EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of May 1, 2000, by and between  Datatec  Systems,  Inc., a Delaware  corporation
located at 23 Madison  Road,  Fairfield,  New Jersey 07004 (the  "Company")  and
Isaac J. Gaon,  residing at 65 Central Park West,  Apt.  2D, New York,  New York
10023 (the "Executive").

         IN CONSIDERATION of the covenants and agreements set forth herein,  and
other good and valuable  consideration  (the receipt and sufficiency of which is
hereby acknowledged) the parties covenant and agree as follows:

         1. Employment of Executive. The Company hereby employs the Executive as
its Chief  Executive  Officer on a  full-time  basis to  perform  the duties and
responsibilities  incident to such offices,  subject at all times to the control
and direction of the Board of Directors of the Company (the "Board").

         2. Acceptance of Employment;  Time and Attention.  The Executive hereby
accepts such  employment and agrees that  throughout  the Employment  Period (as
hereinafter defined),  he will devote such full time,  attention,  knowledge and
skills, faithfully, diligently and to the best of his ability, in furtherance of
the business of the Company and its subsidiaries as are necessary to perform the
duties and  responsibilities  assigned to him  pursuant to Section 1 hereof.  As
Chief  Executive  Officer,  the Executive  shall  control all of the  day-to-day
operations of the Company including, without limitation, the ability to hire and
terminate all employees.  The Executive  shall also perform such specific duties
and shall exercise such specific authority related to the management of the day-
to-day  operations of the Company as may be assigned to the Executive  from time
to time by the Board and which are  reasonably  requested to be performed by the
Executive  as Chief  Executive  Officer.  The  Executive  shall at all  times be
subject to, observe and carry out such rules, regulations,  policies, directions
and  restrictions as the Company shall from time to time  establish.  During the
Employment  Period,  Executive  shall not,  without the written  approval of the
Board  of  Directors  first  had and  obtained  in each  instance,  directly  or
indirectly,  accept employment or compensation  from, or perform services of any
nature for, any business enterprise other than the Company and its subsidiaries.
During the  Employment  Period,  Executive  shall not be entitled to  additional
compensation for rendering employment services to subsidiaries of the Company or
for serving in any office of the Company or any of its  subsidiaries to which he
is elected or appointed.

         3. Term.  The Company  agrees to employ the Executive and the Executive
agrees to serve,  on the terms and  conditions of this  Agreement,  for a period
commencing  as of May 1,  2000 and  ending  on April 30,  2003,  unless  earlier
terminated in accordance with Section 12 hereof (the "Employment Period").

         4. Compensation.  For all services rendered by the Executive under this
Agreement, the Company shall pay the Executive the following:



<PAGE>

                  (a)      a base  salary of  $350,000  per  annum,  payable  in
                           equal, bi-weekly installments,  or such other greater
                           amount  as  the  Board  may  determine  at  its  sole
                           discretion upon an annual review (the "Base Salary").
                           The  Base  Salary   shall  be   increased   annually,
                           beginning May 1, 2001,  by a percentage  equal to the
                           percentage  by which  the  Consumer  Price  Index for
                           Urban Wage Borrowers and Clerical Workers:  New York,
                           N.Y. - Northeastern  New Jersey (1982-84 equals 100),
                           as published by the Bureau of Labor Statistics of the
                           United  States   Department  of  Labor,   shall  have
                           increased   over  the   preceding   year   (the  "CPI
                           Adjustment").  The CPI  Adjustment  shall  be made as
                           soon as possible,  but in no event later than fifteen
                           (15) days  after the date  upon  which the  Bureau of
                           Labor  publishes its consumer price index  statistics
                           for the month of April.  Any portion of the  increase
                           in the  Executive's  compensation  retroactively  due
                           shall be payable  immediately  upon  determination of
                           the adjustment.  If publication of the Consumer Price
                           Index  is  discontinued,  the  parties  hereto  shall
                           accept  comparable  statistics  on the cost of living
                           for the New York, N.Y. - Northeastern New Jersey area
                           as computed and  published by an agency of the United
                           States or by a  responsible  financial  periodical of
                           recognized  authority  then  to be  selected  by  the
                           parties.   Notwithstanding  anything  herein  to  the
                           contrary,  in no event  shall the CPI  Adjustment  be
                           less than the cost of living increase in compensation
                           granted to other senior executives of the Company;

                  (b)      In  addition  to  his  Base  Salary  hereunder,   the
                           Executive  shall be  entitled to an  additional  cash
                           bonus (the "Cash Incentive Bonus") during each annual
                           period of the  Employment  Period  of this  Agreement
                           commencing  with the  annual  period  May 1,  2000 to
                           April  30,  2001 in an  amount  up to 25% of the Base
                           Salary for such annual  period  (the "Cash  Incentive
                           Bonus  Amount").  The Cash  Incentive  Bonus shall be
                           determined  no later than  ninety (90) days after the
                           end  of  each   annual   period  and  paid   promptly
                           thereafter and shall be calculated as follows:

                           (i)      An  annual  bonus  equal  to 60% of the Cash
                                    Incentive  Bonus Amount shall be paid to the
                                    Executive if the net consolidated  after-tax
                                    profits  (as  defined  below) of the Company
                                    for each annual  period exceed the Company's
                                    Projected  Earnings  (as defined  below) for
                                    such  annual  period.  The net  consolidated
                                    after-tax  profits of the Company shall mean
                                    the  gross  sales  and  other   income  from
                                    operations    of   the   Company   and   its
                                    subsidiaries   (whether   now   existing  or
                                    hereinafter  created),  less  costs of goods
                                    sold  and  operating  expense,  depreciation
                                    expenses,  bad debt write off and payment of
                                    corporate income taxes. The net consolidated
                                    after-tax  profits as used  herein  shall be
                                    determined   by   the   independent   public
                                    accountants  of the Company,  in  accordance
                                    with    generally    accepted     accounting
                                    principles and their  determination shall be
                                    binding  and   conclusive   on  the  parties
                                    hereto.   The  Projected   Earnings  of  the
                                    Company shall mean the net


                                       -2-

<PAGE>

                                    consolidated   after-tax   profits   of  the
                                    Company,  as projected  at the  beginning of
                                    such annual period.  The Projected  Earnings
                                    shall  be  mutually  determined  in the good
                                    faith  by the  Executive  and the  Board  of
                                    Directors  or  the  Compensation  Committee,
                                    based  upon  reports  prepared  by  analysts
                                    providing   investment   coverage   of   the
                                    Company.  The  Projected  Earnings  for  any
                                    annual period may be downwardly  adjusted by
                                    the  Board  of  Directors  in  order to more
                                    reasonably  reflect the anticipated  results
                                    for such annual period.

                           (ii)     An  annual  bonus  equal  to 20% of the Cash
                                    Incentive  Bonus Amount shall be paid to the
                                    Executive    if   the    cumulative    total
                                    stockholder  return on the  Common  Stock of
                                    the Company for each annual  period  exceeds
                                    the  cumulative  total  return on the Nasdaq
                                    Market Index for such annual period.

                           (iii)    An  annual  bonus  of up to 20% of the  Cash
                                    Incentive  Bonus  Amount  may be paid to the
                                    Executive in the absolute  discretion of the
                                    Board of Directors.

                  (c)      In addition to the Base Salary and the Cash Incentive
                           Bonus  payable  hereunder,  the  Executive  shall  be
                           entitled  to  receive an option to  purchase  100,000
                           shares of the Company's  Common Stock on May 1, 2000.
                           Such  options  shall have an exercise  price equal to
                           the  fair  market  value  on the  date of  grant  (as
                           computed  using the  average of the last trade  price
                           over the ten  consecutive  trading  days  immediately
                           preceding  the  date  of  grant)  and  shall  vest as
                           follows:  33.333% on the grant  date,  33.333% on the
                           first  anniversary  of the grant date and  33.334% on
                           the second anniversary of the grant date.

                  The  parties  agree that the Company is  authorized  to deduct
from the Base  Salary and the Cash  Incentive  Bonus of the  Executive,  and any
other compensation paid to the Executive, such sums as are required by law to be
deducted or withheld.

         5.       Executive Benefits. The Executive shall be entitled to receive
the following benefits from the Company:

                  (a)      The Company  shall pay or reimburse the Executive for
                           the  cost  of  insurance,   maintenance,  repair  and
                           gasoline for his automobile,  provided, however, that
                           such expenses are reasonably related to the Company's
                           business;

                  (b)      The  Company  shall  obtain a life  insurance  policy
                           naming the  Executive  as the  insured and such other
                           party as may be designated as the  beneficiary by the
                           Executive,    providing   for   death   benefits   of
                           $1,000,000.00,  with  respect  to which  the  Company
                           shall  pay  all   applicable   premiums   during  the
                           Employment  Period.  Such policy shall include a cost
                           of living escalator,  provided that such escalator is
                           available on commercially reasonable terms;


                                       -3-

<PAGE>

                  (c)      The  Company  shall  provide  the  Executive  and his
                           family with  medical  insurance  consistent  with the
                           Company's  current and future  medical  plans for its
                           senior executives;

                  (d)      The Company shall  provide the Executive  with annual
                           dental benefits consistent with the Company's current
                           dental plan for its senior executives;

                  (e)      The  Company  shall   provide  the   Executive   with
                           long-term    disability   insurance   providing   for
                           disability  payments of  $12,500.00  per month.  Such
                           policy may  provide  that no  payments  are  required
                           until the Executive has been disabled for a period of
                           six (6) months;

                  (f)      The Executive shall be entitled to participate in the
                           Company's  stock  option  plan  as  available  to all
                           senior  executives  of the  Company,  subject  to the
                           discretion of the Board; and

                  (g)      The Executive  shall be entitled to twenty three (23)
                           days of paid vacation for each 12 month period during
                           the Employment Period. Any vacation shall be taken at
                           the reasonable and mutual  convenience of the Company
                           and the Executive.

         6. Reimbursement of Expenses. The Company shall reimburse the Executive
in accordance with its applicable  policies for all expenses reasonably incurred
by Executive in connection with the performance of his duties  hereunder and the
business of the  Company,  upon the  submission  to the  Company of  appropriate
receipts or vouchers.

         7. D&O  Insurance  Coverage.  The Company shall use its best efforts to
obtain and maintain, at the Company's cost and expense, directors' and officers'
liability  insurance  coverage  for the  directors  and officers of the Company,
including the  Executive.  Nothing herein shall be deemed to require the Company
to provide such  coverage for the  Executive  if it is not then  providing  such
coverage generally to its directors and officers.

         8.  Confidential  Information.  The Executive shall hold in a fiduciary
capacity  for  the  benefit  of the  Company,  its  subsidiaries  and any of its
affiliates all information, knowledge and data relating to or concerned with the
Company, its subsidiaries and any of its affiliate's operations, sales, business
and affairs,  and he shall not, at any time, either during the Employment Period
or after the  termination of the Executive's  employment with the Company,  use,
disclose or divulge any such information,  knowledge or data to any person, firm
or  corporation  (unless  the  Company  no longer  treats  such  information  as
confidential) other than to the Company or its designees and employees or except
as may otherwise be required in connection  with the business and affairs of the
Company;  provided,  however,  that the  Executive  may disclose or divulge such
information,  knowledge  or data that is or becomes  generally  available to the
public through no wrongful act on the Executive's  part or where such disclosure
is legally  compelled by judicial or  administrative  action,  provided that the
Executive  agrees to give the  Company  prompt  notice of any such  judicial  or
administrative  action to enable the Company to seek an  appropriate  protective
order.


                                       -4-

<PAGE>

         9.  Intellectual  Property.   Any  idea,  invention,   design,  written
material,  manual,  system,  procedure,  improvement,  development  or discovery
conceived,  developed,  created or made by the  Executive  alone or with  others
relating to the businesses of the Company or any of its subsidiaries  during the
Employment  Period and,  whether or not patentable or registrable,  shall become
the sole and exclusive property of the Company. The Executive shall disclose the
same  promptly and  completely to the Company and shall,  during the  Employment
Period and at any time and from time to time hereafter (i) execute all documents
requested by the Company for vesting in the Company the entire right,  title and
interest in and to the same, (ii) execute all documents requested by the Company
for filing and prosecuting such  applications for patents,  trademarks,  service
marks and/or  copyrights as the Company,  in its sole discretion,  may desire to
prosecute,  and (iii) give the Company all  assistance it  reasonably  requires,
including the giving of testimony in any suit, action or proceeding, in order to
obtain, maintain and protect the Company's right therein and thereto.

         10.  Equitable  Relief.   The  parties  hereto   acknowledge  that  the
Executive's  services  are  unique  and  that,  in the  event of a  breach  or a
threatened  breach  by  the  Executive  of any of  his  obligations  under  this
Agreement, the Company shall not have an adequate remedy at law. Accordingly, in
the event of any such breach or threatened breach by the Executive,  the Company
shall be entitled to such equitable and injunctive relief as may be available to
restrain  the  Executive  and  any  business,  firm,  partnership,   individual,
corporation or entity participating in such breach or threatened breach from the
violation  of the  provisions  hereof.  Nothing  herein  shall be  construed  as
prohibiting the Company from pursuing any other remedies  available at law or in
equity for such breach or threatened  breach,  including the recovery of damages
and the immediate termination of the employment of the Executive hereunder.

         11.      Change of Control.

                  (a) If prior to the expiration of the Employment Period, there
is a Change of Control (as such term is defined  herein) and  thereafter  any of
the  following  occur:  (a) the  Executive  is placed in any  position of lesser
stature than that of Chief Executive Officer of the Company;  is assigned duties
inconsistent  with the Chief  Executive  Officer or duties which,  if performed,
would  result  in a  significant  change  in the  nature  or  scope  of  powers,
authority, functions or duties inherent in such positions on the date hereof; is
assigned  performance  requirements or working  conditions which are at variance
with the performance  requirements and working  conditions in effect on the date
hereof; or is accorded treatment on a general basis that is in derogation of his
status as a Chief  Executive  Officer;  (b) the  Executive  ceases to serve as a
member of the  Company's  Board;  (c) any  breach of  Paragraphs  4, 5, 6, or 7,
inclusive,  of this  Agreement;  or (d) any  requirement of the Company that the
location at which the Executive performs his principal duties for the Company be
outside a radius of 50 miles from the location at which the Executive  performed
such duties immediately prior to the Change of Control, then the Agreement shall
be deemed to have been  terminated  by the Company  otherwise  than by reason of
Cause and the Company shall pay to Executive  within five days after notice from
Executive to such effect, as liquidated  damages,  a lump sum cash payment equal
to 2.99  times the "base  amount"  of  Executive's  compensation.  For  purposes
hereof,  "base amount"  shall have the meaning  provided in Section 280G (b) (2)
(A) of the  Internal  Revenue  Code  of  1986,  as  amended,  and  the  Proposed
Regulations thereunder.



                                       -5-

<PAGE>

                  (b) For the  purposes of this  Agreement,  a Change of Control
means (i) the direct or indirect sale, lease,  exchange or other transfer of all
or substantially all (50% or more) of the assets of the Company to any person or
entity or group of persons or  entities  acting in concert as a  partnership  or
other  group (a "Group of  Persons"),  (ii) the merger,  consolidation  or other
business  combination of the Company with or into another  corporation  with the
effect that the  shareholders  of the Company,  as the case may be,  immediately
following the merger,  consolidation or other business combination,  hold 50% or
less of the combined  voting  power of the then  outstanding  securities  of the
surviving   corporation  of  such  merger,   consolidation   or  other  business
combination   ordinarily   (and  apart  from  rights   accruing   under  special
circumstances) having the right to vote in the election of directors,  (iii) the
replacement  of a majority of the Company's  Board in any given year as compared
to the directors who  constituted  the Company's  Board at the beginning of such
year, and such replacement  shall not have been approved by the Company's Board,
as the case may be, as constituted at the beginning of such year,  (iv) a person
or Group of  Persons  shall,  as a result of a tender or  exchange  offer,  open
market purchases,  privately negotiated purchases or otherwise,  have become the
beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended) of securities of the Company  representing  50% or more
of the  combined  voting  power  of the  then  outstanding  securities  of  such
corporation   ordinarily   (and  apart  from  rights   accruing   under  special
circumstances) having the right to vote in the election of directors.

         12.      Early Termination.

                  (a) The Employment  Period shall  terminate  without action on
the part of the Company upon the death of the Executive.  The Employment  Period
shall  also  terminate  upon  30  days  written  notice  by the  Company  to the
Executive,  (i) in the  event  that  the  Executive  shall  become  "Permanently
Incapacitated"  (as  hereinafter  defined);  or (ii) for "Cause" (as hereinafter
defined).  The Employment Period shall also terminate upon written notice by the
Executive to the Company for "Good Reason" (as hereinafter defined).

                  (b) For purposes of this  Agreement,  the  Executive  shall be
deemed  Permanently  Incapacitated  in the event that the  Executive  shall,  by
reason of his physical or mental  disability as  determined  by the  Executive's
physician  or a  physician  designated  by the  Company,  fail to  substantially
perform  his  usual  and  regular  duties  for the  Company  for a period of 120
consecutive  days or for an aggregate of 120 days in any  consecutive  six month
period.

                  (c) For  purposes of this  Agreement,  "Cause"  shall mean any
criminal   conviction   of  the   Executive   for  an  offense   involving   the
misappropriation  of funds or material  property of the Company,  or willful and
repeated  refusal of the Executive to follow the lawful  directives of the Board
for the  performance  of  material  duties  which the  Executive  is required to
perform hereunder (other than for reason of becoming Permanently Incapacitated),
after at least ten (10) days prior written  notice by the Company  providing the
Executive with an opportunity to cure such failure.

                  (d) For purposes of this  Agreement,  "Good Reason" shall mean
any  diminution  of  the  Executive's  position,  duties,   responsibilities  or
compensation  as  Chief  Executive  Officer  of the  Company  or the  geographic
relocation  of the  Executive's  position  as  Chief  Executive  Officer  of the
Company.



                                       -6-

<PAGE>

                  (e) In the event the Employment Period is terminated by reason
of the  Executive's  death,  the  Company  shall,  within  30  days,  pay to the
Executive's  estate the Base Salary,  as adjusted,  to and including the date of
such termination,  any unpaid bonus payments previously  determined by the Board
and all expense reimbursements due the Executive.

                  (f) In the event the  Employment  Period is terminated  (i) by
the Company for Cause, or (ii) by the Executive without Good Reason, the Company
shall, within 30 days, pay to the Executive his Base Salary, as adjusted, to and
including the date of such  termination,  any unpaid bonus  payments  previously
determined by the Board and all expense reimbursements due the Executive.

                  (g) In the event the  Employment  Period is terminated  due to
the Executive becoming Permanently  Incapacitated,  the Company shall, within 30
days, pay to the Executive an amount equal to six months of his Base Salary,  as
adjusted,  to and  including  the date of such  termination,  any  unpaid  bonus
payments previously  determined by the Board and all expense  reimbursements due
the Executive.

                  (h) In the event the  Employment  Period is terminated  (i) by
the Company  without  Cause,  or (ii) by the  Executive  with Good  Reason,  the
Company shall, within 30 days, pay to the Executive an amount equal to the total
of all payments of Base Salary for the remainder of the Employment  Period,  but
in no event shall such payment be less than $500,000. In addition, the Executive
shall be entitled to any unpaid  bonus  payments  previously  determined  by the
Board for the remainder of the Employment Period,  shall be paid for accrued but
unused vacation time determined on a pro-rata basis and shall be entitled to the
benefits  provided  pursuant  to  Section  5  hereof  for the  remainder  of the
Employment Period.  Notwithstanding  anything to the contrary herein, no payment
shall be made to the Executive under this Section 12(h) if the Executive is paid
liquidated  damages following a Change of Control of the Company as set forth in
Section 11(a) above.

         13.      Purchase of Options.

                  If the Employment  Period is terminated by the Company without
Cause,  or by the Executive with Good Reason,  the Company shall (at Executive's
option)  purchase from the Executive,  any and all stock options  granted by the
Company and held by the  Executive  at the time of  termination,  whether or not
vested,  for a price equal to the Option  Purchase  Amount.  The Option Purchase
Amount shall mean the average closing bid price of the Company's Common Stock on
the Nasdaq  Small-Cap  market or such other market in which the Company's Common
Stock is then traded over five (5) trading  days prior to the  termination  less
the exercise price of such options.  In the event the Option  Purchase Amount is
not paid to the Executive  within five  business  days of the  occurrence of any
triggering  event described in the first sentence of this Section 13, the Option
Purchase  Agreement  shall accrue interest at an interest rate of 10% per annum,
until the Option Purchase  Amount,  plus such accrued  interest,  is paid to the
Executive.  The Executive shall also continue to receive his Base Salary, and be
entitled to all  benefits  described  in Section 5, until  payment of the Option
Purchase Amount, plus interest, if any, at which time payment of the Base


                                       -7-

<PAGE>

Salary and  entitlement to the benefits  described in Section 5 shall  terminate
unless otherwise provided in this Agreement.

         14.      Arbitration of All Disputes.

                  (a) Any  controversy  or claim  arising  out of or relating to
this  Agreement  or the  breach  thereof  (including  the  arbitrability  of any
controversy or claim),  shall be settled by arbitration in the City of New York,
State of New York, by three  arbitrators,  one of whom shall be appointed by the
Company,  one by the  Executive  and the third of whom shall be appointed by the
first  two  arbitrators.  If the  first  two  arbitrators  cannot  agree  on the
appointment of a third arbitrator,  then the third arbitrator shall be appointed
by the American Arbitration  Association.  The arbitration shall be conducted in
accordance with the rules of the American Arbitration  Association,  except with
respect to the  selection  of  arbitrators  which  shall be as  provided in this
Section. The cost of any arbitration proceeding hereunder shall be borne equally
by the Company  and the  Executive.  In the  absence of fraud,  the award of the
arbitrators  shall be binding  upon the  parties  and  judgment  thereon  may be
entered in any court having jurisdiction thereof.

                  (b) In the event that it shall be necessary  or desirable  for
the Executive to retain legal  counsel  and/or incur other costs and expenses in
connection  with  the  enforcement  of  any or all  of  his  rights  under  this
Agreement,  and  provided  that  the  Executive  substantially  prevails  in the
enforcement  of such rights,  the Company shall pay (or the  Executive  shall be
entitled  to  recover  from the  Company,  as the  case may be) the  Executive's
reasonable  attorneys'  fees and  costs  and  expenses  in  connection  with the
enforcement of his rights, including the enforcement of any arbitration award up
to $50,000 in the aggregate.

         15. Entire Agreement;  Amendment.  This agreement sets forth the entire
understanding  of the  parties  with  respect to the subject  matter  hereof and
supersedes all existing  agreements between them concerning such subject matter,
provided,  however,  that the employment  agreement  between the Company and the
Executive  which  expires  April 30, 2000 shall  remain in full force and effect
until such date.  No amendment to or  modification  of this  Agreement  shall be
valid or binding  unless  made in writing and signed by the party  against  whom
enforcement thereof is sought.

         16. Notices. Any notice or other communication required or permitted to
be given by this Agreement shall be writing and shall be effectively given if:

                  (a)      delivered personally by hand;
                  (b)      sent by prepaid courier service;
                  (c)      sent by registered mail; or
                  (d)      sent by prepaid  telecopier,  telex or other  similar
                           means of  electronic  communication  and confirmed by
                           mailing the original document so sent by prepaid mail
                           on the same or following day,

in each case addressed as follows:



                                       -8-

<PAGE>

                  (i)      if to the Executive:

                           65 Central Park West, Apt. 2D
                           New York, NY 10023

                  (ii)      if to the Company:

                            27 Madison Road
                            Fairfield, N.J. 07004
                            Attention: James Caci

                            Telecopier No. (973) 575-9599

or at such other address as the party to whom such notice or other communication
is to be given shall have advised the party  giving same in the manner  provided
in this Section.  Any notice or other communication  delivered  personally or by
prepaid  courier  service shall be deemed to have been given and received on the
day it is so  delivered  at such  address,  provided  that if such  day is not a
business  day such  notice or other  communication  shall be deemed to have been
given and  received  on the next  following  business  day.  Any notice or other
communication  sent by  registered  mail  shall be deemed to have been given and
received on the third business day following the date of mailing.  Any notice or
other  communication  transmitted by telecopier,  telex or other similar form of
electronic  communication  shall be deemed  given and received on the day of its
transmission  provided that such day is a business day and such  transmission is
completed  before  5:00 p.m.  on such day,  failing  which such  notice or other
communication shall be deemed given and received on the first business day after
its  transmission.  Regardless of the foregoing,  if there is a mail stoppage or
labor  dispute or  threatened  labor  dispute which has affected or could affect
normal mail delivery,  then no notice or other communication may be delivered by
registered mail. If there has been a mail stoppage and if a party sends a notice
or other communication by telecopier, telex or other similar means of electronic
communication,  such party shall be  relieved  from the  obligation  to mail the
original document in accordance with this Section.  "Business day" means any day
other than a  Saturday,  a Sunday or a  statutory  holiday  observed in New York
City, New York.

         17.  Waivers.  No  course of  dealing  nor any delay on the part of any
party hereto in exercising any rights hereunder shall operate as a waiver of any
such  rights.  No waiver of any  default  or breach of this  Agreement  shall be
deemed a continuing waiver or a waiver of any other breach or default.

         18.  Governing Law. This Agreement  shall be governed,  interpreted and
construed in accordance with the laws of the State of New York, except that body
of law relating to choice of laws.

         19.  Invalidity.  If any  clause,  paragraph,  section  or part of this
Agreement  shall be held or  declared to be void,  invalid or  illegal,  for any
reason, by any court of competent jurisdiction, such


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<PAGE>

provision shall be ineffective but shall not in any way invalidate or affect any
other clause, paragraph, section or part of this Agreement.

         20.  Further  Assurances.  Each  of  the  parties  shall  execute  such
documents  and take such other  actions as may be  reasonably  requested  by the
other  party to carry out the  provisions  and  purposes  of this  Agreement  in
accordance with its terms.

         21. Counterparts.  This Agreement may be executed simultaneously in two
or more counterparts which may be by facsimile, each of which shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

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

                                              DATATEC SYSTEMS, INC.


                                              By: /s/ James M. Caci
                                                 -------------------------------
Isaac J. Gaon                                    Name:  JAMES M. CACI
--------------------------------                 Title: Chief Financial Officer
ISAAC J. GAON


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