Agreement and Plan of Merger

                                      among

                                  TechSys, Inc.

                                Newco TKSS, Inc.

                                       and

                            Fuel Cell Companies, Inc.







                                  April 5, 2001







================================================================================

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<CAPTION>

                                      TABLE OF CONTENTS

Section                                                                                               Page
  No.                                                                                                  No.
  ---                                                                                                  ---

                                            ARTICLE I

                                           THE MERGER
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1.1      The Merger....................................................................................2
1.2      Certificate of Incorporation, Bylaws and Board of Directors...................................2
1.3      Effects of the Merger.........................................................................2
1.4      Manner of Conversion of Stock.................................................................2
1.5      Exchange of Certificates; Payment of Merger Consideration.....................................3
1.6      Tax Treatment.................................................................................4
1.7      Hart Scott Rodino.............................................................................4
1.8      Effective Time................................................................................5
1.9      Closing.......................................................................................5
1.10     Title; Risk of Loss...........................................................................5


                                           ARTICLE II

                                           DEFINITIONS

2.1      Definitions...................................................................................5
2.2      Other Definitional Provisions.................................................................10

                                           ARTICLE III

                           REPRESENTATIONS AND WARRANTIES OF PURCHASER

3.1      Organization and Power........................................................................10
3.2      Capitalization................................................................................11
3.3      Validity of Shares of TechSys Common Stock....................................................11
3.4      Authorization; Binding Effect; No Breach......................................................12
3.5      TechSys Reports; Financial Statements.........................................................12
3.6      Governmental Filings..........................................................................13
3.7      Assets of TechSys.............................................................................13
3.8      Absence of Certain Changes....................................................................13
3.9      Litigation....................................................................................13
3.10     Brokerage.....................................................................................14
3.11     Insurance.....................................................................................14
3.12     Tax Matters...................................................................................14
3.13     Contracts and Commitments.....................................................................16
3.14     Proprietary Rights............................................................................17
3.15     Employees.....................................................................................19
3.16     ERISA.........................................................................................19
3.17     Real Estate...................................................................................20
3.18     Compliance with Laws..........................................................................21
3.19     Product Warranty..............................................................................23
3.20     Powers of Attorney............................................................................23
3.21     Bank Accounts.................................................................................23
3.22     Cash, Cash Equivalents and Collectibles.......................................................23
3.23     Disclosure....................................................................................23

                                           ARTICLE IV

                          REPRESENTATIONS AND WARRANTIES OF THE COMPANY

4.1      Organization and Power; The Company Shares....................................................23
4.2      Capitalization................................................................................24
4.3      Authorization; Binding Effect; No Breach......................................................25
4.4      Subsidiaries; Investments.....................................................................26
4.5      Financial Statements and Related Matters......................................................26
4.6      Absence of Undisclosed Liabilities............................................................27
4.7      Assets of the Company.........................................................................27
4.8      Absence of Certain Developments...............................................................28
4.9      Governmental Filings..........................................................................29
4.10     Tax Matters...................................................................................29
4.11     Contracts and Commitments.....................................................................31
4.12     Proprietary Rights............................................................................33
4.13     Litigation....................................................................................34
4.14     Brokerage.....................................................................................35
4.15     Insurance.....................................................................................35
4.16     Employees.....................................................................................35
4.17     ERISA.........................................................................................35
4.18     Real Estate...................................................................................36
4.19     Compliance with Laws..........................................................................38
4.20     Product Warranty..............................................................................39
4.21     Powers of Attorney............................................................................39
4.22     Bank Accounts.................................................................................39
4.23     Disclosure....................................................................................39

                                            ARTICLE V

                                            COVENANTS

5.1      Proxy Statement/Prospectus; Registration Statement............................................40
5.2      Access to Properties and Records; Confidentiality.............................................41
5.3      Board Representation..........................................................................42
5.4      Post-Merger Officers of TechSys...............................................................43
5.5      Modification of Certain Warrants..............................................................43
5.6      Grant of Certain Warrants.....................................................................43
5.7      Exclusivity...................................................................................43
5.8      Representations and Warranties of Certain Stockholders of the Company.........................44
5.9      Employment Agreements.........................................................................44
5.10     Business Office...............................................................................44
5.11     TechSys Options...............................................................................44
5.12     Company Stockholder Representation Letter.....................................................44
5.13     Division or Combination of TechSys Common Stock...............................................44
5.14     Cancellation of Company Derivative Securities.................................................44
5.15     Offer by the Company..........................................................................44
5.16     Increase in Authorized Shares of TechSys......................................................45
5.17     Conduct of Business of the Company............................................................45
5.18     Negative Covenants............................................................................45
5.19     No Solicitation...............................................................................47
5.20     Further Assurances............................................................................48
5.21     Disbursements by TechSys......................................................................48
5.22     Disbursements by the Company..................................................................49
5.23     Termination of Certain Relationships by the Company Prior to Closing..........................49
5.24     Feldhammer Capital Warrants...................................................................49
5.25     Limitation on Outstanding Shares of Capital Stock of the Company..............................49
5.26     Ownership of Subsidiaries of the Company......................................................49
5.27     Grant of Additional TechSys Options...........................................................49

                                           ARTICLE VI

                                           CONDITIONS

6.1      Conditions to Each Party's Obligations to Effect the Merger...................................50
6.2      Conditions to Obligations of the Company to Effect the Merger.................................50
6.3      Conditions to Obligations of TechSys to Effect the Merger.....................................52


                                           ARTICLE VII


                        [THIS ARTICLE HAS BEEN INTENTIONALLY LEFT BLANK]


                                          ARTICLE VIII

                                           TERMINATION

8.1      Events of Termination.........................................................................55
8.2      Effect of Termination.........................................................................56
8.3      Remedies of Termination After Expiration of Due Diligence Review Period.......................56



                                           ARTICLE IX

                                          MISCELLANEOUS

9.1      Rights and Remedies...........................................................................56
9.2      Waivers, Amendments to be in Writing..........................................................57
9.3      Successors and Assigns........................................................................57
9.4      Governing Law.................................................................................57
9.5      Jurisdiction..................................................................................57
9.6      Notices.......................................................................................57
9.7      Severability of Provisions....................................................................58
9.8      Schedules.....................................................................................58
9.9      Counterparts..................................................................................59
9.10     No Third-Party Beneficiaries..................................................................59
9.11     Headings......................................................................................59
9.12     Merger and Integration........................................................................59
9.13     Transaction Expenses..........................................................................59
9.14     Further Assurances............................................................................59
9.15     Announcements.................................................................................59
9.16     SEC...........................................................................................59


                                 LIST OF EXHIBITS AND SCHEDULES

                                            EXHIBITS

Exhibit                                                                                      Exhibit No.

Form of Warrant Certificate........................................................................ A
Form of Company Stockholders Representation Letter................................................. B
Form of Employment Agreement....................................................................... C
Form of Employment Agreement....................................................................... D
Form of Company Affiliate Letter................................................................... E
Form of Stockholders Agreement......................................................................F

                                            SCHEDULES

Schedule 1.2(a)(iii)       - Board of Directors of Surviving Company
Schedule 1.2(a)(iv)        - Officers of the Surviving Company
Schedule 1.4(c)(iv)        - Surviving Derivative Securities
Schedule 3.1(c)            - Directors, Officers, Certificate Of Incorporation and Bylaws of TechSys
Schedule 3.6               - Governmental Filings
Schedule 3.7               - Rights To Use Assets Used In The Business of TechSys
Schedule 3.9               - Litigation Involving The Purchasers
Schedule 3.11              - Insurance Policies of TechSys
Schedule 3.12              - Tax Matters of TechSys
Schedule 3.13(a)           - Contracts and Commitments of TechSys
Schedule 3.13(e)           - Affiliated Transactions
Schedule 3.14(a)           - Proprietary Rights of TechSys
Schedule 3.14(c)           - Required Consents to Assignment of Proprietary Rights
Schedule 3.15              - Employees of TechSys
Schedule 3.16              - ERISA - TechSys
Schedule 3.17(a)           - Ownership of Real Property of TechSys
Schedule 3.17(b)           - Leased Real Property of TechSys
Schedule 3.18(b)           - Compliance With Laws For TechSys
Schedule 3.19              - Product Warranty By TechSys
Schedule 3.20              - Powers of Attorney On Behalf of TechSys
Schedule 3.21              - TechSys Bank Accounts
Schedule 3.22              - Cash, Cash Equivalent and Collectibles
Schedule 4.1(a)            - Jurisdictions of the Company
Schedule 4.1(b)            - Directors, Officers, Certificate of Incorporation and Bylaws of the Company
Schedule 4.2(a)            - Capitalization
Schedule 4.2(b)            - Capitalization of Subsidiaries of the Company
Schedule 4.3               - Authorizations of the Company
Schedule 4.4               - Subsidiaries and Investments of the Company
Schedule 4.5               - Financial Statements
Schedule 4.6               - Additional Liabilities
Schedule 4.7               - Rights to Use Assets Used in the Business of the Company
Schedule 4.8               - Changes Since the Latest Company Balance Sheet
Schedule 4.9               - Governmental Filings
Schedule 4.10              - Matters of the Company
Schedule 4.11(a)           - Contracts and Commitments of the Company
Schedule 4.11(e)           - Affiliated Transactions
Schedule 4.12(a)           - Proprietary Rights of the Company
Schedule 4.12(c)           - Required Consents to Assignment of Proprietary Rights
Schedule 4.13              - Litigation
Schedule 4.14              - Brokerage
Schedule 4.15              - Insurance Policies of the Company
Schedule 4.16              - Employees of the Company
Schedule 4.17              - ERISA - the Company
Schedule 4.18(a)           - Ownership of Real Property of the Company
Schedule 4.18(b)           - Leased Real Property of the Company
Schedule 4.19(b)           - Compliance With Laws for the Company
Schedule 4.20              - Product Warranty by the Company
Schedule 4.21              - Powers of Attorney on Behalf of the Company
Schedule 4.22              - The Company Bank Accounts
Schedule 5.4(b)            - Eligible Key Employees of the Company
Schedule 5.6               - Grant of Certain Warrants
Schedule 5.8               - Certain Stockholders of the Company
Schedule 5.11              - Allocation of TechSys Options to Certain Key Employees of TechSys
Schedule 5.12              - Certain Stockholders of the Company
Schedule 5.15              - Offer by the Company
Schedule 5.27              - Additional TechSys Options
Schedule 6.2(m)            - Resignations of Certain Directors and Officers of TechSys
Schedule 6.3(q)            - Resignations of Certain Directors and Officers of the Company

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<PAGE>



                          AGREEMENT AND PLAN OF MERGER


                  AGREEMENT  AND PLAN OF  MERGER  made as of April 5,  2001 (the
"Agreement"),  by and among TechSys,  Inc., a New Jersey  corporation having its
principal office at 44 Aspen Drive,  Livingston,  New Jersey 07039  ("TechSys"),
Newco TKSS,  Inc., a New Jersey  corporation  wholly-owned by TechSys having its
principal office at 44 Aspen Drive,  Livingston,  New Jersey 07039 ("Newco," and
together with TechSys, the "Purchasers") and Fuel Cell Companies, Inc., a Nevada
corporation having its principal office at 276 Belmont Place, Mahwah, New Jersey
07430 (the "Company," and together with the Purchasers, the "Parties").

                  WHEREAS,  TechSys owns 100 shares of common stock, without par
value, of Newco (the "Newco Common Stock"),  which TechSys represents constitute
all of the issued and outstanding capital stock of Newco;

                  WHEREAS,  this  Agreement  contemplates a transaction in which
(i) Newco will merge with and into the Company (the  "Merger")  pursuant to this
Agreement and the Plan of Merger (as defined in Section 1.1) and the  applicable
provisions of the laws of the State of New Jersey and the State of Nevada,  (ii)
TechSys will issue the Merger Consideration (as defined in Section 1.4(c)(i)) in
accordance  with Section 1.4, and (iii)  TechSys shall own such number of shares
of the Capital Stock of the Company (as defined herein),  which shall constitute
all of the outstanding Capital Stock of the Company, as provided in Section 1.4;

                  WHEREAS, the Boards of Directors of each of TechSys, Newco and
the Company have duly approved this Agreement and the transactions  contemplated
hereby, including, without limitation, the Merger;

                  WHEREAS,  prior  to  Closing  (as  defined  herein),  each  of
TechSys,  Newco and the Company  shall obtain the  approval of their  respective
stockholders for the transactions contemplated by this Agreement;

                  WHEREAS,  capitalized  terms  used in this  Agreement  but not
defined upon their first usage are defined in Section 2.1.

                  NOW,  THEREFORE,  in consideration of the mutual covenants and
agreements  set  forth  in this  Agreement,  and for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:



<PAGE>


                                    ARTICLE I

                                   THE MERGER

         1.1 The Merger.  At the  Effective  Time (as  defined in Section  1.2),
Newco will be merged with and into the Company  pursuant to this  Agreement  and
the Plan of  Merger  (the  "Plan of  Merger")  to be filed in the  Office of the
Treasurer of the State of New Jersey and in the Office of the Secretary of State
of the State of Nevada,  and the separate  existence  of Newco shall cease.  The
Company  shall be the  surviving  corporation  in the Merger and shall  become a
wholly-owned Subsidiary of TechSys.

         1.2 Certificate of Incorporation, Bylaws and Board of Directors.

                 (a) At the Effective Time:

                           (i) the  articles  of  incorporation  of the  Company
shall be the articles of incorporation of the Surviving Company, except that the
articles of  incorporation  of the Surviving  Company shall be amended to change
the name of the  Surviving  Company to Fuel Cell Cos.,  Inc.  or such other name
upon which TechSys and the Company shall agree;

                           (ii) the  bylaws  of the  Company,  as in  force  and
effect  immediately  prior to the  Effective  Time,  shall be the  bylaws of the
Surviving Company;

                           (iii) the board of directors of the Surviving Company
serving after the Merger shall be those persons  listed as directors on Schedule
1.2(a)(iii);

                           (iv) the officers of the  Surviving  Company  serving
after the Merger and the positions held by each of them shall be as set forth on
Schedule 1.2(a)(iv).

                  (b)  At  the  Effective   Time,  or  as  soon  as  practicable
thereafter,  TechSys shall file with the  Department of Treasury of the State of
New Jersey an amendment to its Certificate of Incorporation changing its name to
Fuel Cell Companies, Inc., or such other name as the Parties may agree.

         1.3 Effects of the Merger.  The Merger shall have the effects  provided
therefor by Chapter 10 of the New Jersey  Business  Corporation  Act and Section
92A of the Nevada Revised Statutes.

         1.4 Manner of Conversion of Stock.  At the Effective Time, by virtue of
the Merger and without any action on the part of any of TechSys,  Newco,  or the
Company, or any stockholder  thereof, the shares of capital stock of the Parties
shall be converted as follows:

                  (a)  Capital  Stock of Newco.  Each share of capital  stock of
Newco issued and  outstanding  immediately  prior to the Effective Time shall be
converted  into one fully paid and  nonassessable  share of common  stock of the
Surviving Company.



<PAGE>


                  (b)  Cancellation of Capital Stock of the Company.  Each share
of Capital  Stock of the Company  that is owned  directly or  indirectly  by the
Company and each share of Capital  Stock of the  Company  issued and held in the
Company's treasury shall be canceled and retired and shall cease to exist and no
capital stock of TechSys, cash or other consideration shall be paid or delivered
in exchange therefor.

                  (c) Issuance of Merger Consideration.

                           (i) Each share of the  Capital  Stock of the  Company
issued and outstanding  immediately  prior to the Effective Time,  excluding any
treasury   shares  and  shares  to  be  canceled   pursuant  to  this  Agreement
(collectively,  the "Company Shares"),  shall be converted at the Effective Time
into the right to receive  0.319746  shares  (the  "Exchange  Ratio") of TechSys
Common Stock (the "Merger Consideration");  provided, that, immediately upon the
consummation of the Merger,  TechSys shall effect a 1.56531 for 1 share division
of the TechSys  Common  Stock or a similarly  proportioned  stock  dividend,  in
accordance with Section 14A:7-15.1 of the New Jersey Business Corporations Act.

                           (ii) Lazar  shall  receive  such  number of shares of
TechSys Common Stock, if any, as agreed upon by the Company and Lazar,  which in
no event shall exceed an aggregate of 819,000 shares.

                           (iii)  Fractional  Shares.  No fraction of a share of
TechSys Common Stock will be issued in connection with the Merger.  Calculations
of the number of shares to be received  by a  shareholder  of the Company  which
result in a fractional  share equal to 0.5 or more of a share will be rounded up
to the nearest whole share of TechSys Common Stock and such  calculations  which
result in a  fractional  share  equal to 0.49 or less of a share will be rounded
down to the nearest whole share of TechSys Common Stock.

                           (iv) Company  Options and Warrants.  At the Effective
Time, other than such warrants set forth on Schedule 1.4(c)(iv),  all options or
warrants  exercisable  for or  convertible  into shares of Capital  Stock of the
Company  granted by the Company  prior to the date hereof which are  outstanding
and  unexercised  immediately  prior to the Effective Time ("Company  Derivative
Securities") shall terminate;

         1.5 Exchange of Certificates; Payment of Merger Consideration.

                  (a) Certificate Delivery  Requirements.  Immediately after the
Effective Time, the Company shall submit a form of Letter of Transmittal to each
stockholder  of the  Company,  pursuant  to which each such  stockholder  of the
Company may  surrender to TechSys the  certificates  that  represent the Company
Shares held by such stockholder (the "Certificates"), accompanied by blank stock
powers duly executed by such stockholder of the Company, against delivery of the
portion of the Merger  Consideration  that is deliverable to such stockholder of
the Company.  Each share of the Capital  Stock of the Company  shall entitle the
holder  thereof to receive its share of the Merger  Consideration  in accordance
with a schedule of the Company's  stockholders to be delivered by the Company to
TechSys  immediately after the Closing.  Until so surrendered,  each Certificate
shall be deemed for all  purposes,  to  evidence  only the right to receive  the
Merger  Consideration in accordance with Section  1.4(c)(i),  and from and after
the Effective Time, the stockholders of the Company shall each cease to have any
rights as a  stockholder  of the  Company,  except  for the  right to  surrender
Certificates in exchange for payment of the Merger Consideration.

                  (b) Exchange Procedures. Upon surrender by each stockholder of
the  Company  of  its  Certificate(s),   TechSys  shall  deliver  to  each  such
stockholder  a  certificate  representing  the number of whole shares of TechSys
Common Stock to which such stockholder is entitled  pursuant to Section 1.4, and
the Certificate(s) so surrendered shall be canceled immediately.

                  (c) No Further  Transfers of Capital Stock of the Company.  As
of the Effective  Time, the stock transfer books of the Company shall be closed,
and thereafter there shall be no further  registration of transfers on the stock
transfer books of the Surviving  Company of the shares of the Company which were
issued and  outstanding  immediately  prior to the Effective Time. If, after the
Effective  Time,  Certificates  are presented to the  Surviving  Company for any
reason, they shall be canceled and exchanged as provided in Section 1.5(a).

                  (d)  Lost,   Stolen   or   Destroyed   Certificates.   If  any
Certificates  evidencing Shares shall have been lost, stolen or destroyed,  then
TechSys  shall  cause  payment to be made in exchange  for such lost,  stolen or
destroyed  certificates,  upon the  delivery to TechSys of an  affidavit of that
fact by the holder  thereof;  provided,  however,  that TechSys may, in its sole
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner  of  such  lost,   stolen  or   destroyed   certificates   to  deliver  an
indemnification  agreement,  without a bond but secured by any shares of TechSys
Common  Stock  issuable to such holder,  having such terms as it may  reasonably
direct as  indemnity  against any claim that may be made  against  TechSys  with
respect to the certificates alleged to have been so lost, stolen or destroyed.

         1.6 Tax  Treatment.  The Parties  intend  that the Merger  qualify as a
tax-free reorganization within the meaning of Section 368 (a)(1)(A) of the Code,
in accordance  with Section  368(a)(2)(E) of the Code. Each Party agrees that it
will use all commercially  reasonable efforts to assure that the Merger shall so
qualify,  and TechSys and the Company each hereby agree that  subsequent  to the
Closing,  neither it nor the Surviving Company will take any action, or take any
position  in a Tax  Return,  that may  reasonably  be  expected to result in the
failure of the Merger to so qualify.

         1.7 Hart Scott  Rodino.  Each Party shall  provide to the other Parties
such  information as may be reasonably  necessary for TechSys and the Company to
determine whether  pre-merger  notification of the Merger must be filed with the
Federal  Trade  Commission  (the "FTC")  pursuant  to the Hart Scott  Rodino Act
("Pre-Merger  Notification").  In the event that  counsel to TechSys  determines
that  Pre-Merger  Notification  must be filed with the FTC,  each of the Parties
hereto shall provide such information as may be reasonably necessary to complete
and file the  Pre-Merger  Notification,  and each of  TechSys  and the  Company,
respectively, shall file such Pre-Merger Notification on a timely basis.



<PAGE>


         1.8 Effective  Time. As soon as  practicable  following  fulfillment or
waiver of the  conditions  specified in Article VI and the  consummation  of the
Closing,  and provided that this Agreement has not been  terminated  pursuant to
Article VIII,  TechSys and the Company shall file the Certificate of Merger with
the  Department of Treasury of the State of New Jersey and with the Secretary of
State of the State of Nevada.  The effective date and time of the Certificate of
Merger with the  Department  of Treasury of the State of New Jersey and with the
Secretary of State of the State of Nevada,  or, if not  simultaneous,  the later
thereof, is referred to herein as, the "Effective Time."

         1.9  Closing.  The  closing  shall take place at the offices of Pitney,
Hardin, Kipp & Szuch, LLP, 200 Campus Drive, Florham Park, New Jersey commencing
at 10:00 a.m. local time (the "Closing"), or at such other time and place as the
Parties may agree, as soon as practicable after the later of (i) the day of (and
immediately following) the receipt of approval of the Merger by the stockholders
of TechSys and the  stockholders  of the Company,  and (ii) the day on which the
last of the conditions set forth in Article VI is satisfied or duly waived.  The
date and time of the Closing are herein referred to as the "Closing Date."

         1.10 Title;  Risk of Loss. Legal title and risk of loss with respect to
the Company  Shares and the  business  of the Company  shall not pass to TechSys
until the Effective Time.


                                   ARTICLE II

                                   DEFINITIONS

         2.1 Definitions.  For purposes hereof,  the following terms,  when used
herein with initial  capital  letters,  shall have the  respective  meanings set
forth herein:

                  "Affiliate" of any Person means any other Person  controlling,
controlled by or under common control with such Person.

                  "Agreement" means this Agreement and Plan of Merger, including
all Exhibits  and  Schedules  hereto,  as it may be amended from time to time in
accordance with its terms.

                  "Assets of the Company" mean the assets of the Company and its
Subsidiaries  shown on the  Latest  Company  Balance  Sheet or  acquired  by the
Company or any  Subsidiary of the Company  after the date of the Latest  Company
Balance Sheet,  less any assets disposed of by the Company or such Subsidiary in
the ordinary  course of business  after the date of the Latest  Company  Balance
Sheet.

                  "Assets  of  TechSys"  mean  the  assets  of  TechSys  and its
Subsidiaries shown on the Latest TechSys Balance Sheet or acquired by TechSys or
any  Subsidiary of TechSys after the date of the Latest  TechSys  Balance Sheet,
less any assets disposed of by TechSys or such Subsidiary in the ordinary course
of business after the date of the Latest TechSys Balance Sheet.

                  "Books  and  Records"  means  all  lists,  records  and  other
information  pertaining to assets,  accounts,  personnel and referral sources of
the Company, all lists and records pertaining to suppliers,  customers licensees
and licensors of the Company, and all other books,  ledgers,  files and business
records of every kind  relating  or  pertaining  to the  Business,  in each case
whether  evidenced  in  writing,   electronically  (including  by  computer)  or
otherwise.

                  "Business  of the  Company"  means the  Company's  business of
acquiring and  developing  technology  and products  involved in the delivery of
energy, with particular emphasis on fuel cells, for a variety of applications.

                  "Capital  Stock of the  Company"  has the meaning set forth in
Section 4.2.

                  "Closing" has the meaning set forth in Section 1.9.

                  "Closing Date" has the meaning set forth in Section 1.9.

                  "Code" means the United States Internal  Revenue Code of 1986,
as amended.

                  "Company   Shares"  has  the  meaning  set  forth  in  Section
1.4(c)(i).

                  "Due Diligence  Review  Period" means the period  beginning on
the date of this  Agreement and ending on the 35th  calendar day following  such
date;  provided,  that, the Due Diligence Review Period for TechSys shall end on
the later of: (i) the 35th calendar day  following  the date of this  Agreement;
and (ii) the 10th  calendar day  following the receipt by TechSys of the Audited
Financial Statements of the Company (as defined in Section 4.5).

                  "Environmental  and Safety  Requirements"  means all  federal,
state, local and foreign statutes, regulations,  ordinances and other provisions
having the force or effect of law, all judicial  and  administrative  orders and
determinations,  all  contractual  obligations  and all common law, in each case
concerning  public health and safety,  worker health and safety and pollution or
protection of the  environment  (including  all those  relating to the presence,
use, production,  generation, handling, transport, treatment, storage, disposal,
distribution,  labeling,  testing,  processing,  discharge,  Release, threatened
Release, control, or cleanup of any Hazardous Substance.

                  "Environmental  Lien"  means any  Lien,  whether  recorded  or
unrecorded,  in favor of any Government Entity relating to any liability arising
under any Environmental and Safety Requirement.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974, as amended.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

                  "GAAP"  means,  at  a  given  time,  United  States  generally
accepted accounting principles, consistently applied.

                  "Government  Entity" means the United States of America or any
other nation, any state or other political  subdivision  thereof,  or any entity
exercising  executive,  legislative,   judicial,  regulatory  or  administrative
functions of government.

                  "Hazardous Substance" means any hazardous,  toxic, radioactive
or chemical  materials,  mixtures,  substances  or wastes;  and  (whether or not
included in the foregoing), any pesticides, pollutants,  contaminants, petroleum
products or by-products, asbestos, polychlorinated biphenyls (or PCBs), noise or
radiation.

                  "Indebtedness" of any Person means, without  duplication:  (a)
indebtedness  for borrowed money or for the deferred  purchase price of property
or  services  in  respect  of which  such  Person  is  liable,  contingently  or
otherwise,  as obligor,  guarantor or otherwise  (other than trade  payables and
other current  liabilities  incurred in the ordinary course of business) and any
commitment  by which such  Person  assures a creditor  against  loss,  including
contingent  reimbursement  obligations  with  respect to letters of credit;  (b)
indebtedness  guaranteed in any manner by such Person,  including a guarantee in
the form of an agreement to  repurchase  or  reimburse;  (c)  obligations  under
capitalized  leases in respect of which such Person is liable,  contingently  or
otherwise,  as  obligor,   guarantor  or  otherwise,  or  in  respect  of  which
obligations  such Person assures a creditor  against loss;  (d) any  unsatisfied
obligation of such Person for "withdrawal  liability" to a "multiemployer plan,"
as such terms are defined under ERISA; and (e) any unfunded liability due to any
Person under any Plan.

                  "Investment"  means, with respect to any Person, any direct or
indirect purchase or other acquisition by such Person of any notes, obligations,
instruments,  stock,  securities  or  other  ownership  or  beneficial  interest
(including  partnership  interests  and joint  venture  interests)  of any other
Person, and any capital contribution by such Person to any other Person.

                  "Knowledge" or "to the Knowledge of" means,  with respect to a
Person,  (a) the actual  knowledge  of such Person  (which  includes  the actual
knowledge of all executive  officers,  directors and executive employees of such
Person)  and (b) the  knowledge  which a  prudent  business  person  would  have
obtained  in the  conduct  of  business  after  making  reasonable  inquiry  and
reasonable diligence with respect to the particular matter in question.

                  "Legal  Requirement"  means any requirement  arising under any
law, statute, ordinance, treaty, rule or regulation, determination, direction or
action of an arbitrator, or determination,  directive or order of any Government
Entity, including any Environmental and Safety Requirement.

                  "Lien"  means  any  mortgage,   pledge,   security   interest,
encumbrance,  easement,  restriction on use, restriction on transfer, charge, or
other  lien;  provided,  however,  with  respect to any Asset that is not owned,
"Lien" means any mortgage,  pledge,  security interest,  encumbrance,  easement,
lease, restriction on use, restriction on transfer, charge, or other lien on the
right of the Company to use or have possession thereof.



<PAGE>


                  "Loss" means,  with respect to any Person,  any  diminution in
value, consequential or other damage, liability, demand, claim, action, cause of
action, cost, damage,  deficiency,  Tax, penalty, fine or other loss or expense,
whether or not arising  out of a third  party  claim,  including  all  interest,
penalties,  reasonable  attorneys'  fees and  expenses  and all amounts  paid or
incurred in connection with any action,  demand,  proceeding,  investigation  or
claim by any third party (including any Government  Entity) against or affecting
such Person or which,  if determined  adversely to such Person,  would give rise
to,  evidence  the  existence  of,  or  relate  to,  any  other  Loss,  and  the
investigation,  defense or settlement of any of the foregoing, together with any
interest that may accrue thereon.

                  "Officer's  Certificate"  of any  Person  means a  certificate
signed by such Person's  president or chief financial  officer (or an individual
having comparable responsibilities with respect to such Person) stating that (a)
the individual  signing such  certificate has made or has caused to be made such
investigations as are necessary in order to permit such individual to verify the
accuracy  of the  information  set  forth  in  such  certificate  and (b) to the
Knowledge of such  individual,  such  certificate does not misstate any material
fact  and does not omit to  state  any fact  necessary  to make the fact  stated
therein not misleading.

                  "Permitted Lien" means, as to the Company Shares,  the TechSys
Shares (as defined herein),  and, as to other Assets of the Company,  and Assets
of TechSys,  (i) any Lien for Taxes not yet due or delinquent or being contested
in good faith by appropriate  proceedings for which adequate  reserves have been
established  in accordance  with GAAP,  (ii) any  statutory  Lien arising in the
ordinary course of business by operation of Law with respect to a Liability that
is not yet due or  delinquent,  and  (iii) any  minor  imperfection  of title or
similar Lien which  individually or in the aggregate with other such Liens could
not  reasonably be expected to materially  adversely  affect the Business of the
Company or the business of TechSys, as the case may be.

                  "Person" means an individual, a partnership, a corporation, an
association,  a limited  liability  company,  a joint stock company,  a trust, a
joint venture,  an unincorporated  organization and a governmental entity or any
department, agency or political subdivision thereof.

                  "Plans" means all Employee  Pension  Plans,  Employee  Welfare
Plans, Other Plans and Multiemployer  Plans to which the Company  contributes or
is a party.

                  "Proprietary  Rights"  means  all of the  following  owned by,
issued  to or  licensed  to the  Company:  (a) all  inventions  (whether  or not
patentable or reduced to practice),  all improvements  thereto, and all patents,
patent  applications,  and patent  disclosures,  together with all  reissuances,
continuations, continuations-in-part,  revisions, extensions, and reexaminations
thereof; (b) all trademarks, service marks, trade dress, logos, trade names, and
corporate names, together with all translations,  adaptations,  derivations, and
combinations  thereof and including all goodwill associated  therewith,  and all
applications,  registrations,  and  renewals in  connection  therewith;  (c) all
copyrightable  works (including software developed by the Company for use in the
Business), all copyrights, and all applications,  registrations, and renewals in
connection  therewith;  (d) all mask works and all applications,  registrations,
and renewals in connection  therewith;  (e) all trade  secrets and  confidential
business  information  (including  ideas,  research and  development,  know-how,
formulas,  compositions,  manufacturing and production processes and techniques,
technical data, designs, drawings, specifications,  customer and supplier lists,
pricing and cost  information,  and business and marketing plans and proposals);
(f) the  Software;  (g) all other  proprietary  rights;  and (h) all  copies and
tangible embodiments thereof (in whatever form or medium).

                  "Release"   means  a  release  or  discharge  of   substances,
including hazardous substances, as set forth in CERCLA.

                  "SEC"  means  the  United  States   Securities   and  Exchange
Commission.

                  "Securities Act" means the Securities of Act 1933, as amended.

                  "Software" means all computer programs,  software, data bases,
source codes,  magnetic tape,  diskettes and punchcards used by or useful to the
Company in the conduct of the  Business as  currently  conducted  and  presently
proposed to be conducted.

                  "Subsidiary" of any Person means any corporation, partnership,
association or other business entity which such Person,  directly or indirectly,
controls or in which such Person has a majority ownership interest. For purposes
of this definition, (i) a Person is deemed to have a majority ownership interest
in a  partnership,  association  or other  business  entity  if such  Person  is
allocated a majority of the gains or losses of such entity or is or controls the
managing director or general partner of such entity, and (ii) neither Technology
Keiretsu,  L.L.C. , a New Jersey limited  liability  company,  nor  SupportScape
Inc., a New York corporation, shall be deemed to be a Subsidiary of TechSys.

                  "Surviving Company" means the Company after the Effective Time
of the Merger.

                  "Taxes"  means any federal,  state,  county,  local or foreign
taxes, charges,  fees, levies, other assessments or withholding taxes or charges
imposed by any  governmental  entity and includes  any  interest  and  penalties
(civil or criminal) on or additions to any such taxes.

                  "Tax Return" means any return, declaration,  report, claim for
refund,  or  information  return or statement  relating to Taxes,  including any
schedule or attachment thereto and any amendment thereof.

                  "Transaction  Documents"  means this Agreement,  and all other
agreements, instruments,  certificates and other documents to be entered into or
delivered by any Party in connection with the Merger.

                  "Treasury   Regulations"  means  the  United  States  Treasury
Regulations promulgated pursuant to the Code.



<PAGE>


         2.2 Other Definitional Provisions.

                  (a) Accounting  Terms.  Accounting terms which are not defined
herein  have the  meanings  given to them under  GAAP.  To the  extent  that the
definition of an  accounting  term set forth in this  Agreement is  inconsistent
with the meaning of such term under GAAP,  the definition in this Agreement will
control.  To the extent that  financial  statements  were prepared in accordance
with GAAP, no change in accounting  principles shall be made from those utilized
in preparing such financial statements (without regard to materiality) including
with respect to the nature of accounts,  level of reserves or level of accruals.
For  purposes of the  preceding  sentence,  "changes in  accounting  principles"
includes all changes in accounting principles,  policies, practices,  procedures
or methodologies with respect to financial  statements,  their classification or
their  display,  as well as all changes in practices,  methods,  conventions  or
assumptions (unless required by objective changes in underlying events) utilized
in making accounting estimates.

                  (b)   "Hereof,"   etc.  The  terms   "hereof,"   "herein"  and
"hereunder"  and terms of  similar  import  are  references  to this  Agreement,
including  all  exhibits  and  Schedules  hereto,  as a  whole  and  not  to any
particular provision of this Agreement.  Section,  clause,  Schedule and exhibit
references  contained in this  Agreement are  references  to Sections,  clauses,
Schedules and exhibits in or to this Agreement, unless otherwise specified.

                  (c) "Including". The term "including" means including, without
limitation.

                  (d)  Successor  Laws.  Any  reference to any  particular  Code
section  or any other law or  regulation  will be  interpreted  to  include  any
revision of or  successor  to that  section  regardless  of how it is  numbered,
classified, or codified.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF PURCHASERS

         As a material inducement  to the Company to enter into this  Agreement,
TechSys  hereby  represents  and warrants to the Company that:

         3.1 Organization and Power

                  (a) TechSys is a corporation duly organized,  validly existing
and in good standing under the laws of the State of New Jersey.  TechSys has the
requisite   corporate  power  and  authority  and  all  licenses,   permits  and
authorizations  necessary to enter into,  deliver and carry out its  obligations
pursuant to the Transaction Documents to which it is a party.

                  (b) Newco is a corporation  duly organized,  validly  existing
and in good  standing  under the laws of the State of New Jersey.  Newco has the
requisite   corporate  power  and  authority  and  all  licenses,   permits  and
authorizations  necessary to enter into,  deliver and carry out its  obligations
pursuant to the Transaction  Documents to which it is a party.  Newco was formed
by TechSys for the sole purpose of entering into the  transactions  contemplated
by the Transaction Documents,  and except for the rights and obligations created
by this Agreement, Newco has no assets, liabilities or operations of any nature.
Newco has not engaged in any business  activities  or conducted  any  operations
other than in connection with the transactions contemplated by this Agreement.

                  (c)  Schedule  3.1(c)  lists the  directors  and  officers  of
TechSys.  TechSys represents and warrants that TechSys has delivered correct and
complete  copies  of the  articles  of  incorporation  and  bylaws  of  TechSys,
including  all  amendments  thereto,  to the  Company  prior to the date of this
Agreement. The minute books and stock transfer ledgers of TechSys, which TechSys
represents  and warrants will be made available to the Company prior to Closing,
contain a true and  complete  record of all action  taken at all meetings and by
all  written  consents in lieu of  meetings  of the  stockholders,  the board of
directors and the  committees of the board of directors and all transfers in the
capital stock of TechSys.

         3.2 Capitalization.

                  (a) The  authorized  capital  stock  of  TechSys  consists  of
20,000,000  shares of Common  Stock,  without  par value  (the  "TechSys  Common
Stock") and 5,000,000 shares of preferred stock (the "TechSys Preferred Stock").
As of March 22,  2001,  there  were  3,923,544  shares of TechSys  Common  Stock
outstanding and no shares of TechSys  Preferred Stock  outstanding.  As of March
22, 2001, a total of 7,068,600  shares of TechSys Common Stock were reserved for
issuance  pursuant  to  outstanding  securities  that  are  convertible  into or
exchangeable  for shares of TechSys Common Stock,  including:  1,066,100  shares
issuable  upon the exercise of options  held by  employees  of TechSys;  310,000
shares  issuable  upon the  exercise of options  held by  directors  of TechSys;
1,350,000  shares  issuable  upon  the  exercise  of  options  held  by  certain
executives  of TechSys,  to be modified in  accordance  with Section 5.5 hereof;
75,000 shares issuable upon the exercise of options held by former directors and
employees  of  TechSys;  467,500  shares  issuable  upon the  exercise  of other
warrants;  and shares issuable upon the exercise of options held by Lazar, to be
canceled at the Effective Time and 100,000 shares  issuable upon the exercise of
options  to be issued to Lazar at the  Effective  Time,  in  accordance  with an
agreement  executed  by Lazar and  TechSys  on or  before  the  Effective  Time;
provided,  that, TechSys and the Company have not otherwise  determined that all
agreements  between  Lazar and TechSys and Lazar and the Company,  respectively,
are not  effective.  Except for  interests  pursuant  to which  shares have been
reserved for issuance as set forth in the preceding sentence or pursuant to this
Agreement,  there are no outstanding or authorized options,  warrants,  purchase
rights,  subscription  rights,  conversion  rights,  exchange  rights  or  other
contracts or commitments that could require TechSys to issue,  sell or otherwise
cause to become  outstanding  any of its capital  stock or equity  interests  or
other instruments convertible into such interests.

                  (b) The  authorized  capital stock of Newco  consists of 2,500
shares of common  stock,  without par value,  of which 100 shares are issued and
outstanding. All of such issued and outstanding shares are owned by TechSys.

         3.3 Validity of Shares of TechSys  Common  Stock.  The shares of common
stock of  TechSys  to be issued in  connection  with the  Merger  (the  "TechSys
Shares") have been duly  authorized and will, when issued in accordance with the
terms hereof,  be validly issued,  fully paid and  non-assessable,  and free and
clear of any pre-emptive rights of the stockholders of TechSys.

         3.4 Authorization; Binding Effect; No Breach.

                  (a) The execution, delivery and performance by TechSys of each
Transaction Document to which it is a party has been duly authorized by TechSys.
Each  Transaction  Document to which TechSys is a party  constitutes a valid and
binding obligation of TechSys which is enforceable against TechSys in accordance
with its  terms.  The  execution,  delivery  and  performance  by TechSys of the
Transaction  Documents  to which it is a party do not and will not (i)  conflict
with or result in a breach of the  terms,  conditions  or  provisions  of,  (ii)
constitute a default under,  (iii) result in a violation of, or (iv) require any
authorization, consent, approval, exemption or other action by or declaration or
notice to any Government Entity pursuant to, the charter or bylaws of TechSys or
any agreement, instrument, or other document, or any Legal Requirement, to which
TechSys or any of its assets is subject.

                  (b) The execution,  delivery and  performance by Newco of each
Transaction  Document to which it is a party has been duly  authorized by Newco.
Each  Transaction  Document  to which Newco is a party  constitutes  a valid and
binding  obligation  of Newco which is  enforceable  against Newco in accordance
with  its  terms.  The  execution,  delivery  and  performance  by  Newco of the
Transaction  Documents  to which it is a party do not and will not (i)  conflict
with or result in a breach of the  terms,  conditions  or  provisions  of,  (ii)
constitute a default under,  (iii) result in a violation of, or (iv) require any
authorization, consent, approval, exemption or other action by or declaration or
notice to any Government  Entity  pursuant to, the charter or bylaws of Newco or
any agreement, instrument, or other document, or any Legal Requirement, to which
Newco or any of its assets is subject.

         3.5 TechSys Reports;  Financial Statements.  TechSys has filed with the
SEC  each  registration  statement,   report,  proxy  statement  or  information
statement  required  to be filed by it since  January 1, 2000  through  the date
hereof,  including (i) TechSys' Annual Report on Form 10-KSB for the years ended
December 31, 1999 and 2000 (the "Form  10-KSBs"),  and (ii)  TechSys'  Quarterly
Reports on Form 10-QSB for the calendar  quarters ended March 31, 2000, June 30,
2000 and September 30, 2000  (collectively,  the "TechSys  Reports"),  copies of
which have been made available to the Company.

                  (a) As of their respective  dates, the TechSys Reports did not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements  made therein,
in light of the circumstances in which they were made, not misleading.

                  (b) As of their respective  dates, the consolidated  financial
statements  included in the Form  10-KSBs  complied  as to form in all  material
respects with then applicable  accounting  requirements  and the published rules
and  regulations  of the SEC  with  respect  thereto.  Each of the  consolidated
balance sheets  included in or  incorporated  by reference into the Form 10-KSBs
(including  the related  notes and  schedules)  fairly  presents in all material
respects the consolidated  financial position of TechSys and its subsidiaries as
of its date and each of the consolidated  statements of income and of changes in
cash flows  included  in or  incorporated  by  reference  into the Form  10-KSBs
(including  any related  notes and  schedules)  fairly  presents in all material
respects the results of  operations  and changes in cash flows,  as the case may
be, of TechSys  for the periods set forth  therein,  in each case in  accordance
with GAAP, except as may be noted therein.

         3.6  Governmental  Filings.  Except as set forth on Schedule 3.6, other
than the filing of the Merger  Certificate  with the State of New Jersey and the
State of Nevada, respectively,  the filing with the SEC of the preliminary Proxy
Statement/Prospectus   and  the  Registration   Statement  (and  any  amendments
thereto),  respectively, the filing with the SEC of a Current Report on Form 8-K
(and any amendments thereto) subsequent to the Effective Time and the Pre-Merger
Notification,  if applicable,  no notices, reports or other filings are required
to be made by TechSys  with,  nor are any  consents,  registrations,  approvals,
permits  or  authorizations  required  to  be  obtained  by  TechSys  from,  any
Government  Entity  in  connection  with  the  execution  and  delivery  of this
Agreement by TechSys and the  consummation of the  transactions  contemplated by
the Transaction Documents.

         3.7 Assets of TechSys.

                  (a)  The  Assets  of  TechSys  (which,  for  purposes  of this
Section,  3.7,  includes  the assets of each  Subsidiary  of TechSys)  and other
assets  reflected  in the Books and  Records  of TechSys  constitute  all of the
assets  and  rights  which are used or  useful in the  business  of  TechSys  as
currently conducted and presently proposed to be conducted;

                  (b)  TechSys  has good and  marketable  title  to,  or a valid
leasehold  interest  in or other  rights to use (which  other  rights to use are
described on the  attached  Schedule  3.7),  all  properties  and assets used by
TechSys in its business,  located on its premises,  shown on the Latest  TechSys
Balance  Sheet or  acquired  by  TechSys  since the date of the  Latest  TechSys
Balance  Sheet,  in each case free and clear of all Liens,  other than Permitted
Liens,  and other than (i)  properties  and assets  disposed of in the  ordinary
course of business and  consistent  with TechSys' past practice by TechSys since
the date of the Latest  TechSys  Balance  Sheet  (which  disposals do not exceed
$25,000 in the aggregate) and (ii) Liens disclosed on the Latest TechSys Balance
Sheet (including any notes thereto); and

                  (c) TechSys'  equipment and other tangible  assets are in good
operating  condition  (subject  to normal  wear and tear) and fit for use in the
ordinary course of business of TechSys and consistent with its past practice.

         3.8  Absence of Certain  Changes.  Except as  disclosed  in the TechSys
Reports filed prior to the date hereof, since December 31, 2000, TechSys and its
subsidiaries  have conducted their  respective  businesses only in, and have not
engaged in any material transaction other than in, the ordinary and usual course
of such  businesses  and there has not been any material  adverse  change in the
financial condition, business, prospects or results of operations of TechSys and
its subsidiaries from December 31, 2000 through the date of this Agreement.

         3.9  Litigation.  Except as set  forth on  Schedule  3.9,  there are no
civil,   criminal   or   administrative   actions,   suits,   claims,   hearing,
investigations,  arbitrations,  or  proceedings  pending or, to the Knowledge of
Purchasers,  threatened against Purchasers  preventing,  or which, if determined
adversely to Purchasers  would prevent  TechSys or Newco from  consummating  the
transactions contemplated by the Transaction Documents.

         3.10 Brokerage.  There is no claim for brokerage commissions,  finders'
fees or similar compensation in connection with the transactions contemplated by
the  Transaction  Documents  which  is  binding  upon  TechSys  or  any  of  its
Subsidiaries.

         3.11  Insurance.  The attached  Schedule 3.11 contains a description of
each insurance policy  maintained by TechSys or its Subsidiaries with respect to
TechSys,  its Subsidiaries,  its properties,  assets or business,  and each such
policy is in full force and effect.  TechSys is not in default of any obligation
pursuant to any insurance policy described on Schedule 3.11.

         3.12 Tax Matters. Except as set forth in the attached Schedule 3.12:

                  (a) TechSys and each  Subsidiary  of TechSys has timely  filed
all Tax Returns that it was required to file.

                  (b) All  such  Tax  Returns  were and are  true,  correct  and
complete in all respects.

                  (c) All Taxes owed by TechSys and each Subsidiary  (whether or
not shown on any Tax Return for all time periods  through the Closing Date) have
been paid.  The amount of liability for unpaid Taxes for all time periods ending
on or before the  Closing  Date will not exceed the amount of current  liability
accruals for Taxes (excluding  reserves for deferred Taxes) as such accruals are
reflected on the most recent TechSys balance sheet.

                  (d) No  information  related to Tax matters has been requested
by any Taxing authority and there are no ongoing  examinations or claims against
TechSys or any Subsidiary for Taxes, and no notice of any audit, examination, or
claim for Taxes, whether pending or threatened, has been received.

                  (e)  TechSys  and  each  Subsidiary   currently  are  not  the
beneficiary of any extension of time within which to file any Tax Return, except
with respect to such Tax Returns due in 2001;

                  (f)  No  claim  has  ever  been  made  by  an  authority  in a
jurisdiction  where TechSys or a Subsidiary does not file Tax Returns that it is
or may be subject to taxation by that jurisdiction.  TechSys and each Subsidiary
is not  required  to file Tax  Returns  in any  jurisdiction  in which it is not
currently filing Tax Returns.

                  (g) There are (and as of  immediately  following  the  Closing
Date there will be) no Liens other than Permitted  Liens on any of the Assets of
TechSys or a Subsidiary  that arose in  connection  with any failure (or alleged
failure) to pay any Tax.

                  (h) TechSys and each  Subsidiary has withheld and paid over to
the proper  governmental  entities all Taxes  required to have been withheld and
paid over in all matters,  including in connection with amounts paid or owing to
any employee,  independent  contractor,  creditor,  stockholder,  or other third
party.



<PAGE>


                  (i) To the  Knowledge  of any  director or officer of TechSys,
there is no basis for the  assertion of any claim  relating or  attributable  to
Taxes which, if adversely determined,  would result in any Lien on the Assets of
TechSys  or  otherwise  have  an  adverse  effect  on  TechSys  or  any  of  its
Subsidiaries or their respective businesses.

                  (j) There are no unresolved  disputes or claims concerning the
Tax liability of TechSys or each Subsidiary.

                  (k) TechSys and each  Subsidiary  have been, and are currently
not, subject to a Tax audit.

                  (l) TechSys and each  Subsidiary have never waived or extended
any statute of  limitations  in respect of Taxes or agreed to any  extension  of
time with respect to any Tax  assessment or deficiency as to which the period of
extension has not elapsed.

                  (m) TechSys has not filed any consent  agreement under Section
341(f) of the Code concerning collapsible corporations.

                  (n) TechSys has never made any  payments,  is not obligated to
make any payments, and is not a party to any agreement that could obligate it to
make any payments that will not be deductible  under Sections  280(G) and 404 of
the Code.

                  (o)  TechSys  has never  been a United  States  real  property
holding corporation within the meaning of Section 897(c)(2) of the Code.

                  (p) TechSys has  disclosed  on its federal  income Tax Returns
all positions taken therein that could give rise to a substantial understatement
of Federal Income Tax within the meaning of Section 6662 of the Code.

                  (q)  TechSys  and each  Subsidiary  are not a party to any Tax
allocation, Tax indemnity or Tax sharing agreement. TechSys (A) has never been a
member of an Affiliated  Group filing a  consolidated  federal income Tax Return
and (B) has no liability for the Taxes of any Person (other than any of TechSys)
under Treas.  Reg.  ss.1.1502-6  (or any similar  provision of state,  local, or
foreign law), as a transferee or successor, by contract, or otherwise.

                  (r)  TechSys  has a taxable  year ended on December 31 of each
year.

                  (s)  TechSys   currently   utilizes  the  accrual   method  of
accounting  for  income  Tax  purposes  and such  method of  accounting  has not
changed.

                  (t) There are no tax rulings,  requests  for rulings,  closing
agreements  or changes of  accounting  method  relating to TechSys or any of its
Subsidiaries  that could affect their  liability  for Taxes for any period after
the Closing Date.

                  (u) No property of TechSys is "tax-exempt use property" within
the meaning of Section 168(h) of the Code.

                  (v)  TechSys  is not a party to any  lease  made  pursuant  to
Section 168(f) of the Code.

                  (w)  TechSys  will not be  required  to  include  in a taxable
period  ending  after the date of the  Closing  income  attributable  to a prior
taxable  period that was not recognized in that prior taxable period as a result
of the  installment  method of  accounting,  the  completed  contract  method of
accounting,  the long-term  contract  method of  accounting,  the cash method of
accounting or Section 481 of the Code or comparable provisions of state or local
or foreign tax law.

         3.13 Contracts and Commitments.

                  (a) Contracts.  Schedule 3.13(a) sets forth a complete list of
all  agreements  to which  TechSys  is a party and all  agreements  to which any
Subsidiary is a party (the "TechSys  Contracts").  All  references to TechSys in
this Section 3.13 refer to both TechSys and to each Subsidiary of TechSys. Other
than this  Agreement  and the  agreements  described  on the  attached  Schedule
3.13(a), neither TechSys nor any Subsidiary of TechSys is a party to any written
or oral:

                           (i) pension,  profit sharing, stock option,  employee
stock  purchase or other plan or  arrangement  providing  for  deferred or other
compensation to employees or any other employee  benefit,  welfare or stock plan
or arrangement which is not described on Schedule 3.13(a),  or any contract with
any labor union, or any severance agreement;

                           (ii) contract for the  employment or engagement as an
independent  contractor of any Person on a full-time,  part-time,  consulting or
other basis;

                           (iii) contract pursuant to which TechSys has advanced
or loaned funds, or agreed to advance or loan funds, to any other Person;

                           (iv)   contract   or   indenture   relating   to  any
Indebtedness or the mortgaging,  pledging or otherwise  placing a Lien on any of
the TechSys Shares or any of the Assets of TechSys;

                           (v) contract  pursuant to which TechSys is the lessee
of,  or holds or  operates,  any real or  personal  property  owned by any other
Person;

                           (vi) contract pursuant to which TechSys is the lessor
of, or permits any third party to hold or operate, any real or personal property
owned by TechSys or of which TechSys is a lessee;

                           (vii) assignment,  license,  indemnification or other
contract with respect to any  intangible  property  (including  any  Proprietary
Right)  which is material to the  business  of TechSys and is not  described  on
Schedule 3.13(a);

                           (viii) contract or agreement with respect to services
rendered  or goods sold or leased to or from  others,  other  than any  customer
purchase  order  accepted in the ordinary  course of business and in  accordance
with TechSys' past practice;

                           (ix)   contract   prohibiting   TechSys  from  freely
engaging in any business anywhere in the world;

                           (x)    independent     sales     representative    or
distributorship agreement with respect to the business of TechSys; or

                           (xi) executory  contract (other than one described in
Sections 3.13(a)(i) through 3.13(a)(x)) which is material to TechSys or involves
a consideration in excess of $5,000.

                  (b)   Enforceability.   Each  TechSys  Contract  described  on
Schedule  3.13(a) is a valid and binding  agreement of TechSys,  enforceable  by
TechSys in accordance with its terms, except as such enforceability  against the
other parties thereto may be limited by (i) applicable  insolvency,  bankruptcy,
reorganization,  moratorium or other similar laws  affecting  creditors'  rights
generally and (ii)  applicable  equitable  principles  (whether  considered in a
proceeding at law or in equity).

                  (c) Compliance. TechSys has performed all obligations required
to be performed by it under each TechSys Contract, and TechSys is not in default
under or in breach  of (nor is it in  receipt  of any claim of any such  default
under or breach of) any such  obligation.  No event has occurred  which with the
passage  of time or the giving of notice  (or both)  would  result in a default,
breach or event of noncompliance under any obligation of TechSys pursuant to any
TechSys Contract.  TechSys has no present  expectation or intention of not fully
performing  any  obligation  of TechSys  pursuant to any TechSys  Contract,  and
TechSys has no Knowledge of any breach or anticipated  breach by any other party
to any TechSys Contract.

                  (d) Leases.  With respect to each TechSys  Contract which is a
lease  of  personal  property,  TechSys  holds a valid  and  existing  leasehold
interest under such lease for the term thereof.

                  (e) Affiliated  Transactions.  Except as set forth on Schedule
3.13(e),  no officer,  director,  stockholder  or  Affiliate  of TechSys (and no
individual  related by blood or  marriage to any such  Person,  and no entity in
which any such Person or individual owns any beneficial  interest) is a party to
any agreement, contract, commitment or transaction with TechSys (other than this
Agreement) or has any interest in any property used by TechSys.

         3.14 Proprietary Rights. All references to TechSys in this Section 3.14
refer to both TechSys and to each Subsidiary of TechSys.

                  (a)  Schedule.   The  attached  Schedule  3.14(a)  contains  a
complete and accurate list of all Proprietary Rights, both domestic and foreign,
including but not limited to (i) all patented or registered  Proprietary  Rights
owned by TechSys  or used in  connection  with its  business,  (ii) all  pending
patent  applications  and applications  for  registrations of other  Proprietary
Rights filed by or on behalf of TechSys or used in connection with the Business,
(iii) all registered trade names, trademarks, corporate names, and websites, and
unregistered trade names, trademarks, and service marks owned by TechSys or used
in connection with its business,  (iv) all inventions,  trade secrets,  or other
proprietary   information  not  otherwise  the  subject  of  a  patent,   patent
application,  or registered  application to register Proprietary Rights, and (v)
all  registered  and  unregistered  copyrights  and computer  software which are
material to the financial  condition,  operating  results,  assets,  customer or
supplier  relations,  employee relations or business  prospects of TechSys.  The
attached  Schedule  3.14(a) also  contains a complete  and accurate  list of all
licenses, covenants not to sue, and other rights granted by TechSys to any third
party, all licenses, covenants not to sue, and other rights granted by any third
party to TechSys,  with respect to any Proprietary Rights, a general description
of all  agreements  or  arrangements  of  escrows  of  source  codes in favor of
licensees  together  with a  description  of the  location of copies of all such
agreements.  The Proprietary  Rights comprise all  intellectual  property rights
which are used or useful in the  operation  of the  business  of  TechSys  or is
otherwise owned by TechSys.

                  (b) Ownership;  Claims.  TechSys owns and possesses all right,
title and  interest  in and to (or has the right to use  pursuant to a valid and
enforceable  license) all Proprietary Rights described on Schedule 3.14(a) which
are necessary or desirable  for the operation of TechSys'  business as presently
conducted and as presently  proposed to be conducted,  and TechSys has taken all
necessary  actions to maintain and protect its  interest in all the  Proprietary
Rights.  The owners of the Proprietary Rights licensed to TechSys have taken all
necessary  actions to  maintain  and protect the  Proprietary  Rights  which are
subject to such licenses.

                           (i) TechSys  owns in the entirety or has the right to
use all of the  Proprietary  Rights  described  on such  Schedule and each other
Proprietary  Right which is  material to the conduct of the  business of TechSys
(in each case  free and clear of all Liens and free of all  claims to the use by
others),

                           (ii) there have been no claims made  against  TechSys
asserting the invalidity,  misuse or unenforceability of any of such Proprietary
Rights, and there are no grounds known to TechSys for any such claim,

                           (iii)  TechSys has not received any notice of (and is
not aware of any facts  which  indicate a  likelihood  of) any  infringement  or
misappropriation  by, or conflict  with,  any Person with respect to any of such
Proprietary  Rights (including any demand or request that TechSys license rights
from any Person),

                           (iv) the  conduct of the  business of TechSys has not
infringed, misappropriated or violated, and does not infringe, misappropriate or
violate in any respect, any proprietary right of any other Person;

                           (v) to the  Knowledge  of TechSys,  such  Proprietary
Rights have not been  infringed,  misappropriated  or violated in any respect by
any other Person, and

                           (vi)   the    consummation   of   the    transactions
contemplated  by  this  Agreement  will  have  no  adverse  effect  on any  such
Proprietary Right.

                  (c) Except as set forth on Schedule  3.14(c),  all Proprietary
Rights set forth on Schedule  3.14(a)  may be assigned by TechSys in  accordance
with this Agreement without obtaining the prior consent of any Person other than
a Party to this Agreement.



<PAGE>


         3.15 Employees.

                  (a)  Continued  Employment.  Except as set  forth on  Schedule
3.15,  to TechSys'  Knowledge,  no executive or key employee of TechSys,  or any
Subsidiary of TechSys, or any group of employees of TechSys or any Subsidiary of
TechSys, has any plans to terminate employment with TechSys or such Subsidiary.

                  (b) Compliance and Restrictions.  TechSys and its Subsidiaries
have  substantially  complied with all laws relating to the employment of labor,
including  provisions of such laws relating to wages,  hours, equal opportunity,
collective  bargaining and the payment of social  security and other taxes,  and
TechSys and its  Subsidiaries  have no labor  relations  problem  (including any
union organization activities, threatened or actual strikes or work stoppages or
grievances). Except as set forth on the attached Schedule 3.15, neither TechSys,
any  Subsidiary of TechSys,  nor any  employees of TechSys or any  Subsidiary of
TechSys  are  subject  to  any   noncompete,   nondisclosure,   confidentiality,
employment,  consulting  or similar  agreement  relating  to,  affecting,  or in
conflict with, the business  activities as presently conducted or as proposed to
be conducted.  Except as set forth on Schedule  3.15, the  consummation  of this
Agreement  will not give  rise to (i) the  vesting  of any  restricted  stock of
TechSys or any Subsidiary of TechSys,  (ii) any change of control provisions set
forth in any  agreement  between  any Person and  TechSys or any  Subsidiary  of
TechSys,  (iii) any severance  payments to become due and owing to any Person by
TechSys or by any Subsidiary of TechSys, or (iv) any other similar benefits.

         3.16 ERISA.  All  references  to TechSys in this  Section 3.16 refer to
both  TechSys  and to each  Subsidiary  of  TechSys.  Except as set forth on the
attached Schedule 3.16, with respect to all current  employees  (including those
on lay-off,  disability  or leave of  absence),  former  employees,  and retired
employees of TechSys:

                  (a)  TechSys  neither  maintains  nor  contributes  to any (i)
employee welfare benefit plans (as defined in Section 3(1) of ERISA)  ("Employee
Welfare  Plans"),  or (ii)  any  plan,  policy  or  arrangement  which  provides
nonqualified deferred compensation,  bonus or retirement benefits,  severance or
"change of  control"  (as set forth in Code  Section  280G)  benefits,  or life,
disability,  accident,  vacation, tuition reimbursement or other fringe benefits
("Other Plans");

                  (b) TechSys does not maintain,  contribute  to, or participate
in any defined  benefit  plan or defined  contribution  plan which are  employee
pension benefit plans (as defined in Section 3(2) of ERISA)  ("Employee  Pension
Plans");

                  (c) TechSys does not contribute to or participate  in, and has
not contributed to or participated in for the past six years, any  multiemployer
plan (as defined in Section 3(37) of ERISA) (a "Multiemployer Plan");

                  (d)  TechSys  does  not  maintain  or have any  obligation  to
contribute to or provide any post-retirement  health, accident or life insurance
benefits to any Employee,  other than limited  medical  benefits  required to be
provided under Code Section 4980B;

                  (e) all Plans (and all related trusts and insurance contracts)
comply in form and in  operation in all material  respects  with the  applicable
requirements of ERISA and the Code;

                  (f) all required reports and descriptions  (including all Form
5500  Annual  Reports,   Summary  Annual  Reports,   PBGC-1s  and  Summary  Plan
Descriptions)  with  respect  to all Plans  have been  properly  filed  with the
appropriate  Government  Entity or distributed to participants,  and TechSys has
complied substantially with the requirements of Code Section 4980B;

                  (g) with respect to each Plan, all contributions,  premiums or
payments  which are due on or  before  the  Closing  Date have been paid to such
Plan; and

                  (h)  TechSys has not  incurred  any  liability  to the Pension
Benefit Guaranty  Corporation  (the "PBGC"),  the United States Internal Revenue
Service,  any  multiemployer  plan or  otherwise  with  respect to any  employee
pension  benefit  plan or with  respect to any  employee  pension  benefit  plan
currently  or  previously  maintained  by  members  of the  controlled  group of
companies  (as  defined in  Sections  414(b) and (c) of the Code) that  includes
TechSys (the  "Controlled  Group") that has not been  satisfied in full,  and no
condition exists that presents a risk to TechSys or any member of the Controlled
Group of incurring  such a liability  (other than liability for premiums due the
PBGC) which could  reasonably be expected to have any adverse  effect on TechSys
or any of the TechSys Shares or any of the Assets of TechSys after the Closing.

         3.17 Real Estate.

                  (a) Owned Properties. Except as set forth on Schedule 3.17(a),
neither TechSys nor any Subsidiary owns any real property.

                  (b) Leased Property.  The attached  Schedule 3.17(b) lists and
describes  briefly all real  property  leased or  subleased to TechSys or to any
Subsidiary of TechSys, and all other real property which is used in the business
of  TechSys  (or any  Subsidiary  of  TechSys)  and not owned by  TechSys or any
Subsidiary  of  TechSys  (the  "TechSys  Leased  Real  Property").  TechSys  has
delivered to the  Company's  legal  counsel  correct and complete  copies of the
leases and  subleases  listed on Schedule  3.17(b)  (collectively,  the "TechSys
Leases").  With  respect to the  TechSys  Leased Real  Property  and each of the
TechSys Leases, except as otherwise set forth on Schedule 3.17(b):

                           (i) such  TechSys  Lease is  legal,  valid,  binding,
enforceable, and in full force and effect;

                           (ii)  TechSys  is not  aware  that any  party to such
TechSys  Lease is in breach or default,  and TechSys is not aware that any event
has occurred which, with notice or lapse of time, would constitute such a breach
or default or permit termination,  modification, or acceleration of such TechSys
Lease;

                           (iii)  TechSys  is not  aware  that any party to such
TechSys Lease has repudiated any provision thereof;

                           (iv)  there  are no  disputes,  oral  agreements,  or
forbearance programs in effect as to such TechSys Lease;

                           (v) in the  case of each  TechSys  Lease  which  is a
sublease,  the  representations  and warranties set forth in clauses  3.17(b)(i)
through (v) are true and correct with respect to the underlying lease;

                           (vi) TechSys has not assigned, transferred, conveyed,
mortgaged,  deeded in trust,  or  encumbered  any  interest in the  leasehold or
subleasehold created pursuant to such TechSys Lease;

                           (vii) none of the TechSys Leases has been modified in
any  respect,  except to the extent that such  modifications  are in writing and
have been delivered or made available to the Company;

                           (viii) to the  Knowledge of TechSys,  all  buildings,
improvements and other structures  located upon the TechSys Leased Real Property
have received all approvals of  Governmental  Entities,  including  licenses and
permits,  required in connection with the operation of the business  thereon and
have been  operated and  maintained  in  accordance  with all  applicable  Legal
Requirements and the terms and conditions of the TechSys Leases; and

                           (ix) to the  Knowledge  of  TechSys,  all  buildings,
structures and other improvements located upon the TechSys Leased Real Property,
including all components thereof, are in good operating condition subject to the
provision of usual and customary  maintenance in the ordinary course of business
with  respect  to  buildings,  structures  and  improvements  of  like  age  and
construction   and  all  water,   gas,   electrical,   steam,   compressed  air,
telecommunication, sanitary and storm sewage and other utility lines and systems
serving the TechSys  Leased Real Property are sufficient to enable the continued
operation of the TechSys Leased Real Property in the manner currently being used
in connection with the operation of the business of TechSys.

         3.18  Compliance  with Laws.  All references to TechSys in this Section
3.18 refer to both TechSys and to each Subsidiary of TechSys.

                  (a) Generally. TechSys has not violated any Legal Requirement,
and TechSys has not received notice alleging any such violation.

                  (b) Required  Permits.  TechSys has  complied  with (and is in
compliance with) all permits, licenses and other authorizations required for the
occupation of TechSys  facilities  and the operation of the business of TechSys.
The items  described  on the attached  Schedule  3.18(b)  constitute  all of the
permits, filings, notices, licenses,  consents,  authorizations,  accreditation,
waivers,  approvals and the like of, to or with any Government  Entity which are
required  for  the  consummation  of  the  Merger,   or  any  other  transaction
contemplated  by the  Transaction  Documents  or the conduct of the  business of
TechSys (as it is presently conducted by TechSys) thereafter.



<PAGE>


                  (c)  Environmental  and Safety Matters.  Without  limiting the
generality of Sections 3.18(a) and (b):

                           (i) TechSys has complied,  and is in compliance with,
all Environmental and Safety Requirements.

                           (ii)   Without   limiting  the   generality   of  the
foregoing,  TechSys has obtained and complied with,  and is in compliance  with,
all permits,  licenses and other authorizations that may be required pursuant to
Environmental  and Safety  Requirements for the occupation of its facilities and
the  operation of the Business.  A list of all such permits,  licenses and other
authorizations is set forth on the attached Schedule 3.18(b).

                           (iii)  TechSys has not  received  any written or oral
notice,  report or other information regarding any liabilities (whether accrued,
absolute, contingent,  unliquidated or otherwise) or investigatory,  remedial or
corrective  obligations,  relating to it or its  facilities  and  arising  under
Environmental and Safety Requirements.

                           (iv) None of the following  exists at any property or
facility owned, operated or occupied by TechSys:

                                  (1) underground   storage  tanks  or  surface
                                      impoundments

                                  (2) asbestos-containing  material in any form
                                      or condition; or

                                  (3) materials   or   equipment    containing
                                      polychlorinated biphenyls.

                           (v) TechSys has not  treated,  stored,  disposed  of,
arranged for or permitted the disposal of, transported, handled, or Released any
substance,  including any Hazardous Substance, or owned or operated any facility
or property,  so as to give rise to liabilities  of TechSys for response  costs,
natural  resource  damages or  attorneys'  fees  pursuant  to the  Comprehensive
Environmental  Response,  Compensation  and  Liability  Act of 1980,  as amended
("CERCLA"), or similar state or local Environmental and Safety Requirements.

                           (vi) Neither this Agreement nor the  consummation  of
the Merger will result in any obligations for site investigation or cleanup,  or
notification to or consent of any Government  Entity or third parties,  pursuant
to any so-called  "transaction-triggered"  or  "responsible  property  transfer"
Environmental and Safety Requirements.

                           (vii)  TechSys  has  not,  either   expressly  or  by
operation of law, assumed or undertaken any liability,  including any obligation
for  corrective  or  remedial  action,  of  any  other  Person  relating  to any
Environmental and Safety Requirements.

                           (viii)  No  Environmental  Lien has  attached  to any
property now or previously owned, leased or operated by TechSys.



<PAGE>


                           (ix) Without limiting the foregoing, no facts, events
or  conditions  relating to the Leased Real  Property,  or other past or present
facilities,  properties or  operations of TechSys will prevent,  hinder or limit
continued  compliance with Environmental and Safety  Requirements,  give rise to
any investigatory,  remedial or corrective obligations pursuant to Environmental
and Safety Requirements, or give rise to any other liabilities (whether accrued,
absolute,  contingent,  unliquidated or otherwise) pursuant to Environmental and
Safety  Requirements,  including  any relating to onsite or offsite  Releases or
threatened Releases of Hazardous Substances, personal injury, property damage or
natural resource damage.

         3.19 Product  Warranty.  Except as set forth on the  attached  Schedule
3.19, all products  manufactured,  serviced,  distributed,  sold or delivered by
TechSys have been manufactured,  serviced, distributed, sold and/or delivered in
conformity  with all  applicable  contractual  commitments  and all  express and
implied  warranties.  No liability of TechSys  exists for  replacement  or other
damages in connection with any such product.

         3.20 Powers of Attorney.  There are no  outstanding  powers of attorney
executed on behalf of TechSys, or on behalf of any Subsidiary of TechSys, except
as set forth on Schedule 3.20.

         3.21 Bank Accounts. Schedule 3.21 identifies the names and locations of
all banks,  depositories and other financial  institutions in which TechSys,  or
any  Subsidiary  of TechSys  or any other  Person on behalf of  TechSys,  has an
account or safe deposit box and the names of all persons  authorized  to draw on
such accounts or to have access to such safe deposit boxes.

         3.22 Cash, Cash  Equivalents and  Collectibles.  As of the date hereof,
TechSys has, in the aggregate,  cash, cash  equivalents  and  collectibles of no
less than $3,000,000 (the "TechSys Cash"), in accordance with Schedule 3.22.

         3.23 Disclosure.  Neither this Article III nor any certificate or other
item delivered to the Company by or on behalf of Purchasers  with respect to the
transactions  contemplated  by the  Transaction  Documents  contains  any untrue
statement of a material fact or omits a material fact which is necessary to make
any statement contained herein or therein not misleading.


                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         As a material  inducement to  Purchasers to enter into this  Agreement,
the Company hereby represents and warrants to Purchasers that:

         4.1 Organization and Power; The Company Shares

                  (a) The  Company  is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Nevada. The Company
is duly qualified to do business in each  jurisdiction in which its ownership of
property or conduct of business requires it to so qualify. Schedule 4.1(a) lists
every jurisdiction where the Company is duly qualified to do business, lists all
states in which  the  Company  owns,  leases or is in  control  of any  personal
property or real  property and all states in which any  employees of the Company
are located,  and identifies each such employee and provides a brief description
of such property. The Company has the requisite corporate power necessary to own
and operate its  properties,  carry on the Business and enter into,  deliver and
carry out the  transactions  contemplated  by the  Transaction  Documents.  Each
Subsidiary of the Company is a corporation duly organized,  validly existing and
in good standing under the laws of its respective State of incorporation  and is
duly  qualified to do business in each  jurisdiction  in which its  ownership of
property or conduct of business requires it to so qualify.

                  (b) Schedule  4.1(b) lists the  directors  and officers of the
Company.  The Company  represents  and warrants  that the Company has  delivered
correct and complete copies of the articles of  incorporation  and bylaws of the
Company,  including all amendments thereto, to TechSys prior to the date of this
Agreement. The minute books and stock transfer ledgers of the Company, which the
Company  represents  and warrants  will be made  available  to TechSys  prior to
Closing,  contain a true and complete record of all action taken at all meetings
and by all written consents in lieu of meetings of the  stockholders,  the board
of directors  and the  committees of the board of directors and all transfers in
the Capital Stock of the Company.

         4.2      Capitalization.

                  (a) As of the date hereof, the authorized capital stock of the
Company consists solely of 100,000,000 shares of common stock,  $0.001 par value
(the "Capital Stock of the Company"),  of which 90,556,750 shares are issued and
outstanding.  At the  Effective  Time,  the  Company  shall  have no  more  than
99,900,000  shares of common stock issued and outstanding  (including  shares of
common stock issuable upon the exercise of options or warrants  convertible into
shares of common stock of the Company).  The Company is not  authorized to issue
preferred  stock.  All issued  and  outstanding  shares of Capital  Stock of the
Company on the date hereof are,  and all shares of Capital  Stock of the Company
that will be issued and  outstanding  immediately  prior to the  Effective  Time
shall  be,  duly  authorized,   validly  issued,  outstanding,  fully  paid  and
nonassessable.

                  The  Company  owns  each  share  of the  Capital  Stock of the
Company described in Section 1.4(b)  beneficially and of record,  free and clear
of all Liens.  With  respect to the Company and any  Subsidiary  of the Company,
except as set forth on Schedule 4.2(a):

                           (i) there are no outstanding  or authorized  options,
warrants,  purchase rights,  subscription  rights,  conversion rights,  exchange
rights or other contracts or commitments  that could require the Company (or any
Subsidiary  of the  Company)  to  issue,  sell  or  otherwise  cause  to  become
outstanding  any of its capital stock or equity  interests or other  instruments
convertible into such interests;

                           (ii) there are no  outstanding  or  authorized  stock
appreciation, phantom stock, profit participation or similar rights with respect
to the Capital Stock of the Company (or the capital  stock of any  Subsidiary of
the Company).

                           (iii)  there are no voting  trusts,  proxies or other
agreements or understandings  with respect to the voting of the capital stock of
the Company (or the capital stock of any Subsidiary of the Company);

                           (iv) no member of the  Company  has any rights in any
specific property of the Company (or any Subsidiary of the Company).

                           (v) neither the  Company  (or any  Subsidiary  of the
Company) nor any of its respective Affiliates has entered into any agreement, or
is bound by any obligation of any kind whatsoever, to transfer or dispose of the
Company  Shares  (or any  shares  of  capital  stock  of any  Subsidiary  of the
Company),  the Business of the Company (or any substantial  portion  thereof) to
any Person other than TechSys,  and neither has entered into any agreement,  nor
are either of them bound by any obligation of any kind whatsoever,  to issue any
Capital  Stock of the  Company (or any capital  stock of any  Subsidiary  of the
Company) to any Person.

                           (vi) since December 31, 1999, (i) the Company has not
declared or made any payment of any dividend or other distribution in respect of
the  Capital  Stock of the  Company,  and  (ii)  there  has not been any  split,
combination  or  reclassification  or any  shares  of the  Capital  Stock of the
Company.

                  (b) The  authorized  capital  stock of each  Subsidiary of the
Company as of the date hereof,  which shall be the  authorized  capital stock of
each such  Subsidiary  immediately  prior to the Effective Time, is set forth on
Schedule  4.2(b).  Schedule  4.2(b)  also sets  forth the  number of issued  and
outstanding  shares of each Subsidiary of the Company on the date hereof,  which
shall be the number of issued and outstanding  shares of each such Subsidiary of
the Company  immediately  prior to the  Effective  Time.  Except as set forth on
Schedule  4.2(b),  no Subsidiary of the Company is authorized to issue preferred
stock. All issued and outstanding  shares of capital stock of each Subsidiary of
the  Company on the date  hereof  are,  and all shares of capital  stock of each
Subsidiary of the Company that will be issued and outstanding  immediately prior
to the Effective Time shall be, duly  authorized,  validly issued,  outstanding,
fully paid and nonassessable, except as set forth on Schedule 4.2(b).

         4.3 Authorization;  Binding Effect; No Breach. The execution,  delivery
and  performance  by the Company of each  Transaction  Document to which it is a
party has been duly  authorized  by the Company.  Each  Transaction  Document to
which the Company is a party  constitutes a valid and binding  obligation of the
Company which is enforceable  against the Company in accordance  with its terms.
Except as set forth on Schedule 4.3, the execution,  delivery and performance of
the  Transaction  Documents  to which the Company is a party do not and will not
(i) conflict  with or result in a breach of the terms,  conditions or provisions
of, (ii)  constitute a default  under,  (iii) result in the creation of any Lien
upon any of the Company Shares or any of the Assets of the Company  under,  (iv)
give any third party the right to modify,  terminate or accelerate any liability
or  obligation  of the  Company  under,  (v) result in a  violation  of, or (vi)
require any authorization,  consent,  approval,  exemption or other action by or
declaration  or notice to any  Government  Entity  pursuant  to, the  charter or
bylaws of the Company or any  agreement,  instrument or other  document,  or any
Legal Requirement, to which the Company, any of the Company Shares or any of the
Assets of the  Company  is  subject.  Without  limiting  the  generality  of the
foregoing,  neither the Company nor any of its  Affiliates  has entered into any
agreement,  or is bound by any  obligation of any kind  whatsoever,  directly or
indirectly, to transfer or dispose of the Company Shares or any portion thereof,
except as provided herein,  or, whether by sale of stock or assets,  assignment,
merger, consolidation or otherwise, the Business of the Company or the Assets of
the  Company  (or any  substantial  portion  thereof)  to any Person  other than
TechSys,  and neither the Company nor any of its Affiliates has entered into any
agreement,  nor  is  any  such  Person  bound  by any  obligation  of  any  kind
whatsoever, to issue any Capital Stock of the Company to any Person.

         4.4 Subsidiaries;  Investments. Schedule 4.4 sets forth a complete list
of all  Subsidiaries of the Company,  the respective  states of incorporation of
each  Subsidiary  of the  Company  and  the  respective  states  in  which  each
Subsidiary of the Company is qualified to conduct business. The Company does not
own, or hold any rights to acquire,  any  capital  stock or any other  security,
interest  or  Investment  in any  other  Person  other  than  investments  which
constitute cash or cash equivalents, other than as set forth on Schedule 4.4.

         4.5 Financial Statements and Related Matters.

                  (a) Financial Statements. The Company has delivered to TechSys
the unaudited  balance sheet of each of the Company and Micro Fuel Cell Systems,
Inc. as of December 31, 2000 (together,  the "Latest Company Balance Sheet") and
the related unaudited  consolidated  statements of income and cash flows for the
two year period then ended (collectively, the "Unaudited Financial Statements"),
copies of which are annexed to Schedule  4.5. The Company  shall,  no later than
May 25, 2001, deliver to TechSys the audited  consolidated balance sheets of the
Company as of December 31, 2000, and the audited related consolidated statements
of income and cash flows for the 12-month  periods ending  December 31, 2000 and
December  31,  1999 as well  as the  interim  consolidated  balance  sheets  and
consolidated  statements  of income  and cash flows for the three  month  period
ended March 31, 2001 (the "Audited Financial Statements").

                           (i) Except as set forth on the attached Schedule 4.5,
each of the  Unaudited  Financial  Statements  (including in all cases the notes
thereto,  if  any)  presents  fairly  in all  material  respects  the  financial
condition of the Company as of the dates of such  statements  and the results of
operation for such periods,  is accurate and  complete,  is consistent  with the
books and records of the Company (which, in turn, are accurate and complete) and
has been  prepared  in  accordance  with  GAAP  applied  on a  consistent  basis
throughout the periods covered  thereby except as noted therein  (subject to the
absence of notes and audit adjustments).

                           (ii)  Except  as set forth on the  attached  Schedule
4.5, each of the Audited Financial Statements  (including in all cases the notes
thereto,  if any) shall  present  fairly in all material  respects the financial
condition of the Company as of the dates of such  statements  and the results of
operation for such periods, shall be accurate and complete,  shall be consistent
with the books and records of the Company  (which,  in turn,  are, and shall be,
accurate and complete) and shall be prepared in accordance  with GAAP applied on
a  consistent  basis  throughout  the periods  covered  thereby  except as noted
therein.



<PAGE>


                  (b)  Receivables.  The notes and  accounts  receivable  of the
Company  on the  Closing  Date  represent  actual  transactions,  will be  valid
receivables,  will be  current  and  collectible,  will not be  subject to valid
counterclaims or setoffs and will be collected in accordance with their terms at
the  aggregate  amount  recorded  on the  Company's  books and records as of the
Closing,  net of an amount of allowances for doubtful  accounts set forth on the
Latest Company  Balance  Sheet,  as adjusted for the passage of time through the
Closing Date in accordance with GAAP.

                  (c) Inventory. The inventory of the Company of the date of the
Latest Company Balance Sheet,  net of the reserves  applicable to such inventory
set forth on the Latest Company  Balance  Sheet,  as adjusted for the passage of
time through the Closing Date in  accordance  with GAAP,  consists of a quantity
and quality which is usable and salable in the ordinary course of business,  and
the items of such inventory are not defective,  slow-moving, obsolete or damaged
and are merchantable and fit for their particular use.

                  (d) Reserves.  The allowance for possible  other  reserves set
forth on the Latest Company  Balance Sheet was adequate at the time to cover all
known or reasonably anticipated contingencies.

         4.6 Absence of Undisclosed Liabilities. Except as set forth on Schedule
4.6, as of the Closing  Date,  neither  the  Company nor any  Subsidiary  of the
Company has any liability (whether accrued, absolute,  contingent,  unliquidated
or otherwise, whether or not known to the Company, whether due or to become due,
and regardless of when asserted)  other than: (a) the  liabilities  set forth on
the face of the Latest Company Balance Sheet, (b) current liabilities which have
arisen  after the date of the Latest  Company  Balance  Sheet,  in the  ordinary
course  of  business  and  consistent  with  the  Company's  past  practice,  as
applicable  (none of which is a liability  resulting  from  breach of  contract,
breach of warranty, tort, infringement, violation of law, claim or lawsuit), all
of which have been disclosed in writing to Purchasers, and (c) other liabilities
and  obligations  expressly  disclosed and quantified in the other  Schedules to
this Agreement.

         4.7 Assets of the Company.

                  (a) The Assets of the  Company  (which,  for  purposes of this
Section 4.7,  includes the assets of each Subsidiary of the Company),  and other
assets  reflected in the Books and Records of the Company  constitute all of the
assets  and  rights  which  are used or  useful  in the  Business  as  currently
conducted and presently proposed to be conducted;

                  (b) The Company has good and  marketable  title to, or a valid
leasehold  interest  in or other  rights to use (which  other  rights to use are
described on the attached Schedule 4.7), all properties and assets used by it in
the  Business  of the  Company,  located  on its  premises,  shown on the Latest
Company  Balance  Sheet or acquired by the Company  since the date of the Latest
Company Balance Sheet, in the each case free and clear of all Liens,  other than
Permitted  Liens,  and other than (i) properties  and assets  disposed of in the
ordinary  course of business and consistent  with the Company's past practice by
the Company since the date of the Latest Company Balance Sheet (which  disposals
do not exceed $25,000 in the  aggregate) and (ii) Liens  disclosed on the Latest
Company Balance Sheet (including any notes thereto); and



<PAGE>


                  (c) The Company's equipment and other tangible assets, and the
equipment and tangible  assets of each  Subsidiary  of the Company,  are in good
operating  condition  (subject  to normal  wear and tear) and fit for use in the
ordinary course of business of the Company and its  Subsidiaries  and consistent
with its past practice.

         4.8 Absence of Certain Developments. Since December 31, 2000, there has
been no adverse change in the financial  condition,  operating results,  assets,
customer or supplier relations,  employee relations or business prospects of the
Company and no customer or vendor has any plans to  terminate  its  relationship
with the Company or any of its Subsidiaries.  Without limiting the generality of
the  preceding  sentence,  except  as set  forth on  Schedule  4.8 or  otherwise
expressly  contemplated by this Agreement,  since the date of the Latest Company
Balance Sheet, neither the Company or any Subsidiary of the Company has:

                  (a)  engaged in any  activity  which has  resulted  in (i) any
acceleration  or delay of the  collection  of the  Company's  accounts  or notes
receivable,  (ii) any delay in the payment in the Company's accounts payable, or
(iii) any increase in the Company's purchases of raw materials,  in each case as
compared with the  Company's  custom and practice in the conduct of the Business
immediately prior to the date of the Latest Company Balance Sheet;

                  (b) discharged or satisfied any Lien or paid any obligation or
liability,  other  than  current  liabilities  paid in the  ordinary  course  of
business and consistent with the Company's past practice;

                  (c)  mortgaged  or pledged  any of the  Company  Shares or any
Asset or subjected any of the Company Shares or any Asset to any Lien;

                  (d) sold, assigned, conveyed, transferred,  canceled or waived
any property,  tangible asset or other  intangible asset or right of the Company
other than in the ordinary  course of business and consistent with the Company's
past practice;

                  (e) waived any right of the Company other than in the ordinary
course of business or consistent with the Company's past practice;

                  (f) made  commitments for capital  expenditures by the Company
which, in the aggregate, would exceed $10,000;

                  (g) made any loan or advance to, or guarantee  for the benefit
of, or any Investment in, any other Person on behalf of the Company;

                  (h)  granted  any bonus or any  increase  in wages,  salary or
other  compensation  to any employee of the Company  (other than any increase in
wages or salaries granted in the ordinary course of business and consistent with
the Company's past practice  granted to any employee who is not affiliated  with
the Company other than by reason of such Person's employment by the Company);

                  (i)  made  any  charitable  contributions  on  behalf  of  the
Company;

                  (j) suffered damages, destruction or casualty losses which, in
the  aggregate,  exceed  $10,000  (whether or not covered by  insurance)  to any
Asset;

                  (k) received any  indication  from any supplier of the Company
to the effect that such supplier  will stop, or decrease the rate of,  supplying
materials,  products or  services  to the Company  (whether or not the Merger is
consummated), or received any indication from any customer of the Company to the
effect that such customer will stop, or decrease the rate of, buying  materials,
products  or  services   from  the  Company   (whether  or  not  the  Merger  is
consummated);

                  (l) entered  into any  transaction  other than in the ordinary
course of business and consistent  with the Company's past practice,  or entered
into any other  transaction,  whether or not in the ordinary course of business,
which may adversely affect the Company;

                  (m)  declared,  set aside,  or paid any  dividend  or made any
distribution  with respect to the Company's capital stock or equity interests or
redeemed, purchased, or otherwise acquired any of the Company's capital stock or
equity interests;

                  (n) adopted or amended any  employee  benefit or welfare  plan
relating to the employees of the Company; or

                  (o)  received  any  indication  from any key  employee  to the
effect that such key employee will terminate employment with the Company; or

                  (p) agreed to do any act  described  in any of clauses  4.8(a)
through (o).

         4.9  Governmental  Filings.  Except as set forth on Schedule 4.9, other
than the filing of the Merger  Certificate  with the State of New Jersey and the
State of Nevada, respectively,  and the Pre-Merger Notification,  if applicable,
no  notices,  reports or other  filings  are  required to be made by the Company
with, nor are any consents, registrations,  approvals, permits or authorizations
required to be obtained by the Company from, any Government Entity in connection
with the  execution  and  delivery  of this  Agreement  by the  Company  and the
consummation of the transactions contemplated by the Transaction Documents.

         4.10 Tax Matters. Except as set forth in the attached Schedule 4.10:

                  (a) The Company and each  Subsidiary of the Company has timely
filed all Tax Returns that it was required to file.

                  (b) All  such  Tax  Returns  were and are  true,  correct  and
complete in all respects.

                  (c) All Taxes owed by the Company and each Subsidiary (whether
or not shown on any Tax Return for all time  periods  through the Closing  Date)
have been paid.  The amount of  liability  for unpaid Taxes for all time periods
ending on or before  the  Closing  Date will not  exceed  the  amount of current
liability  accruals for Taxes  (excluding  reserves for deferred  Taxes) as such
accruals are reflected on the most recent the Company balance sheet.

                  (d) No  information  related to Tax matters has been requested
by any Taxing authority and there are no ongoing  examinations or claims against
the  Company  or  any  Subsidiary  for  Taxes,  and  no  notice  of  any  audit,
examination,  or claim  for  Taxes,  whether  pending  or  threatened,  has been
received.

                  (e) The  Company  and each  Subsidiary  currently  are not the
beneficiary of any extension of time within which to file any Tax Return, except
with respect to such Tax Returns due in 2001;

                  (f)  No  claim  has  ever  been  made  by  an  authority  in a
jurisdiction where the Company or a Subsidiary does not file Tax Returns that it
is or may be subject to  taxation  by that  jurisdiction.  The  Company and each
Subsidiary is not required to file Tax Returns in any  jurisdiction  in which it
is not currently filing Tax Returns.

                  (g) There are (and as of  immediately  following  the  Closing
Date there will be) no Liens other than Permitted  Liens on any of the Assets of
the  Company or a  Subsidiary  that arose in  connection  with any  failure  (or
alleged failure) to pay any Tax.

                  (h) The Company and each Subsidiary has withheld and paid over
to the proper governmental entities all Taxes required to have been withheld and
paid over in all matters,  including in connection with amounts paid or owing to
any employee,  independent  contractor,  creditor,  stockholder,  or other third
party.

                  (i) To  the  Knowledge  of  any  director  or  officer  of the
Company,  there  is no  basis  for  the  assertion  of  any  claim  relating  or
attributable to Taxes which, if adversely  determined,  would result in any Lien
on the Assets of the Company or otherwise  have an adverse effect on the Company
or any of its Subsidiaries or their respective businesses.

                  (j) There are no unresolved  disputes or claims concerning the
Tax liability of the Company or each Subsidiary.

                  (k)  The  Company  and  each  Subsidiary  have  been,  and are
currently not, subject to a Tax audit.

                  (l) The  Company  and each  Subsidiary  have  never  waived or
extended  any  statute  of  limitations  in  respect  of Taxes or  agreed to any
extension of time with respect to any Tax  assessment  or deficiency as to which
the period of extension has not elapsed.

                  (m) The  Company  has not filed any  consent  agreement  under
Section 341(f) of the Code concerning collapsible corporations.

                  (n) The Company has never made any payments,  is not obligated
to make any payments, and is not a party to any agreement that could obligate it
to make any payments that will not be deductible  under Sections  280(G) and 404
of the Code.

                  (o) The Company has never been a United  States real  property
holding corporation within the meaning of Section 897(c)(2) of the Code.

                  (p) The  Company  has  disclosed  on its  federal  income  Tax
Returns  all  positions  taken  therein  that could  give rise to a  substantial
understatement  of Federal  Income Tax within the meaning of Section 6662 of the
Code.

                  (q) The Company and each Subsidiary are not a party to any Tax
allocation,  Tax indemnity or Tax sharing  agreement.  The Company (A) has never
been a member of an Affiliated  Group filing a  consolidated  federal income Tax
Return and (B) has no liability  for the Taxes of any Person  (other than any of
the Company) under Treas.  Reg.  ss.1.1502-6 (or any similar provision of state,
local, or foreign law), as a transferee or successor, by contract, or otherwise.

                  (r) The  Company  has a taxable  year ended on  December 31 of
each year.

                  (s) The  Company  currently  utilizes  the  accrual  method of
accounting  for  income  Tax  purposes  and such  method of  accounting  has not
changed.

                  (t) There are no tax rulings,  requests  for rulings,  closing
agreements or changes of accounting method relating to the Company or any of its
Subsidiaries  that could affect their  liability  for Taxes for any period after
the Closing Date.

                  (u) No property of the Company is  "tax-exempt  use  property"
within the meaning of Section 168(h) of the Code.

                  (v) The  Company is not a party to any lease made  pursuant to
Section 168(f) of the Code.

                  (w) The  Company  will not be required to include in a taxable
period  ending  after the date of the  Closing  income  attributable  to a prior
taxable  period that was not recognized in that prior taxable period as a result
of the  installment  method of  accounting,  the  completed  contract  method of
accounting,  the long-term  contract  method of  accounting,  the cash method of
accounting or Section 481 of the Code or comparable provisions of state or local
or foreign tax law.

         4.11 Contracts and Commitments.

                  (a) Contracts.  Schedule 4.11(a) sets forth a complete list of
all  agreements to which the Company or any Subsidiary of the Company is a party
(the  "Contracts").  All references to the Company in this Section 4.11(a) refer
to both the  Company  and to each  Subsidiary  of the  Company.  Other than this
Agreement and the agreements described on Schedule 4.11(a),  neither the Company
nor any Subsidiary of the Company is a party to any written or oral:

                           (i) pension,  profit sharing, stock option,  employee
stock  purchase or other plan or  arrangement  providing  for  deferred or other
compensation to employees or any other employee  benefit,  welfare or stock plan
or  arrangement  which is not  described on the attached  Schedule  4.17, or any
contract with any labor union, or any severance agreement;

                           (ii) contract for the  employment or engagement as an
independent  contractor of any Person on a full-time,  part-time,  consulting or
other basis;

                           (iii)  contract  pursuant  to which the  Company  has
advanced  or loaned  funds,  or agreed to  advance or loan  funds,  to any other
Person;

                           (iv)   contract   or   indenture   relating   to  any
Indebtedness or the mortgaging,  pledging or otherwise  placing a Lien on any of
the Company Shares or any of the Assets of the Company;

                           (v)  contract  pursuant  to which the  Company is the
lessee of, or holds or  operates,  any real or  personal  property  owned by any
other Person;

                           (vi)  contract  pursuant  to which the Company is the
lessor of, or permits any third  party to hold or operate,  any real or personal
property owned by the Company or of which the Company is a lessee;

                           (vii) assignment,  license,  indemnification or other
contract with respect to any  intangible  property  (including  any  Proprietary
Right) which is material to the Business and is not described on Schedule 4.12;

                           (viii) contract or agreement with respect to services
rendered  or goods sold or leased to or from  others,  other  than any  customer
purchase  order  accepted in the ordinary  course of business and in  accordance
with the Company's past practice;

                           (ix)  contract  prohibiting  the Company  from freely
engaging in any business anywhere in the world;

                           (x)    independent     sales     representative    or
distributorship agreement with respect to the Business; or

                           (xi) executory  contract (other than one described in
Sections  4.11(a)(i)  through  4.11(a)(x))  which is  material to the Company or
involves a consideration in excess of $5,000.

                  (b)  Enforceability.  Each Contract  described on the attached
Schedule 4.11(a) is a valid and binding agreement of the Company, enforceable by
the Company in accordance with its terms, except as such enforceability  against
the  other  parties  thereto  may  be  limited  by  (i)  applicable  insolvency,
bankruptcy,   reorganization,   moratorium  or  other  similar  laws   affecting
creditors' rights generally and (ii) applicable  equitable  principles  (whether
considered in a proceeding at law or in equity).

                  (c)  Compliance.  The Company has  performed  all  obligations
required to be  performed by it under each  Contract,  and the Company is not in
default  under or in  breach of (nor is it in  receipt  of any claim of any such
default  under or breach of) any such  obligation.  No event has occurred  which
with the  passage of time or the giving of notice  (or both)  would  result in a
default,  breach or event of  noncompliance  under any obligation of the Company
pursuant to any Contract. The Company has no present expectation or intention of
not fully performing any obligation of the Company pursuant to any Contract, and
the Company have no Knowledge of any breach or  anticipated  breach by any other
party to any Contract.

                  (d) Leases.  With respect to each Contract which is a lease of
personal  property,  the Company holds a valid and existing  leasehold  interest
under such lease for the term thereof.

                  (e) Affiliated  Transactions.  Except as set forth on Schedule
4.11(e), no officer,  director,  stockholder or Affiliate of the Company (and no
individual  related by blood or  marriage to any such  Person,  and no entity in
which any such Person or individual owns any beneficial  interest) is a party to
any agreement,  contract, commitment or transaction with the Company (other than
this Agreement) or has any interest in any property used by the Company.

                  (f) Copies. Purchasers' legal counsel has been supplied with a
true and correct copy of each written Contract, each as currently in effect.

         4.12 Proprietary  Rights. All references to the Company in this Section
4.12 refer to both the Company and to each Subsidiary of the Company.

                  (a)  Schedule.   The  attached  Schedule  4.12(a)  contains  a
complete and accurate list of all Proprietary Rights, both domestic and foreign,
including but not limited to (i) all patented or registered  Proprietary  Rights
owned by the Company or used in connection  with the Business,  (ii) all pending
patent  applications  and applications  for  registrations of other  Proprietary
Rights  filed by or on  behalf of the  Company  or used in  connection  with the
Business,  (iii) all registered  trade names,  trademarks,  corporate names, and
websites,  and unregistered  trade names,  trademarks and service marks owned by
the Company or used in connection with the Business, (iv) all inventions,  trade
secrets or other proprietary  information not otherwise the subject of a patent,
patent application,  or registered  application to register  Proprietary Rights,
and (v) all registered and unregistered  copyrights and computer  software which
are material to the financial condition,  operating results, assets, customer or
supplier relations, employee relations or business prospects of the Company. The
attached  Schedule  4.12(a) also  contains a complete  and accurate  list of all
licenses,  covenants not to sue, and other rights  granted by the Company to any
third party, all licenses, covenants not to sue, and other rights granted by any
third party to the Company,  with respect to any Proprietary  Rights,  a general
description  of all  agreements  or  arrangements  of escrows of source codes in
favor of licensees  together with a description of the location of copies of all
such  agreements.  The  Proprietary  Rights comprise all  intellectual  property
rights which are used or useful in the operation of the Business or is otherwise
owned by the Company.

                  (b) Ownership;  Claims.  The Company believes that it owns and
possesses  all  right,  title  and  interest  in and to (or has the right to use
pursuant to a valid and enforceable license) all Proprietary Rights described on
Schedule  4.12(a)  which are  necessary  or desirable  for the  operation of the
Company's  business  and is not aware of rights which it does not own or possess
which it believes are necessary  for its business as presently  conducted and as
presently  proposed to be  conducted,  and the  Company has taken all  necessary
actions to maintain and protect its interest in all the Proprietary  Rights. The
Company  believes  that the owners of the  Proprietary  Rights  licensed  to the
Company have taken all necessary actions to maintain and protect the Proprietary
Rights which are subject to such licenses in the United States and in the United
Kingdom.

                           (i) the Company owns in the entirety or has the right
to use all of the Proprietary  Rights  described on such Schedule and each other
Proprietary Right which is material to the conduct of the Business (in each case
free and clear of all Liens and free of all claims to the use by others),

                           (ii)  there  have been no  claims  made  against  the
Company  asserting the  invalidity,  misuse or  unenforceability  of any of such
Proprietary  Rights,  and there are no grounds known to the Company for any such
claim,

                           (iii) the Company has not received any notice of (nor
is it aware of any facts which  indicate a likelihood  of) any  infringement  or
misappropriation  by, or conflict  with,  any Person with respect to any of such
Proprietary  Rights  (including  any demand or request that the Company  license
rights from any Person),

                           (iv) the conduct of the Business  has not  infringed,
misappropriated,  or violated, and does not infringe,  misappropriate or violate
in any respect, any proprietary right of any other Person, nor would Purchasers'
conduct of the  Business as  presently  conducted  infringe,  misappropriate  or
violate in any respect any proprietary right of any other Person,

                           (v) to the Knowledge of the Company, such Proprietary
Rights have not been  infringed,  misappropriated  or violated in any respect by
any other Person, and

                           (vi)   the    consummation   of   the    transactions
contemplated  by  this  Agreement  will  have  no  adverse  effect  on any  such
Proprietary Right.

                  (c) Except as set forth on Schedule  4.12(c),  all Proprietary
Rights  set  forth  on  Schedule  4.12(a)  may be  assigned  by the  Company  in
accordance with this Agreement without obtaining the prior consent of any Person
other than a Party to this Agreement.

         4.13  Litigation.  Except as set forth on  Schedule  4.13,  there is no
action,  suit,  proceeding,  order,  investigation  or claim pending  against or
affecting the Company, any Subsidiary of the Company or the Business (pending or
threatened against or affecting any officer, director or employee of the Company
or of any Subsidiary of the Company),  at law or in equity,  or before or by any
Government Entity,  including (a) with respect to the transactions  contemplated
by  the  Transaction  Documents,  or (b)  concerning  the  design,  manufacture,
rendering  or sale  by the  Company  of any  product  or  service  or  otherwise
concerning the conduct of the Business,  and, in the case of subsections (a) and
(b), there is no basis for any of the foregoing.

         4.14 Brokerage. Except as set forth on Schedule 4.14, there is no claim
for brokerage  commissions,  finders' fees or similar compensation in connection
with the transactions contemplated by the Transaction Documents which is binding
upon the Company or to which the Company or any of the Company  Shares or any of
the Assets of the Company is subject.

         4.15  Insurance.  The attached  Schedule 4.15 contains a description of
each insurance policy maintained by the Company or its Subsidiaries with respect
to the Company, its Subsidiaries,  its properties,  assets or business, and each
such policy is in full force and  effect.  The Company are not in default of any
obligation pursuant to any insurance policy described on Schedule 4.15.

         4.16 Employees.

                  (a)  Continued  Employment.  Except as set  forth on  Schedule
4.16,  to the  Knowledge  of the  Company,  no  executive or key employee of the
Company  or any  Subsidiary  of the  Company  or any group of  employees  of the
Company or any  Subsidiary of the Company has any plans to terminate  employment
with the Company or such Subsidiary.

                  (b) Compliance and  Restrictions.  The Company and each of its
Subsidiaries  have  substantially   complied  with  all  laws  relating  to  the
employment of labor, including provisions of such laws relating to wages, hours,
equal opportunity,  collective bargaining and the payment of social security and
other taxes, and the Company has no labor relations problem (including any union
organization  activities,  threatened  or actual  strikes or work  stoppages  or
grievances).  Except as set forth on Schedule  4.16,  neither the  Company,  any
Subsidiary of the Company nor any employees of the Company or of any  Subsidiary
of the Company are subject to any  noncompete,  nondisclosure,  confidentiality,
employment,  consulting  or similar  agreement  relating  to,  affecting,  or in
conflict with, the Business  activities as presently conducted or as proposed to
be conducted.  Except as set forth on Schedule  4.16, the  consummation  of this
Agreement will not give rise to (i) the vesting of any  restricted  stock of the
Company or any Subsidiary of the Company,  (ii) any change of control provisions
set forth in any agreement between any Person and the Company (or any Subsidiary
of the  Company),  (iii) any  severance  payments to become due and owing to any
Person by the Company or by any  Subsidiary  of the  Company,  or (iv) any other
similar benefits becoming payable.

         4.17 ERISA. All references to the Company in this Section 4.17 refer to
both the Company and to each  Subsidiary of the Company.  Except as set forth on
the attached  Schedule 4.17,  with respect to all current  employees  (including
those on lay-off, disability or leave of absence), former employees, and retired
employees of the Company:

                  (a) the Company  neither  maintains nor contributes to any (i)
employee  welfare benefit plans (as defined in Section 3(1) of ERISA)  (Employee
Welfare  Plans),  or  (ii)  any  plan,  policy  or  arrangement  which  provides
nonqualified deferred compensation,  bonus or retirement benefits,  severance or
"change of  control"  (as set forth in Code  Section  280G)  benefits,  or life,
disability,  accident,  vacation, tuition reimbursement or other fringe benefits
(Other Plans);

                  (b)  the  Company  does  not  maintain,   contribute   to,  or
participate in any defined benefit plan or defined  contribution  plan which are
employee  pension benefit plans (as defined in Section 3(2) of ERISA)  (Employee
Pension Plans);

                  (c) the Company does not contribute to or participate  in, and
has  neither  contributed  to nor  participated  in for the past six years,  any
multiemployer  plan (as  defined  in  Section  3(37) of ERISA) (a  Multiemployer
Plan);

                  (d) the Company  does not maintain or have any  obligation  to
contribute to or provide any post-retirement  health, accident or life insurance
benefits to any Employee,  other than limited  medical  benefits  required to be
provided under Code Section 4980B;

                  (e) all Plans (and all related trusts and insurance contracts)
comply in form and in  operation in all material  respects  with the  applicable
requirements of ERISA and the Code;

                  (f) all required reports and descriptions  (including all Form
5500  Annual  Reports,   Summary  Annual  Reports,   PBGC-1s  and  Summary  Plan
Descriptions)  with  respect  to all Plans  have been  properly  filed  with the
appropriate  Government  Entity or distributed to participants,  and the Company
has complied substantially with the requirements of Code Section 4980B;

                  (g) with respect to each Plan, all contributions,  premiums or
payments  which are due on or  before  the  Closing  Date have been paid to such
Plan; and

                  (h) the Company has not incurred any  liability to the Pension
Benefit  Guaranty  Corporation  (the PBGC),  the United States Internal  Revenue
Service,  any  multiemployer  plan or  otherwise  with  respect to any  employee
pension  benefit  plan or with  respect to any  employee  pension  benefit  plan
currently  or  previously  maintained  by  members  of the  controlled  group of
companies (as defined in Sections  414(b) and (c) of the Code) that includes the
Company  (the  Controlled  Group) that has not been  satisfied  in full,  and no
condition  exists  that  presents  a risk to the  Company  or any  member of the
Controlled  Group of  incurring  such a  liability  (other  than  liability  for
premiums  due the PBGC) which could  reasonably  be expected to have any adverse
effect on the Company or any of the  Company  Shares or any of the Assets of the
Company after the Closing.

         4.18 Real Estate.

                  (a) Owned Properties. Except as set forth on Schedule 4.18(a),
neither the Company nor any Subsidiary thereof owns any real property.

                  (b) Leased Property.  The attached  Schedule 4.18(b) lists and
describes briefly all real property leased or subleased to the Company or to any
Subsidiary  of the  Company,  and all other real  property  which is used in the
Business  and not owned by the Company or any  Subsidiary  of the  Company  (the
"Leased Real Property of the Company"). The Company has delivered to Purchasers'
legal counsel correct and complete copies of the leases and subleases  listed on
Schedule  4.18(b)  (collectively,  the  "Company  Leases").  With respect to the
Leased Real  Property  and each of the  Leases,  except as set forth on Schedule
4.18(b):

                           (i) such  Company  Lease is  legal,  valid,  binding,
enforceable, and in full force and effect;

                           (ii) the  Company is not aware that any party to such
Company  Lease is in breach or  default,  and the  Company is not aware that any
event has occurred which,  with notice or lapse of time, would constitute such a
breach or default or permit termination,  modification,  or acceleration of such
Company Lease;

                           (iii) the Company is not aware that any party to such
Company Lease has repudiated any provision thereof;

                           (iv)  there  are no  disputes,  oral  agreements,  or
forbearance programs in effect as to such Company Lease;

                           (v) in the  case of each  Company  Lease  which  is a
sublease,  the  representations  and warranties set forth in clauses 4.18(b) (i)
through (v) are true and correct with respect to the underlying lease;

                           (vi)  the  Company  has  not  assigned,  transferred,
conveyed,  mortgaged,  deeded  in  trust,  or  encumbered  any  interest  in the
leasehold or subleasehold created pursuant to such Company Lease;

                           (vii) none of the Company Leases has been modified in
any  respect,  except to the extent that such  modifications  are in writing and
have been delivered or made available to Purchasers;

                           (viii)  to  the   Knowledge  of  the   Company,   all
buildings,  improvements  and other  structures  located  upon the  Leased  Real
Property of the Company have  received all approvals or  Governmental  Entities,
including licenses and permits, required in connection with the operation of the
Business  thereon and have been operated and  maintained in accordance  with all
applicable  Legal  Requirements  and the terms  and  conditions  of the  Company
Leases; and

                           (ix) to the Knowledge of the Company,  all buildings,
structures and other  improvements  located upon the Leased Real Property of the
Company,  including all  components  thereof,  are in good  operating  condition
subject to the  provision  of usual and  customary  maintenance  in the ordinary
course of business with respect to buildings,  structures  and  improvements  of
like age and construction and all water, gas, electrical, steam, compressed air,
telecommunication, sanitary and storm sewage and other utility lines and systems
serving the Leased Real  Property  of the Company are  sufficient  to enable the
continued  operation  of the Leased  Real  Property of the Company in the manner
currently  being used in  connection  with the  operation of the Business of the
Company.



<PAGE>


         4.19  Compliance  with  Laws.  All  references  to the  Company in this
Section 4.19 refer to both the Company and to each Subsidiary of the Company.

                  (a)  Generally.   The  Company  has  not  violated  any  Legal
Requirement,  and the  Company  have  not  received  notice  alleging  any  such
violation.

                  (b) Required Permits. The Company has complied with (and is in
compliance with) all permits, licenses and other authorizations required for the
occupation of the Company's  facilities and the operation of the Business of the
Company.  The items described on the attached Schedule 4.19(b) constitute all of
the   permits,   filings,   notices,   licenses,    consents,    authorizations,
accreditation,  waivers,  approvals  and the like of, to or with any  Government
Entity  which are  required  for the  consummation  of the Merger,  or any other
transaction  contemplated  by the  Transaction  Documents  or the conduct of the
Business (as it is presently conducted by the Company) thereafter.

                  (c)  Environmental  and Safety Matters.  Without  limiting the
generality of Sections 4.19(a) and (b):

                           (i) The Company has  complied,  and is in  compliance
with, all Environmental and Safety Requirements.

                           (ii)   Without   limiting  the   generality   of  the
foregoing,  the Company has  obtained and complied  with,  and is in  compliance
with,  all  permits,  licenses  and other  authorizations  that may be  required
pursuant to  Environmental  and Safety  Requirements  for the  occupation of its
facilities  and the  operation  of the  Business.  A list of all  such  permits,
licenses and other authorizations is set forth on the attached Schedule 4.19(b).

                           (iii) The  Company  has not  received  any written or
oral notice,  report or other  information  regarding any  liabilities  (whether
accrued,  absolute,  contingent,  unliquidated  or otherwise) or  investigatory,
remedial or corrective obligations, relating to it or its facilities and arising
under Environmental and Safety Requirements.

                           (iv) None of the following  exists at any property or
facility owned, operated or occupied by the Company:

                                  (1) underground   storage  tanks  or  surface
                                      impoundments

                                  (2) asbestos-containing  material in any form
                                      or condition; or

                                  (3) materials   or   equipment    containing
                                      polychlorinated biphenyls.

                           (v) The Company has not treated, stored, disposed of,
arranged for or permitted the disposal of, transported, handled, or Released any
substance,  including any Hazardous Substance, or owned or operated any facility
or  property,  so as to give rise to  liabilities  of the Company  for  response
costs, natural resource damages or attorneys' fees pursuant to the Comprehensive
Environmental  Response,  Compensation  and  Liability  Act of 1980,  as amended
("CERCLA"), or similar state or local Environmental and Safety Requirements.

                           (vi) Neither this Agreement nor the  consummation  of
the Merger will result in any obligations for site investigation or cleanup,  or
notification to or consent of any Government  Entity or third parties,  pursuant
to any so-called  "transaction-triggered"  or  "responsible  property  transfer"
Environmental and Safety Requirements.

                           (vii) The Company  has not,  either  expressly  or by
operation of law, assumed or undertaken any liability,  including any obligation
for  corrective  or  remedial  action,  of  any  other  Person  relating  to any
Environmental and Safety Requirements.

                           (viii)  No  Environmental  Lien has  attached  to any
property now or previously owned, leased or operated by the Company.

                           (ix) Without limiting the foregoing, no facts, events
or  conditions  relating to the Leased Real  Property,  or other past or present
facilities,  properties or  operations  of the Company will  prevent,  hinder or
limit continued compliance with Environmental and Safety Requirements, give rise
to  any   investigatory,   remedial  or  corrective   obligations   pursuant  to
Environmental  and Safety  Requirements,  or give rise to any other  liabilities
(whether accrued, absolute,  contingent,  unliquidated or otherwise) pursuant to
Environmental  and Safety  Requirements,  including  any  relating  to onsite or
offsite  Releases or  threatened  Releases  of  Hazardous  Substances,  personal
injury, property damage or natural resource damage.

         4.20 Product  Warranty.  Except as set forth on the  attached  Schedule
4.20, all products manufactured, serviced, distributed, sold or delivered by the
Company or by any  Subsidiary of the Company have been  manufactured,  serviced,
distributed, sold and/or delivered in conformity with all applicable contractual
commitments and all express and implied warranties.  No liability of the Company
or any  Subsidiary  of the Company  exists for  replacement  or other damages in
connection with any such product.

         4.21 Powers of Attorney.  There are no  outstanding  powers of attorney
executed  on  behalf of the  Company,  or on  behalf  of any  Subsidiary  of the
Company, except as set forth on Schedule 4.21.

         4.22 Bank Accounts. Schedule 4.22 identifies the names and locations of
all banks,  depositories and other financial  institutions in which the Company,
or any  Subsidiary  of the Company or any other Person on behalf of the Company,
has an account or safe  deposit box and the names of all persons  authorized  to
draw on such accounts or to have access to such safe deposit boxes.

         4.23 Disclosure.  Neither this Article IV nor any schedule, attachment,
written  statement,  certificate or similar item supplied to Purchasers by or on
behalf of the  Company  with  respect to the  transactions  contemplated  by the
Transaction  Documents contains any untrue statement of a material fact or omits
a material fact necessary to make each statement contained herein or therein not
misleading.  There is no fact which the Company have not disclosed to Purchasers
in  writing  and of which the  Company or any  officer,  director  or  executive
employee  of the Company are aware  (other  than  matters of a general  economic
nature)  and which has had or could  reasonably  be  expected to have a material
adverse  effect  upon the  Assets  of the  Company,  the  Company  Shares or the
financial condition,  operating results, assets, customer or supplier relations,
employee relations or business prospects of the Business of the Company.


                                    ARTICLE V

                                    COVENANTS

         5.1 Proxy Statement/Prospectus; Registration Statement.

                  (a) Proxy Statement/Prospectus.  TechSys and the Company shall
cooperate in preparing a proxy statement (the "TechSys Proxy  Statement")  which
shall be utilized to solicit proxies in connection with the meeting at which the
stockholders  of TechSys will vote on the Merger (the  "TechSys  Meeting") and a
proxy  statement/prospectus  (the "Proxy  Statement/Prospectus")  which shall be
utilized  to  solicit  proxies  in  connection  with the  meeting  at which  the
Company's  stockholders will vote upon the Merger (the "Company  Meeting").  The
Proxy  Statement/Prospectus  shall also  constitute a prospectus  for the offer,
sale and  registration of the TechSys Shares under the Securities Act.  Promptly
after  TechSys and the Company  confirm that the Proxy  Statement/Prospectus  is
satisfactory  for filing in preliminary  form,  such Proxy  Statement/Prospectus
shall be filed with the SEC. Each party will promptly  advise the other party in
writing if at any time prior to the Company  Meeting and the TechSys  Meeting it
obtains  Knowledge of any facts that might make it necessary or  appropriate  to
amend  or  supplement  the  Proxy  Statement/Prospectus  or  the  TechSys  Proxy
Statement in order to make the statements contained or incorporated by reference
therein not misleading or to comply with applicable law.

                  (b)  Registration  Statement.  TechSys  shall prepare and file
with the SEC a registration  statement on Form S-4 (or other  appropriate  Form)
including  such Proxy  Statement/Prospectus  (the  "Registration  Statement") to
register  the  Merger  Consideration  under  the  Securities  Act as  soon as is
reasonably practicable following receipt of final comments from the Staff of the
SEC on the Proxy Statement/Propectus (or advice that such Staff shall not review
such  filing),  and shall use all  reasonable  efforts to have the  Registration
Statement  declared  effective  by the SEC as  promptly  as  practicable  and to
maintain the effectiveness of such Registration  Statement.  TechSys will afford
the  Company  and its  counsel a  reasonable  opportunity  to comment on (i) the
Registration  Statement  in  preliminary  form prior to its being filed with the
SEC, (ii) any response to any comments from the Staff of the SEC with respect to
such  Registration  Statement  in  preliminary  form,  and  (iii)  any  proposed
amendments to the  Registration  Statement.  Each party will promptly advise the
other in writing if at any time prior to the  TechSys  Meeting  and the  Company
Meeting it shall  obtain  Knowledge of any facts that might make it necessary or
appropriate to amend or supplement the  Registration  Statement in order to make
the statements  contained or incorporated by reference therein not misleading or
to comply with applicable law. TechSys shall also take any action required to be
taken under state blue sky or securities laws in connection with the issuance of
the TechSys Shares pursuant to the Merger, and the Company shall furnish TechSys
all information  concerning the Company and the holders of its Capital Stock and
shall take any action as TechSys may reasonably  request in connection  with any
such action.

         5.2.     Access to Properties and Records; Confidentiality.

                  (a)  TechSys  shall  permit  the  Company  and its  agents and
representatives,  including, without limitation, officers, directors, employees,
attorneys, accountants and financial advisors (collectively, "Representatives"),
and the Company shall permit TechSys and its Representatives,  reasonable access
to their  respective  properties,  and shall  disclose and make available to the
Company and its Representatives or TechSys and its Representatives,  as the case
may be, all Books and Records thereof,  including all books, papers and records,
electronic or otherwise,  relating to their respective assets,  stock ownership,
properties, operations, obligations and liabilities,  including, but not limited
to, all books of account  (including  the  general  ledger and books of original
entry),  tax records,  minute books of directors'  and  stockholders'  meetings,
organizational  documents,  bylaws,  material contracts and agreements,  filings
with any regulatory authority, independent auditors' work papers (subject to the
receipt by such auditors of a standard access representation letter), litigation
files, plans affecting employees, and any other business activities or prospects
in which the Company and its  representatives or TechSys and its representatives
may have a  reasonable  interest.  Neither  party  shall be  required to provide
access to or to  disclose  information  where such  access or  disclosure  would
violate or  prejudice  the rights of any customer or would  contravene  any law,
rule,  regulation,  order or  judgment  or, in the case of a  document  which is
subject  to an  attorney-client  privilege,  would  compromise  the right of the
disclosing  party to claim that  privilege.  The parties will use all reasonable
efforts  to obtain  waivers of any such  restriction  (other  than the  attorney
client  privilege)  and in any  event  make  appropriate  substitute  disclosure
arrangements  under  circumstances  in which the  restrictions  of the preceding
sentence apply.

                  (b) All information furnished by the parties hereto previously
in  connection  with  transactions  contemplated  by this  Agreement or pursuant
hereto  shall  be  used  solely  for  the  purpose  of  evaluating   the  Merger
contemplated hereby, shall be kept confidential and shall be treated as the sole
property of the party  delivering  the  information  until  consummation  of the
Merger  contemplated  hereby and, if such Merger shall not occur, each party and
each party's  Representatives  shall return to the other party all  documents or
other materials  containing,  reflecting or referring to such information,  will
not retain  any copies of such  information,  shall keep  confidential  all such
information,  and shall not directly or indirectly use such  information for any
competitive or commercial purposes or any other purpose not expressing permitted
hereby.

                           (i)   Each   party    hereto    shall    inform   its
Representatives of the terms of this Section 5.2.

                           (ii)   Any   breach   of  this   Section   5.2  by  a
Representative  of a party  hereto shall  conclusively  be deemed to be a breach
thereof by such party.

                           (iii)  In the  event  that  the  Merger  contemplated
hereby does not occur or this Agreement is terminated,  all documents, notes and
other  writings  prepared  by a party  hereto  or its  Representatives  based on
information  furnished by the other party,  and all other  documents and records
obtained  from another party hereto in  connection  herewith,  shall be promptly
destroyed.  The obligation to keep such information  confidential shall continue
for 30 months from the date the proposed Merger is abandoned but shall not apply
to

                                    (1) any information which:

                                             (A)   the   party   receiving   the
information  can establish by convincing  evidence was already in its possession
prior to the disclosure thereof to it by the other party;

                                             (B) was then generally known to the
public  other  than as a result  of a  disclosure  by any  party  hereto  or its
Representative;

                                             (C)  became  known  to  the  public
through no fault of the party receiving such information; or

                                             (D)  was  disclosed  to  the  party
receiving  such  information  by a third  party  not bound by an  obligation  of
confidentiality; or

                                    (2)   disclosures   pursuant   to  a  legal,
regulatory or examination  requirement or in accordance with an order of a court
of competent jurisdiction, provided that in the event of any disclosure required
by this clause (2), the  disclosing  party will give  reasonable  prior  written
notice of such  disclosure  to the other parties and shall not disclose any such
information  without an opinion of counsel  supporting  its  position  that such
information must be disclosed.

                  (c) In addition to all other remedies that may be available to
any party hereto in connection with a breach by any other party hereto of its or
its Representative's obligations under this Section 5.2, each party hereto shall
be entitled to specific  performance and injunctive and other  equitable  relief
with respect to this Section 5.2.  Each party hereto  waives,  and agrees to use
all reasonable efforts to cause its Representatives to waive, any requirement to
secure or post a bond in connection with any such relief.

         5.3 Board Representation. Following the consummation of the Merger, the
respective boards of directors of TechSys and the Surviving Company will consist
of seven directors, of which four will be nominated by the board of directors of
the Company prior to the Effective Time (of which no less than one director will
be independent, as defined in NASD Rule 4200) and three will be nominated by the
board of directors of TechSys prior to the Effective Time (of which no less than
one will be  independent,  as  defined  in NASD Rule  4200),  until such time as
TechSys is no longer  qualified  as a "Small  Business  Issuer," as such term is
defined by Rule 405 of the Securities  Act, at which time the board of directors
of TechSys shall select an additional  independent  director, as defined in NASD
Rule 4200, to serve on such board.



<PAGE>


         5.4 Post-Merger  Officers of TechSys. At the first meeting of the board
of directors of TechSys that occurs after the Effective Time:

                  (a) The  following  persons  shall be elected to the following
offices:

                           (i)  Malcolm  Bricklin  and Alvin S.  Trenk  shall be
elected  to serve as  Co-Chairmen  of the  board of  directors  of  TechSys  and
Co-Chief Executive Officers of TechSys;

                           (ii)  Steven L.  Trenk  shall be  elected to serve as
President and Chief Operating Officer of TechSys;

                           (iii)  Richard  Janowski,  directly  or by an  entity
owned by  Richard  Janowski,  shall be  elected  to serve as an  officer of SOFC
Energy,  Inc.,  which  shall be an  operating  Subsidiary  of TechSys  after the
Effective Time; and

                           (iv) Rick Moore,  directly  or by an entity  owned by
Rick Moore, shall be elected to serve as an officer of SOFC Energy,  Inc., which
shall be an operating Subsidiary of TechSys after the Effective Time.

                  (b)  The  pre-Merger  principals  of  the  Company  listed  on
Schedule  5.4(b) shall each be named as eligible key employees under the TechSys
2000 Incentive Compensation Plan.

         5.5  Modification  of Certain  Warrants.  The  warrants  to purchase an
aggregate of 1,350,000 shares of TechSys held by each of Alvin S. Trenk,  Steven
L. Trenk and Martin G. Jacobs,  M.D.,  respectively,  which were approved by the
stockholders  of  TechSys  on  August  16,  2001,  shall  be  modified  to be in
substantially the form of Exhibit A annexed hereto.

         5.6 Grant of Certain  Warrants.  At the Effective  Time,  TechSys shall
grant to the  individuals  set  forth on  Schedule  5.6 fully  vested  warrants,
substantially in the form of Exhibit A annexed hereto,  to purchase an aggregate
of 1,350,000  shares of TechSys Common Stock,  at an exercise price of $3.00 per
share.

         5.7 Exclusivity.  Until September 30, 2001 (or the prior termination of
this   Agreement),   the  Company  will  not  and  will  cause  its  Affiliates,
representatives  and agents  not to (i)  solicit,  initiate,  or  encourage  the
submission of any proposal or offer from any Person  relating to the acquisition
of any capital stock or other voting securities,  or any substantial  portion of
the assets,  of the Company  (including any acquisition  structured as a merger,
consolidation,  or share  exchange) or (ii)  participate  in any  discussions or
negotiations  regarding,  furnish any  information  with  respect to,  assist or
participate  in, or  facilitate in any other manner any effort or attempt by any
Person to do or seek any of the foregoing, unless such solicitation, initiation,
encouragement,  participation  or facilitation is effected jointly with TechSys.
The Company  agrees to notify  Purchasers  immediately  if any Person  makes any
proposal, offer, inquiry, or contact with respect to any of the foregoing.



<PAGE>


         5.8  Representations  and  Warranties  of Certain  Stockholders  of the
Company.  The Company shall secure and deliver to TechSys at or prior to Closing
executed  representations  and warranties of the stockholders of the Company set
forth on Schedule 5.8, in  substantially  the form of Exhibit B attached  hereto
(the "Company Stockholder Representations"), which are required for the issuance
of an Opinion of Counsel  regarding  the tax status of the Merger which shall be
filed with the SEC in connection with the Registration Statement.

         5.9 Employment Agreements. At Closing, (i) Malcolm Bricklin and TechSys
shall enter into an employment agreement  substantially in the form of Exhibit C
annexed hereto, and (ii) each of Richard Janowski and Rick Moore,  respectively,
shall enter into separate  employment  agreements with TechSys  substantially in
the form of Exhibit D annexed hereto. The existing employment  agreements by and
between   TechSys   and  Alvin  S.  Trenk  and  TechSys  and  Steven  L.  Trenk,
respectively,  shall remain in full force and effect and shall be  unaffected by
the consummation of the Merger and all other  transactions  contemplated by this
Agreement.

         5.10 Business Office. The post-Merger  business office of TechSys shall
be located at 147 Columbia Turnpike, Florham Park, New Jersey.

         5.11 TechSys  Options.  At the  Effective  Time,  the key  employees of
TechSys  set forth on  Schedule  5.11 shall be granted  options to  purchase  an
aggregate of 2,550,304  shares of TechSys Common Stock (the "TechSys  Options"),
to be  allocated  to such key  employees  as set forth on Schedule  5.11,  to be
granted as set forth on Schedule 5.11.

         5.12 Company Stockholder Representation Letter. On or prior to Closing,
the Company shall deliver to TechSys a representation  letter,  substantially in
the form of Exhibit E annexed  hereto,  executed by each of the  stockholders of
the  Company  set  forth  on  Schedule  5.12,  which   acknowledges   each  such
stockholder's  understanding of such stockholder's  responsibilities  under, and
restrictions  on transfer of shares  imposed by, Rule 144 of the  Securities Act
and Section 16 of the Exchange Act with respect to the shares of TechSys  Common
Stock  acquired by such  stockholder  pursuant to this  Agreement  (the "Company
Stockholder Representation Letter").

         5.13 Division or Combination of TechSys Common Stock. TechSys shall not
divide or combine the TechSys Common Stock prior to the Effective  Time,  except
as set forth in, and in accordance with, Section 1.4(c)(i).

         5.14 Cancellation of Company Derivative  Securities.  The Company shall
take such action as is necessary to terminate all Company Derivative  Securities
(as  defined  in Section  1.4(c)(iv)),  other  than such  warrants  set forth on
Schedule 1.4(c)(iv), at the Effective Time.

         5.15 Offer by the Company.

                  (a) Prior to the submission of the Proxy  Statement/Prospectus
to the  stockholders  of the Company,  the Company and TechSys  shall  determine
whether any offer (an "Offer") to  stockholders of the Company is necessary with
respect to any stock  redemptions  and, if such  redemptions  shall be made, the
Company shall have completed all payments,  if any, due to such  stockholders of
the Company  pursuant to such Offer.  Any Offer shall be made in accordance with
Schedule 5.15.

                  (b) In  connection  with any transfer or proposed  transfer of
securities  of the  Company  (other than as  provided  in this  Agreement),  the
Company  shall  disclose  to  any  proposed   transferee  that  the  Company  is
considering making an Offer.

         5.16 Increase in Authorized Shares of TechSys.  TechSys shall submit to
its  stockholders at the next meeting of the  stockholders of TechSys a proposal
to amend the Certificate of  Incorporation  of TechSys to increase the number of
shares  of  TechSys  Common  Stock  that  TechSys  is  authorized  to  issue  to
100,000,000  shares and to  increase  the number of shares of TechSys  Preferred
Stock that TechSys is authorized to issue to 10,000,000 shares.

         5.17 Conduct of the Business of the Company. During the period from the
date of this Agreement to the Effective Time, the Company shall, and shall cause
each Subsidiary of the Company to, conduct their  respective  businesses only in
the ordinary course and consistent with prudent  business  practice,  except for
transactions  permitted  hereunder or with the prior written consent of TechSys,
which  consent will not be  unreasonably  withheld.  The Company and each of its
Subsidiaries shall use its reasonable best efforts to:

                  (a)  preserve  its  business  organization  and  that  of each
Subsidiary intact;

                  (b)  keep  available  to  itself  and each  Subsidiary  of the
Company the present services of their respective employees; and

                  (c)  preserve  for  itself and  TechSys  the  goodwill  of its
customers  and those of the  Subsidiaries  of the  Company  and others with whom
business relationships exist.

         5.18 Negative Covenants.

                  (a) Company  Negative  Covenants.  From the date hereof to the
Effective  Time,  except as  otherwise  approved  by TechSys in  writing,  or as
permitted or required by this Agreement,  neither the Company nor any Subsidiary
of the Company will:

                           (i)  change  any  provision  of  its  Certificate  of
Incorporation or any similar governing documents;

                           (ii) change any provision of its By-Laws  without the
consent of TechSys which consent shall not be unreasonably withheld;

                           (iii)  change the number of shares of its  authorized
or issued capital stock (except to increase its issued and outstanding shares of
common stock of the Company to 96,556,750  shares) or issue or grant any option,
warrant, call, commitment,  subscription,  right to purchase or agreement of any
character  relating to its authorized or issued capital stock, or any securities
convertible  into  shares of such stock,  or split,  combine or  reclassify  any
shares of its capital stock, or declare, set aside or pay any dividend, or other
distribution  (whether in cash, stock or property or any combination thereof) in
respect of its capital stock;

                           (iv) grant any  severance or  termination  pay to, or
enter into or amend any  employment  or  severance  agreement  with,  any of its
directors,  officers  or  employees;  adopt  any new  employee  benefit  plan or
arrangement  of any type; or award any increase in  compensation  or benefits to
its directors, officers or employees;

                           (v) sell or  dispose  of any  substantial  amount  of
assets  or  voluntarily  incur any  significant  liabilities  other  than in the
ordinary  course of business  consistent  with past practices and policies or in
response to  substantial  financial  demands upon the business of the Company or
any Subsidiary of the Company;

                           (vi)  make  any  capital   expenditures   other  than
pursuant  to  binding  commitments  existing  on the date  hereof,  expenditures
necessary to maintain existing assets in good repair and expenditures  described
in business plans or budgets previously furnished to TechSys.

                           (vii) file any applications or make any contract with
respect to branching or site location or relocation;

                           (viii)  agree to  acquire  in any  manner  whatsoever
(other than to realize  upon  collateral  for a defaulted  loan) any business or
entity or make any new  investments  in  securities  without  the prior  written
consent of TechSys;

                           (ix)  make  any  material  change  in its  accounting
methods or practices,  other than changes  required in accordance with generally
accepted accounting principles or regulatory authorities;

                           (x) take any action  that would  result in any of its
representations  and  warranties  contained in Article IV of this  Agreement not
being true and correct in any  material  respect at the  Effective  Time or that
would cause any of its conditions to Closing not to be satisfied;

                           (xi) purchase any shares of TechSys Common Stock; or

                           (xii) agree to do any of the foregoing.

                  (b) TechSys  Negative  Covenants.  From the date hereof to the
Effective Time,  except as otherwise  approved by the Company in writing,  or as
permitted or required by this  Agreement,  neither TechSys nor any Subsidiary of
TechSys will:

                           (i)  change  any  provision  of  its  Certificate  of
Incorporation or any similar governing documents;

                           (ii) change any provision of its By-Laws  without the
consent of the Company, which consent shall not be unreasonably withheld;

                           (iii)  change the number of shares of its  authorized
or issued capital stock or issue or grant any option, warrant, call, commitment,
subscription,  right to purchase or agreement of any  character  relating to its
authorized or issued capital stock, or any securities convertible into shares of
such stock, or split,  combine or reclassify any shares of its capital stock, or
declare, set aside or pay any dividend,  or other distribution (whether in cash,
stock or property or any combination thereof) in respect of its capital stock;

                           (iv) grant any  severance or  termination  pay to, or
enter into or amend any  employment  or  severance  agreement  with,  any of its
directors,  officers  or  employees;  adopt  any new  employee  benefit  plan or
arrangement  of any type, or award any increase in  compensation  or benefits to
its directors, officers or employees;

                           (v) sell or  dispose  of any  substantial  amount  of
assets  or  voluntarily  incur any  significant  liabilities  other  than in the
ordinary  course of business  consistent  with past practices and policies or in
response to  substantial  financial  demands upon the business of TechSys or any
Subsidiary of TechSys;

                           (vi)  make  any  capital   expenditures   other  than
pursuant  to  binding  commitments  existing  on the date  hereof,  expenditures
necessary to maintain existing assets in good repair and expenditures  described
in business plans or budgets previously furnished to the Company.

                           (vii) file any applications or make any contract with
respect to branching or site location or relocation;

                           (viii)  agree to  acquire  in any  manner  whatsoever
(other than to realize  upon  collateral  for a defaulted  loan) any business or
entity or make any new  investments  in  securities  without  the prior  written
consent of the Company;

                           (ix)  make  any  material  change  in its  accounting
methods or practices,  other than changes  required in accordance with generally
accepted accounting principles or regulatory authorities;

                           (x) take any action  that would  result in any of its
representations  and  warranties  contained in Article III of this Agreement not
being true and correct in any  material  respect at the  Effective  Time or that
would cause any of its conditions to Closing not to be satisfied;

                           (xi) purchase any shares of the Company Common Stock;
or

                           (xii) agree to do any of the foregoing.

         5.19 No Solicitation.

                  (a) So long as this Agreement  remains in effect,  neither the
Company nor any Subsidiary of the Company shall,  unless  effected  jointly with
TechSys,  directly or  indirectly,  encourage or solicit or hold  discussions or
negotiations  with, or provide any information  to, any person,  entity or group
(other than TechSys) concerning any merger or sale of shares of capital stock or
sale  of  substantial  assets  or  liabilities  not in the  ordinary  course  of
business, or similar transactions involving the Company or any Subsidiary of the
Company.

                  (b) So long as  this  Agreement  remains  in  effect,  neither
TechSys nor any Subsidiary of TechSys shall,  unless  effected  jointly with the
Company,  directly or  indirectly,  encourage or solicit or hold  discussions or
negotiations  with, or provide any information  to, any person,  entity or group
(other  than the  Company)  concerning  any  merger or sale of shares of capital
stock or sale of substantial assets or liabilities not in the ordinary course of
business,  or  similar  transactions  involving  TechSys  or any  Subsidiary  of
TechSys.

         5.20 Further Assurances.

                  (a) Subject to the terms and conditions herein provided,  each
of the parties  hereto  agrees to use its  reasonable  best efforts to take,  or
cause to be  taken,  all  action  and to do,  or cause  to be done,  all  things
necessary,  proper or advisable under applicable laws and regulations to satisfy
the conditions to Closing and to consummate and make effective the  transactions
contemplated by this Agreement,  including, without limitation, using reasonable
efforts to lift or rescind any  injunction or  restraining  order or other order
adversely  affecting the ability of the parties to consummate  the  transactions
contemplated  by this Agreement and using its reasonable best efforts to prevent
the breach of any representation,  warranty, covenant or agreement of such party
contained or referred to in this  Agreement and to promptly  remedy the same. In
case at any time after the  Effective  Time any further  action is  necessary or
desirable to carry out the purposes of this  Agreement,  the proper officers and
directors of each party to this Agreement shall take all such necessary  action.
Nothing in this section  shall be construed to require any party to  participate
in any threatened or actual legal,  administrative or other  proceedings  (other
than proceedings, actions or investigations to which it is a party or subject or
threatened to be made a party or subject) in connection with consummation of the
transactions  contemplated by this Agreement  unless such party shall consent in
advance  and in  writing to such  participation  and the other  party  agrees to
reimburse and indemnify such party for and against any and all costs and damages
related thereto if the Merger is not consummated.

                  (b) TechSys  agrees that from the date hereof to the Effective
Time, except as otherwise  approved by the Company in writing or as permitted or
required by this  Agreement,  TechSys will use  reasonable  business  efforts to
maintain and  preserve  intact its business  organization,  properties,  leases,
employees and  advantageous  business  relationships,  and TechSys will not, nor
will it permit any  Subsidiary  of TechSys to,  take any action:  (i) that would
result in any of its representations and warranties  contained in Article III of
this  Agreement not being true and correct in any material  respect at, or prior
to, the  Effective  Time,  or (ii) that  would  cause any of its  conditions  to
Closing not to be satisfied,  or (iii) that would constitute a breach or default
of its obligations under this Agreement.

         5.21 Disbursements by TechSys. TechSys shall not make any disbursements
out of the TechSys  Cash other than in the  ordinary  course of the  business of
TechSys  without  obtaining  the prior  written  consent of the Company prior to
making such disbursement.

         5.22  Disbursements by the Company.  After the date hereof and no later
than one day prior to the Closing Date, the Company shall increase the Company's
cash by raising no less than $3,000,000 (the  "Additional  Company Cash").  From
the date hereof until the  Effective  Time,  the Company shall not disburse more
than (a) such  amounts  as are  necessary  to repay  the  Company's  outstanding
obligation to Holding Capital Management, L.L.C. ("HCM") in the principal amount
of $500,000,  and interest thereon,  (b) such amounts expended by the Company in
connection  with the Offer,  and (c) any  additional  amounts  other than in the
ordinary  course of the  operation of the Company's  business,  and no more than
$5,000 on any one item without  obtaining the prior written  consent of TechSys;
provided,  that, no  disbursements  shall be made under the Company's  agreement
with Wise  Capital.com,  which shall be terminated on or before one day prior to
Closing.

         5.23  Termination  of Certain  Relationships  by the  Company  Prior to
Closing.

                  (a) The Company shall  terminate all  agreements and all other
arrangements,  written or otherwise,  with Wise Capital.com on or before one day
prior to Closing;

                  (b) The Company shall  terminate all  agreements and all other
arrangements,  written or otherwise, with HCM, other than the warrants set forth
on  Schedule  4.7 (the "HCM  Warrants"),  on or before one day prior to Closing;
provided,  that,  the  Company  shall,  no later than one day prior to  Closing,
obtain the written  consent of HCM to exchange  the HCM  Warrants  for  warrants
convertible  into TechSys  Common Stock,  which shall be issued by TechSys after
Closing and shall be  exercisable  at such a price and for such number of shares
as adjusted in  accordance  with the  Exchange  Ratio and the share  division or
stock dividend referred to in Section 1.4(c)(i).

         5.24 Feldhammer Capital Warrants.  The Company shall, no later than one
day prior to  Closing,  obtain  the  written  consent of  Feldhammer  Capital to
exchange all  warrants  convertible  into  Capital  Stock of the Company held by
Feldhammer  Capital for warrants  convertible  into  TechSys  Common  Stock,  as
adjusted in accordance with the Exchange  Ratio,  equal in value to no less than
7% of the TechSys Cash at the Effective Time.

         5.25 Limitation on Outstanding  Shares of Capital Stock of the Company.
At the Effective  Time,  no more than an aggregate of  99,900,000  shares of the
Capital Stock of the Company shall be outstanding (or issuable upon the exercise
of options or warrants convertible into shares of Capital Stock of the Company).

         5.26 Ownership of  Subsidiaries  of the Company.  From the date of this
Agreement  until the Effective  Time, the Company shall at all times own no less
than 60% of the equity and voting power of each Subsidiary of the Company.

         5.27 Grant of Additional  TechSys  Options.  At or before the Effective
Time,  TechSys  shall grant  options to purchase  no more than an  aggregate  of
150,000 shares of TechSys Common Stock to the  individuals set forth on Schedule
5.27.




<PAGE>


                                   ARTICLE VI

                                   CONDITIONS

         6.1 Conditions to Each Party's  Obligations  to Effect the Merger.  The
respective  obligations  of each party to effect the Merger  shall be subject to
the fulfillment, at or prior to the Effective Time, of the following conditions:

                  (a) The Merger  shall have been  approved  and  adopted by the
requisite  vote of the holders of the TechSys  Common Stock,  the holders of the
Newco Common  Stock and by the  requisite  vote of the holders of the  Company's
Capital Stock.

                  (b) The Registration  Statement shall have become effective in
accordance with the provisions of the Securities  Act. No stop order  suspending
the  effectiveness of the  Registration  Statement shall have been issued by the
SEC and remain in effect.

                  (c)  Lazar's   agreements  to  consent  to  the   transactions
contemplated  by this  Agreement,  to  terminate  options to purchase  shares of
TechSys  Common Stock held by Lazar,  and to consent to the  termination  of the
respective  agreements  between Lazar and TechSys  relating to shares of TechSys
Common Stock and options to purchase  shares of TechSys Common Stock and between
Lazar and the Company  relating to finders fees and stockholder  relations shall
be delivered  immediately  prior to, or at, the  Effective  Time,  or, if not so
delivered,  the Company and TechSys  shall have  determined  that the options to
purchase  shares  of  TechSys  Common  Stock  held by Lazar  and the  respective
agreements  between Lazar and TechSys relating to shares of TechSys Common Stock
and options to purchase shares of TechSys Common Stock and between Lazar and the
Company  relating to finders fees and  stockholder  relations are void, and that
the  Company  and TechSys  have  agreed to assert  defenses  to the  enforcement
thereof.

                  (d)  Notwithstanding the definition of "change of control" set
forth in Section 1.5 of the First  Amended and  Restated  Employment  Agreement,
dated as of December 31, 1997, by and between  Continental Choice Care, Inc. and
Steven L.  Trenk,  Steven L. Trenk  shall have agreed to waive his rights upon a
"change  of  control"  under  such  Employment  Agreement  with  respect to this
transaction (but not with respect to any future transaction).

                  (e) Each of TechTron,  the  shareholders of TechTron,  Malcolm
Bricklin, Richard Janowski and Rick Moore shall have entered into a Stockholders
Agreement,   substantially  in  the  form  of  Exhibit  F  annexed  hereto  (the
"Stockholders Agreement").

                  (f) In the  event  that  the  Parties  are  required  to  file
Pre-Merger  Notification  with the FTC, the Parties shall have received  written
approval of the Merger from the FTC.

         6.2 Conditions to Obligations of the Company to Effect the Merger.  The
obligations  of the  Company  to  effect  the  Merger  shall be  subject  to the
fulfillment  or  waiver  at or prior  to the  Effective  Time of the  additional
following conditions:

                  (a) Each  representation and warranty set forth in Article III
shall be true and correct in all material respects as of the Closing.

                  (b) Purchasers  shall have performed in all material  respects
each covenant or other  obligation  required to be performed by them pursuant to
the Transaction Documents prior to the Closing.

                  (c) The consummation of the  transactions  contemplated by the
Transaction  Documents  shall  not be  prohibited  by any Legal  Requirement  or
subject  the  Company  to any  penalty  or  liability  arising  under  any Legal
Requirement or imposed by any Government Entity.

                  (d)  No  action,  suit  or  proceeding  shall  be  pending  or
threatened  before any  Government  Entity the result of which could  prevent or
prohibit  the  consummation  of any  transaction  pursuant  to  the  Transaction
Documents,   cause  any  such   transaction  to  be  rescinded   following  such
consummation or adversely  affect  Purchasers  performance of their  obligations
pursuant  to  the  Transaction  Documents,  and  no  judgment,   order,  decree,
stipulation, injunction or charge having any such effect shall exists.

                  (e) All filings, notices, licenses, consents,  authorizations,
accreditation,  waivers,  approvals  and the like of, to or with any  Government
Entity or any other Person that are required for the  Purchasers  to  consummate
the Merger or any other transaction contemplated by the Transaction Documents or
to  own  the  Company  Shares  or  to  conduct  the  Business   thereafter  (the
"Purchasers' Consents") shall have been duly made or obtained.

                  (f) TechSys shall have  delivered to the Company a Certificate
dated the Closing  Date,  signed by the  President  of TechSys  stating that the
conditions set forth in Section 6.2 (a) through (e) have been satisfied.

                  (g) TechSys shall have  delivered to the Company a copy of the
resolutions  duly adopted by TechSys'  board of directors  authorizing  TechSys'
execution,  delivery  and  performance  of the  Transaction  Documents  to which
TechSys is a party and the consummation of the Merger and all other transactions
contemplated  by the  Transaction  Documents,  as in effect  as of the  Closing,
certified by an officer of TechSys.

                  (h) TechSys shall have  delivered to the Company a copy of the
resolutions  duly  adopted by Newco's  board of  directors  authorizing  Newco's
execution,  delivery and performance of the Transaction Documents to which Newco
is a party  and the  consummation  of the  Merger  and  all  other  transactions
contemplated  by the  Transaction  Documents,  as in effect  as of the  Closing,
certified by an officer of Newco.

                  (i) TechSys shall have  delivered to the Company a copy of the
resolutions  duly adopted by TechSys as the  stockholder of Newco  approving the
Merger and this Agreement, certified by an officer of Newco.

                  (j) TechSys shall have  delivered to the Company a certificate
(dated not less than five  business  days prior to the Closing) of the Treasurer
of the State of New Jersey as to the good  standing  of TechSys and Newco in New
Jersey.

                  (k) TechSys shall have  delivered to the Company copies of the
Purchasers' Consents.

                  (l) TechSys  shall have  delivered  to the Company  such other
documents relating to the transactions contemplated by the Transaction Documents
to be consummated at the Closing as the Company may reasonably request.

                  (m)  TechSys  shall  have  delivered  to the  Company  written
resignations  from each  director  and  officer of TechSys set forth on Schedule
6.2(m) from such directorships and offices, to take effect as of the Closing.

                  (n) The TechSys  Shares,  prior to their issuance  pursuant to
this Agreement, will be listed on The Nasdaq SmallCap Market.

                  (o)  The  TechSys   Cash  shall  not  have  been   reduced  by
disbursements made out of the ordinary course of the business of TechSys, unless
such  disbursements  were made after  receipt  by TechSys of the  consent of the
Company to make such disbursement.

                  (p) The Company  shall have  received an Opinion of Counsel as
to the tax free status of the Merger.

         6.3  Conditions  to  Obligations  of TechSys to Effect the Merger.  The
obligations of TechSys to effect the Merger shall be subject to the  fulfillment
or  waiver  at or  prior  to the  Effective  Time  of the  additional  following
conditions.

                  (a) Each of Malcolm Bricklin,  Richard Janowski and Rick Moore
shall have executed  employment  agreements with TechSys, as provided in Section
5.9.

                  (b) The Company shall have terminated the Company's  agreement
with Wise Capital.com and shall have made no payments  thereunder after the date
hereof.

                  (c) The Company shall have raised the Additional  Company Cash
during the period commencing on the date hereof and ending no later than one day
prior to the Closing Date, and, from the date upon which the Company raised such
Additional  Company Cash until the  Effective  Time,  the Company shall not have
disbursed  more than (i) such amounts as were  necessary to repay the  Company's
obligation to HCM in the  principal  amount of $500,000,  and interest  thereon,
(ii) such  amounts  expended by the Company in  connection  with the Offer,  and
(iii) any additional  amounts other than in the ordinary course of the operation
of the Company's business,  and shall not have disbursed more than $5,000 on any
one item without  obtaining  the prior written  consent of TechSys.  The Company
shall not have made any  disbursements  under the Company's  agreement with Wise
Capital.com,  which shall be have been  terminated on or before one day prior to
Closing.

                  (d) The Company shall have  delivered the Company  Stockholder
Representations (as defined in Section 5.8 hereof), duly executed by each of the
stockholders of the Company set forth on Schedule 5.8.

                  (e) The Company shall have  delivered the Company  Stockholder
Representation  Letter (as defined in Section 5.12 hereof), duly executed by all
of the stockholders of the Company set forth on Schedule 5.12.

                  (f) Each  representation  and warranty set forth in Article IV
shall be true and correct in all material  respects as of the  Closing,  and the
Audited  Financial  Statements shall present fairly in all material respects the
consolidated  financial  condition  of the  Company  as of  the  dates  of  such
statements and the results of operation for such periods,  shall be accurate and
complete,  shall be consistent with the books and records of the Company (which,
in turn,  are,  and shall be,  accurate and  complete)  and shall be prepared in
accordance  with GAAP  applied on a  consistent  basis  throughout  the  periods
covered thereby except as noted therein.

                  (g) The Company and each  Subsidiary of the Company shall have
performed in all material respects each covenant or other obligation required to
be performed by them pursuant to the Transaction Documents prior to the Closing.

                  (h) The consummation of the  transactions  contemplated by the
Transaction  Documents  shall  not be  prohibited  by any Legal  Requirement  or
subject  Purchasers,  any of the  Company  Shares  or any of the  Assets  of the
Company to any  penalty or  liability  arising  under any Legal  Requirement  or
imposed by any Government Entity.

                  (i) No action,  suit or proceeding shall pending or threatened
before any  Government  Entity the result of which could prevent or prohibit the
consummation of any transaction pursuant to the Transaction Documents, cause any
such transaction to be rescinded following such consummation or adversely affect
Purchasers'  right to conduct the Business or the Company's  performance  of its
obligations  pursuant to the  Transaction  Documents,  and no  judgment,  order,
decree, stipulation, injunction or charge having any such effect shall exist.

                  (j) All filings, notices, licenses, consents,  authorizations,
accreditation,  waivers,  approvals  and the like of, to or with any  Government
Entity or any other Person that are required for the Company to  consummate  the
Merger or any other transaction  contemplated by the Transaction Documents or to
own and  transfer  the Company  Shares or permit the conduct of the  Business by
Purchasers  thereafter (the "Company's  Consents")  shall have been duly made or
obtained.

                  (k)  The  Company   shall  have   delivered  to  Purchasers  a
Certificate,  dated the Closing  Date,  signed by the  President  of the Company
stating that the conditions  set forth in Sections  6.3(e) through (j) have been
satisfied.

                  (l) The Company  shall have  delivered to Purchasers a copy of
the resolutions duly adopted by the Company's board of directors authorizing the
Company's  execution,  delivery and performance of the Transaction  Documents to
which the  Company is a party and the  consummation  of the Merger and all other
transactions  contemplated by the Transaction Documents,  as in effect as of the
Closing, certified by an officer of the Company;

                  (m)  The  Company   shall  have   delivered  to  Purchasers  a
certificate (dated not less than five business days prior to the Closing) of the
Secretary of State of the State of Nevada as to the good standing of the Company
in Nevada.

                  (n) The Company shall have  delivered to Purchasers  the Books
and Records;

                  (o) The Company shall have  delivered to Purchasers  copies of
the Company Consents.

                  (p) The Company shall have delivered to Purchasers  such other
documents relating to the transactions contemplated by the Transaction Documents
as Purchasers reasonably request.

                  (q) The Company  shall have  delivered to  Purchasers  written
resignations from each director and officer of the Company set forth on Schedule
6.3(q) from such directorships and offices, to take effect as of the Closing.

                  (r) In the  event  that the  board  of  directors  of  TechSys
determines, in its sole discretion, to pursue an opinion of an investment banker
or financial advisor that the Merger is fair to the stockholders of TechSys from
a financial point of view, the board of directors of TechSys shall have received
such opinion from the investment banker or financial advisor prior to Closing.

                  (s) The Company shall have  terminated  all agreements and all
other arrangements, written or otherwise, with HCM, other than the HCM Warrants,
and shall have obtained and  delivered to TechSys the written  consent of HCM to
exchange the HCM Warrants for warrants convertible into TechSys Common Stock.

                  (t) The Company  shall have  obtained and delivered to TechSys
the written consent of Feldhammer  Capital to exchange all warrants  convertible
into  Capital  Stock of the Company  held by  Feldhammer  Capital  for  warrants
convertible into TechSys Common Stock.

                  (u) No more  than an  aggregate  of  99,900,000  shares of the
Capital Stock of the Company shall be outstanding (or issuable upon the exercise
of options or warrants convertible into shares of Capital Stock of the Company).

                  (v) The  Company  shall own no less than 52% of the equity and
voting power of each Subsidiary of the Company.

                  (w) The Company shall have taken all action  necessary so that
all  Company  Derivative  Securities,  other  than  such  warrants  set forth on
Schedule 1.4(c)(iv), will be canceled at the Effective Time.

                  (x)  TechSys  shall have  received an Opinion of Counsel as to
the tax free status of the Merger.


                                   ARTICLE VII


                [THIS ARTICLE HAD BEEN INTENTIONALLY LEFT BLANK]



                                  ARTICLE VIII

                                   TERMINATION

         8.1 Events of Termination. This Agreement may be terminated at any time
prior  to  the  Effective  Time,   whether  before  or  after  approval  by  the
stockholders of TechSys and the Company,

                  (a) by mutual  consent of the Boards of  Directors  of TechSys
and the Company;

                  (b) by either  TechSys or the Company if the Merger  shall not
have been  consummated on or before October 31, 2001,  provided the  terminating
party  is not  otherwise  in  material  breach  of its  obligations  under  this
Agreement;

                  (c) by either  TechSys or the Company for any reason  prior to
the expiration of the Due Diligence Review Period.

                  (d) by either  TechSys or the Company if this Agreement is not
approved at the 2001 annual  meeting of the  stockholders  of TechSys or at such
other meeting of the stockholders of TechSys held prior to September 15, 2001;

                  (e) by either  TechSys  or the  Company  in the event of (i) a
breach by the other party of any  representation  or warranty  contained herein,
which  breach  has not been  cured  within 10 days  after the  giving of written
notice to the breaching  party of such breach and which breach,  individually or
in the  aggregate  when  combined  with other  such  breaches,  would  cause the
conditions set forth in Section 6.2 or 6.3, as the case may be, not to be met if
the date of the action  described  above were the date of the  Closing or (ii) a
material  breach  by the  other  party  of any of the  covenants  or  agreements
contained  herein,  which  breach  has not been  cured  within 30 days after the
giving of written notice to the breaching party of such breach;

                  (f) by TechSys if any of the conditions  specified in Sections
6.1 and 6.2  have  not  been  met or  waived  by  TechSys  at such  time as such
conditions can no longer be satisfied; and

                  (g) by the  Company  if any  of the  conditions  specified  in
Sections  6.1 and 6.3 have not been met or waived by the Company at such time as
such conditions can no longer be satisfied.

         8.2      Effect of Termination.

         In the event of the  termination of this Agreement  pursuant to Section
8.1, this Agreement,  except for the provisions of Article VII and Article VIII,
shall become void and have no effect,  without any  liability on the part of any
party or its directors, officers or stockholders. Notwithstanding the foregoing,
nothing in this Section 8.2 shall  relieve any Party of liability for a material
breach of any provision of this Agreement and provided,  further,  however, that
if it shall be judicially  determined  that  termination  of this  Agreement was
caused by an intentional  breach of this  Agreement,  then, in addition to other
remedies  at law or equity for breach of this  Agreement,  the party so found to
have intentionally breached this Agreement shall indemnify and hold harmless the
other Parties for their  respective  out-of-pocket  costs,  fees and expenses of
their counsel, accountants, financial advisors and other experts and advisors as
well as fees and expenses incident to negotiation,  preparation and execution of
this  Agreement  and  related  documentation  and  stockholders'   meetings  and
consents.

         8.3 Remedies on Termination  After  Expiration of Due Diligence  Review
Period.

                  (a) In  the  event  that,  after  the  expiration  of the  Due
Diligence  Review Period,  the Company  terminates this Agreement for any reason
other  than as set forth in  Section  8.1,  the  Company  shall  bear the legal,
accounting   and  investment   banking/financial   advisor  costs  and  expenses
(collectively,  "Professional  Expenses") incurred by TechSys in connection with
the  negotiation  and  preparation  of  this  Agreement  and  the   transactions
contemplated hereby, in an aggregate maximum amount not to exceed $250,000.

                  (b) In  the  event  that,  after  the  expiration  of the  Due
Diligence Review Period,  TechSys terminates this Agreement for any reason other
than as set forth in Section 8.1, TechSys shall bear the  Professional  Expenses
incurred by the Company in connection  with the  negotiation  and preparation of
this Agreement and the transactions contemplated hereby, in an aggregate maximum
amount not to exceed $150,000.


                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 Rights and  Remedies.  No course of dealing  between the Parties or
failure or delay in exercising any right,  remedy,  power or privilege  (each, a
"right")  pursuant to this  Agreement  will operate as a waiver of any rights of
any  Party,  nor will any  single or partial  exercise  of any right  under this
Agreement  preclude any other or further  exercise of such right or the exercise
of any other right.  Except as expressly set forth herein,  the rights  provided
pursuant to this Agreement are cumulative and not exhaustive of any other rights
which may be provided by law.

         9.2  Waivers,  Amendments  to  be in  Writing.  No  waiver,  amendment,
modification or supplement of this Agreement will be binding upon a Party unless
such waiver,  amendment,  modification or supplement is set forth in writing and
is executed by such Party.

         9.3 Successors and Assigns.  Except as otherwise  expressly provided in
this  Agreement,  all covenants and agreements set forth in this Agreement by or
on behalf of the Company  and TechSys  will bind and inure to the benefit of the
respective  successors  and  assigns  of the  Company  and  TechSys,  whether so
expressed  or not,  except that neither  this  Agreement  nor any of the rights,
interests or  obligations  hereunder may be assigned by the Company  without the
prior written consent of TechSys.

         9.4 Governing  Law. This Agreement will be governed by and construed in
accordance  with the domestic  laws of the State of New Jersey,  without  giving
effect to any  choice of law or  conflict  rule of any  jurisdiction  that would
cause the laws of any other  jurisdiction  to be applied.  In furtherance of the
foregoing,  the  internal  law of the  State  of New  Jersey  will  control  the
interpretation  and construction of this Agreement,  even if under any choice of
law or conflict of law analysis,  the substantive law of some other jurisdiction
would ordinarily apply.

         9.5 Jurisdiction. Each of the Parties hereby (i) irrevocably submits to
the  jurisdiction of the state courts of, and the federal courts located in, the
State of New Jersey in any action or  proceeding  arising out of or relating to,
this  Agreement,  (ii)  waives,  and  agrees to assert,  by way of motion,  as a
defense, or otherwise, in any such suit, action or proceeding, any claim that it
is not subject  personally to the jurisdiction of the above-named  courts,  that
its property is exempt or immune from  attachment or  execution,  that the suit,
action or proceeding is brought in an inconvenient  forum, that the venue of the
suit,  action or  proceeding  is improper or that this  Agreement or the subject
matter hereof may not be enforced in or by such court, and waives and agrees not
to seek any  review by any court of any other  jurisdiction  which may be called
upon to grant an enforcement of the judgment of any such court.

         9.6 Notices.

                  (a)  All   demands,   notices,   communications   and  reports
("Notices") provided for in this Agreement will be in writing and will be either
personally  delivered,  mailed by first class mail (postage  prepaid) or sent by
reputable  overnight  courier service (delivery charges prepaid) to any Party at
the address specified below, or at such address,  to the attention of such other
Person,  and with such other copy, as the recipient party has specified by prior
written  Notice to the sending Party  pursuant to the provisions of this Section
9.6.

         If to the Company:

                  276 Belmont Place
                  Mahwah, New Jersey 07430
                  Attention:  President
                  Facsimile Number:



<PAGE>


         with a copy, which will not constitute notice to the Company or the
         Surviving Company (prior to the Closing), to:

                  Warnicke & Littler, P.L.C.
                  1411 North Third Street
                  Phoenix, Arizona 85004-1612
                  Attention: Ronald E. Warnicke
                  Facsimile Number:  (602) 256-0345

         If to Purchasers:

                  On or After April 25, 2001:
                  TechSys, Inc.
                  147 Columbia Turnpike
                  Florham Park, New Jersey 07932
                  Attention:  President
                  Facsimile Number:  (973) 236-1777

                  Prior to April 25, 2001:
                  TechSys, Inc.
                  44 Aspen Drive
                  Livingston, New Jersey  07039
                  Attention:  President
                  Facsimile Number:  (973) 422-1221

         with a copy, which will not constitute notice to TechSys, Newco or the
         Company (following the Closing), to:

                  Pitney, Hardin, Kipp & Szuch LLP
                  200 Campus Drive
                  P.O. Box 1945
                  Morristown, New Jersey  07962-1945
                  Attention:  Joseph Lunin
                  Facsimile Number:  (973) 966-1550

                  (b) Any such  notice  will be deemed to have been  given  when
delivered  personally,  on the third business day after deposit in the U.S. mail
or on the business day after deposit with a reputable overnight courier service,
as the case may be.

         9.7  Severability of Provisions.  If any provision of this Agreement is
held to be invalid for any reason whatsoever, then such provision will be deemed
severable  from the remaining  provisions  of this  Agreement and will in no way
affect the validity or enforceability of any other provision of this Agreement.

         9.8  Schedules.  The Schedules  constitute a part of this Agreement and
are incorporated into this Agreement for all purposes.

         9.9  Counterparts.  The Parties may execute this  Agreement in separate
counterparts (no one of which need contain the signatures of all Parties),  each
of which will be an original and all of which  together will  constitute one and
the same instrument.

         9.10  No  Third-Party  Beneficiaries.  Except  as  otherwise  expressly
provided in this  Agreement,  no Person which is not a Party will have any right
or obligation pursuant to this Agreement.

         9.11 Headings.  The headings used in this Agreement are for the purpose
of  reference  only and will not affect the  meaning  or  interpretation  of any
provision of this Agreement.

         9.12  Merger and  Integration.  Except as  otherwise  provided  in this
Agreement,  this  Agreement sets forth the entire  understanding  of the Parties
relating to the subject matter  hereof,  and all prior  understandings,  whether
written or oral, are superseded by this Agreement.

         9.13 Transaction Expenses. The Company (for itself and for the Company)
and  TechSys,  whether  or not the Merger is  consummated,  shall bear their own
legal and other fees and expenses with respect to the Merger.

         9.14 Further Assurances.  From and after the Closing, the Company will,
and will cause their  Affiliates  to,  execute all  documents and take any other
action which it is reasonably requested to execute or take to further effectuate
the transactions contemplated by the Transaction Documents.

         9.15  Announcements.  TechSys and the Company shall cooperate with each
other in the development and  distribution of all news releases and other public
filings  and   disclosures   with  respect  to  this  Agreement  or  the  Merger
transactions  contemplated hereby, and TechSys and the Company agree that unless
approved mutually by them in advance, neither TechSys nor the Company,  directly
or  indirectly,  will issue any press  release or written  statement for general
circulation relating primarily to the transactions  contemplated hereby,  except
as may be otherwise required by law or regulation upon the advice of counsel.

         9.16 SEC.  The Company  acknowledges  that  following  the Closing Date
certain  stockholders  of the  Company  will have  obligations  to file  certain
reports pursuant to the Exchange Act.




                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


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

                                   FUEL CELL COMPANIES, INC.


                                   By: ______________________________
                                        Name:  Malcolm Bricklin
                                        Title:  Chief Executive Officer

                                   TECHSYS, INC.


                                   By:  _____________________________
                                        Name:  Steven L. Trenk
                                        Title:  President

                                   NEWCO TKSS, INC.


                                   By:  _______________________________
                                        Name:  Steven L. Trenk
                                        Title:  President