ASSETPURCHASE AGREEMENT

        ThisAsset Purchase Agreement (this “Agreement”) is entered into this 31stday of August, 2001 by and between AlphaNet Solutions, Inc., a New Jerseycorporation (“Purchaser”), and Computer Horizons Corp, a New YorkCorporation (“Seller”). 

BACKGROUND

        **WHEREAS**,Seller is engaged in the business, among others, of professional training andeducation of persons in the computer technology services industry (excluding theWebSphere and non-certified training, and any related materials, books, records,contracts or information ) (the “Training Business”); 

        **WHEREAS**,based upon the representations, covenants, agreements and warranties herein madeby Seller and subject to the terms and conditions contained in this Agreement,Purchaser wishes to purchase and acquire substantially all of the assets andbusiness, but none of the liabilities, of Seller’s Training Business and tocontinue to operate the Training Business; 

        **WHEREAS,**based upon the representations, covenants, agreements and warranties herein madeby Purchaser, and subject to the terms and conditions contained in thisAgreement, Seller wishes to sell, transfer, convey, assign and deliver toPurchaser the Training Business and substantially all of Seller’s assets,but none of the liabilities, connected solely to the Training Business, and 

        **WHEREAS,**Seller and Purchaser wish to provide for the foregoing transactions. 

        **NOW,THEREFORE**, in consideration of the foregoing and the mutual promises andcovenants set forth below, the parties hereto hereby agree as follows: 

        1.     **Assets**

        1.1     **Assets to be Sold**.  Subject to the terms and conditions setforth in this Agreement, at the Closing (as defined in Section 6.1 hereof)Seller shall sell, transfer, convey, assign and deliver to Purchaser, andPurchaser shall purchase and acquire from Seller, all of Seller’s right,title and interest in and to Seller’s assets (wherever located, tangibleand intangible, real, personal or mixed, whether known or unknown and whether ornot carried on the books and records of Seller) that are solely used in theTraining Business, and the Training Business (and the goodwill associatedtherewith) as a going concern (the “Assets”), including, but notlimited to, the following, but excluding the Excluded Assets (as defined inSection 1.3 hereof) and excluding any liabilities associated with the Assets,including, without limitation, any employment or severancecontracts/arrangements, buy and sell agreements, real estate or equipmentfinance leases, mortgages, secured or unsecured indebtedness, all taxliabilities, ongoing utility and maintenance expenses, vacation liabilities andany other amounts accrued to the benefit of Seller’s employees(hereinafter, the “Liabilities”), for all of which Liabilities Sellershall remain solely and exclusively responsible: 

                    (a)  all of Seller's  rights under all contracts,  agreements,  arrangements,  commitments,  instruments  andunderstandings ("Contracts") to which Seller is a party which relate solely to the Training Business;

                    (b)  all of  Seller'srecords,  files,  books,  documents  as they  pertain to the  Training  Business, the current ICM Education 800number, the current ICM Education web site and, to the extent legally possible,all related manufacturer/vendor certifications and authorizations and other datarelating solely to the Training Business; 

                    (c)  all of Seller'sconfidential data as it relates solely to the Training Business;

                    (d)  all municipal,state and federal franchises, permits, licenses and authorizations held or used by Seller as they relate solely to the Training Business;

                    (e)  all of Seller's  copyrights,  trademarks,  service  marks,  trade names,  domain names and URLSrelated to the TrainingBusiness, it being understood and agreed that Seller shall, at Seller’ssole expense, execute all such documents and take all such actions as arenecessary or appropriate to effectuate the assignment to Purchaser of all ofSeller’s rights, title and interests (hereinafter, “IntellectualProperty Rights”) in and to the aforementioned. 

        1.2     **Other Included Assets:**

                    (a)  Sellershall  provide  the  services  of Jeffrey  Bryson for a  transition  period of two weeks  afterclosing.

                    (b)  In the event  Purchaser  requires  space in  Seller's  facilities,  Seller  shall  provide,  at a totalrental rate of $5,345 permonth, two classrooms --Training #1 (#159) and Training #2 (#160) --, aconference room (#189), one cubicle, one storage room, one client telephone roomand a small lunch room (#151) at the CHC ICM facility in Princeton, NJ, and, ifavailable, a third classroom, at a rental rate of $200 per day on an as neededbasis. Upon expiration of the lease for the Princeton facility, the partiesagree that if Seller renews the lease, and there is a rent increase, Buyeragrees to pay the pro-rated share of any rent increase. As part of the rentalarrangement in Princeton, Seller shall make available to Purchaser space for oneadministrative person, secure storage, and use as needed of a conference room,and at the CHC Solutions Center in East Hanover, as available Seller shallprovide at a rental rate of $200 per day use of one classroom and of the commonareas. All rental arrangements described in this paragraph shall be amonth-to-month basis. 

                    (c)  On the  condition  that  Purchaser  achieves  at least one million  dollars in sales for private  classes(documentation of revenuereceived to be provided to Seller on a quarterly basis post-closing) and makesthe payment to Seller as set out in 2.2 below, Seller shall provide $30,000 toPurchaser to be used exclusively as “stay bonuses” to Charles JamesLaRusso, Kathi Harvey and Christine Boyer, provided that these designatedeligible persons remain employed by Purchaser for one year from the date of theClosing and that any such monies paid to Purchaser by Seller under thisprovision are actually paid to those individuals. 

                    (d)  Seller  shall  provide  Purchaser  at acost to be agreed on by the  parties,  with all course  materialsand classroom training equipment being used in the Training Business as of the Closing Date.

        1.3     **Excluded Assets**.  Notwithstanding the terms of Section2.0(a) hereof, the Seller shall not sell, convey, assign, transfer or deliver tothe Purchaser, and the Purchaser shall not purchase, and the Assets shall notinclude, the Seller’s right, title and interest in and to any assets of theSeller that are not solely used in the Training Business, including, but notlimited to, the following (the “Excluded Assets”): 

                    (a)  The WebSphere Training Program;

        (b)  Non – Certified Training, except that those opportunities for non-certifieddesktop training which are secured by Seller post-closing shall be referred toPurchaser, and Seller shall receive a commission pursuant to a letter agreementwhich shall be developed on a case-by-case basis as needed when opportunitiesarise. 

        2.     **Consideration.**

        2.1     **Closing Payment**.  As the total consideration for the Assetsto be sold by Seller to Purchaser pursuant hereto at the Closing, Purchasershall pay to Seller, by wire transfer of immediately available funds to anaccount designated by Seller, $500,000 (the “Purchase Price”). 

        2.2     **Post Closing Payment.**  For one year from the date of  closing,  Purchaser  shall pay to Seller 10% of its sales of private classes tothe named clients on Schedule 2.2 hereto from whom Seller was receiving privateclass revenue prior to the Closing Date. 

        2.3     **Adjustments for Prepaid  Training.**  Purchaser may deductfrom amounts owing to Seller pursuant to paragraphs 2.1 and 2.2 above and/orSeller shall remit to Purchaser immediately on demand any amounts which clientshave prepaid to Seller for classes or other training furnished or to befurnished by Purchaser, it being understood and agreed that, except as providedin this paragraph 2.3, Purchaser is not acquiring receivables from Seller, andall receivables owing to Seller prior to the Closing Date shall be remitted toSeller and all receivables owing on account of the Training Business on or afterthe Closing Date shall be remitted to Purchaser. In furtherance of theforegoing, Seller shall provide Purchaser on or before the Closing Date with acomplete list of all prepaid training and related amounts. 

        3.     **Representations and Warranties of Seller.**  Seller represents and warrants to Purchaser as follows:

        3.1.     **Corporate Organization**.  Seller is a corporation dulyorganized, validly existing and in good standing under the laws of the State ofNew York, and has the requisite corporate power and authority to own, lease orotherwise hold the assets owned, leased and held by it and to carry on theBusiness as currently conducted by it. Seller is duly qualified to conductbusiness as a foreign corporation in the states listed on Schedule 3.1 hereto. 

        3.2     **Subsidiaries.**  Except as set forth on Schedule  3.2 hereto,  Seller does not  directly or  indirectly  ownany capital stock or other interest in any entity.

        3.3     **Authorization and Effect of Agreement**.  Seller has therequisite corporate power to execute and deliver this Agreement and to performthe transactions contemplated hereby to be performed by Seller. The executionand delivery by Seller of this Agreement and the performance by Seller of thetransactions contemplated hereby to be performed by Seller have been dulyauthorized by all necessary corporate action on the part of the Seller. ThisAgreement has been duly executed and delivered by Seller and, assuming the dueexecution and delivery of this Agreement by Purchaser, constitutes a valid andbinding obligation of Seller, enforceable in accordance with its terms. 

        3.4     **Absence of Conflicts**.  The execution and delivery of thisAgreement by Seller does not, and the performance by Seller of the transactionscontemplated hereby to be performed by it will not, conflict with, or result inany violation of, or constitute a default (with or without notice or lapse oftime, or both) under, or give rise to a right of termination, cancellation oracceleration of any obligation or loss of a material benefit under, (i) anyprovision of the Certificate of Incorporation or Bylaws of Seller or anyContract set forth on Schedule 3.12 hereto,(ii) any license, permit or approval(“Permit”) of any domestic or foreign court, government, governmentalagency, authority or instrumentality (“Governmental Authority”), (iii)any domestic or foreign statute, law, ordinance, rule, regulation, order orcommon law obligation (“Law”) of any Governmental Authority issued orapplicable to Seller or to any of its properties or assets, other than any suchconflicts, violations or defaults which would not have a material adverse effectupon the business, financial condition or results of operations of Seller or theBusiness ( a “Material Adverse Effect”). No consent, approval, orderor authorization of, or registration, declaration or filing with, anyGovernmental Authority is required to be obtained or made by or with respect toSeller in connection with the execution and delivery of this Agreement by Selleror the performance by Seller of the transactions contemplated hereby to beperformed by it. 

        3.5     **Statement of Profit and Loss and Related Matters**.  (a)  Setforth on Schedule 3.5(a) hereto is a statement of Profit and Loss pertaining tothe Training Business as of July 31, 2001 (the “P&L”). The P&Lwas prepared in accordance with generally accepted accounting principles andpresents fairly, in all material respects, the results of operations of theTraining Business as of such date. 

               (b)  Except as set forth on Schedule  3.5(b) hereto,  and except for such  transactions  as are providedfor in this Agreement,since July 31, 2001, Seller has conducted its business in the ordinary courseand there has been no material adverse change in the business, financialposition or results of operations of Seller. 

        3.6     **Compliance With Laws.**  The Training  Businessis not being  operated in violation of any  applicable Law ofany Governmental Authority or in violation of any Permit or other specific authorization issuedby a Governmental Authority to Seller.

        3.7     **Legal Proceedings**.  Except as set forth on Schedule 3.7hereto, there are no lawsuits or other legal proceedings pending against Selleror otherwise relating to the conduct of the Business or, to the knowledge ofSeller, threatened in writing against Seller. 

        3.8     **Assets.**  (a)  Seller owns all assets being sold in this  transaction  free and clear of all liens,  claims orencumbrances of any nature whatsoever.

             (b)  Seller  has good and  marketable  title  to or,  in the case of  leases  and  licenses,  valid  andsubsisting leaseholdinterests or licenses in, all of its material properties and assets, includingwithout limitation all property reflected on the Balance Sheet. 

             (c)  Seller does not own any real  property;  however,  the provision to Purchaser of the space requiredto made available toPurchaser in Purchaser’s Princeton and East Hanover, NJ facilities pursuantto paragraph 1.2 (b) hereof will not contravene the terms of any leases by whichSeller is bound. Set forth on Schedule 3.8(c) hereto is a complete and correctlist of all material real property (including buildings and structures) leasedby Seller (including a brief description of the property and the name of thelessors). 

        3.9     **Intellectual Property**.   Except as set forth on Schedule 3.9hereto, Seller owns or possesses the right to use all trademarks, trade names,service marks, registered copyrights and applications therefor (collectively,“Intellectual Property Rights”) used in the Business. Except as setforth on Schedule 3.9 hereto, there has been no claim against Seller asserting amaterial conflict with the Intellectual Property Rights of others in connectionwith the conduct of the Business. Seller hereby agrees to defend, indemnify andhold harmless Purchaser from and against any claims of infringement disclosed onthe said Schedule 3.9. 

        3.10     **Material Contracts**.  Except as set forth on Schedule 3.10hereto, Seller is not a party to any written (i) contract of employment, (ii)contract with any labor union, (iii) single contract for the purchase by Sellerof goods or services in excess of $50,000 (iv) lease as lessee of, or othercontract for the use of any real or personal property having in any individualcase annual rental or payment obligations of Seller in excess of $50,000, (v)conditional sale agreement, chattel mortgage or other security agreement inexcess of $50,000 in any one case, (vi) contract for the production, supply orservicing by Seller of any type of goods, parts or components, or for theprovision by Seller of services of any type, involving more than $50,000 in anyone case, (vii) lease of any real or personal property as lessor, or (viii)agreement or indenture relating to the borrowing of money, or material licenses,whether as licensee or licensor. Except as set forth on Schedule 3.10(a) hereto(i) Seller has (and to the knowledge of Seller, the other parties theretohave) complied in all material respects with the contracts, leases, agreements,mortgages and the like listed on Schedule 3.10(a) hereto (the “ScheduledContracts”) all of which, to the knowledge of Seller, are valid andenforceable and (ii) the Scheduled Contracts are in full force and effect andthere exists no event or condition known to Seller which with or without noticeor lapse of time would be a material default thereunder, give rise to a right toaccelerate or terminate any provision thereof or give rise to any Lien on anymaterial Assets, it being acknowledged by the parties hereto that contracts withthe U.S. government may be terminated by it for its convenience. 

        3.11     **Employee  Relations.**  Except as set forth on Schedule  3.11 hereto,  there are no material  organized  laborcontroversies pending or, to the knowledge of Seller, threatened against Seller.

        3.12     **Employee Plans**.  (a)  For purposes of this Agreement, theterm “Employee Plan” means such employee benefit plans as defined inSection 3(3) of the Employee Retirement Income Security Act of 1974, as amended(“ERISA”), maintained by Seller or to which Seller is a participatingemployer or is otherwise obligated to contribute and under which any personemployed by Seller (an “Employee”) or formerly employed by Seller orpredecessors (a “Former Employee”) participates or has accrued anyrights or under which Seller is liable in respect of an Employee or FormerEmployee. Set forth on Schedule 3.12 hereto are lists of all Employee Plans andother employee benefit plans. 

             (b)  Each Employee Plan has been  maintained in all material  respects in accordance  with its terms andwith applicable Law.

        3.13     **Taxes**.   Except as set forth on Schedule 3.13(a) hereto, alltax returns and reports which are required to be filed (subject to anyextensions appropriately obtained) by or on behalf of Seller have been dulyfiled or caused to be filed with the appropriate Governmental Authorities.Except as set forth on Schedule 3.13(b) hereto, payment has been made orprovided for as to all federal, state and local taxes, interest, penalties,assessments or deficiencies of Seller shown to be due on such tax returns andreports or proposed or assessed as due by any such Governmental Authority.Except as set forth on Schedule 3.13(a) hereto, there are no outstanding waiversor extensions of time with respect to the assessment or audit of any tax or taxreturn of Seller, or claims now pending or matters under discussion with anytaxing authority in respect of any tax of Seller. Seller shall assume full andsole responsibility for all tax audits concerning transactions occurring priorto the Closing Date. 

        3.14     **Customer Contracts.**  Seller hasprovided  and  assigned to Purchaser  all  contracts  and purchase  ordersentered into by Seller withTraining Business customers as of the date hereof and will provide and assign toPurchaser any additional contracts and purchase orders entered into by Sellerwith Training Business customers on or prior to the Closing Date. 

        4.     **Representations and Warranties of Purchaser.**  Purchaser represents and warrants to Seller as follows:

        4.1**Corporate Organization**.  Purchaser is a corporation dulyorganized, validly existing and in good standing under the laws of the State ofNew Jersey and has the requisite corporate power and authority to own, lease orotherwise hold the assets owned, leased or held by it and to carry on itsbusiness as currently conducted. 

        4.2**Authorization and Effect of Agreement**.  Purchaser has therequisite corporate power and authority to execute and deliver this Agreementand to perform the transactions contemplated hereby to be performed by it. Theexecution and delivery by Purchaser of this Agreement and the performance by itof the transactions contemplated hereby to be performed by it have been dulyauthorized by all necessary corporate action on the part of Purchaser. ThisAgreement and each of the other documents and instruments contemplated herebyhave been duly executed and delivered by Purchaser and, assuming the dueexecution and delivery of this Agreement by Seller, constitutes a valid andbinding obligation of Purchaser, enforceable in accordance with its terms. 

        4.3**No Restrictions Against Purchase of the Assets**.  Theexecution and delivery of this Agreement by Purchaser does not, and theperformance by Purchaser of the transactions contemplated hereby to be performedby it will not, conflict with, or result in any violation of, or constitute adefault (with or without notice or lapse of time, or both) under, or give riseto a right of termination, cancellation or acceleration of any obligation or toloss of a material benefit under, (i) any provision of the Certificate ofIncorporation or Bylaws of Purchaser, or (ii) any contract, Permit or Law issuedor applicable to Purchaser. No material consent, approval, order orauthorization of, or registration, declaration or filing with, any GovernmentalAuthority is required to be obtained or made by or with respect to Purchaser inconnection with the execution and delivery of this Agreement by it or theperformance by it of the transactions contemplated hereby to be performed by it. 

        4.4     **Financial Resources.**  Purchaser has the cash on hand and/or available credit with which to pay the PurchasePrice.

        5.     **Closing.**

        5.1     **Date of Closing.**  (a)   The closing of the transactions contemplatedhereby (the “Closing”) shall take place at 10:00 a.m. local time atthe offices of Purchaser on the first business day following the fulfillment orwaiver of the conditions precedent set forth in Sections 7 and 8 hereof or atsuch other time and place as the parties hereto may mutually agree, but in noevent shall the Closing be later than August 31, 2001. The date on which theClosing occurs is hereinafter referred to as the “Closing Date.” Thefollowing transactions shall take place at the Closing, all of which shall bedeemed to have occurred simultaneously and none of which shall be deemedcompleted unless and until all of them shall have been completed (or waived inwriting by the parties entitled to performance): 

             (b)  At the Closing, Seller shall deliver to Purchaser the following:

                  (i)   such assignments or other instruments of transfer and assignment,  in form and substance reasonablysatisfactory to Purchaser, as are effective to vest in Purchaser title to the Assets (including the Intellectual Property Rights); and

                  (ii)   a  certificateof the  chief  executive  officer  of  Seller,  in form  and  substance  reasonablysatisfactory to Purchaser,certifying Seller’s Certificate of Incorporation and By-laws, its validexistence and good standing in New York, the incumbency of officers or othersacting in a representative capacity, and the due authorization of thetransactions contemplated hereby. 

             (c)     At the Closing, Purchaser shall deliver to Seller the following:

                  (i)   the Purchase Price provided for in Section 3.1(a) hereof.

        6.0     **Conditions to Obligations of Purchaser**.  The obligations ofPurchaser to consummate the transactions contemplated by this Agreement aresubject to the following conditions, except to the extent waived by Purchaser inwriting at the Closing: 

        6.1     **Accuracy of Representations and Compliance with Conditions.**  Allrepresentations and warranties of Seller contained in this Agreement shall beaccurate in all material respects as of the Closing with the same effect as ifmade on and as of such date. As of the Closing, Seller shall have performed andcomplied in all material respects with all covenants and agreements andsatisfied all conditions required to be performed and complied with by it at orbefore such time. 

        6.2     **Seller's  Deliveries.**  Seller shallhave  delivered to Purchaser the  documents set forth in Section  5.1(b) hereof.

        6.3     **Legal Action.**  There shall not have been instituted or threatenedany legal proceeding (a) relating to, or seeking to prohibit or otherwisechallenge this Agreement or the consummation of the transactions contemplated bythis Agreement, or seeking to obtain substantial damages with respect thereto,or (b) which Purchaser shall reasonably determine could have a material adverseeffect on Purchaser’s business or the Training Business. 

        6.4     **No Governmental Action.**  There shall not have been any actiontaken, or any law, rule, regulation, order, judgment, or decree proposed,promulgated, enacted, entered, enforced, or deemed applicable to thetransactions contemplated by this Agreement, by any federal, state, local, orother governmental authority or by any court or other tribunal, including theentry of a preliminary or permanent injunction, which, in the reasonablejudgment of Purchaser: (a) makes any of the transactions contemplated by thisAgreement illegal or (b) imposes material limitations on the ability ofPurchaser to operate the Business or to exercise full rights of ownership of theAssets. 

        6.5     **Execution of Employment  and Related  Agreements.**  Charles James  Larusso,  Kathi Harvey and, at Purchaser'ssole discretion, ChristineBoyer, shall have entered into employment, confidentiality, non-compete andnon-solicitation agreements with Purchaser in form and substance satisfactory toPurchaser. 

        6.6     **Terry  Turner-James  Lawsuit.**  Seller  shall  fully  defend,  indemnify  and  hold  harmless  Purchaser,  itsshareholders, directors,officers, employees, agents and assigns promptly upon demand and from time totime, from and against any liability whatsoever in respect of the racial, genderand age discrimination lawsuit filed by Terry Turner-James against ICM in NewJersey Superior Court (Essex County, Docket Number ESX-L-6139-99) and shallpromptly and fully reimburse Purchaser for any costs incurred by Purchaser,including, without limitation, attorneys fees, in connection therewith. Sellerrepresents and warrants to Purchaser that Seller’s financial position isadequate to satisfy its obligations to Purchaser under this paragraph 6.6. 

        6.7     **Other Closing Documents.**  Seller shall have delivered to Purchaser,at or prior to the Closing, such other documents as Purchaser may reasonablyrequest to carry out the provisions of and the transactions contemplated by thisAgreement in form and substance reasonably satisfactory to Purchaser. 

        7.0**Conditions to the Obligations of Seller.**  The obligations of Sellerunder this Agreement are subject to the following conditions (unless waived bySeller in writing at the Closing): 

        7.1**Accuracy of Representations and Compliance with Conditions.**  Allrepresentations and warranties of Purchaser contained in this Agreement shall beaccurate in all material respects as of the Closing Date with the same effect asif made on and as of such date. As of the Closing, Purchaser shall haveperformed and complied in all material respects with all covenants andagreements and satisfied all conditions required to be performed and compliedwith by Purchaser at or before such time. 

        7.2     **Purchaser's  Deliveries.**  Purchaser  shallhave  delivered  to Seller  the funds  referenced  in Section  5.1(c) hereof.

        7.3     **Legal Action.**  There shall not have been instituted or threatenedany legal proceeding (a) relating to, or seeking to prohibit or otherwisechallenge this Agreement or the consummation of the transactions contemplated bythis Agreement, or to obtain substantial damages with respect thereto, or (b)which Seller shall reasonably determine could have a material adverse effect onthe business, assets, liabilities, condition (financial or otherwise) orprospects of Purchaser (without giving effect to the transactions contemplatedhereby). 

        7.4     **No Governmental or Legal Action.**  There shall not have been anyaction taken, or any law, rule, regulation, order, judgment, or decree proposed,promulgated, enacted, entered, enforced, or deemed applicable to thetransactions contemplated by this Agreement, by any federal, state, local, orother governmental authority or by any court or other tribunal, including theentry of a preliminary or permanent injunction, which, in the reasonablejudgment of Seller: (a) makes any of the transactions contemplated by thisAgreement illegal or (b) otherwise prohibits, restricts, or delays consummationof the transactions contemplated by this Agreement or impairs the contemplatedbenefits to Seller of any of the transactions contemplated by this Agreement. 

        8.0     **Further Agreements of the Parties.**  
        8.1     **General.**

             (a)     Seller will use all  reasonable  efforts and take all  reasonable  steps,  and will  cooperate withPurchaser to cause to befulfilled, those of the conditions set forth in this Agreement to theparties’ respective obligations to consummate the transactions contemplatedby this Agreement that are dependent upon the actions or inactions of Seller,and to execute and deliver such instruments and take such other reasonableactions as may be necessary or appropriate in order to carry out the intent ofthis Agreement and consummate the transactions contemplated hereby. 

             (b)     Purchaser will use all reasonable  efforts and take all reasonable  steps,  and will cooperate withSeller to cause to befulfilled, those of the conditions set forth in this Agreement to theparties’ respective obligations to consummate the transactions contemplatedby this Agreement that are dependent upon the actions or inactions of Purchaser,and to execute and deliver such instruments and take such other reasonableactions as may be necessary or appropriate in order to carry out the intent ofthis Agreement and consummate the transactions contemplated hereby. 

        8.2     **Other Agreements.**  Until the Closing Date,Seller will:

             (a)     cause all  representations  and warranties made by Seller  hereunder to be true and correct in allmaterial respects as of the Closing Date as if made on the Closing Date; and

             (b)     preserve and maintain  Seller's assets,  conduct Seller's business only in the normal and ordinarycourse of business,preserve intact Seller’s business organization and operations, keepavailable the services of its present officers and employees, preserve in fullforce and effect Seller’s Contracts and preserve the present businessrelationships and goodwill of Seller’s suppliers, customers, and othershaving business relations with Seller. 

        8.3     **Access Prior to Closing.**  Between the date of this Agreement andthe Closing and upon Purchaser’s request following the Closing Date ifrequired to enable Purchaser to fulfill its reporting and other regulatoryobligations, Seller shall (i) give Purchaser and its authorized representativesfull access to all offices and other facilities and properties of Seller and tothe books and records of Seller (and permit Purchaser to make copies thereof),(ii) permit Purchaser to make inspections thereof, and (iii) cause its officersand advisers (including, without limitation, their auditors, attorneys,financial advisors and other consultants, agents and advisors) to furnishPurchaser with such financial and operating data and other information withrespect to the business and properties of Seller, and to discuss with Purchaserand its authorized representatives the affairs of Seller, all as Purchaser mayfrom time to time reasonably request. 

        8.4     **Ordinary  Course.**  From the date hereofuntil the Closing,  Seller shall operate the Training  Business onlyin the ordinary course consistent with past practice.

        8.5     **Liens.**  Prior to the Closing, Seller shall not create, incur,assume or suffer to exist any Lien upon or with respect to any property orassets (real or personal, tangible or intangible) of Seller, whether now ownedor hereafter acquired, or sell any such property or assets subject to anunderstanding or agreement, contingent or otherwise, to repurchase such propertyor assets (including sales of accounts receivable with recourse to Seller), orassign any right to receive income or permit the filing of any financingstatement under the New Jersey Uniform Commercial Code or any other similarnotice of Lien under any similar recording or notice statute, or grant rightswith respect to, or otherwise encumber or create a security interest in, suchproperty or assets or any portion thereof or any other revenues therefrom or theproceeds payable upon the sale, transfer or other disposition of such propertyor assets or any portion thereof, or permit or suffer any such action to betaken. 

        8.6     **New Lines of Business.**  Prior to the Closing, as it relates solelyto the Training Business, Seller shall not enter into any line of business otherthan the Training Business, or make any material change in the scope or natureof its training business, purposes or operations, or undertake or participate inactivities other than the continuance of the Training Business. 

        8.7     **Forgiveness of Debt**.  Prior to the Closing, Seller shall notcancel or otherwise forgive, release or waive any claim or indebtedness owed toit by any person or rights of substantial value, except in the case of any claimor indebtedness not material individually or in the aggregate, for adequateconsideration and in the ordinary course of business consistent with pastpractice. Seller shall not forgive, release or waive any prepayments by clientsin respect of the Training Business without Purchaser’s express priorwritten consent. 

        8.8     **Affiliate  Transactions.**  Prior to the Closing,  solely as it relatesto its Traning Business,  Seller shallnot enter into, be a party to, or perform any transaction or arrangement with any Affiliate related solely to the Training Business.

        8.9     **Assets.**  Prior to the Closing, solely as it relates to its TrainingBusiness, Seller shall not acquire or dispose of any property or assets otherthan in the ordinary course of business. 

        8.10     **No Contrary  Agreements.**  Solely as it relates to its Training  Business Seller shall not agree or otherwisecommit, whether or not in writing, to do anything which would not be permitted to be done under this Agreement.

        8.11     **Expenses.**  Purchaser and Seller shall beartheir own respective  expenses incurred by them in respect of the transactions contemplated hereby.

        8.12     **Sales Taxes.**  Purchaser  shall pay anystate or local sales,  transfer or usage taxes  payable in connectionwith the sale of the Assets to Purchaser pursuant to this Agreement.

        8.13     **Further Assurances.**  At any time and from time to time after thedate hereof, each party hereto shall, without further consideration, execute anddeliver to the other such instruments of transfer , and shall take such otheraction, as the other may reasonably request to carry out the transfer of assetscontemplated by this Agreement. 

        8.14     **Change of Name.**  After the Closing, upon the request of Purchaser,Seller shall change its name to a name entirely dissimilar to its present name. 

        8.15     **Seller’s Access After tbe Closing.**  At any time, andfrom time to time, after the Closing, Seller shall have the right to review andobtain copies of any records, files, books, documents and other data relating tothe Assets and the Training Business with respect to any period prior to theClosing that Seller may reasonably require for any lawful purpose, including,without limitation, Seller’s preparation of tax returns. Purchaser shallretain such records, files, books, documents and other data for a period of atleast six years after the Closing and, thereafter, shall give Seller at least 60days’ prior notice of its intention to discard or destroy any such records,files, books, documents or other data. 

        8.16     **Seller's  Indemnification  of Purchaser  for  Liabilities**    Seller shall defend (with  counsel  reasonablysatisfactory to Purchaser),indemnify and hold harmless Purchaser, its shareholders, directors, officers,employees, agents and assigns promptly upon demand at any time and from time totime, from and against any Liabilities (as defined in paragraph 1.1 hereof) orany other liabilities associated with the Training Business. 

        9.0     **Survival of Representations; Indemnities.**

        9.1     **Survival.**  The representations and warranties of Seller on the onehand, and of Purchaser, on the other, contained in this Agreement shall survivethe consummation of the transactions contemplated hereby for a period ending onthe first anniversary of the Closing Date, except that Seller’srepresentations, warranties and covenants contained in paragraphs 6.6 and 8.15hereof shall survive the consummation of the transactions contemplated herebyfor a period ending on the fifth anniversary of the Closing Date. 

        9.2     **Indemnification by Seller.**  Seller shall indemnify and holdharmless Purchaser, and its Affiliates and the successors, assigns, officers,directors, employees, partners and agents of any of them (the “PurchaserIndemnified Parties”), promptly upon demand at any time and from time totime, from and against any and all actions, proceedings, demands and claimsasserted against any Purchaser Indemnified Party, and shall reimburse PurchaserIndemnified Parties for any and all losses, liabilities (of every kind ornature, whether accrued, absolute, contingent or otherwise and whether assertedor unasserted, known or unknown and whether due or to become due), damages,charges, liens, deficiencies or expenses of any nature, including, withoutlimitation, reasonable attorneys’ fees and expenses (collectively,“Damages”) incurred by or assessed against any Purchaser IndemnifiedParty, and arising out of or resulting from: 

             (a)     the  inaccuracy  of any  representation  or warranty  made by Seller in this  Agreement or pursuanthereto;

             (b)      the  failure by Seller to perform or observe  any term or  provision  of this  Agreement  or of anyother document, schedule or instrument delivered in connection herewith; or

             (c)     any other liability or obligation of Seller.

        9.3     **Indemnification by Purchaser.**  Purchaser shall indemnify and holdharmless Seller and Seller’s successors, assigns, stockholders, officers,directors, employees, partners and agents of any of them (the “SellerIndemnified Parties”), promptly upon demand at any time and from time totime, from and against any and all actions, proceedings, demands and claimsasserted against any Seller Indemnified Party, and shall reimburse the SellerIndemnified Parties for any and all Damages incurred by or assessed against anySeller Indemnified Party, and arising out of or resulting from: 

             (a)     the inaccuracy of anyrepresentation or warranty made by Purchaser herein; or

             (b)  the failure by Purchaser  to perform or observe any term or  provision of this  Agreement or of anyother document, schedule or instrument delivered in connection herewith.

        9.3     **Notice of Claim.**  If any legal proceedings, claims or demands areinstituted or asserted in respect of which any of Purchaser Indemnified Partiesor Seller Indemnified Parties may seek indemnification from another party heretopursuant to the provisions hereof (such legal proceedings, claims or demandsbeing referred to individually as a “Claim” and collectively as the“Claims”), the indemnified party (after receipt by it of writtennotice of the commencement or assertion of such Claim) shall promptly cause awritten notice of such Claim to be made to the indemnifying party (but thefailure to give such notice shall not relieve the indemnifying party of itsindemnification obligation hereunder, except to the extent of losses actuallycaused by such failure). 

        9.4     **Election to Defend Claim.**  Subject to the next sentence hereof, theindemnifying party shall have the right, at its option and expense, to assumethe defense, settlement or other disposition (collectively “Defense”)of any Claim, provided that within ten (10) days of receiving the notice withrespect to such Claim (or within such shorter period of time as an answer orother responsive motion may be required), the indemnifying party, by noticedelivered to the indemnified party, elects to assume such Defense and eachindemnifying party acknowledges its obligation hereunder to indemnify theindemnified party with respect to such Claim. Notwithstanding the foregoing, theindemnifying party shall not have the right to assume the Defense of any Claimif (a) representation of both the indemnified and indemnifying parties by thesame counsel would be inappropriate due to actual or potential differinginterests between them or (b) the indemnified party determines in good faiththat there is a significant possibility that such Claim may materially andadversely affect it or its Affiliates other than as a result of monetarydamages. 

        9.6     Procedure for Defense by Indemnifying  Party. If the  indemnifying  party has assumed the Defense of a Claim, then the following shall apply:

             (a)     the  indemnified  party shall have the right to participate and assist in the Defense of such Claimand to employ its own counsel in connection therewith;

             (b)     the  indemnifying  party shall not be liable to the  indemnified  party for the fees or expenses ofthe indemnifiedparty’s counsel or other expenses incurred by the indemnified party inconnection with participating in the Defense of such Claim, except that theindemnifying party shall be liable for (i) any such fees and expenses incurredprior to the time the indemnifying party assumed such Defense and (ii) thereasonable costs of investigation and preparation incurred by the indemnifiedparty; 

             (c)     counsel  used by the  indemnifying  party in  connection  with the  Defense of such Claim  shall bereasonably satisfactory to the indemnified party;

             (d)     the  indemnified  party shall not effect any  compromise  or  settlement  of such Claim without theconsent of the indemnifying party, which consent shall not be unreasonably withheld; and

             (e)     the  indemnifying  party shall not effect any  compromise  or  settlement of such Claim without theconsent of the indemnified party, which consent shall not be unreasonably withheld.

        9.7     **Defense by Indemnified Party.**  If the indemnifying party does notassume the Defense of a Claim as required by this Agreement, the indemnifyingparty shall have the right, at the sole cost and expense of the indemnifyingparty, to defend and settle such Claim and to employ its own counsel inconnection therewith. In this event, the indemnified party may effect anycompromise or settlement of such Claim without the consent of the indemnifyingparty. 

        9.8     **Cooperation.**  The parties hereto shall cooperate to the fullestextent possible in connection with any Claim in respect of which indemnificationis sought under this Agreement. 

        10.0     Termination.

        10.1     Bases for  Termination.  This Agreement and the  transactions  contemplated  hereby may be terminated at anytime on or prior to the Closing Date:

             (a)     by the mutual written consent of the parties hereto;

             (b)     by Purchaser:

                  (i)   if any  representation  or  warranty of Seller made in this  Agreement  was untrue in any  materialrespect when made or is untrue in any material respect on the Closing Date;

                  (ii)   if Sellershall have  defaulted  in any  material  respect  in the  performance  of any  covenant,agreement or obligationunder this Agreement, and such default is not cured within ten days afterSeller’s receipt of written notice from Purchaser that such default existsor has occurred; or 

                  (iii)   if the conditions to Purchaser's obligations to consummate the transaction  contemplated hereby arenot or cannot be satisfiedon or before August 31, 2001 for any reason other than a breach by Purchaser. 

             (c)     by Seller:

                  (i)   if any  representation  or warranty of Purchaser  made in this Agreement was untrue in any materialrespect when made or is untrue in any material respect on the Closing Date;

                 (ii)   if Purchaser  shall have  defaulted in any material  respect in the  performance  of any  covenant,agreement or obligationunder this Agreement, and such default is not cured within ten days afterPurchaser’s receipt of written notice from Seller that such default existsor has occurred; or 

                  (iii)   if the conditions to Seller's  obligations to consummate the transactions  contemplated  hereby arenot or cannot be satisfiedon or before August 31, 2001 for any reason other than a breach by Seller. 

        10.2     **Manner of Exercise.**  In the event of the termination of thisAgreement prior to the Closing pursuant to Section 10.1, written notice thereofshall forthwith be given to the non-terminating party, and this Agreement shallterminate and the transactions contemplated hereunder shall be abandoned withoutfurther action by any party hereto. 

        10.3     **Effect of Termination.**   In the event of the termination of thisAgreement prior to the Closing pursuant to Section 10.1, all rights andobligations of the parties hereunder shall terminate, except for the rights andobligations of the parties under Section 8.11 hereof and the right of thenon-breaching party to seek damages from a breaching party. 

        11.0     **Miscellaneous.**

        11.1     **Finders.**  Each party hereto represents and warrants that it has notemployed or utilized the services of any broker or finder in connection withthis Agreement or the transactions contemplated hereby. 

             11.2     **Non-Compete**  Seller  agrees not to compete  with  Purchaser  for  Training  Business for one year from thedate of closing in the New York, Philadelphia and New Jersey Metropolitan areas.

        11.3 **Entire  Agreement.**   This  Agreement  (together  with the Schedules and Exhibits  hereto)  contains,  and isintended as, a completestatement of all of the terms of the arrangements between the parties heretowith respect to the matters provided for herein, and supersedes any previousagreements and understandings between the parties hereto with respect to thosematters. 

        11.4     **Governing  Law.**  This Agreement  shall be governed by and construed in accordance  with the laws of the Stateof New Jersey without regard to the conflicts of laws provisions thereof.

                          11.5     **Headings.**  The section  headings of this  Agreement are for  reference  purposes only and are to be given noeffect in the construction or interpretation of this Agreement.

        11.6     **Notices.**  All notices and other communications under this Agreementshall be in writing and shall be deemed given when delivered personally ormailed by registered mail, return receipt requested, to the parties at thefollowing addresses (or to such other address as a party may have specified bynotice given to the other party pursuant to this provision): 
                           If to Seller to it or them at:                           Computer Horizons Corp.                           49 Old Bloomfield Avenue                           Mountain Lakes, NJ 07046                           Attention: Michael C. Caulfield,                           Vice President & General Counsel                           If to Purchaser, to it at:                           AlphaNet Solutions, Inc.                           7 Ridgedale Avenue                           Cedar Knolls, NJ 07927                           Attention:  Jack P. Adler, Esq.                                       Executive VP & General Counsel
        11.7     **Severability.**  If any  provision  of this  Agreement  is  invalid  or  unenforceable,  the  balance  of thisAgreement shall remain in effect.

        11.8     **Waivers and Amendments.**  No waiver of any provision hereof shall beconstrued as a waiver of any other provision. Any waiver or amendment of thisAgreement must be in writing and signed by the party to be charged therewith. 

        11.9     **Successors and Assigns.**  This Agreement shall be binding upon andshall inure to the benefit of the parties hereto and their respective successorsand assigns. Neither this Agreement nor any right or obligation hereunder may beassigned or transferred by Seller without Purchaser’s written consent or byPurchaser without Seller’s written consent; provided, however, thatPurchaser may assign, without being required to obtain Seller’s consentthereto, any and all of Purchaser’s rights and obligations hereunder to anywholly-owned subsidiary of Purchaser; and, provided further, that Seller mayassign, without being required to obtain Purchaser’s consent thereto, anyand all of Seller’s rights to receive, or to designate the recipients of,all or any portion of the Escrow Shares. 

        11.10     **Counterparts.** This Agreement may be executed in one or morecounterparts, each of which shall be deemed to be an original, but all of whichshall be considered one and the same instrument. 

        This Agreement has been duly executed on the date hereinabove set forth.
 ALPHANET SOLUTIONS, INC.