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                                                                    EXHIBIT 10.1

                                        THIS MODIFICATION AGREEMENT, dated as of
                                        May 31, 1996, by and between FIRST UNION
                                        NATIONAL BANK (formerly known as FIRST
                                        FIDELITY BANK, NATIONAL ASSOCIATION), a
                                        national banking association organized
                                        under Acts of Congress, with a place of
                                        business at 550 Broad Street, Newark,
                                        New Jersey 07102, hereinafter called
                                        "Bank", and ALPHANET SOLUTIONS, INC., a
                                        New Jersey corporation, with its chief
                                        executive office at 7 Ridgedale Avenue,
                                        Cedar Knolls, New Jersey 07927,
                                        hereinafter called "Borrower".

                                    RECITALS

         WHEREAS, Borrower and First Fidelity Bank, National Association, New
Jersey ("FFBNANJ") entered into a Loan and Security Agreement dated August 5,
1987 as modified by Modification Agreements dated February 24, 1989, May 23,
1990, July 31, 1991, June 30, 1992, March 17, 1993, July 14, 1993, June 29,
1994, December 14, 1994 and May 24, 1995, and by letter agreements dated as of
April 20, 1994, March 2, 1995 and as of December 19, 1995 (said agreement as so
modified the "Loan Agreement"); and

         WHEREAS, Bank is the successor by consolidation to FFBNANJ pursuant to
authorization under 12 U.S.C. Section 215; and

         WHEREAS, said Loan Agreement, inter alia, sets forth the terms and
conditions of a revolving credit facility by Bank to Borrower through May 31,
1996 of up to Seven Million Dollars for the period April 1 through September 30,
and up to Nine Million Dollars for the period October 1 through March 31; and

         WHEREAS, Borrower has applied to Bank for an extension through May 30,
1997 of the term of said revolving credit facility and for a modification to the
interest rates on Advances under the revolving credit facility, and for
modifications to certain of the other terms and conditions set forth in the Loan
Agreement;

         WHEREAS, Bank has approved the application of the Borrower on the terms
and condition set forth herein. 


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         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto adopt the above recitals and agree as
follows:

1.       Capitalized terms not defined herein but defined in the Loan Agreement
shall have the same meanings ascribed to such terms in the Loan Agreement. 

2.       Paragraphs 1.30, 1.37, 1.42, 1.46, 1.48 and 1.53 of the Loan Agreement
(the definitions of Eligible Loan Value of Eligible Accounts, Bank Affiliate,
Interest Period, Libor Margin, Payment Date and Second Tier Base Rate Margin)
are hereby modified to read as follows:

         1.30     "ELIGIBLE LOAN VALUE OF ELIGIBLE ACCOUNTS" means up to
                  seventy-five (75%) percent of the face amount of Eligible
                  Accounts, less returns and discounts, offsets, contra
                  balances, credits or allowances of any nature, at any time
                  issued, owing, granted or outstanding.

         1.37     "BANK AFFILIATE" means First Union Corporation and any of its
                  direct and indirect affiliates and subsidiaries.

         1.42     "INTEREST PERIOD" means with respect to each LIBOR Loan, the
                  period commencing on the date such Advance commences to be a
                  LIBOR Loan as elected by the Borrower and ending one, two, or
                  three months thereafter as Borrower may elect in the
                  applicable interest rate request and thereafter, each period
                  commencing on the last day of the immediately preceding
                  Interest Period and ending one, two, or three months
                  thereafter as selected by the Borrower, but in no event after
                  the Expiration Date; subject, however, to the following
                  provisions: (i) if any Interest Period would otherwise end on
                  a day which is not a New York business day, that Interest
                  Period shall be extended to the next succeeding New York
                  business day unless the result of such extension would be to
                  carry such Interest Period into another calendar month, in
                  which event such Interest Period shall end on the immediately
                  preceding New York business day; and (ii) any Interest Period
                  that begins on the last New 


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                  York business day of a calendar month (or on a day for which
                  there is no numerically corresponding day in the calendar
                  month at the end of such Interest Period) shall end on the
                  last New York business day of a calendar month and (iii) if
                  the Borrower selects an Interest Period which would end after
                  the Expiration Date, the duration of such Interest Period
                  shall be shortened to one or two months such that the end of
                  such Interest Period shall occur prior to or of even date with
                  the Expiration Date.

         1.46     "LIBOR MARGIN" means for each Interest Period applicable to
                  LIBOR Loans, a rate per annum equal to one and one half
                  percent (1 1/2%).

         1.48     "PAYMENT DATE" means (A) with respect to Prime Rate Loans and
                  Second Tier Loans the first day of each month, and (B) with
                  respect to LIBOR Loans the last day of the Interest Period.

         1.53     "SECOND TIER PRIME RATE MARGIN" means a rate per annum equal
                  to one percent (1%).


3.     Article I of the Loan Agreement is hereby modified to add paragraphs
       1.58 through 1.65 as follows:

         1.58     "EXPIRATION DATE" means the earlier of (a) May 30, 1997 or
                  such later date as the term of the revolving credit facility
                  under paragraph 2.1 hereof may be extended to in accordance
                  with paragraph 8.11 hereof or (b) the date of termination of
                  the revolving credit facility upon the occurrence of an Event
                  of Default.

         1.59     "LIBOR" means, with respect to each day during each Interest
                  Period, the rate (rounded to the next higher 1/100 of 1%) for
                  U.S. dollar deposits of a one, two, or three month maturity
                  equivalent to the period selected by the Borrower as the
                  Interest Period as reported on Telerate page 3750 as of 11:00
                  a.m., London time, on the second London business day before
                  the relevant Interest Period begins (or if not so reported,
                  then as determined by the Bank from another recognized source
                  or interbank quotation), adjusted for reserves by dividing
                  that rate by 1.00 minus the LIBOR Reserve. Notwithstanding the
                  foregoing, if the Borrower has hedged the LIBOR-based rate by
                  entering into an interest rate agreement with Bank, LIBOR
                  shall be rounded five 


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                  decimal places in accordance with the 1991 Definitions
                  published by the International Swaps and Derivatives
                  Association, Inc.

         1.60     "LIBOR RESERVE" means the maximum percentage reserve
                  requirement (rounded to the next higher 1/100 of 1% and
                  expressed as a decimal) in effect for any day during the
                  Interest Period under the Federal Reserve Board's Regulation D
                  for Eurocurrency liabilities as defined therein.

         1.61     "LOAN DOCUMENTS" means this Agreement, all notes, mortgages or
                  other documents executed and delivered by Borrower or any
                  Obligor hereunder, and any amendments, renewals, modifications
                  or supplements thereto, or substitutions therefore from time
                  to time.

         1.62     "LONDON BUSINESS DAY" means a day on which commercial banks
                  are open for dealings in U.S. Dollar deposits in the London
                  (England, U.K.) interbank market.

         1.63     "PRIME RATE" means the rate of interest established by Bank
                  from time to time as its reference rate in making loans but
                  which does not reflect the rate of interest charged to any
                  particular person and is not tied to any external rate of
                  interest or index. The rate of interest charged hereunder
                  shall change automatically and immediately as of the date of
                  each change in the Prime Rate without notice to Borrower.

         1.64     "PRIME RATE LOANS" means each Advance on which interest
                  thereon is in accordance with the terms of this Agreement
                  based on the Prime Rate.

         1.65     "PRIME RATE MARGIN" means a rate per annum equal to one
                  quarter of one (1/4%).

4.     Paragraph 2.1 of the Article II of the Loan Agreement is hereby
       modified to read as follows:

         2.1      REVOLVING CREDIT FACILITY (A) So long as no Default nor Event
                  of Default exists, Bank may, from time to time hereafter,
                  through the Expiration Date, lend to the Borrower such amounts
                  as the Bank may determine or issue standby letters of credit,
                  in form satisfactory to Bank, based upon the Eligible Loan
                  Value of Eligible 


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                  Accounts as may exist from time to time and as reported by
                  Borrower to Bank in a borrowing base report in the form of
                  exhibit 2.1 annexed hereto which is to be submitted with each
                  request for an Advance hereunder by a Notice of Borrowing
                  under Revolving Credit in the form of exhibit 2.1(A) annexed
                  hereto, but not to exceed the Revolving Credit Borrowing Base
                  and provided that the aggregate outstanding balance of standby
                  letters of credit shall not exceed Two Million Five Hundred
                  Thousand ($2,500,000.00) Dollars. The Borrower shall repay,
                  and shall pay interest on, the aggregate unpaid principal
                  amount of all Advances in accordance with the provisions of
                  this paragraph 2.1. Bank shall have the right, from time to
                  time, in the good faith exercise of its discretion, upon
                  notice to Borrower, to alter the percentage of the Eligible
                  Loan Value of Eligible Accounts. Each month Bank may render to
                  Borrower a statement of the status of the loans provided for
                  herein, which Borrower hereby agrees shall be deemed to be an
                  account stated and correct and acceptable to and binding on
                  Borrower unless Bank shall receive a corrected statement of
                  exceptions from Borrower within thirty (30) days after the
                  monthly statements have been rendered to Borrower. For each
                  standby letter of credit issued hereunder which is security
                  for the obligations of Borrower to a third party with respect
                  to the "floor planning" or similar financing of Inventory,
                  Borrower shall pay to Bank a fee of one (1%) percent on a per
                  annum basis of the principal amount of each such standby
                  letter of credit. For all other standby letters of credit
                  issued hereunder Borrower shall pay to Bank a fee of two (2%)
                  percent on a per annum basis of the principal amount of each
                  such standby letter of credit. For each standby letter of
                  credit to be issued hereunder Borrower shall execute and
                  deliver to Bank the Bank's standard standby letter of credit
                  agreement and application. All such loans and financial
                  accommodations shall be payable on the Expiration Date or as
                  otherwise set forth in this Agreement.

                  (B)      Interest on Advances.



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                           (i)      The Borrower agrees to notify the Bank
                                    orally or in writing at least two (2)
                                    Business Days (with respect to LIBOR Loans)
                                    prior to each date it requests interest on
                                    the Advances, or a portion thereof, to be
                                    based on LIBOR. Each such notice shall be
                                    irrevocable and confirmed immediately by
                                    delivery to the Bank of a LIBOR rate
                                    request. Each LIBOR rate request shall
                                    specify:

                                    (a)      the date from which interest is to
                                             accrue based on LIBOR, which shall
                                             be a London Business Day;

                                    (b)      the aggregate amount of Advances on
                                             which interest is to be based on
                                             LIBOR; and

                                    (c)      the duration of the Interest period
                                             applicable thereto. 

                           (ii)     No more than three (3) Interest Periods with
                                    respect to LIBOR Loans shall be outstanding
                                    at any time.

                           (iii)    All LIBOR Loans shall be in the principal
                                    amount of Two Hundred Fifty Thousand and
                                    00/100 ($250,000.00) Dollars or an integral
                                    multiple thereof.

                           (iv)     The Borrower may not elect to have interest
                                    on the Second Tier Loans to be based on
                                    Libor.

                           (v)      On all Advances as to which Borrower has
                                    not, in accordance with the foregoing,
                                    selected to have interest based on LIBOR,
                                    interest shall be based on the Prime Rate as
                                    set forth in subparagraph (C)(i) below.

                  (C)      Interest Rate and Payment Dates.

                           (i)      (a) Each Prime Rate Loan, other than Second
                                    Tier Loans, shall bear interest on the daily
                                    outstanding principal amount thereof for
                                    each day such Prime Rate Loan is outstanding
                                    at a rate per annum equal to Prime Rate in
                                    effect from time to time minus the Prime
                                    Rate 


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                                    Margin. Such interest shall be payable in
                                    arrears on each Payment Date; (b) All Second
                                    Tier Loans shall bear interest on the daily
                                    outstanding principal amount thereof for
                                    each day such Second Tier Loans are
                                    outstanding at a rate per annum equal to the
                                    Prime Rate in affect from time to time plus
                                    the Second Tier Prime Rate Margin. Such
                                    interest shall be payable in arrears on each
                                    Payment Date.

                           (ii)     Each LIBOR Loan shall bear interest for each
                                    Interest Period applicable thereto, on the
                                    daily outstanding principal amount thereof,
                                    at a rate per annum equal to LIBOR plus the
                                    LIBOR Margin. Interest shall be payable in
                                    arrears for each Interest Period on each
                                    Payment Date.

                           (iii)    If all or a portion of the principal amount
                                    of any LIBOR Loan shall not be paid at the
                                    end of the applicable interest period or not
                                    continued as Libor Loan as set forth below,
                                    such Advance shall be converted to a Prime
                                    Rate Loan at the end of the Interest Period
                                    therefor.

                  (D)      Conversion and Continuation Options.

                           (i)      The Borrower may elect from time to time to
                                    convert a LIBOR Loan to a Prime Rate Loan by
                                    giving the Bank at least one (1) Business
                                    Day's prior irrevocable notice of such
                                    election, provided that conversion of a
                                    LIBOR Loan to a Prime Rate Loan shall only
                                    be made on the last day of an Interest
                                    Period with respect thereto. The Borrower
                                    may elect from time to time to convert a
                                    Prime Rate Loan to a LIBOR Loan, in each
                                    case by giving the Bank at least two (2)
                                    Business Days' prior irrevocable notice of
                                    such election. Each notice to be given by
                                    the Borrower pursuant to this paragraph,


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                                    shall be confirmed by delivery to the Bank
                                    of a written notice, which shall specify:
                                    
                                    (a)      the date on which such rate
                                             conversion shall take effect;

                                    (b)      the aggregate amount of the
                                             Advances to be converted on such
                                             date;

                                    (c)      whether the Advances to be
                                             converted are LIBOR Loans, or Prime
                                             Rate Loans;

                                    (d)      whether the Advances, after
                                             conversion, will be LIBOR Loans or
                                             Prime Rate Loans; and

                                    (e)      in the case of a LIBOR Loan, the
                                             duration of the Interest Period
                                             applicable thereto.

                  All or any part of the outstanding principal of a LIBOR Loan,
                  or a Prime Rate Loan, may be converted as provided herein,
                  provided that partial conversions shall be in an aggregate
                  principal amount of a minimum of Two Hundred Fifty Thousand
                  ($250,000.00) Dollars or an integral multiple thereof.

                           (ii)     A LIBOR Loan may be continued as such upon
                                    the expiration of an Interest Period with
                                    respect thereto by compliance by the
                                    Borrower with the notice provisions
                                    contained in this paragraph, provided that a
                                    LIBOR Loan may not be continued as such when
                                    any Event of Default has occurred and is
                                    continuing, but shall be automatically
                                    converted to a Prime Rate Loan on the last
                                    day of the subject Interest Period.

                           (iii)    If the Borrower shall fail to give notice to
                                    convert or continue a LIBOR Loan in the
                                    manner required by paragraphs (i) or (ii)
                                    above, the Borrower shall be deemed to have
                                    elected to convert the LIBOR Loan to a Prime
                                    Rate Loan on the last day of the Interest
                                    Period applicable thereto.



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                  (E)      Computation of Interest. Interest on the Advances and
                           fees and other amounts calculated on the basis of a
                           rate per annum shall be computed on the basis of
                           actual days elapsed over a 360-day year. The rate of
                           interest on Prime Rate Loans shall change when and as
                           the Prime Rate changes without notice to Borrower.

                  (F)      Prepayment. Prime Rate Loans may be prepaid in whole
                           or in part, in multiples of $25,000.00, at any time
                           without premium or penalty. Libor Loans may be
                           prepaid, in whole or in part, without premium or
                           penalty only on the last day of an Interest Period;
                           provided, however, that any partial prepayments shall
                           be in a principal amount of not less than
                           $250,000.00, or multiples thereof. Any prepayment
                           shall include accrued and unpaid interest to the date
                           of prepayment on the principal amount prepaid and all
                           other sums due and payable hereunder. All payments
                           received on the Advances may be applied in such order
                           as the Bank in its sole discretion shall determine.

                  (G)      Indemnification. The Borrower shall indemnify the
                           Bank against the Bank's loss or expense in employing
                           deposits as a consequence of (i) the Borrower's
                           failure to make any payment when due under the
                           Advances, or (ii) any prepayment of a LIBOR Loan on a
                           date other than the last day of the applicable
                           Interest Period ("INDEMNIFIED LOSS OR EXPENSE").

                  (H)      Additional Costs. If, at any time, a new, or a
                           revision in any existing law or interpretation or
                           administration (including reversals) thereof by any
                           government authority, central bank or comparable
                           agency imposes, increases or modifies any reserve or
                           similar requirement against assets, deposits or
                           credit extended by the Bank, or subjects the Bank to
                           any tax, duty or other 


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                           charge (except tax on the Bank's net income), and any
                           of the foregoing increases the cost to the Bank of
                           maintaining its commitment or reduce the amount of
                           any sum received or receivable by the Bank under the
                           Advances, within 15 days after demand by the Bank,
                           the Borrower agrees to pay the Bank such additional
                           amounts as will compensate the Bank for such
                           increased costs or reductions ("ADDITIONAL COSTS").

                  (I)      Match Funding. The amount of such (i) Indemnified
                           Loss or Expense, or (ii) Additional Costs outlined
                           above shall be determined, in the Bank's sole
                           discretion, based upon the assumption that the Bank
                           funded 100% of that portion of the Advances to which
                           the LIBOR-based rate applies in the applicable London
                           interbank market.

                  (J)      Unavailability of Interest Rate. If, at any time, (i)
                           the Bank shall determine that, by reason of
                           circumstances affecting foreign exchange and
                           interbank markets generally, LIBOR deposits in the
                           applicable amounts are not being offered to the Bank;
                           or (ii) a new, or a revision in any existing law or
                           interpretation or administration (including
                           reversals) thereof by any government authority,
                           central bank or comparable agency shall make it
                           unlawful or impossible for the Bank to honor its
                           obligations under the Advances, then (A) the Bank's
                           obligation, if any, to make or maintain a LIBOR Loan
                           shall be suspended, and (B) the applicable
                           LIBOR-Based Rate shall, for the remainder of the term
                           of the Advance, immediately be converted to the Prime
                           Rate minus the Prime Rate Margin 

                  (K)      Commitment Fee. On the first Business Day after the
                           end of each calendar quarter hereafter, Borrower
                           shall pay to Bank a commitment fee equal to one
                           eighth of one (1/8%) percent on a per annum basis, of
                           the amount by which 


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                           the daily average outstanding balance of the loans
                           and letters of credit under this paragraph 2.1 are
                           less than the maximum dollar amount in effect from
                           time to time of the revolving credit facility under
                           this paragraph 2.1.

5.       Subparagraph 5.9(c) of Article IV of the Loan Agreement is hereby
                  modified to read as follows: "(c) Any mandatory prepayment
                  under (a) above shall be applied first to Second Tier Loans,
                  second to Prime Rate Loans, and third to LIBOR Loans, and as
                  to LIBOR Loans, if more than one (1) Interest Period is in
                  effect, then to such LIBOR Loans in the order of the Interest
                  Periods with the shortest remaining number of days.

6.       Paragraph 5.13 of the Loan Agreement is hereby modified to read as
                  follows:


         5.13     AUDIT AND OTHER REPORTS (A) Borrower agrees that within one
                  hundred twenty (120) days of the end of each fiscal year, it
                  will furnish Bank with detailed audited financial statements,
                  including a balance sheet, profit and loss statement, cash
                  flow statement and surplus reconciliation, certified on an
                  unqualified basis, by an independent certified public
                  accountant satisfactory to Bank and a copy of the borrower
                  10-K filing as of such year end; (B) Borrower will also
                  furnish quarterly similar statements uncertified except for a
                  certification by an officer of Borrower as to their
                  correctness and a copy of the Borrower's 10-Q filing as of
                  such quarter end within sixty (60) days of the end of each
                  fiscal quarter. All such statements shall be on a consolidated
                  and consolidating basis and in accordance with GAAP; (C)
                  simultaneous with the submission of the statements required
                  under "A" and "B" above, Borrower shall cause to be submitted
                  to Bank a certificate of the chief financial officer of
                  Borrower in the form of exhibit 5.13 annexed hereto setting
                  forth the calculations of the financial tests described in
                  paragraph 5.17 hereof and stating whether or not, to the best
                  of said officer's knowledge, after diligent inquiry a Default
                  or Event of Default exists, and if such exists, specify the
                  nature thereof and the steps Borrower is taking to remedy
                  same; (D) promptly after the furnishing thereof to third
                  parties, Borrower shall furnish to Bank copies of any
                  statements, reports, proxy material, registration 


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                  statement and prospectus furnished to any holder of any
                  securities of Borrower or filed with any regulatory agency or
                  agencies; (E) promptly, but no later than five (5) days after
                  a responsible officer of Borrower shall become aware of (i) a
                  Default or Event of Default hereunder, (ii) a Reportable Event
                  or "prohibited transaction" as such term is defined in ERISA,
                  (iii) litigation against Borrower or any Subsidiary in excess
                  of $25,000.00 not fully covered by insurance (iv) changes in
                  the executive management of Borrower or (v) the termination or
                  threatened termination of or claim of breach by Borrower or
                  any Subsidiary of any material contract, agreement or
                  obligation, or of any claim of patent infringement, Borrower
                  shall furnish to Bank a written notice specifying the
                  existence thereof and the action Borrower or any Subsidiary is
                  taking or proposes to take with respect thereto; (F) Borrower
                  will furnish to Bank prompt written notice if: (i) any
                  indebtedness of Borrower or any Subsidiary is declared or
                  shall become due and payable prior to its stated maturity, or
                  called and not paid when due or (ii) a default shall have
                  occurred under any note or the holder of any such note, or
                  other evidence of Indebtedness, certificate of security
                  evidencing any such indebtedness or any obligee with respect
                  to any Indebtedness of Borrower or any Subsidiary has the
                  right to declare any such Indebtedness due and payable prior
                  to its stated maturity as a result of such default; (G)
                  Borrower also agrees to furnish to Bank (i) with reasonable
                  promptness a copy of any "management letter" or similar report
                  furnished to it by its accountants and such other data and
                  information concerning it and its Subsidiaries as from time to
                  time may be requested by Bank and (ii) a copy of its federal
                  tax return promptly, but no later than five (5) days, after
                  the filing of same.

7.       Paragraph 5.26 of the Loan Agreement is hereby modified to read as
                  follows:


         5.26     "REPORTS OF COLLATERAL" If as of the end of any month there
                  are any outstanding loans or standby letters of credit issued
                  under paragraph 2.1 hereof, Borrower shall within fifteen (15)
                  days of the end of each such month furnish to Bank 


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<PAGE>   13

                  an aging of its Accounts, an aging of its accounts payable and
                  an inventory report and certificate, each in form satisfactory
                  to Bank.

8.       Paragraph 8.11 of the Loan Agreement is hereby modified to read as
                  follows:

         8.11     "EXPIRATION DATE" The revolving credit facility provided for
                  in paragraph 2.1 hereof shall have a term through May 31, 1997
                  or such later date as the Bank may agree to in writing. All
                  such loans and financial accommodations shall be payable on
                  the Expiration Date or as otherwise set forth in this
                  Agreement. If, on the Expiration Date, there are any
                  outstanding Bank Letters of Credit, Borrower shall, in
                  addition to paying and satisfying in full the outstanding
                  loans under paragraph 2.1, pay to Bank an amount equal to the
                  aggregate outstanding balance of all such Bank Letters of
                  Credit and which shall automatically be subject to a lien in
                  favor of Bank to secure all Liabilities to Bank including with
                  respect to said Bank Letters of Credit. Any sums paid to Bank
                  shall be applied first to the Liabilities of Borrower to Bank
                  other than with respect to said Bank Letters of Credit, in
                  such order as Bank may determine, and last to the Liabilities
                  with respect to the Bank Letters of Credit. Notwithstanding
                  the expiration of the term, the rights of Bank hereunder and
                  the obligations of Borrower hereunder, including and
                  Liabilities with respect to loans and other financial
                  accommodations made after the Expiration Date, further
                  including but not limited to the grant of security interests
                  in and liens on the Collateral as set forth in Article III
                  hereof, shall remain in full force and effect until all of the
                  Liabilities of Borrower to Bank and each Bank Affiliate are
                  satisfied in full.

9.       Article VIII of the Loan Agreement is hereby modified to add paragraphs
                  8.17 through 8.21.

         8.17     "INTEREST LIMITATION" It is the intention of Bank and Borrower
                  to conform strictly to the laws of the State of New Jersey or
                  the laws of such other jurisdiction which may be found to
                  apply to the subject transaction relating to the maximum rate
                  of interest which may be lawfully contracted for or charged.
                  Nothing contained in this Agreement or any other Loan Document
                  shall be construed to mean that Borrower has 


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<PAGE>   14

                  contracted to pay or is obligated to pay any sum or sums to
                  Bank in excess of those which may lawfully be charged or
                  contracted for under applicable law of the State of New Jersey
                  or other applicable law. If any provision of this Agreement or
                  any of the other Loan Documents shall require payment of any
                  sum or sums of interest in excess of the maximum permitted
                  rate which may be lawfully contracted for or charged, then
                  Borrower and Bank agree that such result is as a consequence
                  of their inadvertence and/or mistake, and the interest charge
                  for which Borrower is liable under this instrument shall be
                  recomputed for the sole and limited purpose of determining the
                  extent of the obligations and liabilities of Borrower to Bank
                  so that the interest charges for which Borrower is liable
                  shall not exceed the maximum permitted rate which is
                  determined to be applicable. Additionally, any sums of
                  interest which are collected by Bank from Borrower or other
                  source in connection with the loan evidenced hereby which are
                  in excess of the maximum permitted rate shall, for the sole
                  and limited purpose of determining the extent of the
                  obligations and liabilities of Borrower to Bank, be credited
                  against the amount of principal for which Borrower is liable
                  to Bank after giving effect to any recomputation and
                  adjustment required pursuant to the foregoing provisions of
                  this section, or if such outstanding principal balance and
                  interest are paid in full, any such excess shall be remitted
                  by Bank to Borrower.

         8.18     'INDEMNIFICATION' Borrower hereby agrees to and does hereby
                  indemnify, protect, defend and save harmless Bank and any
                  member, officer, director, official, agent, employee and
                  attorney of Bank, and its respective heirs, successors and
                  assigns (collectively, the "Indemnified Parties"), from and
                  against any and all losses, damages, expenses or liabilities
                  of any kind or nature and from any suits, claims or demands,
                  including reasonable counsel fees incurred in investigating or
                  defending such claim, suffered by any of them and caused by,
                  relating to, arising out of, resulting from, or in any way
                  connected with the Loan Documents and the transactions
                  contemplated therein or the Collateral (unless caused by the
                  gross negligence or willful misconduct 


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<PAGE>   15

                  of the Indemnified Parties) including, without limitation: (i)
                  losses, damages, expenses or liabilities sustained by Bank in
                  connection with any environmental cleanup or other remedy
                  required or mandated by any environmental law; (ii) any untrue
                  statement of a material fact contained in information
                  submitted to Bank by Borrower and/or any Obligor or the
                  omission of any material fact necessary to be stated therein
                  in order to make such statement not misleading or incomplete;
                  (iii) the failure of Borrower and/or any Obligor to perform
                  any obligations herein required to be performed by Borrower
                  and/or any Obligor; and (iv) the ownership, construction,
                  occupancy, operations, use and maintenance of any of
                  Borrower's and/or the Obligor's properties. The provisions of
                  this paragraph shall survive termination of this Agreement and
                  the other Loan Documents.

         8.19     SEVERABILITY AND CONSISTENCY The illegality, unenforceability
                  or inconsistency of any provisions of this Agreement or any
                  instrument or agreement required hereunder shall not in any
                  way affect or impair the legality, enforceability or
                  consistency of the remaining provisions of this Agreement or
                  any instrument or agreement required hereunder. The Loan
                  Documents are intended to be consistent. However, in the event
                  of any inconsistencies among any of the Loan Documents, such
                  inconsistency shall not affect the validity or enforceability
                  of Loan Document. The Borrower agrees that in the event of any
                  inconsistency or ambiguity in any of the Loan Documents, the
                  Loan Documents shall not be construed against any one party
                  but shall be interpreted consistent with the Bank's policies
                  and procedures.

         8.20     INTEGRATION; NO THIRD PARTY BENEFICIARY This Agreement and the
                  other Loan Documents constitute the sole agreement of the
                  parties with respect to the subject matter hereof and thereof
                  and supersede all oral negotiations and prior writings with
                  respect to the subject matter hereof and thereof. The Borrower
                  and the Bank do not intend any of the benefits of this
                  Agreement to inure to any third party, and no third party
                  shall have any status, right, or entitlement under this
                  Agreement.



                                      -15-
<PAGE>   16

         8.21     JUDICIAL PROCEEDINGS; WAIVERS THE BORROWER AND THE BANK
                  ACKNOWLEDGE AND AGREE THAT (i) ANY SUIT, ACTION OR PROCEEDING,
                  WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY THE
                  BANK OR THE BORROWER OR ANY SUCCESSOR OR ASSIGN OF THE BANK OR
                  THE BORROWER, OR ON WITH RESPECT TO THIS AGREEMENT OR ANY
                  OTHER LOAN DOCUMENT OR THE DEALINGS OF THE PARTIES WITH
                  RESPECT HERETO OR THERETO SHALL BE TRIED ONLY BY A COURT AND
                  NOT BY A JURY AND EACH PARTY WAIVES THE RIGHT TO TRIAL BY
                  JURY; (ii) EACH WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
                  RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL,
                  EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES
                  OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; AND (ii) THIS
                  SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT
                  AND THE BANK WOULD NOT EXECUTE THIS AGREEMENT IF THE WAIVERS
                  SET FORTH IN THIS SECTION WERE NOT A PART OF THIS AGREEMENT.

10.      Borrower acknowledges that as of the date hereof there is owing by
Borrower to Bank on account of the revolving credit facility provided for in
paragraph 2.1 of the Loan Agreement the principal sum of $zero plus interest,
which sum is owing without defense, set off or counterclaim, and Bank has, under
said paragraph 2.1, issued on behalf of Borrower standby letters of credit in
the aggregate outstanding sum of $2,030,142.51.

11.      Borrower represents that:

         (a) each and every representation heretofore made by Borrower in the
Loan Agreement is true and correct as of the date of this Modification
Agreement,



                                      -16-
<PAGE>   17

         (b) no consent or approval of, or exemption by any person is required
to authorize, or is otherwise required in connection with the execution and
delivery of this Modification Agreement and the other loan documents provided
for herein, which has not been obtained and which remains in full force and
effect,

         (c) Borrower has the power to execute, deliver and carry out this
Modification Agreement and all documents executed in connection herewith, and
this Modification Agreement and such other documents are valid, binding and
enforceable as against Borrower in accordance with their terms,

         (d) no material adverse change in the financial condition of Borrower
has occurred since the date of the most recent financial statements of Borrower
dated March 31, 1996 submitted to Bank, and the information contained in said
statements and reports is true and correctly reflects the financial condition of
Borrower as of the dates of the statements and reports, and such statements and
reports have been prepared in accordance with GAAP and do not contain any
material misstatement of fact or omit to state any facts necessary to make the
statements contained therein not misleading, and

         (e) No Default or Event of Default exists under the Loan Agreement.

12.      Borrower hereby confirms the security interests and liens granted by
Borrower to Bank in and to the Collateral in accordance with the Loan Agreement
and other Loan Documents as security for its Liabilities to Bank.

13.      Borrower agrees to pay any and all expenses, including reasonable
counsel fees and disbursements, incurred by Bank in connection with the
preparation and execution of this Modification Agreement and all other documents
executed in connection herewith.

14.      This Modification Agreement is intended to supplement and modify the
Loan and Security Agreement dated August 5, 1987 as modified between FFBNANJ and
Borrower and the rights and obligations of the parties under said Loan and
Security Agreement and all other Loan Documents shall not in any way be vacated,
modified or terminated except as herein provided. All terms and conditions
contained in each and every agreement or promissory note or other evidence of
indebtedness of Borrower to Bank are incorporated herein by reference. If there
is a conflict between 


                                      -17-
<PAGE>   18

any of the provisions heretofore entered into and the provisions of this
Modification Agreement, then the provisions of this Modification Agreement shall
govern.

15.      This Modification Agreement shall be construed in accordance with the
substantive laws of the State of New Jersey without regard to conflict of laws.

         IN WITNESS WHEREOF, the parties hereto have caused this Modification
Agreement to be executed and delivered as of the day and year first above
written.

                                        ALPHANET SOLUTIONS, INC.

                                        BY: /s/ GARY FINKEL
                                            ---------------------------
                                        NAME: Gary Finkel
                                        TITLE: Vice President and
                                               Chief Financial Officer
                                               

                                        FIRST UNION NATIONAL BANK

                                        BY: /s/ CHRISTOPHER M. MCLAUGHLIN
                                           ---------------------------------
                                        NAME: Christopher M. McLaughlin
                                        TITLE: Vice President



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