DEFINITIVE PURCHASE AGREEMENT

     This Definitive Purchase Agreement ("Agreement") is made as of the 23rd day
of August  2001,  by and among  Manchester  Technologies,  Inc.,  a  Corporation
organized and existing under and by virtue of the laws of the State of New York,
with a principal place of business at 160 Oser Avenue, Hauppauge, New York 11788
(hereinafter referred to as the "Purchaser" or "Manchester"),  Donald A. Barber,
an individual residing at 30 Tonic Court, Sharpsburg,  Georgia 30277 ("Barber"),
Mark W. Van Pelt, an individual residing at 130 Windsong Circle, East Brunswick,
NJ 08816 ("Van Pelt"),  Ben E. Murray, an individual  residing at 22 Valley View
Drive, Victor, NY 14564 ("Murray"), Larry Michael Graham, an individual residing
at 3442 Stettler View Road, Charlotte, North Carolina 28210 ("Graham"), (Barber,
Van Pelt,  Murray and  Graham  are  hereinafter  individually  referred  to as a
"Seller" and collectively as the "Sellers") and Donovan  Consulting Group, Inc.,
a Delaware Corporation,  with a principal place of business at 510 Swanson Road,
Tyrone, Georgia 30290 (hereinafter referred to as the "Company").

     W I T N E S S E T H:  WHEREAS,  the  Company  is in  the  business  of  the
development  of  broadband  wireless  cell  coverage,  and  provides (i) related
services such as site surveys, design,  integration,  installation,  consulting,
project  management,  training  services and (ii) related  products for wireless
local area networks and  point-to-point or  point-to-multipoint  connecting (the
"Business").  It's main office is located at 510 Swanson Road,  Tyrone,  Georgia
30290, and

         WHEREAS, the Sellers are the sole stockholders in the Company, and
         WHEREAS,  the Sellers have made  certain representations and warranties
regarding  the  Company  as more  particularly  defined  in this  Agreement  and
Schedules annexed hereto, and





                                                         1

<PAGE>



     WHEREAS,  the Purchaser  desires to purchase one hundred  (100%) percent of
the  right,  title and  interest  of the  Sellers  in the  capital  stock of the
Company.

     Now, Therefore, in consideration of the sum of One ($1.00) Dollar and other
good and valuable  consideration,  receipt of which is hereby acknowledged,  and
the  mutual  agreements  hereinafter  set forth,  the  parties  hereto  agree as
follows:

     Definitions:  The following terms shall have the meaning hereby assigned in
this  Agreement  as well as any  other  Agreement  which is  collateral  hereto:

     "Assets" means all right,  title,  and interest in and to all of the assets
of the Company as set forth on Schedule A-1,  including,  if any, all of its (a)
real property leasehold interests, and sub-lease holds therein, and improvements
thereon,   (b)  tangible  personal  property  (such  as  machinery,   equipment,
Inventory),   (c)  intellectual  property,   including  goodwill,  trade  names,
copyrights,  patents  and  trademarks,   licenses  and  sublicenses  and  rights
thereunder,  remedies against infringements thereof, and rights to protection of
interests therein, (d) equipment leases,  sub-leases, and rights thereunder, (e)
customer and third-party agreements,  contracts, other similar arrangements, and
rights thereunder,  (f) accounts, notes, and other receivables,  (g) securities,
(h)  claims,  deposits,  prepayments,  refunds,  causes  of  action,  rights  of
recovery,  rights of set off, and rights of recoupment  (including any such item
relating  to the  payment  of  Taxes),  (i)  permits,  licenses,  registrations,
certificates,  and similar rights  obtained from  governments  and  governmental
agencies, (j) books, records, ledgers, files, documents, correspondence,  lists,
drawings,  and specifications,  creative materials,  advertising and promotional
materials,  studies,  reports,  and other printed or written materials,  (k) any
Cash,  (l) the  corporate  charters,  qualifications  to conduct  business  as a
foreign  corporation,  arrangements  with registered  agents relating to foreign
qualifications,  taxpayer and other identification numbers, seals, minute books,
stock transfer books, blank stock certificates,  and other documents relating to
the  organization,  maintenance,  and existence of the Company as a corporation;
(m) any of the rights of the Company





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<PAGE>



under this Agreement.
         "Adverse Consequences" means all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments,
orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid
in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and
fees, including court costs and reasonable attorneys fees and expenses except to
the extent actually recovered by Manchester or the Company under any applicable
insurance policy covered by Manchester or the Company prior to the date of this
Agreement.
         "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.
         "Affiliated Group" means any affiliated group within the meaning of
Code Sec. 1504(a) or any similar group defined under a similar provision of
state, local, or foreign law.
         "Basis" means any past or present fact, situation, circumstance,
status, condition, activity, practice, plan, occurrence, event, incident,
action, failure to act, or transaction that forms or could form the basis for
any specified consequence.
         "Cash" means cash and cash equivalents (including marketable securities
and short term investments) calculated in accordance with GAAP applied on a
basis consistent with the preparation of the Closing Date Financial Statements.
         "Closing" has the meaning set forth in Paragraph "THIRD" below.
         "Closing Date" has the meaning set forth in Paragraph "THIRD" below.

     "Closing Date Financial  Statements" means the financial  statements of the
Company to be prepared by an  accounting  firm chosen by the Company at its cost
reflecting  the  financial  condition  of the Company as of the day prior to the
Closing  Date,  prepared  in  accordance  with GAAP and in  accordance  with the
Company's  previous  financial  statements  on a  consistent  basis  and  to  be
delivered  to the  Parties  within  ninety  (90)  days of the  Closing  Date and
accepted by the Parties in writing. In the





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event of a dispute regarding the Closing Date Financial  Statements which cannot
be resolved by the Parties  within  fifteen (15) days of delivery of the Closing
Date  Financial  Statements,  the Closing  Date  Financial  Statements  shall be
reviewed by an  accounting  firm chosen  jointly by the Parties,  which costs of
review shall be divided equally by the Sellers and the Company. In the event the
net equity value of the Company as shown on the Closing Date Financial Statement
(prepared in  accordance  with GAAP) is greater than the net equity value of the
Company as shown on the Financial  Statements as adjusted as of the Closing Date
(prepared  on a  consistent  basis)  by more  than  Fifty-Thousand  ($50,000.00)
Dollars,  then the Purchase  Price shall be reduced by such  difference.  In the
event the net equity value of the Company as shown on the Financial Statement of
the Company as adjusted on the  Closing  Date is greater  than the Closing  Date
Financial  Statement by more than Fifty-Thousand  ($50,000.00)  Dollars than the
Purchase  Price  shall  be  increased  by  such  difference.  In the  event  the
difference  is  less  than  Fifty-Thousand  ($50,000.00)  Dollars  (positive  or
negative)  there will be no adjustment to the Purchase  Price.  In the event the
positive or negative  differential  is in excess of $50,000,  the purchase price
will be adjusted by the full amount of the differential.

         "Code" means the Internal Revenue Code of 1986, as amended.
         "Confidential Business Information" means any information concerning
the businesses and affairs of the Company including but not limited to research
and development, know-how, formulas, compositions, processes and techniques,
technical data, designs, drawings, specifications, customer and supplier lists,
pricing and cost information and business and marketing plans and proposals, but
does not include information that is already generally available to the public.

     "Contingent  Payments" has the meaning set forth in Paragraph "SECOND: (B)"
below.

     "Employee Benefit Plan" means the Donovan Consulting Group, Inc. Simple IRA
Plan administered by American Express.

     "Employee  Pension  Benefit  Plan" has the  meaning set forth in ERISA Sec.
3(2).

     "Employee  Welfare  Benefit  Plan" has the  meaning set forth in ERISA Sec.
3(1).





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<PAGE>



     "Environmental,   Health,   and  Safety   Laws"  means  the   Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980,  the Resource
Conservation  and Recovery Act of 1976, and the  Occupational  Safety and Health
Act of 1970,  each as amended,  together with all other laws  (including  rules,
regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and
charges  thereunder) of federal,  state and local  governments (and all agencies
thereof)  concerning  pollution or protection of the environment,  public health
and safety, or employee health and safety, including laws relating to emissions,
discharges,  releases,  or threatened releases of pollutants,  contaminants,  or
chemical, industrial,  hazardous, or toxic materials or wastes into ambient air,
surface water,  ground water, or lands or otherwise relating to the manufacture,
processing,  distribution,  use, treatment,  storage,  disposal,  transport,  or
handling of pollutants,  contaminants,  or chemical,  industrial,  hazardous, or
toxic materials or wastes.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended.   "Expenses"  means  all  expenses  incurred  in  connection  with  the
reasonable  and customary  operation of the Company  accrued in accordance  with
GAAP.

     "GAAP" means United States generally accepted  accounting  principles as in
effect from time to time.

     "Intellectual  Property" means (a) all inventions,  (whether  patentable or
unpatentable and whether or not reduced to practice),  all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
re-issuance,  continuations,  continuations-in-part,  revisions, extensions, and
re-examinations 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, all copyrights,  and all applications,
registrations,  and renewals in connection therewith, (d) all mask works and all
applications, registrations, and





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<PAGE>



renewals  in  connection  therewith,  (e) all  trade  secrets  and  Confidential
Business  Information  and, (f) all computer  software  developed by the Company
(including data and related  documentation),  (g) all other Company  proprietary
rights, and (h) all copies and tangible embodiments thereof (in whatever form or
medium).

     "Inventory" means all goods in process,  finished goods, parts and supplies
and other items deemed  inventory in  accordance  with the  Company's  financial
statements and listed on Schedule  EIGHTH (P) and used in the Ordinary Course of
Business.

     "Knowledge"  means  the  actual  knowledge  of  the  Seller  of  facts  and
circumstances  and, or which they should  reasonably  have in their  capacity as
shareholders, officers and/or directors of the corporation.

     "Liabilities"  means (a) all  liabilities of the Company as recorded on the
Closing  Date  Financial  Statements,  and  subject to the  representations  and
warranties of Seller and the Company herein,  (b) all obligations of the Company
under the  agreements,  contracts,  leases,  licenses,  and  other  arrangements
referred to in the definition of Assets either (i) to furnish  goods,  services,
and other  non-Cash  benefits to another  party after the Closing or (ii) to pay
for goods, services, and other non-Cash benefits that another party will furnish
to it after the Closing,  (c) any  liability of the Company for unpaid Taxes for
periods  prior to the Closing  which were not due and payable  prior to Closing,
(d) any liability or obligation under any insurance policy,  health,  medical or
life  insurance  plan of the  Company in effect as of the Closing  Date,  costs,
amounts paid in  settlement,  losses,  expenses,  or otherwise  and whether such
indemnification is pursuant to any statute, charter documents, bylaw, agreement,
or otherwise,  any  liability of the Company for costs and expenses  incurred in
connection  with the Agreement and the  transactions  contemplated  hereby,  any
liability or obligation of the Company  under this  Agreement,  any liability or
obligation of the Company,  the Employee  Benefit Plan, any liability  resulting
from any breach of contract, breach of warranty, tort infringement or





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<PAGE>



violation of law.

     "Liability" means any liability (whether known or unknown, whether asserted
or un-asserted,  whether absolute or contingent,  whether accrued or un-accrued,
whether liquidated or unliquidated, and whether due or to become due), including
any liability for Taxes.

     "Manchester  Options"  means the  options to acquire  shares of  Manchester
delivered to Sellers in accordance with the Employment  Agreements referenced in
Paragraph "FOURTH".

     "Non-Contingent  Payment" has the meaning set forth in  Paragraph  "SECOND:
(A)" below.


     "Ordinary  Course of Business" means the ordinary course of business of the
Company  consistent  with past custom and  practice  (including  with respect to
quantity and frequency),  excluded therefrom is the transaction  contemplated by
the within Agreement.

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

     "Pre-Tax  Earnings"  has the meaning set forth in  Paragraph  "SECOND  (B)"
below.  "Purchase Price" has the meaning set forth in Paragraph  "SECOND" below.
"Revenue"  shall  mean all income of the  Company  from  sales of  products  and
services accrued during the applicable year in accordance with GAAP.

     "Security Interest" means any mortgage, pledge, lien, encumbrance,  charge,
or other  security  interest,  other  than (a)  mechanic's,  material  men's and
similar liens, (b) liens for Taxes not yet due and payable or for Taxes that the
taxpayer  is  contesting  in good faith  through  appropriate  proceedings,  (c)
purchase  money liens and liens  securing  rental  payments  under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.






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<PAGE>



         "Stock" shall mean 100% of the issued and outstanding capital stock of
the Company owned by the Shareholders as follows:
                           Donald A. Barber         47,000 shares
                           Mark W. Van Pelt         47,000 shares
                           Ben E. Murray             5,000 shares
                           Larry  Michael Graham     1,000 shares

     "Subsidiary" means any corporation with respect to which a specified Person
(or a Subsidiary  thereof)  owns a majority of the common stock or has the power
to vote or direct the voting of sufficient securities to elect a majority of the
directors.

     "Tax" means any federal,  state, local, or foreign income,  gross receipts,
license, payroll,  employment,  excise, severance,  stamp, occupation,  premium,
windfall profits,  environmental  (including taxes under Code Sec. 59A), customs
duties,  capital stock,  franchise,  profits,  withholding,  social security (or
similar),  unemployment,  disability,  real property,  personal property, sales,
use,  transfer,  registration,  value  added,  alternative  or  add-on  minimum,
estimated, or other tax or any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not.

     "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 including any amendment thereof.

     "Third Party Claim" has the meaning set forth in  Paragraph  "EIGHTH:  (D)"
below.

     "Virtual  Office" means an office of the Company  located in the home of an
employee of the Company.

FIRST:            SALE OF STOCK-
         The Sellers agree to sell, transfer and assign the Stock pursuant to
the terms and conditions hereinafter set forth.





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<PAGE>




SECOND:           PURCHASE PRICE-

     The Purchaser agrees to buy the Stock for a purchase price of Three Million
Five Hundred  Thousand and 00/100 Dollars  ($3,500,000.00)  ("Purchase  Price"),
which sum includes the amount of the "Contingent  Payments"  (Paragraph "SECOND:
(B) 1 and 2") payable to the Sellers as follows:

         A.       NON-CONTINGENT PAYMENTS:

                  1.  $1,500,000.00 shall be in cash payable at Closing, subject
to any adjustment as provided in Paragraph "EIGHTH (R)".

         B.       CONTINGENT PAYMENTS:

     1.  $1,000,000.00  or such  modified  amount shall be in cash payable on or
before November 1, 2002,  contingent upon the Company  achieving the projections
as to revenue and pre-tax  earnings,  for the period  consisting  of twelve (12)
months from the Closing of the within Agreement (Year One), as more particularly
set forth in sub-paragraph (3) below.

     2.  $1,000,000.00  or such  modified  amount shall be in cash payable on or
before November 1, 2003,  contingent upon the Company  achieving the projections
as to revenue and pre-tax  earnings,  for the period  commencing the first (1st)
day of the thirteenth (13th) month after Closing, and concluding on the last day
of the  twenty-fourth  (24th) month after Closing of the within  Agreement (Year
Two), as more particularly set forth in sub-paragraph (3) below.

     3. The "Contingent  Payments" due on November 1, 2002 ("Year One Contingent
Payments"),  and  November 1, 2003  ("Year Two  Contingent  Payments"),  will be
subject to the following conditions:

                           a.         Revenue                    Pre-tax Earning
Year One Contingent Payments         $5 Million                  $1.25 Million
Year Two Contingent Payments         $10 Million                 $2.5 Million






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<PAGE>



     b.  Year  One  Contingent  Payment  Modification:  In the  event  "Revenue"
attained is $2.5 Million or more, but less than $5 Million, and Pre-Tax Earnings
equals or  exceeds  twenty-five  (25%)  percent  of such  Revenue,  the Year One
Contingent  Payments  earned will be Five Hundred  Thousand  and 00/100  Dollars
($500,000.00).  Year Two Contingent Payment Modification: In the event "Revenue"
attained  is $7.5  Million  or more,  but less  than $10  Million,  and  Pre-Tax
Earnings equals or exceeds  twenty-five (25%) percent of such Revenue,  the Year
Two Contingent  Payments earned will be Five Hundred Thousand and 00/100 Dollars
($500,000.00).

                           Example:         Year One-      The attained Revenue
                           --------

is $4 Million and "Pre-Tax  Earnings" are thirty-five  (35%) percent of attained
Revenue.  The  amount of the Year One  Contingent  Payments  to be paid would be
$500,000.00.

     4. In the event substantially all of the stock or the assets of the Company
are sold prior to the date the Year One or Year Two Contingent  Payments are due
(the"Resale"),  the  Sellers  shall be  entitled to receive a portion of the net
proceeds  of  the  Resale  (cash  value  of  the  proceeds  less  costs  of  the
transaction) in accordance with the following:

     a. If the net  proceeds  are less than or equal to the total  amount of (i)
the Non- Contingent  Payment  received by the Sellers,  under paragraph SECOND A
above plus (ii) the Contingent  Payment  received by the Sellers,  if any, under
paragraph SECOND B above, then no amount of the net proceeds shall be payable to
Sellers;

     b.  If the  net  proceeds  are  more  than  the  total  amount  of (i)  the
Non-Contingent  Payment  received by the Sellers under paragraph  SECOND A above
plus  (ii)  the  Contingent  Payment  received  by the  Sellers,  if any,  under
paragraph  SECOND B above,  then at closing,  Manchester shall pay to Sellers an
amount equal to 25% of the amount of net proceeds in excess of the amounts of





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Contingent and Non-Contingent payments received by the Sellers pursuant to (i)
and (ii) above.

         C.       PURCHASER ELECTION:

     Assuming "Contingent Payments" are due and payable for Year One and/or Year
Two, the Purchaser,  at its sole election and option,  may substitute  shares of
Manchester  common  stock  for up to 50% of the  "cash"  payments  due under any
"Contingency  Payments".  In the event Purchaser  should so elect, the following
provisions shall be applicable:

     1.  Valuation  for such shares  shall be the average  closing  price of the
Manchester  common  stock for the last  twenty  (20)  trading  days  immediately
preceding  November 1, 2002 for the Year One Contingent  Payment and November 1,
2003 for the Year Two Contingent Payment.

     2. Shares of  Manchester so issued will be  "unregistered",  and subject to
S.E.C. Rule 144 applicable thereto.

         D.       DEFINITIONS OF PRE-TAX EARNINGS:

     For purposes of  Paragraphs  "SECOND:  (B) 1, 2, and 3", of the  Agreement,
"Pre-Tax  Earnings" shall mean all Revenues earned during the applicable  period
less all  Expenses  incurred  or  accrued  during  the  period  except for taxes
computed on the basis of income, in accordance with the following:

     1. "Pre-Tax Earnings" will be determined using GAAP applied on a consistent
basis, except as provided in this Paragraph "SECOND: (D)".

     2.  "Pre-Tax   Earnings"  will  be  calculated   prior  to  accounting  for
amortization of goodwill.

     3. The Company shall not pay any  discretionary  "bonus" to any Seller that
has the effect of reducing or eliminating any "Contingency  Payments" due to the
Sellers under this Agreement.

     4.  Manchester  will not  assign  or  allocate  overhead  or other  cost or
expenses as





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<PAGE>



expenses  incurred in the Ordinary  Course of Business to the Company other than
those  allocations  which Manchester pays directly on behalf of the Company,  or
which is directly allocatable to the Company in the Ordinary Course of Business.

     5.  Manchester  may  allocate as cost to the Company  certain  expenses for
normal and customary  operations of the Company  consistent with prior practices
of Manchester  which may include (i) expenses  incurred to integrate  Manchester
and the Company's  business systems and operations,  (ii) expenses  incurred for
the opening of additional offices of the Company and (iii) additions or upgrades
as to the  Company's  offices,  equipment,  and computer  system in the Ordinary
Course of Business.

         E.       APPLICABILITY OF PURCHASE PRICE:

     The Purchase Price, including  Non-contingent  Payments (Paragraph "SECOND:
(A)" above) and Contingent Payments (Paragraph  "SECOND:  (B)" above),  shall be
allocated to each of the Sellers in the  percentages  listed on Schedule  SECOND
(E) attached hereto.

THIRD:            CLOSING -

     The Closing of the transactions  ("Closing") contemplated by this Agreement
shall take place at the offices of Kressel,  Rothlein,  Walsh & Roth,  LLC,  684
Broadway, Massapequa, New York 11758, Attorneys for the Purchaser, on August 23,
2001 or at such  other  place or at such  other  time as the  Purchaser  and the
Sellers may mutually determine ("Closing Date").

         A.       SELLER'S OBLIGATIONS:

          At the  Closing,  the  Sellers  shall  cause  to be  delivered  to the
Purchaser:

          1.  Resolution-Certificate  of Resolution of the Board of Directors of
     the  Company  authorizing  the within  transaction,  and a  certificate  or
     certification dated the Closing date, signed by





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<PAGE>



the Secretary of the Company setting forth:

          a. The  authorized,  outstanding  and  unissued  capital  stock of the
     Company;

          b. The names and addresses of the holders (of record and beneficially)
     of such authorized and outstanding stock, and the number of shares owned by
     each;

          c. The  names and  addresses  of all  directors  and  officers  of the
     Company; and the names of the officers authorized to execute and deliver on
     behalf of the Company the  documents  and related  instruments  deliverable
     hereunder.

     2. Stock  Certificates-  Certificates for the Seller's stock, duly endorsed
to  the  Purchaser.   The  Company  shall  thereupon   issue  new   certificates
representing shares to be delivered to Purchaser.

     3. Corporate Records- The Company's  corporate minute books,  including but
not limited to the Company's  Certificate of  Incorporation,  By-Laws,  minutes,
stock  certificates  and stock  transfer  records of the Company,  and a current
Certificate of Good Standing issued by the State of Delaware.

     4.  Resignations-  The  written  resignations  of Sellers as  officers  and
directors of the Company, effective upon consummation of the Closing.

     5. Contracts- List of product and service contracts in progress.

     6. Accounts Payable- A Schedule of all accounts payable by the Company as
of the date of Closing.

     7. Estoppel Letter- Estoppel Letter by Landlord confirming that there is no
default under the lease for the Company's principal place of business located at
510 Swanson Road, Tyrone, Georgia 30290 (the "Lease").





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<PAGE>



     8.  Indemnification  Agreement- A signed Indemnity Agreement by the Sellers
in the form of Annex A-1 hereto.

     9. Seller  Release- A signed  Release by each Seller in the form of Annex B
hereto.

         B.       PURCHASER'S OBLIGATIONS

                  At the Closing the Purchaser shall deliver the following:

     1. A signed Indemnity Agreement by the Purchaser in the form of Annex A-2
hereto.

     2. Certified  checks or appropriate wire transfers for the accounts of each
of the Sellers for the  Non-Contingent  Payment  totaling $1.5  Million,  as per
Paragraph "SECOND: (A) 1".

     3.  Options as  required  under the  Employment  Agreements  referred to in
Paragraph "FOURTH".

     4.  Certificate  of  Resolution  of the Board of  Directors  of  Manchester
authorizing the within transaction.

FOURTH:           EMPLOYMENT AGREEMENT-

     Each of the Sellers and the Company, simultaneously with the Closing, shall
enter into an Employment Agreement in the form of Annex C hereto.

FIFTH:            BOOKS AND RECORDS-

     All of the books and  records,  including  but not limited to journals  and
work sheets, tax returns, bank statements,  accountant's records,  contracts and
other materials used for the operation of the Company shall remain intact at the
Company,  and  shall not be  removed  from the  Company's  offices  without  the
permission of the Purchaser.





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<PAGE>





SIXTH:            BROKER-FINDER INDEMNITY-

     Each of the parties hereto represents and warrants that it has not employed
any  broker or finder in  connection  with this  Agreement,  or the  transaction
contemplated  hereby,  and  agrees  to  indemnify  the  other  party and hold it
harmless from any and all liabilities (including, but not limited to, reasonable
Attorneys fees and  disbursements and Court costs paid or incurred in connection
with any  such  liabilities)  for  brokerage  commissions  or  finder's  fees in
connection with this Agreement  asserted by any party based upon arrangements or
agreements  made  or  claimed  to  have  been  made  by or  on  behalf  of  such
indemnifying party.

SEVENTH:          POST CLOSING COVENANTS-

         The parties agree as follows with respect to the period following the
Closing:

         A.     GENERAL:

     In case at any time after the Closing any further  action is  necessary  or
desirable to carry out the purposes of this Agreement,  each of the parties will
take such further  action  (including the execution and delivery of such further
instruments and documents) as the other party reasonably may request, all at the
sole cost and expense of the requesting  party (unless the  requesting  party is
entitled to indemnification therefor pursuant to the Indemnity Agreement annexed
hereto).

         B.       LITIGATION SUPPORT:

     In the  event  and for so long  as any  party  actively  is  contesting  or
defending against any action, suit, proceeding, hearing, investigation,  charge,
complaint,  claim, or demand in connection with (i) any transaction contemplated
under this Agreement or between any other agreement collateral





                                                         15

<PAGE>



hereto, (ii) any fact, situation,  circumstance,  status,  condition,  activity,
practice,  plan,  occurrence,  event,  incident,  action,  failure  to  act,  or
transaction  on or prior to the  Closing  Date  involving  the  business  of the
Company as conducted  prior to the Closing Date,  the other party will cooperate
with the  contesting  or  defending  party and its  counsel  in the  contest  or
defense, make available its personnel,  and provide such testimony and access to
its books and records as shall be  necessary in  connection  with the contest or
defense,  all at the sole cost and expense of the contesting or defending  party
(unless  the  contesting  or  defending  party is  entitled  to  indemnification
therefor under an Indemnity Agreement annexed hereto).

EIGHTH:           REPRESENTATIONS AND WARRANTIES-

     The Sellers and the Company hereby  covenant,  represent and warrant to the
Purchaser that the statements  contained in this Paragraph "EIGHTH" are true and
correct as of the Closing Date as follows:

         A.       VALID CORPORATE EXISTENCE:

                  The Company is a Corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.

         B.       AUTHORITY:

     The Company has all  requisite  corporate  power and  authority  to own its
assets  and  properties,  and to carry on its  business  as now  conducted.  The
Company has the power and authority to enter into this  Agreement,  and to carry
out the transactions  contemplated hereby,  including,  without limitation,  the
authority  to  transfer  the  Company's  stock as  herein  provided.  Except  as
otherwise  provided  for  herein,  the  consent of any third  party or  parties,
including any  governmental  agency or  instrumentality,  to the within proposed
transaction, is not required.





                                                         16

<PAGE>



         C.        CAPITALIZATION; STOCKHOLDERS OF THE COMPANY:

     The Company has the number of authorized,  issued and outstanding shares of
capital stock as set forth below:

                           Donovan Consulting Group, Inc.
                           100,000 total authorized,
                           100,000 total issued.

         Sellers are the owners beneficially and of record of One Hundred (100%)
percent of all of the issued and outstanding capital stock of the Company as
follows:
                           Donald A. Barber                  47,000 Shares
                           Mark W. Van Pelt                  47,000 Shares
                           Ben E. Murray                      5,000 Shares
                           Larry Michael Graham               1,000 Shares

     There are no outstanding  options,  warrants,  contracts,  calls,  demands,
commitments,  stock  restriction  agreements  or  encumbrances  of any character
relating to the capital  stock of the Company,  and no securities of the Company
outstanding which are convertible into capital stock.

         D.        SUBSIDIARIES:

     The  Company  does not own any capital  stock or any other  interest in any
other business entity, whether incorporated or unincorporated.

         E.         ENFORCEABILITY:
                  This Agreement constitutes a binding and enforceable agreement
of the Company enforceable in accordance with its terms.

         F.         FOREIGN QUALIFICATIONS:

     The Company is not  qualified to do business in any foreign  country or any
states other





                                                         17

<PAGE>



than the State of  Delaware.  The Company has Virtual  Offices in the  locations
listed on Schedule EIGHTH (F).

         G.         TITLE TO ASSETS:

     The company has good and marketable title to, or a valid leasehold interest
in, the properties  and assets used by it, or shown on the Financial  Statements
or acquired after the date thereof free and clear of all Security Interests,  or
restrictions  on transfer  except for properties  and assets  disposed of in the
Ordinary Course of Business, or as disclosed on Schedule EIGHTH (G) hereto.

         H.         FINANCIAL STATEMENTS:

     Attached  hereto as Schedule  EIGHTH (H) are the balance  sheets and income
statements  for (i) the period from  January 1, 2000 to  December  31, 2000 (the
"2000 Annual  Financial  Statements"),  (ii) the interim  period from January 1,
2001 to June 30, 2001 (the "2001 Interim Financial Statement").  The 2000 Annual
Financial  Statements  and the 2001 Interim  Financial  Statement (and the Notes
thereto)  are  collectively  referred  to as  the  "Financial  Statements".  The
Financial Statements have been prepared in accordance with accounting principles
applied on a consistent basis  throughout the periods covered  thereby,  present
fairly the  financial  condition of the Company as of such dates and the results
of operations of the Company for such periods, are correct and complete, and are
consistent with the books and records of the Company;  provided,  however,  that
the 2001 Interim Financial Statements are subject to normal year-end adjustments
(which will not be material individually or in the aggregate).

         I.        EVENTS SUBSEQUENT TO THE 2001 INTERIM FINANCIAL
                  STATEMENTS:






                                                         18

<PAGE>



     Since  the  2001  Interim  Financial  Statements,  there  has not  been any
material  adverse  change  in the  business,  financial  condition,  operations,
results of operations,  or to the Knowledge of the Sellers and the Company,  the
future  prospects  of  the  Company.  Without  limiting  the  generality  of the
foregoing,  since that date the  Company  has not,  other  than in the  Ordinary
Course of Business.

     1. sold, leased,  transferred,  or assigned any of its assets,  tangible or
intangible, other than for a fair consideration;

     2.         entered into any agreement, contract, lease, or license;

     3. had any party  accelerate,  terminate,  modify, or cancel any agreement,
contract, lease, or license to which the Company is a party or is bound;

     4.  imposed  any  Security  Interest  upon any of its  assets,  tangible or
intangible;

     5. made any capital expenditure;

     6. issued any note,  bond,  or other debt  security  or created,  incurred,
assumed, or guaranteed any indebtedness for borrowed money or capitalized lease;

     7.  delayed  or  postponed  the  payment  of  accounts  payable  and  other
Liabilities;

     8. canceled, compromised, waived, or released any right or claim;

     9. granted any license or  sub-license  of any rights under or with respect
to any Intellectual Property;

     10. issued,  sold, or otherwise  disposed of any of its capital  stock,  or
granted any options,  warrants, or other rights to purchase or obtain any of its
capital stock except for the Stock held by the Sellers;

     11. declared set aside, or paid any dividend or made any distribution  with
respect to its capital stock or redeemed,  purchased,  or otherwise acquired any
of its capital stock;





                                                         19

<PAGE>





     12. experienced any material damage,  destruction,  or loss (whether or not
covered by insurance) to its property;

     13. made any loan to, or entered into any other  transaction  with,  any of
the directors, officers, and employees of the Company;

     14.  entered  into  any  employment   contract  or  collective   bargaining
agreement,  written or oral,  or modified the terms of any  existing  employment
contract or collective bargaining agreement;

     15. granted any increase in the base  compensation  of any of its directors
or officers;

     16. adopted,  amended,  modified, or terminated any bonus,  profit-sharing,
incentive,  severance, or other plan, contract, or commitment for the benefit of
any of the directors,  officers,  and employees of the Company or taken any such
action with respect to the existing Employee Benefit Plan;

     17. made any other  change in  employment  terms for any of its  directors,
officers, and employees;

     18. made or pledged to make any  charitable or other capital  contribution;
and

     19. paid any amount to any third  party with  respect to any  Liability  or
obligation.

     J.       UNDISCLOSED LIABILITIES:

     The Company does not have any  Liabilities  except for (i)  Liabilities set
forth in the  2001Interim  Financial  Statements  (and in any notes thereto) and
(ii) Liabilities which have arisen after the 2001 Interim  Financial  Statements
in the Ordinary Course of Business.





                                                         20

<PAGE>





         K.       LEGAL COMPLIANCE:

     To the Knowledge of the Sellers and the Company, the Company has materially
complied with all applicable laws (including rules,  regulations,  codes, plans,
injunctions,  judgments,  orders,  decrees,  rulings, and charges thereunder) of
federal,  state and local governments (and all agencies thereof), and no action,
suit, proceeding, hearing,  investigation,  charge, complaint, claim, demand, or
notice  has been  filed or, to the  Knowledge  of the  Sellers  or the  Company,
commenced or  threatened  against the Company  alleging any failure so to comply
except where failure to comply would not have any material  adverse  effect upon
the Company or its business nor do the Sellers or the Company, have Knowledge of
a Basis for any such Action against the Company,  except for Actions against the
Company  incurred or which may be incurred  in the  Ordinary  Course of Business
that are not material in nature.

         L.       TAX MATTERS:

     1. The company has filed all Tax Returns that it was required to file prior
to the Closing Date.  To the Knowledge of the Sellers and the Company,  all such
Tax Returns were correct and complete in all respects, and all Taxes owed by the
Company  (whether  or not shown on any Tax Return)  have been paid.  The Company
currently is not the  beneficiary  of any extension of time within which to file
any Tax Return.  Except as disclosed  on Schedule  EIGHTH (L), no claim has ever
been made by an authority in a jurisdiction  where the Company does not file Tax
Returns that it is or may be subject to taxation by that jurisdiction. There are
no Security  Interests  affecting any of the assets of the Company that arose in
connection with any failure (or alleged failure) to pay any Tax;

     2. The Company has withheld and paid all Taxes required to have been





                                                         21

<PAGE>



withheld and paid in connection with amounts paid or owing to any employee,
independent contractor, creditor, stockholder, or other third party;

     3. There is no dispute or claim concerning any Tax Liability of the Company
either (a) claimed or raised by any  authority in writing or (b) as to which any
directors  and  officers  (and  employees  responsible  for Tax  matters) of the
Company have any knowledge;

     4.  The  Company  has  not  waived  any  statute  of  limitations  in as to
liabilities  or Taxes of any  nature  or agreed  to any  extension  of time with
respect to any liabilities or Tax assessments or deficiencies;

     5. The Company has not filed a consent  under Code Sec.  341(f)  concerning
collapsible corporations. The Company has not been a United States real property
holding  corporation  within  the  meaning  of Code Sec.  897(c)(2)  during  the
applicable period specified in Code Sec. 987 (c)(1)(A)(ii).  The Company has not
been a member of an Affiliated  Group filing a  consolidated  federal income Tax
Return and has not assumed any  Liability  for the Taxes of any Person under any
provision  of  federal,  state,  local,  or foreign  law),  as a  transferee  or
successor by contract, or otherwise;

     6. To the  Knowledge of the Sellers and the Company there are no pending or
threatened disputes with regard to tax matters involving the Company;

     7.  There  are no  tax  indemnification,  tax  sharing,  or tax  allocation
agreements  involving  the Company  and other  members of an  Affiliated  Group,
including any joint venture  agreements  that have the effect of tax allocations
agreements;

     8. The Company has received no legal or accounting tax opinions  during the
three (3) years prior to the date hereof  relating to the tax  reporting  of the
Company.

         M.       REAL PROPERTY:





                                                         22

<PAGE>



     The Company does not own any real property. The premises presently occupied
by the Company is leased, pursuant to a written lease therefore. The Company has
not been the subject of any zoning, variances, and/or local use permits.

         N.       INTELLECTUAL PROPERTY:

     1.  The  Company  owns  or has  the  right  to  use  pursuant  to  license,
sub-licenses,  agreement,  or permission all Intellectual Property necessary, in
the  reasonable  estimation  of the Sellers and the Company for the operation of
its businesses as presently conducted.  Each item of Intellectual Property owned
or used by the Company  immediately prior to the Closing hereunder will be owned
or available for use by the Company subsequent to the Closing hereunder;

     2. To the Knowledge of the Sellers and the Company, the Company has not (i)
interfered  with,  infringed  upon,  misappropriated,  or  otherwise  come  into
conflict  with any  Intellectual  Property  rights  of third  parties,  (ii) the
Company has never  received  any charge,  complaint,  claim,  demand,  or notice
alleging any such  interference,  infringement,  misappropriation,  or violation
(including  any claim that the Company  must  license or refrain  from using any
Intellectual  Property rights of any third party), (iii) to the Knowledge of the
Sellers,  Shareholders  and the  Company,  no third party has  interfered  with,
infringed  upon,  misappropriated,  or  otherwise  come into  conflict  with any
Intellectual Property rights of the Company;

     3. Except as disclosed on Schedule EIGHTH (N), the Company does have patent
registrations  and/or  applications  therefore.  The Company  has no  trademark,
service mark, and/or trade dress, registrations and/or applications. The Company
has no copyright registrations and/or applications;

     4. The  Company  has no  manual or other  written  document  detailing  the
procedures for maintaining the secrecy of any trade secrets.





                                                         23

<PAGE>



         O.       TANGIBLE ASSETS:

     To the Knowledge of the Sellers and the Company, the Company owns or leases
all buildings, machinery, equipment, and other tangible assets necessary for the
conduct of their businesses as presently conducted.

     P.  INVENTORY:

     The inventory of the Company consists of purchased parts, goods in process,
and assembled finished goods listed on Schedule EIGHTH (P) attached hereto.

         Q.       CONTRACTS:

     Schedule EIGHTH (Q) contains a list of all of the following
oral, written contracts and other agreements to which the Company is a party:

     1. any agreement  for the lease of personal  property to or from any person
providing for lease payments;

     2. any  agreement  for the purchase or sale of raw  material,  commodities,
supplies, products, or other personal property, or for the furnishing or receipt
of services;

     3. any agreement concerning a partnership or joint venture;

     4.  any  agreement  under  which  it has  created,  incurred,  assumed,  or
guaranteed  any  indebtedness  for  borrowed  money,  or any  capitalized  lease
obligation,  or under  which it has  imposed a Security  Interest  on any of its
assets, tangible or intangible;

     5. any agreement concerning confidentiality or non-competition;

     6. any profit sharing,  stock option,  stock purchase,  stock appreciation,
deferred compensation,  severance, or other material plan or arrangement for the
benefit of the current or former directors, officers, and employees;

     7. any collective bargaining agreement;





                                                         24

<PAGE>



     8. any  agreement  for the  employment  of any  individual  on a full-time,
part-time, consulting, or other basis;

     9. any agreement under which it has advanced or loaned any amount to any of
the  directors,  officers,  and employees  other than in the Ordinary  Course of
Business;

     Except as provided on Schedule EIGHTH (Q) hereto the Company is not a party
to any significant oral contracts and/or commitments of any nature.

     The Company has delivered to Manchester a correct and complete copy of each
written  agreement  listed in  Schedule  EIGHTH (Q) . With  respect to each such
agreement and to the Knowledge of the Sellers and the Company; each agreement is
legal, valid, binding, enforceable, and in full force and effect; each agreement
will continue to be legal, valid,  binding,  enforceable,  and in full force and
effect  on  identical  terms  immediately  following  the  consummation  of  the
transactions  contemplated  hereby  subject  to the right of any third  party to
consent to such assignment;  no party is in breach or default;  and no event has
occurred  which  with  notice  or lapse of time  would  constitute  a breach  or
default,  or  permit  termination,  modification,  or  acceleration,  under  any
agreement; and no party has repudiated any provision of any Agreement.

     Except as  disclosed  on  Schedule  EIGHTH (Q) hereto the  Company is not a
party to any of the  following:  any  agreements  pertaining to  advertising  or
public relations  agencies,  any agreements  relating to the supply of materials
and/or raw  materials  and  supplies of any nature,  agreements  relating to the
acquisition  of any business  constituting  a part of the Company,  or a sale or
proposed  sale of any  businesses  owned by the Company,  joint venture or other
type of partnership agreements,  agreements with suppliers,  independent agents,
sales  persons,  or  others  involving  the  payments  of  commissions  or other
consideration   or  discounts  with  respect  to  the   manufacture,   sale,  or
distribution of the Companies' products or services,  any agreements restricting
the abilities of the Company to compete





                                                         25

<PAGE>



in any line of business with any person or entity,  or committing the Company to
continue in any line of business,  agreements for trucking and/or other types of
delivery,  and as to any  warehouse  space  other  than  presently  used  by the
Company,  material research and/or development agreements, or technology license
agreements, either as Licensor or Licensee therein.

         R.       NOTES AND ACCOUNTS RECEIVABLE:

     The term "Accounts  Receivable" which for purposes of Paragraph "EIGHTH (R)
(1) a) and b)" shall be the total of the Accounts  Receivable  as of the date of
Closing,  net of (i)"Doubtful  Accounts" which are accounts receivable which the
parties  acknowledge  are  uncollectable,  and for which  Sellers  shall have no
further  liability or  responsibility  to collect listed on Schedule  EIGHTH (R)
hereto and (ii) all  applicable  sales  taxes.  To the  Knowledge of Sellers and
Company, all notes and Accounts Receivable of the Company on the Company's books
and  records,  are  valid  receivables  and  are  not  subject  to  set  off  or
counterclaim except in the Ordinary Course of Business.

     1. Accounts  Receivable that remain unpaid in excess of ninety (90) days as
of the  date of  Closing  ("Aged  Accounts  Receivable"),  shall be  treated  as
follows:

     a. The total of such Aged  Accounts  Receivable  will be deducted  from the
$1.5 Million non-contingent payment due at Closing (Paragraph "SECOND: (A)") and
will be deposited into a segregated reserve account;

     b. Upon the expiration of one hundred twenty (120) days after Closing,  all
funds in such segregated  escrow account  ("Reserve  Funds") will be apportioned
and  disbursed as follows:  the amount of any payments on any such Aged Accounts
Receivable received during the one hundred twenty (120) day period subsequent to
Closing,  will be paid to the Sellers. The amount of any Aged Account Receivable
deposited to the Reserve Fund  remaining  unpaid at the  expiration  of such one
hundred  twenty (120) day period,  shall be paid to Purchaser and be deemed as a
reduction of the Purchase Price.  Payments on Aged Accounts  Receivable received
by the Company after such



                                                         26

<PAGE>



one hundred twenty (120) day period will be paid to the Sellers, and deemed an
addition to the Purchase Price.

         S.       ATTORNEY:
                  There are no outstanding Powers of Attorney executed on behalf
of the Company.

         T.       INSURANCE:

     Schedule EIGHTH (T) sets forth the carrier,  policy number and type of each
insurance policy (including  policies providing property,  casualty,  liability,
and workers'  compensation  coverage and bond and surety  arrangements) to which
the Company is currently a party, a named insured,  or otherwise the beneficiary
of coverage. To the Knowledge of the Sellers and the Company: (A) each policy is
legal,  valid,  binding,  enforceable,  and in full  force and  effect;  (B) the
Company is not in breach or default  (including  with  respect to the payment of
premiums or the giving of notices), and no event has occurred which, with notice
or the  lapse of time,  would  constitute  such a breach or  default,  or permit
termination,  modification, or acceleration,  under the policy; and (C) no party
to the policy has repudiated any provision thereof.

         U.       PRODUCT WARRANTY:

     All  services  rendered  and/or each  product  assembled,  sold,  leased or
delivered  by  the  Company  has  been  substantially  in  conformity  with  all
applicable  contractual  commitments and all express and implied  warranties (if
any) in the Ordinary  Course of Business,  and the Company,  to the Knowledge of
the Sellers and the Company,  has no liability  for  recission,  replacement  or
repair  thereof  or other  damages  in  connection  therewith  other  than those
incurred in the Ordinary Course of Business and that are not material in nature.
No services rendered, and/or no product assembled,  sold, leased or delivered by
the Company is subject to any guaranty,  warranty, or other indemnity beyond the
applicable  standard terms and conditions of sale or lease except as provided on
Schedule EIGHTH (U) hereto.



                                                         27

<PAGE>



         V.       PRODUCT LIABILITY:

     To the  Knowledge  of the  Sellers  and the  Company,  the  Company  has no
liability  arising out of any injury to  individuals  or property as a result of
the  ownership,  possession,  or use by it of any product or service sold by the
Company.

         W.       EMPLOYEES:

     To the  Knowledge  of the  Sellers  and  the  Company,  no  executive,  key
employee,  or group of  employees  of the  Company  has any  plans to  terminate
employment  as a result of this  transaction.  The  Company is not a party to or
bound  by any  collective  bargaining  agreement,  nor  has it  experienced  any
strikes,  grievances,  claims of unfair  labor  practices,  or other  collective
bargaining  disputes.  There are no retired  employees  of the  Company  who are
presently receiving,  or will be entitled to receive any payments of any nature.
Except as provided on Schedule  EIGHTH(W)  hereto,  there are no written or oral
employment or consulting  agreements to which the Company is a party to or bound
by.  There  are  no  deferred  compensation  programs  affecting  any  officers,
directors,  employees or members of the Company other than the Company  Employee
Benefit Plan.

         X.       EMPLOYEE BENEFITS:

     1. To the Knowledge of the Sellers and the Company,  the Company's Employee
Benefit Plan (and each related  trust,  insurance  contract,  or fund,  if any),
complies  in  form  and  in  operation  in  all  respects  with  the  applicable
requirements of ERISA, the Code, and other applicable laws.

     2. To the  Knowledge of the Sellers and the Company,  the Employee  Benefit
Plan is an Employee Pension Benefit Plan, and, meets the requirements under Code
Sec. 408(p).

     3. The Company has delivered to the Purchaser  correct and complete  copies
of the plan documents and summary plan descriptions, if any.

     4. The Company does not currently maintain,  has never maintained,  and has
no liability with respect to any Multi-employer Plan.


                                                         28

<PAGE>




     5. The Schedule  EIGHTH (X) hereto,  sets forth all other  fringe  benefits
such as medical,  health or life insurance  plans provided by the Company to its
employees. The Company has delivered a copy of all such plans to Purchaser.

         Y.       GUARANTIES:

     The Company is not a guarantor  or  otherwise  liable for any  liability or
obligation  (including  indebtedness) of any other person,  corporation or other
business entity.

         Z.       ENVIRONMENT, HEALTH AND SAFETY:

     To the  Knowledge of the Sellers and the Company,  the Company has complied
with  all  Environmental,   Health,  and  Safety  Laws,  and  no  action,  suit,
proceeding, hearing, investigation,  charge, complaint, claim, demand, or notice
has been filed or  commenced  against  any of them  alleging  any  failure so to
comply.  Without limiting the generality of the preceding sentence,  the Company
has obtained and been in compliance  with all of the terms and conditions of all
permits, licenses, and other authorizations which are required under, and to the
Knowledge  of  the  Sellers  and  the  Company  has  complied   with  all  other
limitations,  restrictions,  conditions, standards, prohibitions,  requirements,
obligations,   Schedules,   and   timetables   which  are   contained   in,  all
Environmental, Health, and Safety Laws.

         AA.      DISCLOSURE:

     To the Knowledge of the Sellers and the Company,  the  representations  and
warranties  contained  in this  Paragraph  "EIGHTH",  do not  contain any untrue
statement of a material fact or omit to state any material fact.






                                                         29

<PAGE>

NINTH:            REPRESENTATIONS AND WARRANTIES OF MANCHESTER-
------            --------------------------------------------

     Manchester  represents  and warrants to the Company,  Shareholders  and the
Sellers that the  statements  contained in  Paragraph  "NINTH",  are correct and
complete as of the Closing Date.

         A.       ORGANIZATION OF MANCHESTER:
     Manchester is a corporation duly organized,  validly existing,  and in good
standing under the laws of the jurisdiction of the State of New York.

         B.       AUTHORIZATION OF TRANSACTION:

     Manchester has full power and authority (including full corporate power and
authority) to execute and deliver this Agreement and to perform its  obligations
hereunder.  This Agreement  constitutes the valid and legally binding obligation
of Manchester, enforceable in accordance with its terms and conditions.

         C.       NON-CONTRAVENTION:

     Neither  the  execution  and  the  delivery  of  this  Agreement,  nor  the
consummation  of the  transactions  contemplated  hereby,  will (i)  violate any
constitution,  statute, regulation,  rule, injunction,  judgment, order, decree,
ruling, charge, or other restriction of any government,  governmental agency, or
court to which  Manchester  is subject or any provision of its charter or bylaws
or (ii) conflict with, result in a breach of, constitute a default under, result
in the acceleration of, create in any party the right to accelerate,  terminate,
modify, or cancel, or require any notice under any agreement,  contract,  lease,
license,  instrument,  or other arrangement to which Manchester is a party or by
which  it is  bound  or to  which  any  of its  respective  assets  is  subject.
Manchester  needs not give any notice to,  make any filing  with,  or obtain any
authorization,  consent, or approval of any government or governmental agency in
order for the  parties  to  consummate  the  transactions  contemplated  by this
Agreement.




                                                         30

<PAGE>




TENTH:            REPRESENTATIONS AND WARRANTIES OF THE SELLERS
         A.       AUTHORITY:

     The Sellers have all the  requisite  power and authority to enter into this
agreement,  and to carry out the transactions  contemplated  hereby,  including,
without  limitation,  the  authority  to transfer  the  Company  stock as herein
provided, without the consent of any third party or parties.

  B.       COMPANY SHARES:

     Each  Seller  holds of record and owns  beneficially  the number of Company
shares set forth next to his name in subparagraph  EIGHTH (C), free and clear of
any restrictions on transfers,  taxes,  security interests,  options,  warrants,
purchase rights, contracts, commitments, equities, claims and demands. No Seller
is a party  to any  option,  warrant,  purchase  right,  or  other  contract  or
commitment  that could  require  such  Seller to sell,  transfer,  or  otherwise
dispose of any capital stock of the Company (other than through this Agreement).
No  Seller  is a  party  to any  voting  trust,  proxy  or  other  agreement  or
understanding  with  respect  to which the  voting of any  capital  stock of the
Company.

ELEVENTH:         MISCELLANEOUS PROVISIONS-
---------         ------------------------
         A.       SCOPE OF AGREEMENT:

     The  parties do not intend to confer any benefit  hereunder  on any person,
firm or corporation,  other than the Sellers, Company and the Purchaser. Without
limiting the  generality of the  foregoing,  each of the parties may, by written
notice to the other and without consent of any other person, firm or corporation
(i) waive any  inaccuracies in the  representations  and warranties of the other
party  contained  in this  Agreement;  (ii)  waive  compliance  with  any of the
covenants  of the  other  party  contained  in this  Agreement;  or (iii)  waive
performance of any of the obligations under this Agreement by the other party.



                                                         31

<PAGE>



         B.       BINDING AGREEMENT:

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
parties hereto and their respective successors and assigns.

         C.       EXHIBITS:

     All Annexes and Schedules  attached hereto or referred herein are expressly
made a part of this  Agreement as fully as though  completely  set forth herein,
and all references to this Agreement herein or in any of such writings, shall be
deemed to refer to and include all such writings.

   D.       ENTIRE AGREEMENT, ETC.:

     This Agreement  constitutes  the entire  understanding  between the parties
pertaining  to the subject  matter hereof and all prior  agreements  between the
parties,  whether  oral or written,  are  herewith  made null and void and of no
effect, legal or equitable. No interpretation,  change, termination or waiver of
any of the  provisions  hereof  shall be binding  upon  either  party  unless in
writing.  No waiver by either party of any  provision  of or default  under this
Agreement  shall  affect the right of such  party  thereafter  to  enforce  said
provision or any other provision  hereof,  or to exercise any right or remedy in
the event of any other  default,  whether or not similar.  The invalidity of any
provision hereof shall not affect the validity of any other such provision.

    E.       FURTHER INSTRUMENTS:

     On and after the Closing date, upon the request of either party,  the other
party shall do all such further acts, and shall execute, acknowledge and deliver
all such further  instruments  and  documents,  as may  reasonably be necessary,
desirable or  appropriate  to carry out the  transactions  contemplated  by this
Agreement,  all of such  documents to be reasonably  satisfactory  to such other
party in form and content.

         F.       SURVIVAL OF REPRESENTATIONS, ETC.:

     The parties agree that all of the representations,  warranties,  covenants,
agreements and undertakings contained in this Agreement,  (including all Annexes
and Schedules  attached  hereto) shall  survive  Closing to the extent  provided
herein and in the Indemnity Agreement.




                                       32

<PAGE>



         G.       APPLICABLE LAW:

     This  Agreement  and all the  agreements  attached  hereto and  referred to
herein  shall be governed by and  construed in  accordance  with the laws of the
State of New York.

         H.       PARAGRAPH HEADINGS:

     Paragraph  headings have been inserted herein for convenience  only, and do
not form a part of the Agreement.

         I.       COUNTERPARTS:

     This Agreement may be executed in any number of separate counterparts, each
of which shall be deemed to be an original and which together  shall  constitute
one and the same instrument.

         J.       NOTICES:

     Any payment, notices, request, instructions,  consent or other documents to
be given  hereunder  shall be in writing  and  delivered  personally  or sent by
certified or registered mail, postage prepaid as follows:

                           If to the Purchaser, addressed to:
                          Manchester Technologies, Inc.
                                    160 Oser Avenue
                            Hauppauge, New York 11788

                           with a copy thereof addressed to:
                                    Joel Rothlein, Esq.
                                    Kressel, Rothlein, Walsh & Roth, LLC
                                    684 Broadway
                           Massapequa, New York 11758

                           If to the Sellers, addressed to:
                                    Donald A. Barber
                                    30 Tonic Court
                            Sharpsburg, Georgia 30277


                                    Mark W. VanPelt
                                    130 Windsong Circle
                        East Brunswick, New Jersey 08816




                                                         33

<PAGE>



                                    Ben E. Murray
                                    22 Valley View Drive
                                    Victor, New York 14564
                                    Larry Michael Graham
                                    3442 Stettler View Road
                                    Charlotte, North Carolina 28210

                           If to the Sellers, with a copy thereof addressed to:

                                    Robert E. Johnson, Esq.
                                    Mazursky & Dunaway, LLP
                                    1230 Peachtree Street
                                    Promenade II, Suite 2440
                                    Atlanta, Georgia 30309

                           If to the Company, addressed to:

                         Donovan Consulting Group, Inc.
                                    510 Swanson Road
                                    Tyrone, Georgia 30290


                           If to the Company, with a copy thereof addressed to:

                                    Jeff D. Woodward, Esq.
                                    Foltz Martin, LLC
                                    Five Piedmont Center
                                    3525 Piedmont Road, N.E.
                                    Suite 750
                                    Atlanta, Georgia 30305

     Either  party may change the persons and  addresses  to which any  payment,
notice, request,  instruction,  consent or other document is to be sent to it by
giving  written  notice  of any such  change to the  other  party in the  manner
provided  for  herein  for  giving  notice.   Any  payment,   notice,   request,
instruction,  consent or other document mailed hereunder shall be deemed to have
been received when mailed.

         K.       PRESS RELEASES AND PUBLIC ANNOUNCEMENTS:

     No party  shall  issue any press  release or make any  public  announcement
relating to the subject  matter of this Agreement  prior to the Closing  without
the prior written approval of the other



                                                         34

<PAGE>



party;  provided,  however,  that any party may make any  public  disclosure  it
believes in good faith is required by  applicable  law or any listing or trading
agreement   concerning  its  publicly-traded   securities  (in  which  case  the
disclosing  party will use  reasonable  best  efforts to advise the other  party
prior to making the disclosure)  provided advance written notice is given to the
non-disclosing party.

         L.       AMENDMENTS AND WAIVERS:

     No amendment of any provision of this  Agreement  shall be valid unless the
same shall be in writing and signed by the  Purchaser,  Sellers and the Company.
No waiver by any party of any default, misrepresentation,  or breach of warranty
or covenant hereunder,  whether intentional or not, shall be deemed to extend to
any prior or  subsequent  default,  misrepresentation,  or breach of warranty or
covenant  hereunder  or affect in any way any  rights  arising  by virtue of any
prior or subsequent such occurrence.

         M.       SEVERABILITY:

     Any term or provision of this Agreement that is invalid or unenforceable in
any   situation   in  any   jurisdiction   shall  not  affect  the  validity  or
enforceability  of the remaining terms and provisions  hereof or the validity or
enforceability  of the offending term or provision in any other  situation or in
any other jurisdiction.

         N.       EXPENSES AND TAX LIABILITY:

     Sellers  will be  responsible  for any and all taxes  that may be  incurred
based upon the  Purchase  Price  received by the Sellers for the stock sales and
transfer contemplated by this Agreement.

         O.       CONSTRUCTION:

     The parties have  participated  jointly in the  negotiation and drafting of
this   Agreement.   In  the  event  an   ambiguity  or  question  of  intent  or
interpretation  arises,  this Agreement shall be construed as if drafted jointly
by the parties  and no  presumption  or burden of proof shall arise  favoring or
disfavoring  any party by virtue of the  authorship of any of the  provisions of
this Agreement. Any



                                                         35

<PAGE>



reference  to any  federal,  state,  local,  or foreign  statute or law shall be
deemed also to refer to all rules and regulations promulgated thereunder, unless
the  context  requires  otherwise.  The word  "including"  shall mean  including
without limitation.  Nothing in the Schedules annexed to this Agreement shall be
deemed  adequate to disclose an exception to a  representation  or warranty made
herein  unless  such  Schedule   identifies   the  exception   with   reasonable
particularity and describes the relevant facts in reasonable detail. The parties
intend that each representation,  warranty,  and covenant contained herein shall
have independent significance.

         P.       SUBMISSION TO JURISDICTION:

     Each of the  Parties  submits to the  jurisdiction  of any State or Federal
Court sitting in Suffolk County,  New York, in any action or proceeding  arising
out of or  relating to this  Agreement  and agrees that all claims in respect of
the action or proceeding  may be heard and  determined  in any such Court.  Each
Party  also  agrees  not to bring any  action or  proceeding  arising  out of or
relating to this  Agreement in any other Court.  Each of the Parties  waives any
defense of inconvenient  forum to the maintenance of any action or proceeding so
brought and waives any bond, surety, or other security that might be required of
any other Party with respect thereto. Each Party agrees that a final Judgment in
any action or proceeding  so brought shall be conclusive  and may be enforced by
suit on the Judgment or in any other manner provided by law or in equity.

         Q.       VENUE:

     The venue of any action  commenced  by any party to this  agreement  or any
agreement  annexed  hereto as an exhibit shall be in a court with subject matter
jurisdiction situated in the County of Suffolk,  State of New York. For purposes
hereof, this agreement and all agreements annexed hereto shall be deemed to have
been entered into within the County of Suffolk, State of New York.




                                                         36

<PAGE>



     IN WITNESS  WHEREOF,  the  Company and the  Purchaser  have  executed  this
Agreement  by  its  authorized  officers  and  the  Sellers  have  caused  their
individual  signatures  to be  affixed  hereto on the day and year  first  above
written.

                                          Manchester Technologies, Inc.


                                          By:
                                             -----------------------------------
                                                Name:
                                                Title:

                                          Donovan Consulting Group, Inc.


                                          By:
                                             -----------------------------------
                                                Name:
                                                Title:




                                          Donald A. Barber



                                          Mark W. VanPelt



                                          Ben E. Murray



                                          Larry Michael Graham











L:\05075\1\Manchester-Donovan-Definitive Agt (08-23-01)clean.wpd



                                                         37

<PAGE>



                                        Annex A-1

                     Indemnity Agreement (Sellers and Shareholders)







                                                         38

<PAGE>



                                    Annex A-2

                         Indemnity Agreement (Purchaser)





                                                         39

<PAGE>



                                     Annex B

                                     Release






                                                         40

<PAGE>



                                     Annex C

                              Employment Agreements





                                                         41

<PAGE>



                                  Schedule A-1

                                     Assets










                                                         42

<PAGE>



                               Schedule SECOND (E)

                            Purchase Price Allocation


                  Donald A. Barber                                     47%

                  Mark Van Pelt                                        47%

                  Murray Family Limited Partnership                     5%

                  Graham Family Limited Partnership                     1%






                                                         43

<PAGE>




                               Schedule EIGHTH (F)

                Notice of Letter Regarding Foreign Qualification


         See attached list of Virtual Offices.

         See attached letter from State of New Jersey, Department of Revenue
dated _____, 2001. .





                                                         44

<PAGE>



                               Schedule EIGHTH (G)

                          Exceptions to Title to Assets


         None.








                                                         45

<PAGE>



                               Schedule EIGHTH (H)

                              Financial Statements


         2000 Annual Financial Statement attached.

         2001 Interim Financial Statement attached.








                                                         46

<PAGE>



                               Schedule EIGHTH (L)

                                   Tax Matters

         See copy of letter from the State of New Jersey attached to Schedule
EIGHTH (F) hereto.








                                                         47

<PAGE>



                               Schedule EIGHTH (N)

                              Intellectual Property


         Patent registration.





                                                         48

<PAGE>



                               Schedule EIGHTH (P)

                                    Inventory


         See attached list.







                                                         49

<PAGE>



                               Schedule EIGHTH (Q)

                                    Contracts








                                                         50

<PAGE>



                               Schedule EIGHTH (R)

                          Notes and Accounts Receivable









                                                         51

<PAGE>



                               Schedule EIGHTH (T)

                               Insurance Policies











                                                         52

<PAGE>



                               Schedule EIGHTH (U)

                     Exceptions to Standard Product Warranty

         None.







                                                         53

<PAGE>



                               Schedule EIGHTH (W)

                              Employment Agreements

            See list of Employment Agreements on Schedule EIGHTH (Q).





                                                         54

<PAGE>


                               Schedule EIGHTH (X)

                            Employee Fringe Benefits








                                                         55

<PAGE>