SECURITIES PURCHASE AGREEMENT


           This SECURITIES  PURCHASE AGREEMENT (the "Agreement") is entered into
as of January 14, 2000, by and among  NEX-I.COM  INC., a New Jersey  corporation
(the "Company"),  with its principal office located at 7 Wall Street, Princeton,
New Jersey 08540,  ALPHANET  SOLUTIONS,  INC., a New Jersey corporation with its
principal office located at 7 Ridgedale Avenue,  Cedar Knolls,  New Jersey 07927
("AlphaNet") and FALLEN ANGEL EQUITY FUND, L.P., a Delaware limited partnership,
with its principal office located at 960 Holmdel Road, Holmdel, New Jersey 07733
("Fallen Angel"),  and JOHN L. STEFFENS,  an individual residing at 358 Wendover
Drive,  Princeton,  New Jersey 08540 ("Steffens," and together with AlphaNet and
Fallen Angel, the "Purchasers").

                                    RECITALS

           WHEREAS, the Company and Purchasers are executing and delivering this
Agreement in reliance upon the exemption from securities  registration  afforded
by the provisions of Regulation D ("Regulation D"), as promulgated by the United
States  Securities and Exchange  Commission (the "SEC") under the Securities Act
of 1933, as amended (the "Securities Act");

           WHEREAS,  the Company is  contemporaneously  offering to AlphaNet the
right  of first  refusal  to  provide  certain  services  to the  Company  on an
exclusive basis;

           WHEREAS, Purchasers desire to purchase at the Closing (as hereinafter
defined),  upon the terms and conditions stated in this Agreement,  an aggregate
of three million nine hundred  thirty seven  thousand  five hundred  (3,937,500)
shares of the Company's Series A Convertible  Participating Preferred Stock (the
"Preferred Shares"),  convertible into shares of the Company's Common Stock, par
value  $0.01  per  share  (the   "Common   Stock"),   as  set  forth  herein  (a
"Conversion"), for the aggregate purchase price of Two Million Two Hundred Fifty
Thousand One and 69/100 U.S. Dollars ($2,250,001.69). The shares of Common Stock
to be issued to the  Purchasers  upon  conversion  of the  Preferred  Shares are
referred to herein as the "Common  Shares." The Preferred  Shares and the Common
Shares are collectively referred to herein as the "Securities;" and

           WHEREAS,  contemporaneously  with the  execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement in the form  attached  hereto as Exhibit A (the  "Registration  Rights
Agreement"),  pursuant  to which  the  Company  has  agreed to  provide  certain
registration  rights  under  the  Securities  Act,  the  rules  and  regulations
promulgated thereunder and applicable state securities laws.

                                   AGREEMENTS

           NOW,  THEREFORE,  in consideration of the foregoing  promises and the
undertakings  set forth herein,  the Company and each Purchaser  hereby agree as
follows:



<PAGE>


                                    ARTICLE I

                      CORPORATE ORGANIZATION OF THE COMPANY

           The Company  warrants to the Purchasers that nex-i.com,  L.L.C.  (the
"LLC"), a New Jersey limited liability company, (i) has merged with and into the
Company (the "Merger"),  and pursuant to the Merger,  all assets of the LLC have
become the assets of the Company,  and (ii) that prior to the Merger,  nex-i.com
inc. had no  liabilities  and  conducted no business.  References  herein to the
"Company" shall include the LLC together with the Company.


                                   ARTICLE II

                      PURCHASE AND SALE OF PREFERRED SHARES

           2.1 Purchase of Preferred Shares. Subject to the terms and conditions
of this Agreement, the issuance, sale and purchase of the Preferred Shares shall
be consummated at Closing (as hereinafter  defined). On the date of the Closing,
subject to the  satisfaction  or waiver of the  conditions set forth in Articles
VII and VIII hereof, the Company shall issue and sell to the Purchasers, and the
Purchasers  severally  and not jointly  agree to purchase  from the Company,  an
aggregate of 3,937,500  Preferred  Shares,  as specified below the signature for
each such  Purchaser  on this  Agreement,  for an  aggregate  $2,250,001.69,  or
$0.571429 per share (the "Purchase  Price").  The certificates  representing the
Preferred Shares shall be substantially in the form of Exhibit B annexed hereto.

           2.2 Form of Payment. AlphaNet and Fallen Angel shall pay the Purchase
Price for the  Preferred  Shares that they are  acquiring by wire transfer to an
account  designated by the Company.  Steffens shall pay for the Preferred Shares
that he is acquiring by the forgiveness of a promissory note, dated December 23,
1999,  owing  from the  Company  to  Steffens.  Upon  receipt  of payment of the
Purchase Price, the Company shall deliver the Preferred Shares to the Purchasers

           2.3  Closing  Date.  Subject to the  satisfaction  (or waiver) of the
conditions  set forth in Articles VII and VIII hereof,  the date and time of the
Closing  shall be at 2:00  p.m.  New  Jersey  time,  on  January  14,  2000 (the
"Closing").


                                   ARTICLE III

                          TERMS OF THE PREFERRED SHARES

           Prior  to  Closing,  the  Company  shall  amend  its  Certificate  of
Incorporation to create the Preferred  Shares,  which shall have the terms which
are set forth on Exhibit C annexed hereto (the "Terms of the Preferred Shares").
The  Company  agrees  that the Terms of the  Preferred  Shares as  specified  in
Exhibit C shall be set forth in, and made a part of, the  Company's  Certificate
of Incorporation.
                                   ARTICLE IV

                   PURCHASERS' REPRESENTATIONS AND WARRANTIES

           Each Purchaser  represents and warrants to the Company as of the date
hereof  and as of the date of  Closing,  severally  and solely  with  respect to
itself and its purchase  hereunder and not with respect to any other  Purchaser,
as set forth in this Article IV. Each Purchaser  makes no other  representations
or  warranties,  express  or  implied,  to the  Company in  connection  with the
transactions  contemplated  hereby  and any and all  prior  representations  and
warranties,  if any, which may have been made by the Purchaser to the Company in
connection  with the  transactions  contemplated  hereby shall be deemed to have
been merged in this Agreement and any such prior representations and warranties,
if any, shall not survive the execution and delivery of this Agreement.

           4.1  Investment  Purpose.  Purchasers  are  purchasing  the Preferred
Shares for each  Purchaser's  own  account  for  investment  only and not with a
present  view  toward or in  connection  with the  public  sale or  distribution
thereof in violation of the applicable  securities  laws.  Purchasers  will not,
directly or indirectly, offer, sell, pledge or otherwise transfer the Securities
or any interest therein except pursuant to transactions that are exempt from the
registration  requirements of the Securities Act and/or sales  registered  under
the Securities Act, the rules and regulations  promulgated  pursuant thereto and
applicable state securities laws. By making the  representations in this Section
4.1, each  Purchaser  does not agree to hold the  Securities  for any minimum or
other  specific term and reserves the right to dispose of the  Securities at any
time in accordance with or pursuant to a registration  statement or an exemption
from  registration  under the Securities Act and any applicable state securities
laws.

           4.2  Accredited  Investor  Status.  Each  Purchaser is an "accredited
investor"  as that term is  defined  in Rule  501(a) of  Regulation  D, and each
Purchaser  has  indicated  on  a  duly  executed   Investor   Questionnaire  and
Representation  Agreement  in the form  attached  hereto  as  Exhibit D in which
capacity that it so qualifies as an "accredited investor."

           4.3  Reliance on  Exemptions.  Each  Purchaser  understands  that the
Preferred  Shares are being  offered and sold to  Purchasers  in  reliance  upon
specific exemptions from the registration  requirements of United States federal
and state  securities  laws and that the  Company is relying  upon the truth and
accuracy  of,  and  each  Purchaser's   compliance  with,  the  representations,
warranties, agreements, acknowledgments and understandings of each Purchaser set
forth herein in order to determine the  availability  of such exemptions and the
eligibility of each Purchaser to acquire the Preferred Shares.

           4.4  Information.  Each  Purchaser  has been  furnished  the  Company
Documents (as defined in Section 5.6 hereof), including,  without limitation and
to the  fullest  extent  applicable,  the  Financial  Statements  (as defined in
Section 5.6 hereof).  The Purchasers  have been afforded the  opportunity to ask
questions  of the  Company  and have  received  what  Purchasers  believe  to be
complete and satisfactory answers to any such inquiries.  Neither such inquiries
nor any other due  diligence  investigation  conducted by  Purchasers  or any of
their  representatives nor any other disclosures or documents (including without
limitation  the Company  Documents)  shall modify,  amend or affect  Purchasers'
right to rely on the Company's  representations and warranties contained in this
Agreement or in any Exhibit  hereto or in any  certificate  issued in connection
herewith or therewith.

           4.5 Governmental Review.  Purchasers understand that no United States
federal  or state  agency or any other  government  or  governmental  agency has
passed upon or made any recommendation or endorsement of the Securities.

           4.6  Transfer  or Resale.  Purchasers  understand  that (i) except as
provided in the Registration Rights Agreement,  the Securities have not been and
are not being  registered under the Securities Act or any state securities laws,
and  may  not  be  offered,   sold,  pledged  or  otherwise  transferred  unless
subsequently  registered  thereunder or an exemption from such  registration  is
available  (which  exemption the Company  expressly agrees may be established as
contemplated  in clauses  (b) and (c) of Section 7.1  hereof);  (ii) any sale of
such  Securities  made in  reliance on Rule 144 under the  Securities  Act (or a
successor  rule) ("Rule 144") may be made only in  accordance  with the terms of
Rule  144 and  further,  if  Rule  144 is not  applicable,  any  resale  of such
Securities without  registration under the Securities Act under circumstances in
which the seller may be deemed to be an underwriter  (as that term is defined in
the Securities  Act) may require  compliance with some other exemption under the
Securities  Act or the rules and  regulations of the SEC  thereunder,  and (iii)
neither  the Company nor any other  person is under any  obligation  to register
such  Securities  under the  Securities Act or any state  securities  laws or to
comply with the terms and conditions of any exemption  thereunder (in each case,
other than pursuant to this  Agreement or the  Registration  Rights  Agreement).
Notwithstanding the foregoing or anything else contained herein to the contrary,
the  Securities  may be  pledged as  collateral  in  connection  with any margin
account or other lending arrangement.

           4.7  Legends.  Purchasers  understand  that,  subject to Article  VII
hereof,  the  certificates  for the Preferred Shares and, until such time as the
Common Shares have been  registered  under the Securities Act as contemplated by
the Registration Rights Agreement or otherwise may be sold by Purchaser pursuant
to Rule 144  (subject to and in  accordance  with the  procedures  specified  in
Article  VII  hereof),  the  certificates  for the  Common  Shares,  will bear a
restrictive legend (the "Legend") in substantially the following form:

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE OF
THE UNITED STATES. THE SECURITIES  REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
FOR THE SECURITIES UNDER APPLICABLE  SECURITIES LAWS OR UNLESS OFFERED,  SOLD OR
TRANSFERRED   PURSUANT  TO  AN  AVAILABLE   EXEMPTION   FROM  THE   REGISTRATION
REQUIREMENTS OF THOSE LAWS.

           4.8 Authorization:  Enforcement.  This Agreement and the Registration
Rights Agreement have been duly and validly  authorized,  executed and delivered
on behalf of  Purchasers  and are valid and  binding  agreements  of  Purchasers
enforceable in accordance with their respective terms,  except (i) to the extent
that such  validity  or  enforceability  may be  subject to or  affected  by any
bankruptcy, insolvency, reorganization,  moratorium, liquidation or similar laws
relating to, or affecting  generally the  enforcement of,  creditors'  rights or
remedies of creditors  generally,  or by other  equitable  principles of general
application,  and  (ii) as  rights  to  indemnity  and  contribution  under  the
Registration  Rights  Agreement  may be limited  by Federal or state  securities
laws.

           4.9 Residency.  Each Purchaser is a resident of the  jurisdiction set
forth under Purchaser's name on the signature page of this Agreement.


                                    ARTICLE V

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

           The Company  represents and warrants to the Purchasers as of the date
hereof and as of the date of Closing as set forth in this Article V. The Company
makes no  other  representations  or  warranties,  express  or  implied,  to the
Purchasers in connection with the transactions  contemplated  hereby and any and
all prior  representations  and warranties,  if any, which may have been made by
the Company to the Purchasers in connection with the  transactions  contemplated
hereby shall be deemed to have been merged in this  Agreement and any such prior
representations  and  warranties,  if any,  shall not survive the  execution and
delivery of this Agreement.

           5.1 Organization and Qualification.  Prior to the Merger, the Company
existed as a limited  liability  company and was duly  organized and existing in
good standing under the laws of the State of New Jersey.  Upon the effectiveness
of the  Merger,  the  Company  became,  and  presently  is, a  corporation  duly
organized  and  existing  in good  standing  under  the laws of the State of New
Jersey. The Company, and its subsidiaries,  if any, have the requisite corporate
power to own its properties and to carry on its business as now being conducted.
The Company has no subsidiaries  other than as set forth in Schedule 5.1 hereof,
and is duly  qualified  as a foreign  corporation  to do business and is in good
standing  in every  jurisdiction  where the  failure so to qualify or be in good
standing would have a Material Adverse Effect.  "Material  Adverse Effect" means
any effect which, individually or in the aggregate with all other effects, is or
could  reasonably  be  expected  to  be  materially  adverse  to  the  business,
operations,  properties,  financial condition, operating results or prospects of
the Company,  and its subsidiaries,  taken as a whole on a consolidated basis or
on the transactions contemplated hereby or on any of the Securities.

           5.2       Authorization: Enforcement.

                     (a) The  Company  has the  requisite  corporate  power  and
authority to enter into and perform this Agreement and the  Registration  Rights
Agreement,  and to issue,  sell and perform its obligations  with respect to the
Preferred  Shares  in  accordance  with the  terms  hereof  and the terms of the
Preferred  Shares,  to issue the Common Shares upon  conversion of the Preferred
Shares, in accordance with the terms and conditions of the Preferred Shares; (b)
the execution,  delivery and performance of this Agreement and the  Registration
Rights  Agreement by the Company and the  consummation by it of the transactions
contemplated  hereby and thereby  (including  without limitation the issuance of
the Preferred Shares and the issuance and reservation for issuance of the Common
Shares) have been duly authorized by all necessary  corporate action and, except
as set forth on Schedule  5.2 hereof and except as  contemplated  by Section 5.5
hereof,  no  further  consent  or  authorization  of the  Company,  its board of
directors,  or its  stockholders  or any other  person,  body or agency,  and no
filing with any person,  body or agency,  is required with respect to any of the
transactions  contemplated  hereby or thereby;  (c) this Agreement has been, and
upon Closing,  the  Registration  Rights  Agreement and the certificates for the
Preferred Shares will have been duly executed and delivered by the Company;  and
(d) this  Agreement  constitutes,  and upon  Closing,  the  Registration  Rights
Agreement and the Preferred  Shares will  constitute,  legal,  valid and binding
obligations of the Company  enforceable  against the Company in accordance  with
their  respective  terms,  except  (i) to  the  extent  that  such  validity  or
enforceability  may be subject to or  affected  by any  bankruptcy,  insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally  the  enforcement  of,  creditors'  rights or  remedies  of
creditors  generally,  or by other equitable  principles of general application,
and (ii) as rights to indemnity and contribution  under the Registration  Rights
Agreement may be limited by Federal or state securities laws.

           5.3 Capitalization.  The capitalization of the Company, including the
authorized  capital  stock,  the number of shares  issued and  outstanding,  the
number of shares  reserved for issuance  pursuant to the Company's  stock option
plans, the number of shares reserved for issuance  pursuant to securities (other
than the Preferred Shares)  exercisable for, or convertible into or exchangeable
for any  shares of  Common  Stock and the  number of shares to be  reserved  for
issuance upon  conversion of the Preferred  Shares is set forth in Schedule 5.3.
All of such outstanding shares of capital stock have been, or upon issuance will
be, validly issued, fully paid and nonassessable.  No shares of capital stock of
the Company  (including the Common  Shares) are subject to preemptive  rights or
any other  similar  rights of the  stockholders  of the  Company or of any other
person  or entity  which  have not been  satisfied  or  waived,  or any liens or
encumbrances.  Except  as  disclosed  in  Schedule  5.3,  as of the date of this
Agreement  and as of the Closing  Date,  (i) there are no  outstanding  options,
warrants,  scrip, rights to subscribe for, calls or commitments of any character
whatsoever  relating to, or securities or rights convertible into or exercisable
or  exchangeable  for, any shares of capital  stock of the Company or any of its
subsidiaries, or contracts, commitments, understandings or arrangements by which
the  Company  or  any of  its  subsidiaries  is or may  become  bound  to  issue
additional  shares of capital  stock of the Company or any of its  subsidiaries,
and (ii) issuance of the  Securities  will not trigger  antidilution  or similar
rights for any other present or future  outstanding or authorized  securities of
the Company or any of its  subsidiaries,  and (iii) there are no  agreements  or
arrangements under which the Company or any of its subsidiaries are obligated to
register the sale of any of its or their  securities  under the  Securities  Act
(except the Registration  Rights  Agreement).  The Company has furnished to each
Purchaser true and correct copies of the Company's  Certificate of Formation and
Operating Agreement, as in effect prior to the Merger, the Company's Certificate
of  Incorporation  as in effect on the date  hereof  and on the date of  Closing
("Certificate of Incorporation"),  and the Company's By-laws as in effect on the
date  hereof and on the date of Closing  (the  "By-laws").  The  Company has set
forth on Schedule 5.3 all instruments and agreements (other than the Certificate
of Incorporation  and By-laws)  governing or concerning  securities  convertible
into or  exercisable  or  exchangeable  for Common Stock of the Company (and the
Company shall provide to each Purchaser  copies thereof upon the request of such
Purchaser).

           5.4 Issuance of Shares.  The Common  Shares are duly  authorized  and
reserved for issuance,  and, upon  conversion of the Preferred  Shares,  will be
validly issued,  fully paid and non-assessable,  and free from all taxes, liens,
claims and  encumbrances  directly  or  indirectly  imposed or  suffered  by the
Company  or any  of its  subsidiaries,  will  be  entitled  to  all  rights  and
preferences accorded to a holder of Common Stock, shall be entitled to be traded
on any markets and  exchanges as the other shares of Common Stock of the Company
may be traded,  and will not be subject to  preemptive  rights or other  similar
rights of  stockholders  of the  Company or of any other  person or entity.  The
Preferred  Shares  are  duly  authorized  and  validly  issued,  fully  paid and
nonassessable,  and free from all liens,  claims and  encumbrances  directly  or
indirectly imposed or suffered by the Company, any of its subsidiaries or any of
its  affiliates  and will not be subject to  preemptive  rights or other similar
rights of stockholders of the Company or of any other person or entity.

           5.5 No Conflicts.  The  execution,  delivery and  performance of this
Agreement,  the Preferred  Shares and the  Registration  Rights Agreement by the
Company, and the consummation by the Company of transactions contemplated hereby
and thereby  (including,  without  limitation,  the issuance and reservation for
issuance, as applicable, of the Preferred Shares and the Common Shares) will not
(a) result in a violation of the Certificate of  Incorporation or By-laws or (b)
conflict  with,  or constitute a default (or an event which with notice or lapse
of time or both would become a default)  under,  or give to others any rights of
termination,   amendment,   acceleration  or  cancellation  of,  any  agreement,
indenture or  instrument  to which the Company or any of its  subsidiaries  is a
party,  or (c)  result  in a  violation  of any law,  rule,  regulation,  order,
judgment  or  decree  (including  U.S.  federal  and state  securities  laws and
regulations)  applicable to the Company or any of its subsidiaries,  or by which
any  property  or asset of the Company or any of its  subsidiaries,  is bound or
affected. Neither the Company nor any of its subsidiaries is in violation of its
Certificate of Incorporation or other organizational  documents, and neither the
Company nor any of its  subsidiaries  is in default  (and no event has  occurred
which has not been waived which, with notice or lapse of time or both, would put
the Company or any of its subsidiaries in default) under, nor has there occurred
any event  giving  others  (with  notice or lapse of time or both) any rights of
termination,   amendment,   acceleration  or  cancellation  of,  any  agreement,
indenture or  instrument  to which the Company or any of its  subsidiaries  is a
party,  except  for  possible  violations,  defaults  or  rights  as would  not,
individually or in the aggregate, have a Material Adverse Effect. The businesses
of the Company and its subsidiaries  are not being  conducted,  and shall not be
conducted  so  long  as  any  of the  Purchasers  (or  any  direct  or  indirect
transferee,  assignee  or  participant  of a  Purchaser  or of such  transferee,
assignee or  participant  in a  transaction  of the type  referred to in Section
7.1(b) below ("Purchaser  Transferee")) owns any of the Securities, in violation
of any law,  ordinance or  regulation  of any  governmental  entity,  except for
possible  violations  the  sanctions  for which  either  individually  or in the
aggregate  would  not have a  Material  Adverse  Effect.  Except as set forth on
Schedule 5.5, or except (A) such as may be required  under the Securities Act in
connection  with  the  performance  of  the  Company's   obligations  under  the
Registration  Rights  Agreement,  (B)  filing of a Form D with the SEC,  and (C)
compliance   with  the  state   securities   or  Blue  Sky  laws  of  applicable
jurisdictions,  the Company is not required to obtain any consent, authorization
or order of, or make any filing or registration  with, any court or governmental
agency or any regulatory or  self-regulatory  agency in order for it to execute,
deliver or perform any of its obligations  under this  Agreement,  the Preferred
Shares or the  Registration  Rights  Agreement or to perform its  obligations in
accordance with the terms hereof or thereof.

           5.6  Information.  Except as disclosed  in Schedule  5.6 hereof,  the
Company  has  delivered  to each  Purchaser  true  and  complete  copies  of all
materials  relating to the business,  finances and operations of the Company and
materials  relating  to the offer  and sale of the  Securities  which  have been
specifically requested by the Purchasers (collectively, the "Company Documents")
which include,  without  limitation and to the fullest extent applicable (i) the
Company's  monthly  financial  statements  for the period of the duration of the
Company  through  November  30, 1999 and (ii) in the event that  Closing  occurs
after January 31, 2000, the Company's audited Financial  Statements for the year
ended December 31, 1999. The financial  statements  referenced in Section 5.6(i)
and (ii) are collectively referred to herein as the "Financial  Statements." The
Financial  Statements  have been  prepared  in  accordance  with  United  States
Generally Accepted Accounting Principles ("GAAP"),  consistently applied (except
(A) as may be otherwise  indicated  in such  Financial  Statements  or the notes
thereto, or (B) in the case of unaudited interim statements,  to the extent they
do not include  footnotes or are condensed or summary  statements)  and,  fairly
present in all material  respects  the  consolidated  financial  position of the
Company  and its  consolidated  subsidiaries  as of the  dates  thereof  and the
consolidated  results of their  operations  and cash flows for the periods  then
ended  (subject,  in the case of  unaudited  statements,  to normal,  immaterial
year-end  audit  adjustments).  None of the  Financial  Statements or any of the
other Company Documents delivered to the Purchasers contain any untrue statement
of a material  fact or omitted to state a material  fact  required  to be stated
therein or necessary  in order to make the  statements  therein not  misleading.
Except as set  forth in the  Financial  Statements  or the  notes  thereto,  the
Company has no liabilities,  contingent or otherwise, other than (1) liabilities
incurred  in the  ordinary  course of  business  consistent  with past  practice
subsequent to the date of such financial  statements and (2)  obligations  under
contracts and commitments incurred in the ordinary course of business consistent
with past practice and (3)  liabilities  not required under  generally  accepted
accounting  principles  to be  reflected  in the  Financial  Statements,  which,
individually or in the aggregate,  are not material to the financial  condition,
business, operations,  properties, operating results or prospects of the Company
and  its  subsidiaries  or to the  transactions  contemplated  hereby  or to the
Securities.  Except as set  forth in  Schedule  5.6,  none of the  Company,  its
subsidiaries or, to the best knowledge of the Company,  any of the other parties
thereto,  is in breach or violation of any  contract,  which breach or violation
could  reasonably  be  expected  to have a Material  Adverse  Effect.  No event,
occurrence  or condition  exists  which,  with the lapse of time,  the giving of
notice,  or both,  would  become a default by the  Company  or its  subsidiaries
thereunder which could reasonably be expected to have a Material Adverse Effect.

           5.7 Absence of Certain  Changes.  Since November 30, 1999,  there has
been no material  adverse  change and no  material  adverse  development  in the
business, properties,  operations, financial condition, results of operations or
prospects of the Company, except as disclosed in Schedule 5.7.

           5.8 Absence of Litigation. Except as disclosed in Schedule 5.8, there
is no action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, or self-regulatory organization or body pending
or, to the  knowledge  of the  Company  or any of its  subsidiaries,  threatened
against or  affecting  the  Company,  any of its  subsidiaries,  or any of their
respective  directors  or  officers  in their  capacities  as such,  which could
reasonably be expected to result in an unfavorable  decision,  ruling or finding
which  would  have a  Material  Adverse  Effect or would  adversely  affect  the
transactions contemplated by this Agreement or any of the documents contemplated
hereby or which would adversely affect the validity or enforceability of, or the
authority  or ability of the  Company to perform  its  obligations  under,  this
Agreement  or any of such  other  documents.  There  are no  facts  known to the
Company which, if known by a potential claimant or governmental authority, could
reasonably be expected to give rise to a claim or proceeding  which, if asserted
or conducted with results unfavorable to the Company or any of its subsidiaries,
could reasonably be expected to have a Material Adverse Effect.

           5.9 Disclosure. No information,  statement or representation relating
to or  concerning  the  Company  or any of its  subsidiaries  set  forth in this
Agreement  contains  an untrue  statement  of a material  fact.  No  information
relating to or concerning  the Company or any of its  subsidiaries  set forth in
any of the Company Documents or the Financial Statements contains a statement of
material fact that was untrue as of the date or dates such Company  Document was
delivered  to the  Purchasers.  The  Company  has not  herein or in the  Company
Documents  omitted  to  state a  material  fact  necessary  in order to make the
statements  and  representations  made  herein  or  therein,  in  light  of  the
circumstances under which they were made, not misleading.

           5.10   Acknowledgment.   Regarding   Purchasers'   Purchase   of  the
Securities,  the Company  acknowledges and agrees that Purchasers are not acting
as financial  advisors or fiduciaries of the Company or any of its  subsidiaries
(or in any similar  capacity) with respect to this Agreement or the transactions
contemplated  hereby,  that  this  Agreement  and the  transaction  contemplated
hereby,  and the  relationship  between  the  Purchasers  and the  Company,  are
"arms-length,"  and that any statement made by a Purchaser  (except as set forth
in  Article  IV)  or any of  their  respective  representatives  or  agents,  in
connection with this Agreement, and the transactions  contemplated hereby is not
advice or a recommendation, is merely incidental to such Purchaser's purchase of
the  Securities and (except as set forth in Article IV) has not been relied upon
as such in any way by the  Company,  its  officers  or  directors.  The  Company
further  represents to Purchaser that the Company's  decision to enter into this
Agreement and the transactions  contemplated hereby have been based solely on an
independent evaluation by the Company and its representatives.

           5.11 No General Solicitation. Neither the Company nor any distributor
participating on the Company's behalf in the  transactions  contemplated  hereby
(if any) nor any person  acting for the Company,  or any such  distributor,  has
conducted  any  "general  solicitation,"  as  described  in  Rule  502(c)  under
Regulation D, with respect to any of the Securities being offered hereby.

           5.12 No  Integrated  Offering.  Neither the  Company,  nor any of its
affiliates,  nor any  person  acting on its or their  behalf,  has  directly  or
indirectly  made any offers or sales of any security or solicited  any offers to
buy any security under  circumstances that would either require  registration of
any of the  Securities  under  the  Act  or  prevent  the  parties  hereto  from
consummating,  or delay or interfere with the  consummation of, the transactions
contemplated  hereby  pursuant to an exemption from the  registration  under the
Securities  Act pursuant to the  provisions of  Regulation  D. The  transactions
contemplated  hereby  are  exempt  from  the  registration  requirements  of the
Securities  Act,  assuming  the  accuracy of the  relevant  representations  and
warranties  herein  contained of the Purchasers to the extent  relevant for such
determination.

           5.13 No Brokers.  Except as set forth on Schedule  5.13,  the Company
has taken no action, directly or indirectly,  which would give rise to any claim
by any person for brokerage  commissions,  finder's fees or similar  payments by
Purchasers relating to this Agreement or the transactions  contemplated  hereby.
The Company will indemnify the Purchasers from and against any fees and expenses
(including without limitation  reasonable attorneys fees and expenses) sought or
other claims made any broker.

           5.14  Intellectual  Property.  Except as disclosed in Schedule  5.14,
each of the Company and its subsidiaries  owns, is licensed to use, or possesses
adequate  and   enforceable   rights  to  use  all  material   patents,   patent
applications,  trademarks,  trademark applications,  trade names, service marks,
copyrights, copyright applications,  licenses, know-how (including trade secrets
and  other   unpatented   and/or   unpatentable   proprietary  or   confidential
information,  systems or procedures)  and other similar  rights and  proprietary
knowledge (collectively, "Intangibles") used or necessary for the conduct of its
business as now being  conducted.  To the Company's  best  knowledge,  except as
disclosed  in Schedule  5.14,  neither the  Company  nor any  subsidiary  of the
Company  infringes on or is in conflict  with any right of any other person with
respect  to any  Intangibles  nor is there any claim of  infringement  made by a
third party against or involving the Company or any of its  subsidiaries,  which
infringement,  conflict  or  claim,  individually  or in  the  aggregate,  could
reasonably be expected to result in an unfavorable  decision,  ruling or finding
which would have a Material Adverse Effect.

           5.15 Key Employees. Each Key Employee (as defined below) is currently
serving the Company in the capacity disclosed in Schedule 5.15. No Key Employee,
to the best of the knowledge of the Company and its subsidiaries,  is, or is now
expected to be, in violation of any material  term of any  employment  contract,
confidentiality,    disclosure    or    proprietary    information    agreement,
non-competition agreement, or any other contract or agreement or any restrictive
covenant, and the continued employment of each Key Employee does not subject the
Company or any of its  subsidiaries  to any liability with respect to any of the
foregoing  matters.  No Key  Employee  has, to the best of the  knowledge of the
Company and its subsidiaries, any intention to terminate his employment with, or
services to, the Company or any of its  subsidiaries.  "Key Employee"  means Ira
Baseman and Michael Markulek.

           5.16 No  "Poison  Pill".  The  Company  does  not  have in  effect  a
shareholders  rights plan or similar  plan in the nature of a "poison  pill." If
the Company adopts such a plan,  none of the  Purchasers'  Preferred  Shares and
Common Shares will be deemed to trigger such plan.



<PAGE>


           5.17  Dilution.  The Company  acknowledges  that the number of Common
Shares may  increase  substantially  in certain  circumstances  (subject  to the
limitation on issuance of Common  Shares set forth in the Company's  Certificate
of  Incorporation).  The Company  understands and  acknowledges  the potentially
dilutive  effect to the Common Stock upon the issuance of the Common Shares upon
conversion of the Preferred  Shares.  The Company further  acknowledges that its
obligation  to issue Common Shares upon  conversion  of the Preferred  Shares in
accordance with this Agreement and the Company's Certificate of Incorporation is
absolute and  unconditional  regardless of the dilutive effect such issuance has
on the ownership interests of other stockholders of the Company.

           5.18 Certain Transactions.  Except as disclosed in Schedule 5.18, and
except for arm's length transactions pursuant to which the Company or any of its
direct  or  indirect  subsidiaries  makes  payments  in the  ordinary  course of
business upon terms no less  favorable  than the Company or any of its direct or
indirect  subsidiaries  could obtain from third  parties,  none of the officers,
directors,  or employees of the company is presently a party to any  transaction
with the Company or any of its direct or indirect  subsidiaries  (other than for
services  as  employees,  officers  and  directors),   including  any  contract,
agreement or other  arrangement  providing for the  furnishing of services to or
by,  providing for rental of real or personal  property to or from, or otherwise
requiring  payments to or from any officer,  director or such employee or to the
knowledge of the Company, any corporation, partnership, trust or other entity in
which any officer,  director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.

           5.19  Permits;  Compliance.  The  Company  and each of its direct and
indirect   subsidiaries   is  in   possession   of   all   franchises,   grants,
authorizations,  licenses, permits, easements, variances,  exemptions, consents,
certificates,  approvals  and orders  necessary  to own,  lease and  operate its
properties  and  to  carry  on  its  business  as  it  is  now  being  conducted
(collectively, the "Company Permits"), and there is no action pending or, to the
knowledge of the Company, threatened regarding suspension or cancellation of any
of the Company  Permits except for such Company  Permits the failure of which to
possess, or the cancellation or suspension of which, would not,  individually or
in the aggregate, have a Material Adverse Effect. Neither the Company nor any of
its  direct or  indirect  subsidiaries  is in  conflict  with,  or in default or
violation  of,  any of the  Company  Permits,  except  for any  such  conflicts,
defaults  or  violations  which,  individually  or in the  aggregate,  could not
reasonably  be expected to have a Material  Adverse  Effect.  Since  December 1,
1999,  neither the Company  nor any of its direct or indirect  subsidiaries  has
received  any  notification  with  respect to  possible  conflicts,  defaults or
violations  of  applicable  laws,   except  for  notices  relating  to  possible
conflicts, defaults or violations, which conflicts, defaults or violations could
not reasonably be expected to have a Material Adverse Effect.

           5.20  Insurance.  The  Company  and each of its direct  and  indirect
subsidiaries  are  insured by insurers of  recognized  financial  responsibility
against such losses and risks and in such amounts as  management  of the Company
believes to be prudent and customary in the  businesses in which the Company and
its direct and indirect  subsidiaries  are engaged.  Neither the Company nor any
such direct or indirect subsidiary has any reason to believe that it will not be
able to renew its existing  insurance coverage as and when such coverage expires
or to obtain  similar  coverage  from  similar  insurers as may be  necessary to
continue its business at a cost that would not have a Material Adverse Effect.

           5.21 Year 2000. The Company represents and warrants that, to the best
of its knowledge, its internal computer systems and software (collectively,  the
"Computer Products") shall, when applicable,  accept,  record,  store,  process,
display, calculate and present the calendar dates falling on or after January 1,
2000 with the same  functionality  as such  Computer  Products  accept,  record,
store, process, display,  calculate and present all other calendar dates falling
on or before December 31, 1999, and in all other aspects,  the Computer Products
shall  not  in any  way  lose  functionality  or  degrade  in  performance  as a
consequence  of such Computer  Products  operating at a date later than December
31, 1999.

           5.22 Issuance of Shares Under Employee Benefit Plans. The Company has
not issued,  and will not issue any shares of Common  Stock  under any  Employee
Benefit Plan (as such term is defined by the Employee Retirement Income Security
Act  ("ERISA"))  or Plans  adopted by the Company  prior to Closing,  except for
additional issuances which are approved by the Board of Directors, including the
approval of both of the two  directors  elected by the holders of the  Preferred
Shares.

           5.23 Tax Matters. Except as identified on Schedule 5.23:

                     (a) the Company has filed all tax  returns,  which  include
any  return,  declaration,  report,  claim for refund or  information  return or
statement  relating to Taxes,  including any schedule or attachment  thereto and
any amendment thereof (collectively,  "Tax Returns"), and other reports which it
was  required  to file and each such  return or other  report  was  correct  and
complete in all  respects,  and the Company  has paid all taxes,  including  all
federal,  state,  county, local or foreign taxes,  charges,  fees, levies, other
assessments or withholding  taxes or charges imposed by any governmental  entity
and any interest and  penalties  (civil or criminal) on or additions to any such
taxes  (collectively,  "Taxes") due and owing by it (whether or not shown on any
Tax Return or other report) and has withheld and paid over all Taxes which it is
obligated to withhold  from amounts paid or owing to any  employee,  independent
contractor, stockholder, partner, creditor or other third party;

                     (b) no Tax  audits  are  pending  or being  conducted  with
respect to the Company;

                     (c)  there  are no liens  on any  Common  Stock,  Preferred
Shares or any of the Company's  assets that arose in connection with any failure
(or alleged failure) to pay any Tax;

                     (d)  no  information   related  to  Tax  matters  has  been
requested  by any Taxing  authority  and the  Company  has not  received  notice
indicating an intent to open an audit or other review from any Taxing authority;

                     (e) there are no unresolved  disputes or claims  concerning
the Tax liability of the Company;

                     (f) no claim  has ever  been  made by any  jurisdiction  in
which the Company does not file Tax Returns to the effect that the Company is or
may be subject to any Tax imposed by that jurisdiction;

                     (g) the Company is not a party to any agreement  that could
obligate it to make any payments that would not be  deductible  pursuant to Code
Section 280G:

                     (h) the Company  has not made an election  pursuant to Code
Section 341(f);

                     (i) the Company  has not waived any statute of  limitations
in respect of Taxes or agreed to an  extension  of time with  respect to any Tax
assessment or deficiency; and

                     (j) the  Company  is not a  party  to any  Tax  sharing  or
allocation  agreement,  and the  Company has no  liability  for the Taxes of any
person  under  Section  1.1502-6  of the  Treasury  Regulations  (or any similar
provision of state,  local or foreign law),  as a transferee  or  successor,  by
contract, or otherwise.

           5.24      Contracts and Commitments.

                     (a)  Contracts.  Other than this Agreement or as identified
on Schedule 5.24, the Company is not a party to any written or oral:

                               (i)  pension,   profit  sharing,   stock  option,
employee stock  purchase or other plan or arrangement  providing for deferred or
other compensation to employees or any other employee benefit,  welfare or stock
plan or  arrangement  which is not  identified on Schedule 5.24, or any contract
with any labor union, or any severance agreement;

                               (ii) contract for the employment or engagement as
an independent contractor of any person, including any individual,  partnership,
corporation, association, limited liability company, joint stock company, trust,
joint  venture,  unincorporated  organization  and  governmental  entity  or any
department,  agency or political subdivision thereof (collectively,  a "Person")
on a full-time, part-time, consulting or other basis;

                               (iii) contract  pursuant to which the Company has
advanced  or loaned  funds,  or agreed to  advance or loan  funds,  to any other
Person;

                               (iv)  contract  or  indenture   relating  to  any
Indebtedness or the mortgaging,  pledging or otherwise  placing a lien on any of
the Common Stock, the Preferred Shares or any of the assets of the Company;

                               (v) contract pursuant to which the Company is the
lessee of, or holds or  operates,  any real or  personal  property  owned by any
other Person;

                               (vi)  contract  pursuant  to which the Company is
the  lessor  of, or  permits  any third  party to hold or  operate,  any real or
personal property owned by the Company or of which the Company is a lessee;

                               (vii)  assignment,  license,  indemnification  or
other  contract  with  respect  to  any  intangible   property   (including  any
intellectual  property  owned  by or  licensed  to  the  Company)  which  is not
identified on Schedule 5.24;

                               (viii)  contract  or  agreement  with  respect to
services  rendered  or goods  sold or leased to or from  others,  other than any
customer  purchase  order  accepted in the  ordinary  course of business  and in
accordance  with the  Company's  past  practice  which both (A) does not require
delivery  after the date which is six months after the Closing Date and (B) does
not involve a sale price of more than $10,000;

                               (ix) contract prohibiting the Company from freely
engaging in any business anywhere in the world;

                               (x)   independent    sales    representative   or
distributorship agreement which is not identified on Schedule 5.24; or

                               (xi) any other  contract which is material to the
Company or involves a consideration in excess of $10,000.

                     (b)  Enforceability.  Each item identified on Schedule 5.24
(the  "Contracts")  is valid,  binding and  enforceable  in accordance  with its
terms,   except  as  such  enforceability  may  be  limited  by  (i)  applicable
insolvency,  bankruptcy,  reorganization,   moratorium  or  other  similar  laws
affecting  creditors' rights generally and (ii) applicable  equitable principles
(whether considered in a proceeding at law or in equity).

                     (c)  Compliance.  The Company has performed all obligations
required  to be  performed  by it under each  Contract,  and, to the best of the
Company's  knowledge,  the  Company is not in default  under or in breach in any
material  respect  of (nor is it in  receipt  of any claim of  default or breach
under) any such obligation. No event has occurred which with the passage of time
or the giving of notice (or both) would result in a default,  breach or event of
noncompliance  in any  material  respect  under any  obligation  of the  Company
pursuant to any Contract. The Company has no present expectation or intention of
not fully performing any obligation of the Company pursuant to any Contract, and
the Company has no  knowledge of any breach or  anticipated  breach by any other
party to any Contract.

                     (d) Leases.  With respect to each Contract which is a lease
of personal property,  the Company holds a valid and existing leasehold interest
under such lease for the term set forth with respect to such lease identified on
Schedule 5.24.

                     (e)  Affiliated  Transactions.   Except  as  identified  on
Schedule 5.24(e), no officer, director,  stockholder or Affiliate of the Company
(and no  individual  related by blood or  marriage  to any such  Person,  and no
entity in which any such Person or individual owns any beneficial interest) is a
party to any agreement,  contract,  commitment or  transaction  with the Company
(other  than  this  Agreement)  or has any  material  interest  in any  material
property used by the Company.

                     (f) Copies.  Purchaser's  legal  counsel has been  supplied
with a true and correct  copy of each  written  Contract,  each as  currently in
effect.

           5.25      Compliance with Laws.

                     (a)  Generally.  Except as identified on Schedule  5.25(a),
the Company has not  violated any  requirement  arising  under any action,  law,
treaty,  rule or  regulation,  determination  or direction of an  arbitrator  or
governmental   entity,   including  any  environmental  and  safety  requirement
(collectively,  a "Legal Requirement"),  and the Company has not received notice
alleging any such violation.

                     (b) Environmental and Safety Matters.  Without limiting the
generality of Section 5.25(a):

                               (i) The Company  does not own,  control or occupy
any real  property  except the office  space that it occupies at its address set
forth above and the Company does not maintain  therein a laboratory and does not
conduct thereon any fabrication or  manufacturing.  The Company has complied and
is  in  compliance  with  all  federal,   state,  local  and  foreign  statutes,
regulations,  ordinances and other provisions having the force or effect of law,
all judicial  and  administrative  orders and  determinations,  all  contractual
obligations  and all  common  law,  in each case  concerning  public  health and
safety,  worker health and safety and pollution or protection of the environment
(including  all those  relating to the presence,  use,  production,  generation,
handling,  transport,  treatment,  storage,  disposal,  distribution,  labeling,
testing, processing, discharge, release, threatened release, control or clean-up
of  any   hazardous   substance   (collectively,   "Environmental   and   Safety
Requirements").

                               (ii)  Without  limiting  the  generality  of  the
foregoing,  the Company has  obtained and complied  with,  and is in  compliance
with,  all  permits,  licenses  and other  authorizations  that may be  required
pursuant to  Environmental  and Safety  Requirements  for the  occupation of its
facilities  and the  operation of the Business.  All such permits,  licenses and
other authorizations are identified on Schedule 5.25(b).

                               (iii) The Company has not received any written or
oral notice,  report or other  information  regarding any  liabilities  (whether
accrued,  absolute,  contingent,  unliquidated  or otherwise) or  investigatory,
remedial or corrective obligations, relating to it or its facilities and arising
under Environmental and Safety Requirements.

                               (iv) Except as identified on Schedule 5.25(c) and
except as  disclosed on Schedule  5.25(b),  the Company is not aware that any of
the  following  exists at any  property  or  facility  owned or  operated by the
Company:

                                (1) underground storage tanks or surface
                                    impoundments
                                (2) asbestos-containing material in any form or
                                    condition; or
                                (3) materials or equipment containing
                                    polychlorinated biphenyls.

                               (v) The Company has not treated, stored, disposed
of, arranged for or permitted the disposal of, transported, handled, or released
any  substance,  including  any  hazardous  substance,  or owned or operated any
facility  or  property,  so as to give rise to  liabilities  of the  Company for
response  costs,  natural  resource  damages or attorneys'  fees pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended  ("CERCLA"),   or  similar  state  or  local  Environmental  and  Safety
Requirements.

                               (vi) Neither this Agreement nor the  consummation
of the transactions  contemplated hereby will result in any obligations for site
investigation or cleanup, or notification to or consent of any government entity
or  third  parties,  pursuant  to  any  so-called   "transaction-triggered"   or
"responsible property transfer" Environmental and Safety Requirements.

                               (vii) The Company has not, either expressly or by
operation of law, assumed or undertaken any liability,  including any obligation
for  corrective  or  remedial  action,  of  any  other  Person  relating  to any
Environmental and Safety Requirements.

                               (viii) No environmental  lien has attached to any
property now or previously owned, leased or operated by the Company.

                               (ix) Without  limiting the  foregoing,  no facts,
events or  conditions  relating to the Company's  owned or leased  properties or
other past or present  facilities,  properties or operations of the Company will
prevent,  hinder or limit  continued  compliance with  Environmental  and Safety
Requirements, give rise to any investigatory, remedial or corrective obligations
pursuant to  Environmental  and Safety  Requirements,  or give rise to any other
liabilities (whether accrued, absolute,  contingent,  unliquidated or otherwise)
pursuant to  Environmental  and Safety  Requirements,  including any relating to
onsite or offsite  releases  or  threatened  releases of  hazardous  substances,
personal injury, property damage or natural resource damage.

                     5.26      ERISA.  Except as identified on Schedule 5.26:

                     (a) with respect to all current employees  (including those
on lay-off,  disability  or leave of  absence),  former  employees,  and retired
employees of the Company (the  "Employees"),  the Company neither  maintains nor
contributes  to any (i) employee  welfare  benefit  plans (as defined in Section
3(1)  of  ERISA)  ("Employee  Welfare  Plans"),  or (ii)  any  plan,  policy  or
arrangement  which  provides  nonqualified  deferred   compensation,   bonus  or
retirement  benefits,  severance  or "change of  control"  (as set forth in Code
Section  280G)  benefits,  or  life,  disability  accident,   vacation,  tuition
reimbursement or other material fringe benefits ("Other Plans");

                     (b) the  Company  does  not  maintain,  contribute  to,  or
participate in any defined benefit plan or defined  contribution  plan which are
employee pension benefit plans (as defined in Section 3(2) of ERISA)  ("Employee
Pension Plans");

                     (c) the Company does not  contribute to or  participate  in
any multiemployer  plan (as defined in Section 3(37) of ERISA) (a "Multiemployer
Plan");

                     (d) the Company does not maintain or have any obligation to
contribute to or provide any post-retirement  health, accident or life insurance
benefits to any Employee,  other than limited  medical  benefits  required to be
provided under Code Section 4980B;

                     (e)  all  Plans  (and  all  related  trusts  and  insurance
contracts)  comply in form and in operation in all  material  respects  with the
applicable requirements of ERISA and the Code;

                     (f) all required  reports and  descriptions  (including all
Form 5500 Annual  Reports,  Summary  Annual  Reports,  PBGC-1s and Summary  Plan
Descriptions)  with  respect  to all Plans  have been  properly  filed  with the
appropriate  government  entity or distributed to participants,  and the Company
has complied substantially with the requirements of Code Section 4980B;

                     (g) with respect to each Plan, all contributions,  premiums
or payments  which are due on or before the Closing  Date have been paid to such
Plan; and

                     (h) the  Company  has not  incurred  any  liability  to the
Pension Benefit Guaranty  Corporation  (the "PBGC"),  the United States Internal
Revenue  Service,  any  multiemployer  plan or  otherwise  with  respect  to any
employee  pension  benefit plan or with respect to any employee  pension benefit
plan currently or previously  maintained by members of the  controlled  group of
companies (as defined in Sections  414(b) and (c) of the Code) that includes the
Company (the  "Controlled  Group") that has not been  satisfied in full,  and no
condition  exists that  presents a material risk to the Company or any member of
the  Controlled  Group of incurring  such a liability  (other than liability for
premiums  due the PBGC) which could  reasonably  be expected to have any adverse
effect on Purchaser or the Company after the Closing.

                     (i) the Company has not evaluated,  prepared or submitted a
request to the Internal Revenue Service for a compliance  statement with respect
to an operational or plan design defect under any Employee Plans.

           5.27  Promissory  Note.  On December 23, 1999,  the Company  received
$250,000  advanced by Steffens  pursuant to a promissory  note  delivered by the
Company to  Steffens at such time (the  "Steffens  Note").  The  issuance of the
Preferred  Shares to Steffens will fully satisfy the  Company's  obligations  to
Steffens  pursuant to the Steffens Note and the Company will not owe any amounts
to Steffens in connection with the Steffens Note at such time.


                                   ARTICLE VI

                                    COVENANTS

           6.1 Best Efforts. The parties shall use their reasonable best efforts
to timely  satisfy each of the  conditions  described in Articles VIII and IX of
this Agreement.


           6.2 Securities  Laws. The Company agrees to timely file a Form D with
respect to the  Securities  with the SEC as required  under  Regulation D and to
provide a copy thereof to each Purchaser promptly after such filing. The Company
shall, on or prior to the date of the Closing,  take such action as is necessary
to  qualify  the  Securities  for  sale  to the  Purchasers  at the  Closing  in
compliance with applicable securities laws of the states of the United States or
obtain  exemption  therefrom,  and shall provide  evidence of any such action so
taken to the Purchasers on or prior to the date of the Closing.

           6.3  Listing.  Upon  registration,  the  Company  shall  use its best
efforts to list and trade the  Common  Shares on the AMEX,  the Nasdaq  National
Market,  the Nasdaq SmallCap Market or the New York Stock Exchange and comply in
all material respects with the Company's reporting, filing and other obligations
under the By-laws and rules of such  exchange or Nasdaq,  as  applicable,  until
such time as the Company's  Board of Directors  (the "Board") may determine that
it is no longer in the best interests of the Company and its  shareholders to do
so, provided,  that such  determination of the Board must be approved by both of
the two directors elected by the holders of the Preferred Shares.

           6.4 Prospectus Delivery  Requirement.  The Purchasers each understand
that the  Securities  Act may require  delivery of a prospectus  relating to the
Common Shares in  connection  with any sale thereof  pursuant to a  registration
statement  under the  Securities Act covering the resale by the Purchaser of the
Common  Shares being sold,  and the Purchaser  shall comply with the  applicable
prospectus  delivery  requirements  of the Securities Act, if any, in connection
with any such sale.

           6.5  Pre-emptive  Right  to  Participate  in  Future  Private  Equity
Financings.

                     (a)  The   Company   shall  not,   prior  to  the  date  of
effectiveness  of a  registration  statement  with  respect to the resale of the
Common Shares (the "Release Date"),  issue Common Shares or securities which are
convertible into or exercisable for Common Shares or any other classes of common
shares of the  Company (a  "Private  Equity  Financing"),  except for  Permitted
Issuances  (as defined  below) and except as hereafter set forth in this Section
6.5. If at any time after the Closing and prior to  conversion  or redemption of
all of the Preferred  Shares,  the Company proposes a Private Equity  Financing,
other than a Permitted  Issuance,  the  Company  shall give each  Purchaser  the
opportunity to purchase its pro rata share (as calculated below) of such Private
Equity  Financing  on the same terms as offered to other  persons,  on the terms
described below. For purposes of this Section 6.5(a), "Permitted Issuance" means
any  issuance (i)  pursuant to the  conversion  of the  Preferred  Shares,  (ii)
pursuant to any stock dividend in, on, or upon any subdivision or combination of
shares of the Common Stock or the  Preferred  Shares,  (iii)  pursuant to a firm
commitment  underwritten public offering, (iv) in connection with an acquisition
or merger of another  company by or with the Company (v) in connection  with any
future equity financing whereby Common Stock, or warrants or options to purchase
Common  Stock or  securities  convertible  into  Common  Stock,  are issued to a
Strategic  Investor (as defined in Section  6.5(d) hereof) or (vi) in connection
with the  issuance by the Company of stock  options or other  equity  incentives
pursuant to employee  stock  option  plans and  incentive  warrant  plans as may
hereafter be approved by the Board of Directors,  including the approval of both
of the two directors elected by the holders of the Preferred Shares.



<PAGE>


                     (b) Each Purchaser shall have the right to purchase its pro
rata share of such Private Equity Financing based on the ratio of (x) the Common
Shares issuable on conversion or exercise of Preferred  Shares purchased by such
Purchaser  on the  Closing  Date to (y) all of the then  issued and  outstanding
Common Stock of the Company plus the Common Shares then issuable upon conversion
or exercise of any preferred stock, any warrants and any convertible debentures,
options  and  other  warrants  then  outstanding,  before  giving  effect to the
proposed Private Equity Financing.

                     (c) The Company shall deliver to each  Purchaser,  at least
five (5) business  days prior to the closing of such Private  Equity  Financing,
written  notice  describing  the terms and  conditions  of the proposed  Private
Equity  Financing,  and providing each Purchaser the opportunity to purchase its
pro rata  share (as  calculated  above) of the  Private  Equity  Financing.  Any
portion of the Private Equity Financing required to be so offered and so offered
which is not purchased (or irrevocably committed to be purchased) by a Purchaser
within five (5) business days  following  the receipt by the  Purchasers of such
offer may be sold by the  Company at any time  thereafter  on the same terms set
forth in the offer,  provided,  however, that if the Company does not consummate
such  Private  Equity  Financing  within 45 business  days after  receipt by the
Purchasers of the written notice noted in this Section 6.5(c), the rights of the
Purchasers  under this  Section  6.5 shall again  apply to such  Private  Equity
Financing.

                     (d)  For  the  purposes  of this  Section  6.5,  "Strategic
Investor"  shall  mean any  person or  entity  which  has a  material  business,
technology  or  commercial  relationship  with the  Company,  in addition to any
equity financing  provided by such person or entity, as determined in good faith
by the Board, including the approval of both of the two directors elected to the
Board by the holders of the Preferred Shares.

           6.6 Strategic  Relationship with AlphaNet.  The Company hereby grants
to AlphaNet  the  enforceable  exclusive  right of first  refusal to provide any
services required by the Company or the Company's clients requiring, purchasing,
or otherwise entailing, but not limited to, any of the following services:

                     (a)       Network hardware design, installation and
                               maintenance;
                     (b)       Network security and security audits;
                     (c)       Firewall management;
                     (d)       Server installation, configuration and
                               management;
                     (e)       Network management and monitoring;
                     (f)       Help Desk;
                     (g)       Applications and Development;
                     (h)       Consulting Services;
                     (i)       Website Development and other e-business related
                               activities;
                     (j)       Cabling;
                     (k)       Any other services AlphaNet is capable of
                               performing.

           To effect such exclusive  right of first  refusal,  the Company shall
refer to AlphaNet all  opportunities  coming to the Company's  attention for the
provision of any of the  aforementioned  services before submitting the need for
such  services to any other  provider.  If  AlphaNet is willing to provide  such
services to the Company or to the Company's  clients on commercially  reasonable
terms and conditions, the Company will purchase such services from AlphaNet.

            As soon as  practicable  following  the  Closing,  the  Company  and
AlphaNet will develop mutually acceptable operating procedures to facilitate the
implementation of the provisions of this Section 6.6.

           6.7  Provision  of  Financial  Statements  to  Purchasers.  Until the
Release Date, the Company shall provide each  Purchaser  copies of the Company's
quarterly  financial  statements  within 45 days  after the close of each of the
Company's first three fiscal quarters, and annual financial statements, prepared
in accordance with GAAP,  within 90 days after the close of the Company's fiscal
year, for so long as such Purchaser remains a holder of Preferred Shares.

           6.8  Approval of Annual  Budgets.  Until the Release  Date and for so
long as AlphaNet and Fallen Angel,  or their  affiliates,  control a majority of
the then outstanding  Preferred Shares, the Company shall adopt annual operating
and capital  budgets  ("Budgets")  by the 31st of March of each  calendar  year,
which  must be (i)  unanimously  approved  and  adopted  by the  Board,  or (ii)
approved by both of the two  directors  elected by the holders of the  Preferred
Shares and  adopted by the entire  Board,  or (iii) in the event that a proposed
Budget is neither unanimously  approved and adopted by the Board nor approved by
both of the two directors elected by the holders of the Preferred  Shares,  such
proposed  budget shall be  submitted  to a vote of the holders of the  Preferred
Shares for their  approval,  and the  Company  shall be  required  to obtain the
consent  of no less than 60% of the  issued and  outstanding  Preferred  Shares,
voting together as a single class, to adopt such proposed Budget.

           6.9 Put Rights.  After  January 14, 2006 (the "Put  Date"),  upon the
election of no less than 60% of the outstanding Preferred Shares, the Purchasers
may, at such time and at any time  thereafter,  require the Company to purchase,
and the Company shall purchase,  any Preferred Shares or Common Shares that they
may hold in the Company at the then fair market  value,  to be  determined  by a
national  investment  banking firm agreed upon by the Purchasers and the Company
(the "Put  Rights").  In the event that Ira Baseman  voluntarily  terminates his
full-time  employment with the Company, the Put Date shall be accelerated to the
date of such  termination  and the  Purchasers  shall have the right to exercise
their Put Rights at any time thereafter.

           6.10 Board of  Directors.  At Closing,  the Board of Directors of the
Company (the "Board") shall consist of four directors and one vacancy, including
(i) two persons,  including  Ira  Baseman,  elected by the holders of the Common
Stock,  (ii) two persons  elected by the holders of the  Preferred  Shares,  and
(iii) one vacancy to be filled by an  additional  director  to be elected  after
Closing by the foregoing four persons.

           6.11  Approval of Directors  Elected by Holders of Preferred  Shares.
With respect to any action under this  Agreement and under any of the agreements
executed in connection  therewith  which  requires for the approval  thereof the
approval of both of the two  directors  elected by the holders of the  Preferred
Shares,  if the holders of Preferred Shares are no longer entitled to elect such
directors,  then the  approval  of the  holders  of 60% of the then  outstanding
Preferred Shares must be obtained to take such action.

                                   ARTICLE VII

           LEGEND REMOVAL, TRANSFER, CERTAIN SALES, ADDITIONAL SHARES

           7.1 Removal of Legend. Any restrictive legend on the certificates for
the  Preferred  Shares  or,  until  such  time as the  Common  Shares  have been
registered under the Securities Act as contemplated by the  Registration  Rights
Agreement  or  otherwise  may be sold by  Purchasers  pursuant to Rule 144,  the
certificates  for the  Common  Shares,  the Legend  (as  defined in Section  4.6
hereof)  shall be removed  and the  Company  shall  issue,  or shall cause to be
issued,  a  certificate  without such Legend to the holder of any Security  upon
which it is stamped, and a certificate for a security shall be originally issued
without the Legend,  if: (a) the resale of such Security is registered under the
Securities  Act; or (b) such  holder  provides  the  Company  with an opinion of
counsel,  in form,  substance  and scope  customary  for  opinions of counsel in
comparable  transactions  and  reasonably  satisfactory  to the  Company and its
counsel (the  reasonable  cost of which shall be borne by the Company if neither
an effective  registration  statement  under the  Securities  Act or Rule 144 is
available  in  connection  with such sale) to the effect  that a public  sale or
transfer of such Security may be made without  registration under the Securities
Act pursuant to an exemption from such  registration  requirements;  or (c) such
Security can be sold pursuant to Rule 144, the Holder  provides the Company with
reasonable assurances that the Security can be so sold without restriction,  and
a registered broker dealer provides to the Company's  transfer agent and counsel
copies of (i) a "will sell" letter satisfying the guidelines  established by the
SEC and its staff from time to time and (ii) a customary seller's representation
letter with  respect to such a sale to be made  pursuant to Rule 144 and (iii) a
Form 144 in  respect  of such  Security  executed  by such  holder and filed (or
mailed for filing) with the SEC; or (d) such  Security  can be sold  pursuant to
Rule 144(k). Each Purchaser agrees to sell all registered Securities,  including
those represented by a certificate(s) from which the Legend has been removed, or
which were  originally  issued  without  the Legend,  pursuant  to an  effective
registration  statement, in accordance with the manner of distribution described
in such  registration  statement  and,  if required  by the  Securities  Act, to
deliver a  prospectus  in  connection  with such sale or in  compliance  with an
exemption from the registration requirements of the Securities Act. In the event
the Legend is removed from any  Security or any  Security is issued  without the
Legend  and the  Security  is to be  disposed  of  other  than  pursuant  to the
registration  statement  or  pursuant  to Rule  144,  then  prior  to,  and as a
condition to, such  disposition  such Security  shall be re-legended as provided
herein in connection  with any  disposition if the subsequent  transfer  thereof
would be restricted  under the Securities  Act. Also, in the event the Legend is
removed  from any  Security  or any  Security  is issued  without the Legend and
thereafter the effectiveness of a registration  statement covering the resale of
such  Security is  suspended  or the Company  determines  that a  supplement  or
amendment  thereto  is  required  by  applicable   securities  laws,  then  upon
reasonable  advance notice to Purchaser  holding such Security,  the Company may
require that the Legend be placed on any such  Security that cannot then be sold
pursuant to an effective  registration  statement or Rule 144 or with respect to
which the opinion  referred  to in clause (b) next above has not been  rendered,
which  Legend shall be removed  when such  Security  may be sold  pursuant to an
effective registration statement or Rule 144 or such holder provides the opinion
with respect thereto described in clause (b) next above.

           7.2  Transfer  Agent  Instructions.  The Company  shall  instruct its
transfer agent, in a form satisfactory to the Purchasers, to issue certificates,
registered in the name of the Purchaser or its nominee, for the Common Shares in
such amounts  specified  from time to time by the Purchaser  upon  conversion or
exercise of the Preferred Shares.  Such certificates  shall bear the Legend only
to the extent  provided by Section  7.1 above.  The  Company  covenants  that no
instruction  other than such  instructions  referred to in this Article VII, and
stop transfer  instructions  to give effect to Section 4.6 hereof in the case of
the  Common  Shares  prior  to  registration  of the  Common  Shares  under  the
Securities Act or "black-out"  periods as provided in the  Registrations  Rights
Agreement between the Company and the Purchasers, dated of the date hereof, will
be given by the  Company to its  transfer  agent and that the  Securities  shall
otherwise  be  freely  transferable  on the books and  records  of the  Company.
Nothing in this Section shall affect in any way the Purchasers'  obligations and
agreement set forth in Section 7.1 hereof to resell the  Securities  pursuant to
an effective  registration  statement and to deliver a prospectus as required in
Section 7.1 in connection with such sale or in compliance with an exemption from
the registration  requirements of applicable securities laws. If (a) a Purchaser
provides the Company with an opinion of counsel,  which opinion of counsel shall
be in form,  substance and scope customary for opinions of counsel in comparable
transactions and reasonably  satisfactory to the Company and its counsel, to the
effect that the Securities to be sold or transferred  may be sold or transferred
pursuant  to  an  exemption  from  registration  or  (b) a  Purchaser  transfers
Securities to an affiliate which is an accredited  investor  (within the meaning
of Regulation D under the  Securities  Act) and which delivers to the Company in
written form the same  representations,  warranties  and covenants  made by such
Purchaser  hereunder  or pursuant  to Rule 144,  the  Company  shall  permit the
transfer,  and, in the case of the Common Shares, promptly instruct its transfer
agent to issue one or more certificates in such name and in such denomination as
specified by the Purchaser.

                                  ARTICLE VIII

                 CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL

           8.1 The  obligation  of the Company  hereunder  to issue and sell the
Preferred   Shares  to  the   Purchasers  at  the  Closing  is  subject  to  the
satisfaction,  as of  the  date  of  the  Closing,  of  each  of  the  following
conditions,  provided that these  conditions  are for the Company's sole benefit
and may be waived by the Company at any time in its sole discretion:

                               (i)  The  Purchasers   shall  have  executed  the
signature  page to this  Agreement  and the  Registration  Rights  Agreement and
delivered  the same to the Company.  The  Purchasers  shall have  completed  and
executed the Investor  Questionnaire and Representation  Agreement and delivered
the same to the Company.

                               (ii) The Purchasers shall have wired the Purchase
Price to an account designated by the Company.

                               (iii) The  representations  and warranties of the
Purchasers  shall be true and  correct in all  material  respects as of the date
when  made  and as of the  Closing  as  though  made at that  time  (except  for
representations  and  warranties  that  speak  as  of  a  specific  date,  which
representations  and warranties  shall be true and correct as of such date), and
the  Purchasers  shall have  performed,  satisfied  and complied in all material
respects  with  the  covenants,  agreements  and  conditions  required  by  this
Agreement to be performed,  satisfied or complied  with by the  Purchasers at or
prior to the Closing.

                               (iv)  No  statute,  rule,  regulation,  executive
order,  decree,   ruling  or  injunction  shall  have  been  enacted,   entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  or any  self-regulatory  organization  having  authority  over the
matters contemplated hereby which restricts or prohibits the consummation of any
of the transactions contemplated by this Agreement.


                                   ARTICLE IX

              CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE

           9.1 The  obligation  of the  Purchasers  hereunder  to  purchase  the
Preferred  Shares to be  purchased by them on the date of the Closing is subject
to the  satisfaction  as of the date of the  Closing,  of each of the  following
conditions,  provided  that  these  conditions  are for the sole  benefit of the
Purchasers  and may be waived by the  Purchasers at any time in the  Purchasers'
sole discretion:

                               (i) The Company  shall have  completed the Merger
and shall be organized and in good  standing as a corporation  under the laws of
the  State of New  Jersey,  with a  Certificate  of  Incorporation  and  By-laws
substantially in the form of Exhibit E annexed hereto;

                               (ii)  The  Company   shall  have   executed   the
signature  page to this  Agreement  and the  Registration  Rights  Agreement and
delivered the same to Purchasers;

                               (iii) The  Company  shall have  delivered  to the
Purchasers duly issued  Preferred Shares being so purchased by each Purchaser at
the Closing;

                               (iv) The  representations  and  warranties of the
Company  shall be true and correct in all material  respects as of the date when
made and as of the  Closing  as though  made at that  time,  and as  though  any
reference  to the  date of this  Agreement  is a  reference  to the  date of the
Closing (except for  representations  and warranties that speak as of a specific
calendar date, which representations and warranties shall be true and correct as
of such date),  and the Company shall have performed,  satisfied and complied in
all material respects with the covenants,  agreements and conditions required by
this Agreement to be performed,  satisfied or complied with by the Company at or
prior to the Closing. Purchasers shall have received a certificate,  executed by
the  President,  Chief  Executive  Officer  or Chief  Financial  Officer  of the
Company, dated as of the Closing to the foregoing effect.

                               (v)  No  statute,  rule,  regulation,   executive
order,  decree,   ruling  or  injunction  shall  have  been  enacted,   entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  or any  self-regulatory  organization  having  authority  over the
matters  contemplated  hereby which  prohibits  the  consummation  of any of the
transactions contemplated by this Agreement.

                               (vi) Purchasers shall have received an opinion of
Smith, Stratton,  Wise, Heher & Brennan, counsel to the Company, dated as of the
Closing, in the form attached hereto as Exhibit F.

                               (vii) The Company's  Amendment to its Certificate
of Incorporation setting forth the terms of the Preferred Shares shall have been
filed with the Secretary of State of New Jersey and shall have become effective.

                               (viii)  The   Common   Shares   required   to  be
authorized and reserved  pursuant to the Company's  Certificate of Incorporation
shall have been duly authorized and reserved by the Company.

                               (ix)   The    approval   of   the    transactions
contemplated  by this  Agreement and the  Registration  Rights  Agreement by the
shareholders  of the Company  shall have been duly  obtained,  and a copy of the
minutes of the meeting of the  shareholders  of the  Company,  certified  by the
Secretary of the Company as being true and  correct,  reflecting  such  approval
shall have been provided to each Purchaser.

                               (x) The Co-Sale Agreement (in the form of Exhibit
G annexed  hereto) shall have been duly executed by the Company and Ira Baseman,
respectively.

                               (xi) No material  adverse change in the Company's
business prospects shall have occurred prior to Closing.


                                    ARTICLE X

                          GOVERNING LAW; MISCELLANEOUS

           10.1 Governing Law: Jurisdiction. This Agreement shall be governed by
and construed in accordance  with the laws of the State of New Jersey other than
the laws with respect to conflicts.  The parties hereto  irrevocably  consent to
the  jurisdiction of the United States federal courts in the State of New Jersey
and the state courts  located in the County of Morris in the State of New Jersey
in any suit or  proceeding  based on or  arising  under  this  Agreement  or the
transactions  contemplated  hereby  and  irrevocably  agree  that all  claims in
respect of such suit or proceeding may be determined in such courts. The Company
and each Purchaser  irrevocably  waives the defense of an inconvenient  forum to
the  maintenance of such suit or proceeding in such forum.  The Company and each
Purchaser  further  agrees  that  service  of process  upon the  Company or such
Purchaser,  as  applicable,  mailed by the first class mail in  accordance  with
Section 10.6 shall be deemed in every respect  effective service of process upon
the  Company or such  Purchaser  in any suit or  proceeding  arising  hereunder.
Nothing  herein shall affect any  Purchaser's  or the  Company's  right to serve
process in any other manner  permitted  by law. The parties  hereto agree that a
final  judgment in any such suit or proceeding  shall be  conclusive  and may be
enforced in other  jurisdictions by suit on such judgment or in any other lawful
manner.  The parties hereto  irrevocably  waive any right to trial by jury under
applicable law.

           10.2  Counterparts.  This  Agreement  may be  executed in two or more
counterparts,  including, without limitation, by facsimile transmission,  all of
which  counterparts  shall be  considered  one and the same  agreement and shall
become effective when  counterparts have been signed by each party and delivered
to the other party.  In the event any  signature  page is delivered by facsimile
transmission,  the party  using  such means of  delivery  shall  promptly  cause
additional  original  executed  signature  pages to be  delivered  to the  other
parties.

           10.3 Headings.  The headings of this Agreement are for convenience of
reference  and shall not form part of, or affect  the  interpretation  of,  this
Agreement.

           10.4  Severability.  If any  provision  of this  Agreement  shall  be
invalid   or   unenforceable   in   any   jurisdiction,   such   invalidity   or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder of this Agreement or the validity or  enforceability of this Agreement
in any other jurisdiction.

           10.5 Entire Agreement: Amendments. This Agreement and the instruments
referenced  herein contain the entire  understanding of the parties with respect
to the matters covered herein and therein and, except as specifically  set forth
herein  or  therein,   neither  the   Company  nor  the   Purchaser   makes  any
representation,  warranty, covenant or undertaking with respect to such matters.
No provision of this  Agreement  may be waived  other than by an  instrument  in
writing signed by the party to be charged with  enforcement  and no provision of
this  Agreement may be amended other than by an instrument in writing  signed by
the Company and each Purchaser.

           10.6  Notice.  Any notice  herein  required or  permitted to be given
shall  be  in  writing   and  may  be   personally   served  or   delivered   by
nationally-recognized  overnight  courier  or  by  facsimile  machine  confirmed
telecopy,  and shall be deemed  delivered at the time and date of receipt (which
shall include  telephone  line facsimile  transmission).  The addresses for such
communications shall be:

                     If to the Company:
                               nex-i.com inc.
                               7 Wall Street
                               Princeton, New Jersey 08540
                               Attention: Ira A. Baseman, President and CEO
                               Telephone No. (609) 497-9400
                               Facsimile No. (609) 497-9433



<PAGE>


                     With a copy to:
                               Smith, Stratton, Wise, Heher & Brennan
                               600 College Road East
                               Princeton, New Jersey 08540
                               Attention: Richard J. Pinto, Esq.
                               Telephone No.  (609) 987-6650
                               Facsimile No.  (609) 987-6651

                     If to AlphaNet:
                               AlphaNet Solutions, Inc.
                               7 Ridgedale Avenue
                               Cedar Knolls, New Jersey 07927
                               Attention: Jack Adler, Esq., Senior VP,
                                          Secretary and General Counsel
                               Telephone No.  (973) 889-3813
                               Facsimile No.  (973) 898-9694

                     With a copy to:
                               Pitney, Hardin, Kipp & Szuch LLP
                               P.O. Box 1945
                               Morristown, New Jersey 07962-1945
                               Attention: Michael W. Zelenty
                               Telephone No. (973) 966-8200
                               Facsimile No. (973) 966-1550

                     If to Fallen Angel:
                               Fallen Angel Equity Fund, L.P.
                               c/o Fallen Angel Capital LLC
                               960 Holmdel Road
                               Holmdel, New Jersey 07733
                               Attention: Ira Cohen
                               Telephone No.  (732) 946-2000
                               Facsimile No.  (732) 946-0519

                     With a copy to:
                               Pitney, Hardin, Kipp & Szuch LLP
                               P.O. Box 1945
                               Morristown, New Jersey 07962-1945
                               Attention: Michael W. Zelenty
                               Telephone No. (973) 966-8200
                               Facsimile No. (973) 966-1550

                     If to Steffens:

                               John L. Steffens
                               358 Wendover Drive
                               Princeton, New Jersey 08540

Each party shall provide notice to the other party of any change in address.

           10.7 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their  successors  and assigns.  Neither
the Company nor the  Purchaser  shall  assign  this  Agreement  or any rights or
obligations  hereunder  without the prior  written  consent of the other except,
with respect to the Company,  in accordance  with the Company's  Certificate  of
Incorporation.  Notwithstanding the foregoing, a Purchaser may subject to and in
compliance  with  Section  7.2  hereof,  assign  all or part of its  rights  and
obligations  without the consent of the Company so long as such transferee is an
accredited  investor  (within the meaning of  Regulation D under the  Securities
Act) and agrees in writing to be bound by this Agreement.

           10.8 Third Party  Beneficiaries.  This  Agreement is intended for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns (including transferees permitted in accordance with Section 10.7) and is
not for the benefit of, nor may any  provision  hereof be enforced by, any other
person.

           10.9 Survival;  Indemnity.  The representations and warranties of the
Company and the  Purchaser  and the  agreements  and  covenants set forth herein
shall survive the Closing  hereunder through the date three months following the
sixth   anniversary  of  this  Agreement   notwithstanding   any  due  diligence
investigation  conducted by or on behalf of the Company or any  Purchaser as the
case may be. The Company  agrees to indemnify and hold  harmless each  Purchaser
and  each  of  such  Purchaser's  respective  officers,  directors,   employees,
partners,  agents  and  affiliates  for loss or  damage or  expenses  (including
reasonable  attorneys  fees)  arising as a result of or related to any breach or
alleged  breach  by the  Company  of any of its  respective  representations  or
covenants set forth herein, in the Company's  Certificate of Incorporation or in
the Registration Rights Agreement, including advancement of expenses as they are
incurred.

           10.10 Further  Assurances.  Each party shall do and perform, or cause
to be done and  performed,  all such further acts and things,  and shall execute
and deliver all such other agreements, certificates,  instruments and documents,
as the other party may  reasonably  request in order to carry out the intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

           10.11  Remedies.  No provision of this  Agreement  providing  for any
remedy to a  Purchaser  or the  Company  shall  limit  any  remedy  which  would
otherwise  be  available  to such  Purchaser or the Company at law or in equity.
Nothing in this Agreement  shall limit any rights a Purchaser may have under any
applicable  federal or state  securities  laws with  respect  to the  investment
contemplated  hereby. The Company and each Purchaser  acknowledges that a breach
by it of its respective  obligations  hereunder will cause  irreparable  harm to
each Purchaser,  in the case of the Company,  and the Company,  in the case of a
Purchaser.  Accordingly,  the Company and each Purchaser  acknowledges  that the
remedy at law for a material  breach of its  respective  obligations  under this
Agreement will be inadequate and agrees,  in the event of a breach or threatened
breach by the Company or a Purchaser,  as the case may be, of the  provisions of
this  Agreement,  that a Purchaser or the Company,  as the case may be, shall be
entitled,  in  addition  to  all  other  available  remedies,  to an  injunction
restraining any breach and requiring immediate compliance, without the necessity
of showing economic loss and without any bond or other security being required.

                     IN WITNESS  WHEREOF,  the  undersigned  Purchasers  and the
Company  have caused  this  Agreement  to be duly  executed as of the date first
above written.

NEX-I.COM INC.


By:   /s/ Ira Baseman
--------------------------------
Name:       Ira Baseman
Title:      President & CEO
Residence:  New Jersey

PURCHASERS:


   /s/ John L. Steffens
--------------------------------
       John L. Steffens
Residence:  New Jersey
Number of Preferred Shares
Purchased at Closing:  437,500 shares
Purchase Price Paid at Closing (in U.S. Dollars):  $250,000.19

ALPHANET SOLUTIONS, INC.


By:  /s/ Donald A. Deieso
--------------------------------
Name:  Donald A. Deieso
Title: President and CEO
Residence: New Jersey
Number of Preferred Shares
Purchased at Closing: 3,101,000 shares
Purchase Price Paid at Closing (in U.S. Dollars):  $1,772,001.33

FALLEN ANGEL EQUITY
FUND, L.P.


By:  /s/ Ira Cohen
--------------------------------
Name:       Ira Cohen
Title:      Limited Partner
Residence:  New Jersey
Number of Preferred Shares
Purchased at Closing:  399,000 shares
Purchase Price Paid at Closing (in U.S. Dollars): $228,000.17


<PAGE>


                                    Exhibit A


                      FORM OF REGISTRATION RIGHTS AGREEMENT


Omitted.





<PAGE>


                                    Exhibit B


                          FORM OF SERIES A CONVERTIBLE
                    PARTICIPATING PREFERRED SHARE CERTIFICATE


Omitted.




<PAGE>


                                    Exhibit C


                            TERMS OF PREFERRED SHARES


Omitted.




<PAGE>


                                    Exhibit D


           FORM OF INVESTOR QUESTIONNAIRE AND REPRESENTATION AGREEMENT


Omitted.



<PAGE>


                                    Exhibit E


                                FORM OF COMPANY'S
                     CERTIFICATE OF INCORPORATION AND BYLAWS


Omitted.



<PAGE>


                                    Exhibit F


                      FORM OF OPINION OF COMPANY'S COUNSEL


Omitted.






<PAGE>


                                    Exhibit G


                            FORM OF CO-SALE AGREEMENT


Omitted.