of the principal amount of this Note (in a
minimum amount of $1,000 or any integral multiple thereof) into Common Stock,
$.001 par value per share (the "Common Stock"), of the Company at the initial
Conversion Price or, in case an adjustment of the Conversion Price shall have
taken place, then at the Conversion Price as last adjusted and in effect at the
date this Note or any portion hereof is surrendered for conversion. In order to
exercise such conversion privilege the holder shall surrender this Note (with
the instructions as to amount to be converted annexed hereto properly completed
and executed) at the principal office of the Company for the Common Stock (or at
such other place as the Company and the holder hereof shall agree upon in
writing). Upon such surrender of this Note, the Company shall issue and cause to
be delivered with all reasonable dispatch to or upon the written order of the
holder of this Note and in such name or names as the holder hereof may
designate, a certificate or certificates for the number of shares of Common
Stock so purchased upon the conversion of this Note. Such certificate or
certificates shall be deemed to have been issued and any person so designated to
be named herein shall be deemed for all purposes to have become a holder of
record of such Common Stock as of the close of business on the date of the
surrender of this Note as aforesaid.

      Each certificate for shares of Common Stock shall contain an appropriate
legend to be substantially in the form set forth on this Note.

      The Company shall pay all interest on this Note or specified portion
hereof surrendered for conversion accrued to the date of surrender of this Note
as aforesaid. In the event that this Note is converted in part only, the Company
shall, upon such conversion, execute and deliver to the holder hereof, at the
expense of the Company, a new Note or Notes of authorized denominations in
principal amounts equal to the unconverted portion of this Note and bearing
interest from the date to which interest has been paid on this Note.

      The Company shall not be required to issue fractions of any share of
Common Stock on the conversion of this Note. If any fraction of any share of
Common Stock would, except for the provisions of this paragraph, be issuable on
the conversion of this Note, the Company shall purchase such fraction for an
amount in cash equal to the value of such fractions computed on the basis of the
closing price for Common Stock on the last trading day prior to the date of
conversion of this Note.

      The Company's obligations under this Note are unconditional and not
subject to deduction, diminution, abatement, counter-claim, defense or set-off
for any reason whatsoever. The Company's obligations hereunder shall not be
subordinate to any other indebtedness of the Company.

      This Note is one of the 10% Two Year Notes of the Company in the aggregate
principal amount of up to $1,200,000.00 issued in exchange for the 10% Six Month
Notes of the Company issued under and pursuant to the terms and provisions of
separate and several Note and Warrant Purchase Agreements, each dated as of
September 1, 1998 (the "Purchase Agreements"), entered into by the Company with
the purchasers named therein; and this Note and the holder hereof are
<PAGE>

entitled equally and ratably with the holders of all other Notes outstanding
under the Purchase Agreements to all the benefits provided for thereby or
referred to therein, to which Purchase Agreements reference is hereby made for
the statement thereof. Said Purchase Agreements also provide for the issuance of
Warrants of the Company to purchase its common stock and provide for the
adjustment of the Exercise Price of such Warrant at Article VI thereof. Upon the
issurance of this Note the provisions of Article VI of the Purchase Agreements
shall be deemed incorporated herein with the substitution of the term
"Conversion Price" for the term "Exercise Price."

      This Note is registered on the books of the Company and is transferable
only by surrender thereof at the office of the Company in New York, New York,
duly endorsed or accompanied by a written instrument of transfer duly executed
by the registered holder of this Note or its attorney duly authorized in
writing. Payment of or on account of principal, premium, if any, and interest on
this Note shall be made only to or upon the order in writing of the registered
holder.

      This Note and the other Notes under the Purchase Agreements are not
subject to prepayment or redemption at the option of the Company prior to its or
their expressed maturity date except on the terms and conditions and in the
amount and with premium, if any, provided for herein and in the Purchase
Agreements. The Company agree to make required prepayments on account of said
Notes in accordance with the provisions of this Note and the Purchase
Agreements.

      THIS NOTE, THE NOTE AND WARRANT PURCHASE AGREEMENTS AND THE OTHER
DOCUMENTS CONTEMPLATED THEREBY, INCLUDING BUT NOT LIMITED TO, THE WARRANTS,
SHALL BE DEEMED TO BE CONTRACTS MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF) AND THE LAWS OF THE UNITED STATES OF
AMERICA.

                              DIGITEC 2000, INC.

                              By: __________________________________
                                    Its: President

THIS NOTE IS SUBJECT TO THE TERMS AND PROVISIONS OF A NOTE AND WARRANT PURCHASE
AGREEMENT, DATED AS OF SEPTEMBER 1, 1998, BETWEEN DIGITEC 2000, INC. (THE
"COMPANY") AND THE PURCHASER NAMED THEREIN (AS SUCH AGREEMENT MAY BE
SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE
"AGREEMENT"). COPIES OF THE AGREEMENT ARE AVAILABLE AT THE OFFICES OF THE
COMPANY.
<PAGE>

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY
STATE SECURITIES OR BLUE SKY LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED,
PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER SAID ACT AND UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR
EXEMPTIONS FROM SUCH REGISTRATION, AS EVIDENCED BY AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY.
<PAGE>

                                    Exhibit B

THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE ISSUED IN
EXCHANGE FOR THE ORIGINAL WARRANTS ISSUED UNDER, AND ARE SUBJECT TO THE TERMS
AND PROVISIONS OF, NOTE AND WARRANT PURCHASE AGREEMENTS, DATED AS OF SEPTEMBER
1, 1998, BETWEEN DIGITEC 2000, INC. (THE "COMPANY") AND THE PURCHASERS NAMED
THEREIN (AS SUCH AGREEMENT MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED
FROM TIME TO TIME, THE "AGREEMENT"). COPIES OF THE AGREEMENT ARE AVAILABLE AT
THE OFFICES OF THE COMPANY.

THESE WARRANTS AND ANY SHARES ISSUABLE UPON THE EXERCISE OF THESE WARRANTS HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY STATE
SECURITIES OR BLUE SKY LAWS. NEITHER THE WARRANTS NOR ANY OF SUCH SHARES MAY BE
OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF REGISTRATION UNDER SAID ACT AND UNDER APPLICABLE STATE SECURITIES OR
BLUE SKY LAWS OR EXEMPTIONS FROM SUCH REGISTRATION, AS EVIDENCED BY AN OPINION
OF COUNSEL AS PROVIDED FOR IN THE AGREEMENT.

                              WARRANT CERTIFICATE

Certificate Number                  Certificate for

W-
------------                        --------------------------------

This Certificate is Transferable
in New York, New York

                               DIGITEC 2000, INC.

               Incorporated under the Laws of the State of Nevada
<PAGE>

            THIS CERTIFIES THAT, ___________ for value received, the registered
holder hereof or registered assigns (the "Holder"), is entitled to purchase from
Digitec 2000, Inc., a Nevada corporation (the "Company"), at any time after the
date hereof and until 5:00 P.M., Eastern Standard Time, _________, 2003 at the
purchase price of $_____ per share (the "Exercise Price"), as adjusted pursuant
to Article 6 of the Note and Warrant Purchase Agreements, dated as of September
1, 1999, among the Company and the original Purchasers named therein (the
"Purchase Agreements"), the number of shares of Common Stock, $.001 par value
per share, of the Company (the "Common Stock") which is equal to the number of
Warrants set forth above. The number of shares purchasable upon exercise of this
Warrant and the Exercise Price per share shall be subject to adjustment from
time to time as set forth in the Purchase Agreements. This Warrant shall not be
redeemable by the Company and the Company shall take no action prior to
September 8, 2003 to terminate this Warrant. This Warrant is issued under and in
accordance with the Purchase Agreement and is subject to the terms of the
Purchase Agreement, to all of which terms every holder of this Warrant
Certificate consents by acceptance hereof.

            A copy of the Purchase Agreement may be obtained for inspection by
the Holder hereof upon written request to the Company.

            This Warrant may be exercised in whole or in part by presentation of
this Warrant with the Election to Exercise at the end hereof duly executed and
simultaneous payment of the Exercise Price (subject to adjustment) at the office
of the Company in New York, New York. Payment of such price shall be made at the
option of the Holder hereof in cash, by check or by surrender of Notes.

            Upon any partial exercise of this Warrant, there shall be issued to
the Holder hereof a new Warrant Certificate in respect of the shares of Common
Stock as to which this Warrant shall not have been exercised. No fractional
shares will be issued upon the exercise of this Warrant, but the Company shall
pay the cash value (as determined pursuant to the Purchase Agreements) of any
fraction of a share of Common Stock upon the exercise of one or more Warrants.

            This Warrant Certificate may be exchanged either separately or in
combination with other Warrant Certificates for new Warrant Certificates
representing the same aggregate number of Warrants as are evidenced by the
Warrant Certificate or Warrant Certificates exchanged. This Warrant Certificate
is transferable at the office of the Company in New York, New York in the manner
and subject to the limitation set forth in the Purchase Agreements.

            This Warrant does not entitle any Holder hereof to any of the rights
of a stockholder of the Company.

Dated: _________, 1999.
                                    DIGITEC 2000, INC.

By:                                 By:
   -------------------------           ---------------------------
     Secretary                           President
<PAGE>

                      Notice of the call will be given as
                   provided in the Warrant Purchase Agreement

                              ELECTION TO EXERCISE

            The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder,
shares of Common Stock, as provided for therein.

            Please issue a certificate or certificates for such shares of Common
Stock in the name of, and pay any cash for any fractional share to:

                                     Name: _____________________________________

                                Signature: _____________________________________

           Taxpayer Identification Number: _____________________________________

                                  Address: _____________________________________

                                     Note: The above signature should correspond
                                           exactly with the name on the face of
                                           this Warrant Certificate or with the
                                           name of assignee appearing in
                                           assignment form below.

Signature Guaranteed

AND, if said number of shares shall not be all the shares purchasable under the
within Warrant, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable thereunder less
any fraction of a share paid in cash and delivered to the address stated above.
<PAGE>

                                   ASSIGNMENT

            For value received, the undersigned hereby sells, assigns and
transfers unto __________________________________________ (Taxpayer
Identification Number: _________________________) the within Warrant, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint _________________________ attorney, to transfer said
Warrant on the books of the within-named Company with full power of substitution
in the premises.

Dated: __________________, 19__


                                           _____________________________________

                                     Note: The above signature should correspond
                                           exactly with the name on the face of
                                           this Warrant Certificate.

Signature Guaranteed


______________________________