Form 8-K dated 7/2/01 - Amendment to Agreement and Plan of Merger


AMENDMENT TO
AGREEMENT AND PLAN OF MERGER


               This  AMENDMENT  TO THE  AGREEMENT  AND PLAN OF  MERGER  DATED AS OF APRIL 5, 2001 is made as of May 29,
 2001  (this
"Amendment"),  by and among TechSys, Inc., a New Jersey corporation having its principal office at 147 Columbia Turnpike, Florham Park,
New Jersey 07932  ("TechSys"),  Newco TKSS, Inc., a New Jersey  corporation  wholly-owned by TechSys having its principal office at 147
Columbia Turnpike,  Florham Park, New Jersey 07932 ("Newco"), 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 TechSys and Newco, the "Parties").


              WHEREAS,  the Parties  have  entered  into an  Agreement  and Plan of Merger,  dated as of April 5, 2001 (the
"Merger
Agreement"),  which  contemplates  a  transaction  in which,  subject to the  approval of the  respective  shareholders  of each of the
Parties,  at the effective  time of the Merger (the  "Effective  Time"),  (i) Newco will merge with and into the Company in a merger in
which the Company will be the surviving  entity (the  "Merger"),  (ii) TechSys will issue certain merger  consideration,  as more fully
set forth in the Merger  Agreement  (the  "Merger  Consideration"),  to the  shareholders  of the  Company as of the record date of the
Merger, and (iii) the Company will become a wholly-owned subsidiary of TechSys;


               WHEREAS,  prior to the Effective Time, the Company desires to borrow up to $200,000 from Holding Capital
 Management,
LLC, a Delaware  limited  liability  company ("HCM"),  with such funds to be used by the Company for general  corporate  purposes,  and
desires for TechSys to guarantee such loan (the "Guarantee");


               WHEREAS, in connection with, and as consideration for, the Guarantee,  TechSys and the Company desire to
enter into a
certain  stock  option  agreement,  substantially  in the form of Exhibit A attached  hereto (the "Stock  Option  Agreement"),  and the
Parties desire to amend the Merger Agreement as set forth in, and in accordance with, this Amendment.


               NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements set forth in the Merger
Agreement and this
Amendment, and the mutual undertakings hereinafter set forth, the Parties hereby agree as follows:


                    1.     Delivery of Audited Financial  Statements
by the Company.  Notwithstanding the requirement of Section 4.5 of
the Merger Agreement that the Company shall, no later than May 25, 2001 (the "Audited Financial  Statement Delivery Date"),  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  (collectively,  the
"Audited Financial Statements"),  the Audited Financial Statement Delivery Date is hereby extended and the Company shall be required to
deliver the Audited Financial Statements to TechSys on or before July 5, 2001.



                   2.     Loan Agreement.


                         (a)  The Company shall execute and
deliver to HCM the following:


                              (i)  the
Senior Secured  Promissory Note in the principal  amount of $200,000,  with interest at
a rate of 12% per annum,
dated as of May 29, 2001 (the “Note”), substantially in the
form the Senior Security Promissory Note issued by the Company to HCM Capital on
March 30, 2001; and 


                               (ii)  
the Security Agreement,  dated as of May 29, 2001 (the "Security  Agreement"),  made by the
Company in favor of HCM,
substantially in the form of the Security Agreement, dated as of March 31, 2001,
made by the Company in favor of HCM. 


                          (b)  TechSys  shall  guarantee up
to $200,000  borrowed by the Company from HCM pursuant to the Note and
the Security Agreement.
TechSys shall not guarantee any amounts or other obligations previously owed, or
hereafter owed, by the Company to HCM or any other lender, except as may
otherwise be agreed upon by the Parties. 


                     3.     Liquidated  Damages. In
addition  to such  amounts as may become  payable  upon  termination  of the Merger
Agreement  pursuant to Section 8.3 of the Merger Agreement,  which are not affected hereby, the Company shall pay TechSys $2.25 million
as liquidated damages for time and effort expended in connection with the Merger and to compensate  TechSys for business  opportunities
lost as a result of the Merger, upon the occurrence of either of the following events:


                          (a)  the shareholders of the
Company fail to approve the Merger Agreement and related transactions, or


                          (b)  the Merger  Agreement  is
terminated  by the  Company for any reason  other than (i) the  material
failure of TechSys to
fulfill any condition of Closing imposed upon TechSys pursuant to Sections 6.1
and 6.2 of the Merger Agreement or (ii) the material failure of any condition
set forth in section 6.1 and 6.2 of the Merger Agreement not involving action by
the Company the failure of which is not in the control of, or caused by, the
Company. 


                      4.       Stock  Option
Agreement.  Contemporaneously  herewith,  TechSys and the Company  shall enter into the Stock
Option Agreement, which shall be substantially in the form of Exhibit A attached hereto.


                     5.     Representations  and  Warranties.
  The Parties hereby  represent and warrant to one another that,  except as
expressly  amended hereby,  all  representations  and warranties set forth in the Merger  Agreement are true and correct as of the date
hereof.


2



                    6.     Private  Offering.  The Parties
hereby agree that,  notwithstanding  Section 5.1(b) of the Merger Agreement,
which  provides that TechSys shall prepare and file with the Securities  and Exchange  Commission a registration  statement on Form S-4
(or other  appropriate  Form) to register  the Merger  Consideration  under the  Securities  Act of 1933 (the  "Act"),  the Parties may
otherwise  agree to privately  place such securities  pursuant to an exemption from  registration  under the Act, in which case Section
6.1(b) shall not be a condition of Closing.


          Except as expressly  amended  hereby,  each and every term,  covenant and  condition  of the Merger  Agreement  shall
continue in full force and effect.


         IN WITNESS WHEREOF, the Parties have executed this Amendment 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






3


Exhibit A

STOCK OPTION AGREEMENT



           THIS STOCK OPTION AGREEMENT ("Agreement")  dated as of May 29, 2001, is by and between  TechSys,  Inc., a New Jersey
corporation ("TKSS"), and Fuel Cell Companies, Inc., a Nevada corporation  ("FCCI").


BACKGROUND


          WHEREAS,  TKSS and FCCI,  as of the date  hereof,  are  prepared to execute an  amendment  (the  "Amendment")  to the
Agreement and Plan of Merger,  dated April 5, 2001, by and among TKSS, Newco TKSS, Inc. ("Newco"),  a New Jersey Corporation,  and FCCI
(the "Merger Agreement") pursuant to which Newco will be merged with and into FCCI (the "Merger"); and


         WHEREAS, TKSS has advised FCCI that it will execute the Amendment upon execution of  this Agreement by FCCI; and


          WHEREAS,  the Board of  Directors  of FCCI has  determined  that the Merger  Agreement  as  amended by the  Amendment
provides substantial benefits to the shareholders of FCCI; and


         WHEREAS,  as an inducement to TKSS to enter into the Amendment and in consideration  for such entry,  FCCI desires to
grant to TKSS an option  to  purchase  authorized  but  unissued  shares  of  common  stock of FCCI in an  amount  and on the terms and
conditions hereinafter set forth.


AGREEMENT


          In consideration of the foregoing and the mutual covenants and agreements set forth herein,  in the Merger Agreement,
and in the Amendment, TKSS and FCCI, intending to be legally bound hereby, agree:


          1.  Grant of Option.  FCCI hereby grants to TKSS an option to purchase  9,000,000  shares of common  stock,  par
value $.0001,  of FCCI (the "Common Stock") at a price of $0.45 per share (the "Option  Price"),  on the terms and conditions set forth
herein (the  "Option");  provided,  however,  that in no event shall the number of shares for which this Option is  exercisable be less
than 10.0% of the issued and outstanding shares of Common Stock,


          2.  Exercise of Option.  This Option shall not be  exercisable  until the  occurrence of a Triggering  Event (as
such term is hereinafter  defined).  Upon or after the occurrence of a Triggering  Event (as such term is  hereinafter  defined),  TKSS
may exercise the Option,  in whole or in part, at any time or from time to time,  subject to the terms and  conditions set forth herein
and the termination provisions of Section 19 of this Agreement.


         The term "Triggering Event" means the occurrence of any of the following events:


          A person or group (as such terms are  defined in the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), and the rules and regulations thereunder) other than TKSS or an affiliate of TKSS:


                    a.  acquires  beneficial  ownership  (as such term is defined in Rule
13d-3 as  promulgated  under the
Exchange Act) of at least 9% of the then outstanding shares of Common Stock; or


                    b.  enters into a letter of intent or an  agreement,  whether  oral or
written,  with FCCI  pursuant to
which such person or any
affiliate of such person would (i) merge or consolidate, or enter into any
similar transaction, with FCCI, (ii) acquire all or a significant portion of the
assets or liabilities of FCCI, or (iii) acquire beneficial ownership of
securities representing, or the right to acquire beneficial ownership or to vote
securities representing, 9% or more of the then outstanding shares of Common
Stock; or 


                    c.  makes a  filing  with  the SEC or any  other  regulatory  authority
 with  respect  to or  publicly
announces a bona fide
proposal (a “Proposal”) for (i) any merger with, consolidation with or
acquisition of all or a significant portion of all the assets or liabilities of,
FCCI or any other business combination involving FCCI, or (ii) a transaction
involving the transfer of beneficial ownership of securities representing, or
the right to acquire beneficial ownership or to vote securities representing, 9%
or more of the outstanding shares of Common Stock, and in either case
thereafter, if such Proposal has not been Publicly Withdrawn (as such term is
hereinafter defined) at least 15 days prior to the meeting of stockholders of
FCCI called to vote on the Merger and FCCI’s stockholders fail to approve
the Merger by the vote required by applicable law at the meeting of its
stockholders called for such purpose; or 


                    d.  makes a bona fide Proposal and  thereafter,  but before such
Proposal has been Publicly  Withdrawn,
FCCI willfully takes any
action in any manner which would materially interfere with its ability to
consummate the Merger or materially reduce the value of the transaction to TKSS. 


          The term  "Triggering  Event" also means the taking of any material  direct or indirect  action by FCCI or any of its
directors,  senior executive  officers,  investment  bankers or other person with actual authority to speak for the Board of Directors,
inviting,  encouraging  or  soliciting  any  proposal  (other than from TKSS or an affiliate of TKSS) which has as its purpose a tender
offer for the shares of Common Stock, a merger,  consolidation,  plan of exchange,  plan of acquisition or reorganization of FCCI, or a
sale of a significant number of shares of Common Stock or any significant portion of its assets or liabilities.


          The term "significant  portion" means 10% of the assets or liabilities of FCCI. The term  "significant  number" means
9% of the outstanding shares of Common Stock.


          "Publicly  Withdrawn",  for  purposes of clauses  (c) and (d) above,  shall mean  either an  unconditional  bona fide
withdrawal  of the Proposal  coupled with a public  announcement  of no further  interest in pursuing such Proposal or in acquiring any
controlling  influence  over FCCI or in  soliciting  or inducing any other  person  (other than TKSS or any  affiliate)  to do so or an
unconditional  bona fide  rejection  of the Proposal by the board of  directors  of FCCI and, in writing,  with out the  necessity of a
meeting, by holders of  a majority of the outstanding common stock of FCCI.


          Notwithstanding  the foregoing,  the Option may not be exercised so long as any injunction or other order,  decree or
ruling issued by any federal or state court of competent  jurisdiction  is in effect which prohibits the sale or delivery of the Option
Shares.


          FCCI  shall  notify  TKSS  promptly  in writing  of the  occurrence  of any  Triggering  Event  known to it, it being
understood  that the giving of such notice by FCCI shall not be a  condition  to the right of TKSS to  exercise  the Option.  FCCI will
not take any action  which  would have the effect of  preventing  or  disabling  FCCI from  delivering  the Option  Shares to TKSS upon
exercise of the Option or otherwise  performing  its  obligations  under this  Agreement,  except to the extent  required by applicable
securities and banking laws and regulations.


          In the event TKSS  wishes to exercise  the Option (or a portion  thereof),  TKSS shall send a written  notice to FCCI
(the  date of which is  hereinafter  referred  to as the  "Notice  Date")  specifying  the total  number of Option  Shares it wishes to
purchase and a place and date between two and ten business  days  inclusive  from the Notice Date for the closing of such a purchase (a
"Closing");  provided, however, that a Closing shall not occur prior to two days after the later of receipt of any necessary regulatory
approvals and the expiration of any legally required notice or waiting period, if any.


          3.  Payment and Delivery of  Certificates.  At any Closing  hereunder  (a) TKSS will make payment to FCCI of the
aggregate price for the Option Shares so purchased by wire transfer of immediately  available  funds to an account  designated by FCCI;
(b) FCCI will deliver to TKSS a stock  certificate  or  certificates  representing  the number of Option Shares so purchased,  free and
clear of all liens,  claims,  charges and encumbrances of any kind or nature whatsoever  created by or through FCCI,  registered in the
name of TKSS or its designee,  in such  denominations as were specified by TKSS in its notice of exercise and, if necessary,  bearing a
legend as set forth below;  and (c) TKSS shall pay any transfer or other taxes  required by reason of the issuance of the Option Shares
so purchased.


          If required under applicable  federal  securities laws, a legend will be placed on each stock certificate  evidencing
Option Shares issued pursuant to this Agreement, which legend will read substantially as follows:


	 	
The
shares of stock evidenced by this certificate have not been registered for sale
under the Securities Act of 1933 (the “1933 Act”). These shares may
not be sold, transferred or otherwise disposed of unless a registration
statement with respect to the sale of such shares has been filed under the 1933
Act and declared effective or, in the opinion of counsel reasonably acceptable
to Fuel Cell Companies, Inc., said transfer would be exempt from registration
under the provisions of the 1933 Act and the regulations promulgated thereunder.





No such legend shall be
required if a registration statement is filed and declared effective under
Section 4 hereof. 


          4.  Registration  Rights.  Upon or after the  occurrence  of a  Triggering  Event and upon  receipt of a written
request  from  TKSS,  FCCI  shall,  if  necessary  for the  resale of the  Option or the  Option  Shares  by TKSS,  prepare  and file a
registration  statement with the  Securities  and Exchange  Commission  and any state  securities  bureau  covering the Option and such
number of Option  Shares as TKSS  shall  specify  in its  request,  and FCCI  shall use its best  efforts  to cause  such  registration
statement  to be declared  effective in order to permit the sale or other  disposition  of the Option and the Option  Shares,  provided
that TKSS shall in no event have the right to have more than one such  registration  statement become  effective,  and provided further
that FCCI shall not be  required  to prepare  and file any such  registration  statement  (i) prior to FCCI or any  successor  thereto,
having  previously  filed,  or having  become  obligated  to file,  a  registration  statement  with the SEC with respect to any of its
securities which are outstanding,  or which are issuable upon exercise,  exchange,  or conversion of outstanding  securities,  or which
are issuable  pursuant to a commitment to issue such  securities,  or (ii) in  connection  with any proposed sale with respect to which
counsel to FCCI  delivers to FCCI and to TKSS (which is  reasonably  acceptable  to TKSS) its opinion to the effect that no such filing
is required under applicable laws and regulations with respect to such sale or disposition;  provided further,  however,  that FCCI may
delay any  registration  of Option Shares above for a period not exceeding 90 days in the event that FCCI shall in good faith determine
that any such  registration  would  adversely  effect an offering of  securities by FCCI for cash.  TKSS shall provide all  information
reasonably requested by FCCI for inclusion in any registration statement to be filed hereunder.


          In connection with such filing,  FCCI shall use its best efforts to cause to be delivered to TKSS such  certificates,
opinions,  accountant's  letters and other documents as TKSS shall  reasonably  request and as are  customarily  provided in connection
with  registrations  of securities  under the Securities Act of 1933, as amended.  All expenses  incurred by FCCI in complying with the
provisions  of this  Section  4,  including  without  limitation,  all  registration  and  filing  fees,  printing  expenses,  fees and
disbursements  of counsel for FCCI and blue sky fees and expenses  shall be paid by FCCI.  Underwriting  discounts and  commissions  to
brokers and dealers relating to the Option Shares,  fees and  disbursements of counsel to TKSS and any other expenses  incurred by TKSS
in connection with such  registration  shall be borne by TKSS. In connection  with such filing,  FCCI shall indemnify and hold harmless
TKSS against any losses,  claims, damages or liabilities,  joint or several, to which TKSS may become subject,  insofar as such losses,
claims,  damages or liabilities (or actions in respect  thereof) arise out of or are based upon any untrue  statement or alleged untrue
statement of any material fact contained in any  preliminary or final  registration  statement or any amendment or supplement  thereto,
or arise out of a material fact required to be stated  therein or necessary to make the  statements  therein not  misleading;  and FCCI
will reimburse TKSS for any legal or other expense  reasonably  incurred by TKSS in connection with investigating or defending any such
loss,  claim,  damage,  liability or action;  provided,  however,  that FCCI will not be liable in any case to the extent that any such
loss,  claim,  damage or  liability  arises out of or is based upon an untrue  statement  or alleged  untrue  statement  or omission or
alleged  omission made in such  preliminary or final  registration  statement or such amendment or supplement  thereto in reliance upon
and in conformity with written  information  furnished by or on behalf of TKSS  specifically for use in the preparation  thereof.  TKSS
will  indemnify and hold harmless FCCI to the same extent as set forth in the  immediately  preceding  sentence but only with reference
to  written  information  specifically  furnished  by or on  behalf of TKSS for use in the  preparation  of such  preliminary  or final
registration  statement  or such  amendment  or  supplement  thereto;  and TKSS  will  reimburse  FCCI for any  legal or other  expense
reasonably  incurred by FCCI in  connection  with  investigating  or  defending  any such loss,  claim,  damage,  liability  or action.
Notwithstanding  anything to the contrary herein, no indemnifying  party shall be liable for any settlement  effected without its prior
written consent.


          5.  Adjustment  Upon  Changes in  Capitalization.  In the event of any  change in the Common  Stock by reason of
stock dividends, split-ups, mergers,  recapitalizations,  combinations,  conversions,  exchanges of shares or the like, or the issuance
of shares  below the market value  thereof  except with  respect to an employee  stock  option plan in effect on the date  hereof,  the
number and kind of Option Shares and the Option Price shall be  appropriately  adjusted.  In addition the  adjustments set forth in the
immediately  preceding  sentence,  the number  Option Shares and the Option Price shall be  appropriately  adjusted in the event of any
issuance of shares of Common Stock by which the number of shares of Common  Stock  specified  in Section 1 of this  agreement  does not
constitute 10% or more of the then  outstanding  Common Stock so that the exercise  price as set forth in Section 1 of this  Agreement,
in the aggregate, shall purchase not less than 10% of the then outstanding Common Stock.


          In the event any capital  reorganization or  reclassification  of the Common Stock, or any  consolidation,  merger or
similar  transaction of FCCI with another entity,  or any sale of all or substantially  all of the assets of FCCI, shall be effected in
such a way that the holders of Common  Stock shall be entitled to receive  stock,  securities  or assets with respect to or in exchange
for Common Stock, then, as a condition of such  reorganization,  reclassification,  consolidation,  merger or sale, lawful and adequate
provisions (in form  reasonably  satisfactory  to the holder hereof) shall be made whereby the holder hereof shall  thereafter have the
right to  purchase  and  receive  upon the basis and upon the terms and  conditions  specified  herein and in lieu of the Common  Stock
immediately  theretofore  purchasable  and receivable  upon exercise of the rights  represented  by this Option,  such shares of stock,
securities  or assets as may be issued or payable with  respect to or in exchange for the number of shares of Common Stock  immediately
theretofore   purchasable  and  receivable  upon  exercise  of  the  rights  represented  by  this  Option  had  such   reorganization,
reclassification,  consolidation,  merger or sale not taken place;  provided,  however, that if such transaction results in the holders
of Common  Stock  receiving  only  cash,  the  holder  hereof  shall be paid the  difference  between  the  Option  Price and such cash
consideration without the need to exercise the Option.


          6.  Filings and Consents.  Each of TKSS and FCCI will use its  reasonable  efforts to make all filings with, and
to obtain consents of, all third parties and governmental  authorities  necessary to the consummation of the transactions  contemplated
by this Agreement.


          Exercise of the Option herein provided shall be subject to compliance  with all applicable  laws including,  and FCCI
agrees to cooperate with and furnish to the holder hereof such  information and documents as may be reasonably  required to secure such
approvals.


          7.  Repurchase of Option.


                    a.  At any time after the  occurrence  of a Repurchase  Event (as
defined  below) (i) at the request of
the Holder, delivered prior
to the termination of this Agreement, FCCI (or any successor thereto) shall
repurchase the Option from the holder of this Option (the “Holder”) at
a price (the “Option Repurchase Price”) equal to the amount by which
(A) the market/offer price (as defined below) exceeds (B) the Option Price,
multiplied by the number of shares for which this Option may then be exercised
and (ii) at the request of the owner of Option Shares from time to time (the
“Owner”),delivered prior to the termination of this Agreement, FCCI
(or any successor thereto) shall repurchase such number of the Option Shares
from the Owner as the Owner shall designate at a price (the “Option Share
Repurchase Price”) equal to the market/offer price multiplied by the number
of Option Shares so designated. The term “market/offer price” shall
mean the highest of (i) the highest price per share of Common Stock paid by any
person that acquires beneficial ownership of 4.5% or more of the then
outstanding Common Stock, or (ii) the price per share of Common Stock to be paid
by any third party pursuant to an agreement with FCCI entered into after the
date hereof and prior to the date the Holder gives notice of the required
repurchase of this Option or the Owner gives notice of the required repurchase
of Option Shares, as the case may be, (iii) the highest closing price for shares
of Common Stock within the six-month period immediately preceding the date the
Holder gives notice of the required repurchase of this Option or the Owner gives
notice of the required repurchase of Option Shares, as the case may be. In
determining the market/offer price, the value of consideration other than cash
shall be determined by a nationally recognized investment banking firm selected
by the Holder or Owner, as the case may be, and reasonably acceptable to FCCI. 


                    b.  The Holder and the Owner,  as the case may be, may exercise its
right to require FCCI to repurchase
the Option and any Option
Shares pursuant to this Section 7 by surrendering for such purpose to FCCI, at
its principal office, a copy of this Agreement or certificates for Option
Shares, as applicable, accompanied by a written notice or notices stating that
the Holder or the Owner, as the case may be, elects to require FCCI to
repurchase this Option and/or the Option Shares in accordance with the
provisions of this Section 7. As promptly as practicable, and in any event
within five (5) business days after the surrender of the Option and/or
certificates representing Option Shares and the receipt of such notice or
notices relating thereto, FCCI shall deliver or cause to be delivered to the
Holder the Option Repurchase Price and/or to the Owner the Option Share
Repurchase Price therefor or the portion thereof that FCCI is not then
prohibited under applicable law, regulation and administrative policy from so
delivering. 


                     c.  To the extent that FCCI is prohibited  under  applicable law
or regulation,  from  repurchasing the
Option and/or the Option
Shares in full, FCCI shall immediately so notify the Holder and/or the Owner and
thereafter deliver or cause to be delivered, from time to time, to the Holder
and/or the Owner, as appropriate, the portion of the Option Repurchase Price and
the Option Share Repurchase Price, respectively, that it is no longer prohibited
from delivering, within five (5) business days after the date on which FCCI is
no longer so prohibited; provided, however, that if FCCI at any time after
delivery of a notice of repurchase pursuant to paragraph (b) of this Section 7
is prohibited under applicable law or regulation, from delivering to the Holder
and/or the Owner, as appropriate, the Option Repurchase Price and the Option
Share Repurchase Price, respectively, in full (and FCCI hereby undertakes to use
its reasonable best efforts to obtain all required regulatory and legal
approvals and to file any required notices as promptly as practicable in order
to accomplish such repurchase), the Holder or Owner may revoke its notice of
repurchase of the Option and/or the Option Shares whether in whole or to the
extent of the prohibition, whereupon, in the latter case, FCCI shall promptly
(i) deliver to the Holder and/or the Owner, as appropriate, that portion of
the Option Repurchase Price and/or the Option Share Repurchase Price that FCCI
is not prohibited from delivering; and (ii) deliver, as appropriate, either (A)
to the Holder, a new Agreement evidencing the right of the Holder to purchase
that number of shares of Common Stock obtained by multiplying the number of
shares of Common Stock for which the surrendered Agreement was exercisable at
the time of delivery of the notice of repurchase by a fraction, the numerator of
which is the Option Repurchase Price less the portion thereof theretofore
delivered to the Holder and the denominator of which is the Option Repurchase
Price, and/or (B) to the Owner, a certificate for the Option Shares it is then
so prohibited from repurchasing. If an Exercise Termination Event shall have
occurred prior to the date of the notice by FCCI described in the first sentence
of this subsection (c), or shall be scheduled to occur at any time before the
expiration of a period ending on the thirtieth (30th) day after such
date, the Holder shall nonetheless have the right to exercise the Option until
the expiration of such 30-day period. 


                    d.  For purposes of this Section 7, a  "Repurchase  Event"  shall be
deemed to have  occurred  upon the
occurrence of any of the
following events or transactions after the date hereof: (i) any person other
than TKSS or any TKSS Subsidiary (a “Third Party”) acquires beneficial
ownership of 9% or more of the then outstanding Common Stock; or (ii) FCCI
enters into a written definitive agreement with any Third Party providing for
(i) the acquisition by a Third Party of 9% or more of the assets of FCCI and its
Subsidiaries taken as a whole; or (ii) the acquisition by a Third Party of 9% or
more of the outstanding Common Stock or any securities convertible into or
exchangeable or exercisable for shares of Common Stock that would constitute 9%
or more of the outstanding Common Stock upon such conversion, exchange or
exercise; or (iii) the acquisition by FCCI of the assets or stock of a Third
Party if, as a result, the outstanding shares of Common Stock immediately prior
thereto are increased by 9%; or (iv) the merger, consolidation or business
combination of FCCI with or into a Third Party where, following such merger,
consolidation or business combination, the shareholders of FCCI (other than the
Third Party or its affiliates) prior to such transaction hold, immediately after
such transaction, securities of the surviving entity constituting more than 30%
of the total voting power of the surviving entity. 


                8.  Representations and Warranties of FCCI.
FCCI hereby represents and warrants to TKSS as follows:



                    a.  Due  Authorization.  FCCI has full  corporate  power and
authority to execute,  deliver and perform
this Agreement and all
corporate action necessary for execution, delivery and performance of this
Agreement has been duly taken by FCCI. 


                    b.  Authorized  Shares.  FCCI has  taken  and,  as long as the
Option  is  outstanding,  will take all
necessary corporate action
to authorize and reserve for issuance all shares of Common Stock that may be
issued pursuant to any exercise of the Option. 


                    c.  No  Conflicts.  Neither the  execution  and  delivery of
this  Agreement  nor  consummation  of the
transactions contemplated
hereby (assuming all appropriate regulatory approvals) will violate or result in
any violation or default of or be in conflict with or constitute a default under
any term of the Certificate of Incorporation or Bylaws of FCCI or any agreement,
instrument, judgment, decree or order applicable to FCCI. 


          9.  Specific  Performance.  The parties  hereto  acknowledge  that damages would be an  inadequate  remedy for a
breach of this  Agreement  and that the  obligations  of the parties  hereto shall be  specifically  enforceable.  Notwithstanding  the
foregoing, TKSS shall have the right to seek money damages against FCCI for a breach of this Agreement.


          10.  Entire  Agreement.  This Agreement  constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all other prior  agreements and  understandings,  both written and oral,  among the parties or any
of them with respect to the subject matter hereof.


          11.  Assignment  or  Transfer.  TKSS may not sell,  assign or  otherwise  transfer  its  rights  and  obligations
hereunder,  in whole or in part,  to any person or group of persons  other than to an affiliate  of TKSS.  TKSS  represents  that it is
acquiring  the Option for TKSS' own account and not with a view to or for sale in  connection  with any  distribution  of the Option or
the Option  Shares.  TKSS is aware that  neither the Option nor the Option  Shares is the  subject of a  registration  statement  filed
with, and declared effective by, the Securities and Exchange  Commission  pursuant to Section 5 of the Securities Act, but instead each
is being  offered in  reliance  upon the  exemption  from the  registration  requirement  provided  by  Section  4(2)  thereof  and the
representations and warranties made by TKSS in connection therewith.


          12.  Amendment  of  Agreement.  Upon  mutual  consent of the parties  hereto,  this  Agreement  may be amended in
writing at any time,  for the  purpose of  facilitating  performance  hereunder  or to comply  with any  applicable  regulation  of any
governmental authority or any applicable order of any court or for any other purpose.


          13.  Validity.  The  invalidity  or  unenforceability  of any  provision of this  Agreement  shall not affect the
validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.


          14.  Notices. All notices,  requests,  consents and other communications required or permitted hereunder shall be
in writing and shall be deemed to have been duly given when delivered personally,  by express service,  cable, telegram or telex, or by
registered or certified mail (postage prepaid, return receipt requested) to the respective parties as follows:



         (a)  If to FCCI, to:
                  276 Belmont Place
                  Mahwah, New Jersey 07430
                  Attention:  President
                  Facsimile Number

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

         (b)  If to TKSS, to:
                  TechSys, Inc.
                  147 Columbia Turnpike
                  Florham Park, New Jersey 07932
                  Attention:  President
                  Facsimile Number:  (973) 236-1777

                  Copy to:
                  Pitney, Hardin, Kipp & Szuch LLP
                  (mail to) P.O. Box 1945
                  Morristown, New Jersey 07962
                  (deliver to) 200 Campus Drive
                  Florham Park, New Jersey 07932
                  Attn.: Joseph Lunin




or to such other address as
the person to whom notice is to be given may have previously furnished to the
others in writing in the manner set forth above (provided that notice of any
change of address shall be effective only upon receipt thereof). 


          15.  Governing  Law. This Agreement  shall be governed by and construed in accordance  with the laws of the State
of New Jersey.


          16.  Captions.  The captions in the Agreement are inserted for convenience and reference purposes,  and shall not
limit or otherwise affect any of the terms or provisions hereof.


          17.  Waivers and Extensions.  The parties hereto may, by mutual  consent,  extend the time for performance of any
of the  obligations or acts of either party hereto.  Each party may waive (a)  compliance  with any of the covenants of the other party
contained in this Agreement and/or (b) the other party's performance of any of its obligations set forth in this Agreement.


          18.  Parties in  Interest.  This  Agreement  shall be binding  upon and inure solely to the benefit of each party
hereto,  and nothing in this Agreement,  express or implied,  is intended to confer upon any other person any rights or remedies of any
nature whatsoever under or by reason of this Agreement.


          19.  Counterparts.  This  Agreement  may be  executed  in two (2) or more  counterparts,  each of which  shall be
deemed to be an original, but all of which shall constitute one and the same agreement.


          20.  Termination.     This  Agreement  shall  terminate and the option shall lapse (i) at the  effective  time of
the Merger,  (ii) if, prior to the  effective  time,  TechSys  terminates  the Merger  Agreement for any reason other than the material
failure of FCCI to fulfill any  condition of Closing  imposed upon FCCI  pursuant to Sections 6.1 and 6.2 of the Merger  Agreement,  or
(iii) the later of (a) 24 months  following the date of the  termination of the Merger  Agreement if no Triggering  Event occurs within
such 24 month  period,  and (b) 24 months  following  the date of the  consummation  of any proposed  transactions  which  constitute a
Triggering Event, which Triggering Event occurs within 24 months following the date of the termination of the Merger Agreement.


          21.  Severability.  If for any reason a court or a regulatory  agency of competent  jurisdiction  determines that
the Holder is not  permitted to acquire,  or FCCI is not  permitted to  repurchase  pursuant to Section 7, the full number of shares of
Common Stock  provided  herein,  it is the express  intention  of FCCI to allow the Holder to acquire or to require FCCI to  repurchase
such lesser number of shares as may be permissible, without any amendment or modification hereof.



          IN WITNESS  WHEREOF,  each of the parties  hereto,  pursuant to  resolutions  adopted by its Board of Directors,  has
caused this Stock Option Agreement to be executed by its duly authorized officer, all as of the day and year first above written.



                                       FUEL CELL COMPANIES, INC.


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


                                       TECHSYS, INC.


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