[GRAPHIC OMITTED][GRAPHIC OMITTED]
                              TEKINSIGHT.COM, INC.
                         18881 Von Karman Ave. Suite 250
                                Irvine, CA 92612
                                 (888) 813-8103


November 3, 2000

Mr. Phil Doherty
President

LaborSoft Corporation
25 Bryant Ave.
Milton, MA  02186

Dear Phil:

This letter  summarizes  the general  terms of the  investment  and  partnership
between TekInsight (TEKS) and LaborSoft:

1.   In exchange for the  "in-kind"  investment  TEKS has made to date,  and the
     commitment  to continue to invest  "in-kind"  to maintain  the LaborWeb ASP
     site  and to  assist  with the  development  of the  business  plan and the
     business  proper over the next five (5) months  (between  Nov 1 and Mar 31,
     2001),  TEKS will  receive a 19.9% equity stake in LaborSoft in the form of
     Common Stock of LaborSoft.

     LaborSoft  grants  to TEKS the  right to  purchase  all of the  outstanding
     equity in  LaborSoft,  which right shall  remain in effect  until March 31,
     2001 (the  "Purchase  Right") at a  LaborSoft  valuation  of $3.3  Million.
     Subject to further due  diligence,  TEKS may exercise the Purchase Right in
     exchange  for TEKS common stock at a rate of exchange to be  determined  by
     the appropriate  ratio of the market values of TEKS and of LaborSoft,  with
     the total value of equity in  LaborSoft  hereby set by both parties at $3.3
     Million through March 31, 2001.As Section 144 stock,  the TEKS shares shall
     be  restricted  from trading for a period of 12 months from the issue date,
     unless the shares are registered earlier.  When the shares become tradable,
     LaborSoft,  and/or the LaborSoft shareholders agree that they will not sell
     a percentage greater than 0.1% of the total number of outstanding shares of
     TekInsight  common  stock  in any  given  month,  without  express  written
     permission  from TEKS.  In connection  with such a sale of the  outstanding
     shares of  LaborSoft,  the CEO of LaborSoft  will be offered an  employment
     contract with TEKS on competitive  industry terms including the right to be
     granted options in TEKS.

2.   TEKS  will  apply  its  best  efforts  to  assist  LaborSoft  in  obtaining
     financing,  including assisting in the preparation of investment  memoranda
     and  financial  statements,  and assisting in obtaining  financing  against
     current receivables.
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3.   TEKSwill  enter into an agreement  with  LaborSoft to become the  exclusive
     reseller of the  LaborWeb  product.  As part of this  agreement,  TEKS will
     remit all  licensing  revenue  due  LaborSoft  within  thirty  (30) days of
     invoicing  such  licensing  fees to the customer.  After 90 days,  TEKS may
     offset any uncollected invoices against current receivables.

4.

     Upon acceptance of these terms, John Hawes will assume the sales management
     function of LaborSoft on a full-time basis. TEKS will provide this resource
     as a  component  of the  "in-kind"  investment.  Mr.  Hawes  will not be an
     employee of LaborSoft for any purposes.

5.   TEKS and LaborSoft will establish mutually agreeable corporate  governance,
     including board representation.

6.   LaborSoft  represents  that  this  agreement  is being  made  with the full
     knowledge of those LaborSoft  shareholders  who are either directors of the
     Company,  or have a  representative  attending  meetings of the  directors,
     which constitutes in the aggregate a majority of the outstanding  shares of
     the capital stock and voting rights of the shareholders.

We believe that this  structure  provides  LaborSoft with a means to continue to
develop this exciting business with the support and assistance of TEKS, and that
the resulting  partnership  further  strengthens the close working  relationship
already formed by our companies.  We look forward to a highly successful outcome
for both parties.

Please  indicate your acceptance of these terms by executing this document below
and returning a copy to me.

Sincerely,




Steven Ross
President and CEO
TekInsight.com, Inc.

Accepted:


------------------------------------   ------------
Phil Doherty, President and CEO, LaborSoft           Date