ALPHANET SOLUTIONS, INC.
                               7 Ridgedale Avenue
                         Cedar Knolls, New Jersey 07927


                                                         April 27, 2000


Fallen Angel Capital, LLC
960 Holmdel Road
Holmdel, New Jersey

           AlphaNet Solutions, Inc. (the "Company") is a New Jersey corporation.
Fallen  Angel  Equity  Fund,  L.P.  (the  "Partnership")  is a Delaware  limited
partnership.  The general  partner of the  Partnership  is Fallen Angel Capital,
LLC, a Delaware limited liability company (the "General Partner").  Stan Gang is
a shareholder of the Company and joins in this  agreement,  as shown on the last
page hereof, solely with respect to the confirmation of his intention to vote in
favor of the Company's proposal to issue certain warrants,  as set forth herein,
and Mr. Gang is not in any way bound by any of the terms, conditions,  covenants
or other agreements set forth herein.

           On May 20, 1999,  the  Company's  Board of Directors  authorized  the
issuance of warrants to Fallen  Angel to purchase  Common  Stock of the Company,
subject to  agreement  on the terms of the  warrants  and the terms of  issuance
thereof.  The warrants were to entitle the General  Partner to purchase  200,000
shares of Common  Stock of the  Company at a purchase  price of $5.00 per share,
which, on the date of approval thereof by the Board of Directors of the Company,
was approximately 125% of the $3.938 closing price of the Common Stock.

           The  consideration  for the  issuance of the warrants is the services
provided by the General  Partner in negotiating the business and financial terms
of the Company's  preferred  stock  investment  in nex-i.com  inc., a New Jersey
corporation.  The issuance of the  warrants for this purpose is being  submitted
for approval by the Company's  shareholders at the Company's 2000 Annual Meeting
currently scheduled for May 19, 2000.

           As consideration for the furnishing of the services  described above,
the  Company  will issue,  and the General  Partner  will accept  therefor,  the
issuance by the Company of one or more warrants (each a "Warrant," together, the
"Warrants")  to purchase an  aggregate of 200,000  common  shares of the Company
("Common Stock") as follows:

           1. Upon approval by the Company's  shareholders at the Company's 2000
Annual Meeting or any adjournment  thereof,  the Company shall promptly issue to
the  General  Partner a  Warrant  or  Warrants  in the form  attached  hereto to
purchase up to an aggregate of 200,000 shares of Common Stock, for a term of one
year, at $5.00 per share.

           2. At any time after delivery of the Warrants to the General  Partner
(the  "Grant  Date")  until  the  earlier  of (i) one  day  prior  to the  third
anniversary  of the Grant Date,  and (ii) 90 days prior to the date on which all
the shares issuable upon the exercise of the Warrants (the "Warrant Shares") may
be  immediately  sold  without  registration  pursuant  to  Rule  144(k)  of the
Securities Act of 1933, as amended,  without being subject to volume limitations
thereof,  the holders of no less than 60% of the Warrant Shares, may request the
Company to file a Registration  Statement with the SEC  registering  the Warrant
Shares for resale (a "Registration  Request").  In the event that a Registration
Request is made to the Company, the Company shall promptly and diligently pursue
the filing of a Registration Statement with the SEC, provided, that: (i) holders
of the  Warrants  shall  excuse  any delay in the  filing  of such  Registration
Statement  for so long  as the  Company,  in good  faith,  determines  that  the
disclosure  required in the Registration  Statement would constitute a premature
disclosure of confidential  information that would have an adverse affect on the
Company's  ability to transact business at such time; and (ii) if the Company is
eligible to file a  Registration  Statement on Form S-3, or a similar Form,  the
Company may file such Registration  Statement on such form. The Company shall at
all times,  and at its sole  discretion,  have the right to include  the Warrant
Shares in any  Registration  Statement  that the Company files with the SEC. The
Company shall maintain the effectiveness of any Registration  Statement filed by
it  pursuant  to a  Registration  Request  for a period  of 270 days  after  the
effective date thereof.

           In the event  that the  Company  prepares  and  files a  Registration
Statement pursuant to a Registration  Request,  all reasonable expenses incurred
in  connection  therewith,   including,  without  limitation,  all  underwriting
discounts and commissions, registration, listing and qualification fees, printer
and accounting  fees, all fees and  disbursements of counsel for the Company and
all other outside costs, shall be borne by the General Partner;  provided,  that
the General  Partner  shall not be required  to pay for any  allocated  internal
staff costs  incurred  by the Company in  connection  with the  preparation  and
filing of such Registration Statement.

           Upon the exercise of the Warrants, the Company shall list the Warrant
Shares on the Nasdaq  National Market System or such other market or exchange on
which the Common Stock is listed at such time. The Company agrees that until the
holders  sell all the Warrant  Shares,  the  Company  will file on or before the
required  date  therefor  all  regular  or  periodic  reports  (pursuant  to the
Securities  Exchange Act of 1934) with the  Securities  and Exchange  Commission
(the  "SEC")  and will  deliver to the  holders  promptly  upon  their  becoming
available one copy of each report, notice or proxy statement sent by the Company
to its stockholders generally,  and of each regular or periodic report (pursuant
to the  Securities  Exchange  Act  of  1934)  and  any  Registration  Statement,
prospectus or written  communication  (other than transmittal letters) (pursuant
to the  Securities  Act of 1933),  filed by the Company with (i) the SEC or (ii)
any securities exchange on which shares of Common stock are listed.

           In the  event  that  Warrant  Shares  are to be  sold  pursuant  to a
Registration  Statement filed by the Company pursuant to a Registration  Request
is to be an underwritten  offering, the Company shall enter into and perform its
obligations  under  an  underwriting  agreement  in  usual  and  customary  form
including,  without  limitation,   customary  indemnification  and  contribution
obligations, with the managing underwriter of such offering.

           In the  event any  Warrant  Shares  are  included  in a  Registration
Statement filed by the Company pursuant to a Registration Request:

                     (a) To the  extent  permitted  by  law,  the  Company  will
indemnify  and  hold  harmless  each  holder  of  Warrant  Shares,  each  of its
directors,  officers,  partners,  managers,  employees and agents, and any other
person who controls such holder within the meaning of the Securities Act of 1933
(each, an "Indemnified Holder"),  against any losses, claims, damages,  expenses
or liabilities (joint or several)  (collectively  "Claims") to which any of them
become subject under the Securities Act of 1933, the Securities  Exchange Act of
1934 or otherwise,  insofar as such Claims (or actions or  proceedings,  whether
commenced or threatened,  in respect thereof) arise out of or are based upon any
of the  following  statements,  omissions  or  violations  in  the  Registration
Statement,  or any post-effective  amendment thereof, or any prospectus included
therein: (i) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any post-effective  amendment thereof
or the omission or alleged omission to state therein a material fact required to
be stated  therein or necessary to make the statements  therein not  misleading,
(ii) any  untrue  statement  or alleged  untrue  statement  of a  material  fact
contained in any  preliminary  prospectus if used prior to the effective date of
such Registration Statement, or contained in the final prospectus (as amended or
supplemented,  if the Company files any amendment thereof or supplement  thereto
with the SEC) or the omission or alleged  omission to state therein any material
fact necessary to make the statements made therein, not misleading, or (iii) any
violation or alleged violation by the Company of the Securities Act of 1933, the
Securities  Exchange  Act of 1934 or any  state  securities  law or any  rule or
regulation  (the  matters in the  foregoing  clauses  (i) through  (iii)  being,
collectively,   "Violations").  The  Company  shall  reimburse  the  Indemnified
Holders, promptly as such expenses are incurred and are due and payable, for the
legal fees of one such  Indemnified  Holder as to any Claim or other  reasonable
expenses incurred by them in connection with investigating or defending any such
Claim.   Notwithstanding   anything  to  the  contrary   contained  herein,  the
indemnification  agreement contained in this paragraph: (A) shall not apply to a
Claim by any  Indemnified  Holder arising out of or based upon a Violation which
occurs in reliance upon and in conformity with information  furnished in writing
to the Company by such  Indemnified  Holder expressly for use in connection with
the preparation of the Registration  Statement or any such amendment  thereof or
supplement  thereto, if such prospectus was timely made available by the Company
for  review  by the  Indemnified  Holder  (B) with  respect  to any  preliminary
prospectus  shall not inure to the  benefit of any  person  from whom the person
asserting  any such Claim  purchased  the  Warrant  Shares  that are the subject
thereof (or to the benefit of any person  controlling such person) if the untrue
statement or omission of material fact contained in the  preliminary  prospectus
was  corrected  in  the  prospectus,  as  then  amended  or  supplemented,  if a
prospectus  was  timely  made  available  by  the  Company  for  review  by  the
Indemnified  Holder or such  person;  and (C) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably  withheld.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of the Indemnified Holder and shall survive the transfer of
the Warrant Shares by the Indemnified Holder.

                     (b) In connection with any Registration  Statement in which
Warrant  Shares of a holder are  included,  each such holder agrees to indemnify
and hold  harmless,  to the same  extent and in the same manner set forth in the
preceding paragraph,  the Company,  each of its directors,  each of its officers
who sign the  Registration  Statement,  each  person,  if any,  who controls the
Company  within the  meaning  of the  Securities  Act of 1933 or the  Securities
Exchange  Act of  1934,  any  underwriter  and  any  other  stockholder  selling
securities  pursuant to the  Registration  Statement or any of its  directors or
officers or any person who controls such  stockholder or underwriter  within the
meaning of the  Securities  Act of 1933 or the  Securities  Exchange Act of 1934
(each,  an  "Indemnified  Party"),  against  any  Claim to which any of them may
become subject, under the Securities Act of 1933, the Securities Exchange Act of
1934 or  otherwise,  insofar  as such  Claim  arises out of or is based upon any
Violation,  in each  case to the  extent  (and  only to the  extent)  that  such
Violation  occurs in reliance  upon and in conformity  with written  information
furnished to the Company by such holder  expressly  for use in  connection  with
such Registration  Statement,  and such holder will promptly reimburse any legal
or other expenses  reasonably  incurred by them in connection with investigating
or defending any such Claim;  provided,  however,  that the indemnity  agreement
contained in this paragraph shall not apply to amounts paid in settlement of any
Claim if such  settlement is effected  without the prior written consent of such
holder,  which consent shall not be  unreasonably  withheld;  provided  further,
however,  that the holder  shall be liable  under this  paragraph  for only that
amount of a Claim as does not exceed the net proceeds to such holder as a result
of the sale of the Warrant Shares included in such Registration Statement.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of
the Warrant  Shares by the  holder.  Notwithstanding  anything  to the  contrary
contained herein, the indemnification agreement contained in this paragraph with
respect  to any  preliminary  prospectus  shall not inure to the  benefit  of an
Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus was corrected on a timely basis in the prospectus,
as then amended or supplemented.

           3. In  connection  with the  furnishing  of  services  by the General
Partner  to the  Company,  information  concerning  the  Company  including  its
subsidiaries and affiliates,  which may have been and may be in verbal,  visual,
written,  electronic, or other form ("Evaluation Material"),  was made available
to the General  Partner.  The Evaluation  Material does not include  information
which  was  rightfully  in  the  possession  of the  General  Partner  prior  to
disclosure by the Company,  was  independently  developed by the General Partner
without use of any Evaluation Material, or is now or hereafter becomes available
to the public other than as a result of a disclosure  by the General  Partner in
violation of this Agreement. The General Partner represents that it has used the
Evaluation Material solely in connection with providing services to the Company,
and shall keep such Evaluation  Material strictly  confidential.  The Evaluation
Material  was  provided  by  the  General   Partner   solely  to  those  of  its
representatives  to whom such disclosure was reasonably deemed to be required to
facilitate  the General  Partner's  furnishing  of services to the Company.  The
General  Partner  acknowledges  to the Company that the Evaluation  Material may
contain  material  nonpublic  information  concerning  the Company.  The General
Partner  acknowledges its awareness of the  restrictions  imposed by federal and
state securities laws on persons in possession of material nonpublic information
and  hereby  agrees  that  while  it  is in  possession  of  material  nonpublic
information with respect to the Company,  the General Partner has not purchased,
and  shall  not  purchase,  and has not  permitted  and  shall  not  permit  the
Partnership,  to  purchase or sell any  securities  of the  Company,  other than
purchases  pursuant to the  exercise of the  Warrants,  or to  communicate  such
information  to any third party in violation of such laws.  Nothing herein shall
constitute an admission by the General  Partner or the  Partnership  that any of
the  Evaluation  Material  in  fact  contains  material  nonpublic   information
concerning the Company.

           4. The holder of the Warrants or any Warrant  Shares may, at any time
and from time to time,  without  obtaining  the prior consent or approval of the
Company, assign or otherwise transfer the Warrants or the Warrant Shares, or any
part thereof,  and all or any part of such holder's rights under this Agreement,
provided  that  in  connection  with  any  assignment  or  transfer  that is not
registered  under the Securities Act of 1933, such holder must deliver a written
Opinion of Counsel,  in form and substance  satisfactory to the Company and from
Counsel that is  satisfactory  to the  Company,  to the Company no less than ten
calendar  days  prior to such  proposed  transfer,  that (i)  provides  that the
proposed transfer is exempt from registration  requirements under the Securities
Act of 1933 and (ii) sets forth the basis for such exemption.

           5. The parties expressly  acknowledge that issuance of the Warrant is
being submitted for approval of the Company's shareholders at the Company's 2000
Annual  Meeting  (currently  scheduled  for May 19,  2000),  or any  adjournment
thereof.  Accordingly,  the parties  understand and agree that, unless and until
such approval has been secured, this Agreement shall have no force or effect.

<PAGE>

If the foregoing  correctly  sets forth our agreement with respect to the matter
set forth herein,  please so indicate by executing two copies of this letter and
returning  one  executed  copy  to the  Company,  whereupon  this  letter  shall
constitute our binding agreement with respect to the matters set forth herein.

                                                ALPHANET SOLUTIONS, INC.


                                                By:  STAN GANG
                                                   ------------------
Accepted and Agreed to as of the 26th day of         Stan Gang
April, 2000

FALLEN ANGEL CAPITAL, L.L.C.


By:   IRA COHEN
    ---------------
      Ira Cohen

           This is to  confirm  that I, Stan Gang,  a  shareholder  of  AlphaNet
Solutions,  Inc. (the  "Company"),  am in favor of the proposal (the "Proposal")
submitted to the shareholders of the Company to issue certain warrants to Fallen
Angel Capital,  L.L.C. ("Fallen Angel") and that I hereby commit to Fallen Angel
that I, as a  shareholder  of the  Company,  will vote all shares of the Company
that I own, or otherwise have the power to vote, in favor of the Proposal.  I am
not  bound by any of the  provisions  of the  agreement  set  forth  above  this
paragraph.

                                                         STAN GANG
                                                         ----------
                                                         Stan Gang