REGISTRATION RIGHTS AGREEMENT

           THIS REGISTRATION RIGHTS 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").

                              W I T N E S S E T H :

           WHEREAS,  in connection with the Securities  Purchase Agreement dated
as of the date hereof,  between the  Purchasers  and the Company (the  "Purchase
Agreement"),  the  Company  has  agreed,  upon  the  terms  and  subject  to the
conditions of the Purchase  Agreement,  to issue and sell to the Purchasers (the
"Offering") 3,937,500 shares of the Company's Series A Convertible Participating
Preferred  Shares  (the  "Preferred  Shares"),  convertible  into  shares of the
Company's  Common  Stock,  par value $0.01 per share (the "Common  Stock").  The
shares of Common  Stock of the  Company  into  which the  Preferred  Shares  are
convertible are referred to herein as the "Common Shares;" and

           WHEREAS, to induce the Purchasers to execute and deliver the Purchase
Agreement  and to  purchase  the  Preferred  Shares,  the  Company has agreed to
provide  certain  registration  rights  under  the  Securities  Act of 1933,  as
amended,  and the rules and  regulations  thereunder,  or any similar  successor
statute  (collectively,  the "Securities  Act"), and applicable state securities
laws with respect to the Common Shares;

           NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Purchasers hereby agree as follows:

           1.  Definitions.  Capitalized  terms used  herein  and not  otherwise
defined  herein  shall have the  respective  meanings  set forth in the Purchase
Agreement.  As used in this  Agreement,  the  following  terms  shall  have  the
following meanings:

                     (a) "Purchasers" means the Purchasers and any transferee or
assignee of the  Purchasers who agrees to become bound by the provisions of this
Agreement in accordance with Section 9 hereof.

                     (b)  "Registrable  Securities"  means  the  Common  Shares,
together  with any shares of Common  Stock  which may be issued as a dividend or
other  distribution  and any additional  shares of the Common Stock which may be
issued due to anti-dilution  adjustments with respect to the Preferred Shares or
Common  Shares,  which are required to be included in a  Registration  Statement
pursuant to Section 2(a) below.

                     (c) "Registration Period" means the period between the date
of  this  Agreement  and  the  earlier  of (i)  the  date  on  which  all of the
Registrable  Securities  have  been  sold,  or (ii) the  date on  which  all the
Registrable   Securities  (in  the  opinion  of  Purchasers'   counsel)  may  be
immediately  sold  without  registration  pursuant  to  Rule  144(k)  under  the
Securities Act without being subject to any volume limitations.

                     (d) "Registration Statement" means a registration statement
filed  with the  Securities  and  Exchange  Commission  (the  "SEC")  under  the
Securities  Act and any  subsequent  Registration  Statement  filed to  register
additional Registrable Securities.

                     (e) The terms "register,"  "registered," and "registration"
refer  to a  registration  effected  by  preparing  and  filing  a  Registration
Statement  in  compliance  with the  Securities  Act and  applicable  rules  and
regulations thereunder, and the declaration or ordering of effectiveness of such
Registration Statement by the SEC.

           2. Registration.

                     (a) Mandatory  Registration.  In the event that the holders
of no less than 30% of the Registrable  Securities request  (counting,  for this
purpose,  the number of Common  Shares then  issuable on conversion of Preferred
Shares or owned by the holders of  Preferred  Shares)  that the  Company  file a
Registration  Statement with the SEC registering the Registrable  Securities for
resale  for an  aggregate  amount of no less than $5  million  (a  "Registration
Request"),  the  Company  shall use its best  efforts to cause such shares to be
registered; provided, however, that the Company shall not be obligated to effect
any such  registration  prior to the earlier of (i) January 14, 2003 or (ii) six
months after the effective date of the Company's  first  Registration  Statement
filed with the SEC relating to a public offering of the Common Stock (an "IPO").
To the extent  allowable  under the  Securities  Act  (including  Rule 416), the
Registration  Statement  shall include the Common Shares and such  indeterminate
number of  additional  shares of the Common  Stock as may become  issuable  upon
conversion of the Preferred Shares (i) to prevent dilution  resulting from stock
splits, stock dividends or similar transactions, or (ii) by reason of changes in
the  conversion  price of the  Preferred  Shares  in  accordance  with the terms
thereof.  The  number  of  shares of Common  Stock  initially  included  in such
Registration  Statement  shall be no less  than 1  million  Common  Shares.  The
Registration  Statement  (and each  amendment or  supplement  thereto)  shall be
provided to, and subject to the approval of, the  Purchasers  and their counsel,
such approval not to be unreasonably  withheld or delayed. The Company shall use
its best efforts to cause such Registration  Statement to be declared  effective
by the SEC in a timely  manner,  but in no event  later  than 120 days after the
Company is notified of the Registration Request (the "Required Effective Date").
Such best efforts shall include,  but not be limited to, promptly  responding to
all  comments  received  from the  staff of the SEC.  The  Purchasers  shall use
reasonable  efforts to cause their counsel to provide any comments or approve of
any amendment to the Registration Statement within two business days of receipt.
Once declared  effective by the SEC, the Company  shall cause such  Registration
Statement  to remain  effective  throughout  the  Registration  Period,  and any
amendment of such Registration Statement that may be necessary shall not relieve
the Company of its  obligation  to cause the  Registration  Statement  to remain
effective under this Agreement.  A maximum of two  Registration  Requests may be
made by the Purchasers  pursuant to this Section 2(a), and the Company shall not
be  obligated  under  this  Section  2(a) to  comply  with  more  than  two such
Registration Requests.

                     (b) Grace Period After  Registration.  The Corporation will
not be  obligated  to effect any  registration  pursuant to Section  2(a) within
ninety (90) days after the effective date of a registration in which the holders
were entitled to include all of the  Registrable  Securities  in a  registration
statement  pursuant to Section 2(e) hereof.  The Corporation may postpone for up
to ninety (90) days the filing of a  registration  statement for a  registration
pursuant to Section 2(a) if the  Corporation has delivered to the holders of the
Registrable  Securities  a  certificate  signed by its Chief  Executive  Officer
stating that the Board of Directors has  determined in its good faith  judgment,
that the filing  and  completion  of the such  registration  would be  seriously
detrimental to the Corporation and its  stockholders  because such  registration
might require premature public  disclosure with respect to pending  confidential
matters  (the  "Board  Deferral  Right");  provided,  that (i) in such event the
holders  requesting the  registration  will be entitled to withdraw such request
and,  if such  request  is  withdrawn,  such  registration  will not  count as a
registration  hereunder  and (ii) the Board may not exercise its Board  Deferral
Right more than once in any twelve (12) month period.

                     (c)  Holdback   Agreements.   Each  holder  of  Registrable
Securities  agrees (i) not to effect any public sale or distribution  (including
sales pursuant to Rule 144) of the Registrable  Securities  during the seven (7)
days prior to and the ninety (90) day period  beginning on the effective date of
the  Registration  Statement for an IPO, unless the  underwriters  managing such
offering  otherwise  agree and (ii) that all  Registrable  Securities  which are
excluded from any other  underwriting by reason of the  underwriter's  marketing
limitation and all other Registrable  Securities not originally  requested to be
included in an underwriting  shall not be included in the  registration for such
underwriting  and shall be withheld from the market by the holders thereof for a
period not to exceed the period  commencing  seven (7) days prior to, and ending
ninety (90) days following,  the effective date of such Registration  Statement,
which the managing underwriter  reasonably determines is necessary to effect the
underwritten public offering.

                     (d)  Late  Registration   Payments.   If  the  Registration
Statement  required  pursuant  to  Section  2(a)  above  has not  been  declared
effective by the Required Effective Date, the Company will make cash payments to
the Purchasers as partial  compensation  for such delay (the "Late  Registration
Payments").  The Late Registration  Payments will be equal to one percent (1.0%)
of the Purchase Price (as defined in, and adjusted in accordance  with the terms
of, the Purchase  Agreement and the terms of the  Preferred  Shares set forth in
the Company's  Certificate of  Incorporation)  paid for the Preferred Shares for
each month following the Required  Effective Date,  continuing  through the date
the  Registration   Statement  is  declared  effective  by  the  SEC.  The  Late
Registration  Payments will be prorated on a daily basis for partial  months and
will be paid to the  Purchasers in cash within five (5) business days  following
the earlier of: (i) the end of each month following the Required Effective Date,
or (ii) the effective date of the Registration  Statement.  Nothing herein shall
limit any Purchaser's  right to pursue actual damages for the Company's  failure
to file a Registration  Statement or to have the Registration Statement declared
effective by the SEC on or prior to the Required  Effective  Date in  accordance
with the terms of this Agreement.

                     (e) Piggyback  Registrations.  If, at any time prior to the
expiration of the  Registration  Period,  the Company decides to register any of
its  securities  for its own  account or for the  account  of others  (excluding
registrations  relating to equity  securities  to be issued solely in connection
with an acquisition of any entity or business or in connection with stock option
or other employee benefit plans),  the Company will promptly give the Purchasers
written  notice  thereof,  and will  use its best  efforts  to  include  in such
registration  all or any  part  of the  Registrable  Securities  (excluding  any
Registrable Securities previously included in a Registration Statement which has
become effective) so requested by such Purchasers (a "Piggyback  Registration").
Each  Purchaser's  request  for  registration  must be given to the  Company  in
writing  within ten (10) days after  receipt of the notice from the Company.  If
the  registration  for  which the  Company  gives  notice  is a public  offering
involving an underwriting,  the Company will so advise the Purchasers as part of
the   above-described   written   notice.   In  such  event,   if  the  managing
underwriter(s)  of the  public  offering  impose a  limitation  on the number of
shares of Common  Stock  which may be  included  in the  Registration  Statement
because, in such underwriter(s)' judgment, such limitation would be necessary to
effect an orderly  public  distribution,  then the Company  will be obligated to
include only such limited  portion,  if any, of the Registrable  Securities with
respect  to which  such  Purchasers  have  requested  inclusion  hereunder.  Any
exclusion of Registrable  Securities shall be made pro-rata among all holders of
the Company's  securities  seeking to include shares of Common Stock (including,
for purposes of this Section 2(e)  holders of  securities  of the Company  other
than  the  Registrable  Securities  who  hold  and are  attempting  to  exercise
registration  rights)  in  proportion  to the  number of shares of Common  Stock
sought to be included by such holders; provided,  however, that the Company will
not exclude any Registrable Securities unless the Company has first excluded all
outstanding  securities  the  holders  of  which  are not  entitled  by right to
inclusion of securities  in such  Registration  Statement and that  Registerable
Securities may not be reduced below 33% of the total  securities  offered by the
Company in such Registration  Statement. No right to registration of Registrable
Securities  under this  Section  2(e) shall be construed to limit in any way the
registration  required under Section 2(a) above.  The obligations of the Company
under this  Section  2(e) will expire upon the earlier of: (i) after the Company
has afforded to the  Purchasers the  opportunity  for the Purchasers to exercise
registration  rights under this Section  2(e) for two  registrations;  provided,
however,  that any  Purchaser  who  shall  have had any  Registrable  Securities
excluded from any  Registration  Statement in accordance  with this Section 2(e)
shall be entitled to include in any additional  Registration  Statement filed by
the Company the  Registrable  Securities  so  excluded;  or (ii) when all of the
Registrable Securities held by any Purchaser may be sold by such Purchaser under
Rule  144(k)  under the  Securities  Act  without  being  subject  to any volume
restrictions.

                     (f) Unlimited S-3  Registration  Rights.  In the event that
the  Company  becomes  eligible  to  register  shares with the SEC on a Form S-3
Registration Statement or similar form ("Form S-3"), the holders of no less than
30% of the then outstanding  Registrable  Securities may, on an unlimited number
of occasions (while the Company remains  eligible to file on Form S-3),  require
the Company to register at least $1 million worth of  Registrable  Securities on
Form S-3 (an "S-3 Registration").

                     3.  Additional  Obligations  of the Company.  In connection
with the registration of the Registrable Securities,  the Company shall have the
following additional obligations:

                     (a) The  Company  shall  keep each  Registration  Statement
required  by  Section  2(a)  hereof  effective  pursuant  to Rule 415  under the
Securities Act at all times during the Registration Period as defined in Section
1(c) above.

                     (b) The Registration Statement (including any amendments or
supplements  thereto and  prospectuses  contained  therein) filed by the Company
shall not contain  any untrue  statement  of a material  fact or omit to state a
material fact required to be stated therein, or necessary to make the statements
therein,  not  misleading.  The Company shall prepare and file with the SEC such
amendments  (including   post-effective   amendments)  and  supplements  to  the
Registration   Statement  and  the  prospectus   used  in  connection  with  the
Registration  Statement as may be necessary to keep the  Registration  Statement
effective at all times during the Registration  Period, and, during such period,
shall  comply with the  provisions  of the  Securities  Act with  respect to the
disposition  of  all  Registrable  Securities  of  the  Company  covered  by the
Registration  Statement  until such time as all of such  Registrable  Securities
have been disposed of in accordance with the intended  methods of disposition by
the sellers thereof as set forth in the Registration Statement. In the event the
number of shares of Common  Stock  included in a  Registration  Statement  filed
pursuant to this Agreement (excluding Piggyback Registrations as provided for in
Section 2(e) above) is insufficient to cover all of the Registrable  Securities,
the  Company  shall  amend  the   Registration   Statement  and/or  file  a  new
Registration  Statement so as to cover all of the Registrable Securities as soon
as  practicable,  but in no event more than twenty (20)  business days after the
Company  first  determines  (or  reasonably  should  have  determined)  the need
therefor.  The Company shall use its best efforts to cause such amendment and/or
new Registration  Statement to become effective as soon as practicable following
the filing thereof.  The Late  Registration  Payment  provisions of Section 2(d)
above  shall  become  applicable  with  respect  to the  effectiveness  of  such
amendment and/or new Registration Statement on the sixtieth (60th) day following
the date the Company first determines (or reasonably should have determined) the
need for the amendment and/or new Registration Statement.

                     (c) The  Company  shall  furnish  to each  Purchaser  whose
Registrable  Securities are included in the Registration  Statement (i) promptly
after the  Registration  Statement is prepared and publicly  distributed,  filed
with the SEC or received by the Company, one copy of the Registration  Statement
and any amendment thereto; each preliminary  prospectus and final prospectus and
each  amendment  or  supplement  thereto;  and, in the case of the  Registration
Statement required under Section 2(a) above, each letter written by or on behalf
of the Company to the SEC and each item of correspondence  from the SEC, in each
case relating to such Registration Statement (other than any portion of any item
thereof which contains information for which the Company has sought confidential
treatment);  and (ii)  such  number  of  copies  of a  prospectus,  including  a
preliminary  prospectus,  and all amendments and supplements  thereto,  and such
other documents as such Purchaser may reasonably  request in order to facilitate
the disposition of the Registrable Securities owned by such Purchaser.

                     (d) The Company  shall use its best efforts to (i) register
and qualify the Registrable  Securities  covered by the  Registration  Statement
under  such  other  securities  or blue  sky laws of such  jurisdictions  as the
Purchasers reasonably request, (ii) prepare and file in those jurisdictions such
amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations as may be necessary to maintain the  effectiveness  thereof during
the  Registration  Period,  (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration  Period,  and (iv) take all other actions  reasonably  necessary or
advisable to qualify the Registrable  Securities for sale in such jurisdictions.
Notwithstanding  the foregoing  provision,  the Company shall not be required in
connection  therewith or as a condition thereto to (i) qualify to do business in
any  jurisdiction  where it would not  otherwise  be required to qualify but for
this  Section  3(d),  (ii)  subject  itself  to  general  taxation  in any  such
jurisdiction,  (iii)  file a general  consent  to service of process in any such
jurisdiction, (iv) provide any undertakings that cause more than nominal expense
or burden to the Company, or (v) make any change in its charter or bylaws, which
in each case the Board of Directors of the Company  determines to be contrary to
the best interests of the Company and its shareholders.

                     (e) In the event Purchasers who hold a majority in interest
of the Registrable Securities being offered in an offering in which no less than
50% of such offering is comprised of Registrable  Securities select underwriters
for such  offering,  the Company  shall  enter into and perform its  obligations
under an underwriting  agreement in usual and customary form including,  without
limitation,  customary  indemnification and contribution  obligations,  with the
managing  underwriter of such offering.  If the Registration  Statement required
pursuant to Section 2(a) is not then effective, the Company shall be responsible
for payment of the  reasonable  attorney fees and costs incurred by one law firm
selected by such  Purchasers to represent  their  interests in the  underwritten
offering.

                     (f) The  Company  shall  notify  each  Purchaser  who holds
Registrable  Securities  being sold pursuant to a Registration  Statement of the
happening  of any event of which the Company has  knowledge as a result of which
(i) the  prospectus  included in the  Registration  Statement  as then in effect
includes  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the statements  therein,
not  misleading,  or (ii) sales  cannot be made  pursuant  to such  Registration
Statement  in  compliance  with the  securities  laws for any  other  reason  (a
"Suspension  Event").  The Company shall make such  notification  as promptly as
practicable  after the Company  becomes aware of such  Suspension  Event,  shall
promptly  use its best  efforts  to prepare a  supplement  or  amendment  to the
Registration  Statement to correct such untrue statement or omission,  and shall
deliver a number of copies of such  supplement or amendment to each Purchaser as
such Purchaser may reasonably request. If a Purchaser reasonably believes that a
Suspension  Event is in effect,  but has not  received  notice  thereof from the
Company,  such  Purchaser  may  deliver  a  written  request,  setting  forth in
reasonable  detail  the basis and source  (including  any  individual)  for such
belief,  that the Company  confirm that no  Suspension  Event is in effect.  The
Company shall respond to any such request with a letter executed by an executive
officer of the Company  stating  that,  in  consultation  with its counsel,  the
Company has  determined  that a Suspension  Event is or is not in effect,  on or
before the third business day following receipt of such request.  If the Company
fails to respond within such time period,  a Suspension Event shall be deemed to
be in effect commencing retroactively as of the day that the Purchaser delivered
its request to the Company,  and shall continue until the Purchaser is otherwise
notified by the Company.  Notwithstanding the foregoing  provision,  the Company
shall  not be  required  to  maintain  the  effectiveness  of  the  Registration
Statement or to amend or supplement the  Registration  Statement for a period (a
"Delay Period")  beginning on the date of occurrence of the Suspension Event and
expiring  upon the  earlier  to occur  of (i) the  date on which  such  material
information  is disclosed to the public or ceases to be material,  (ii) the date
on which the Company is able to comply with its disclosure  obligations  and SEC
requirements  related thereto, or (iii) thirty (30) days after the occurrence of
the Suspension Event;  provided,  however, that there shall not be more than two
Delay  Periods in any  twelve  (12)  month  period.  In the event that the total
number of days in any  Delay  Period(s)  within a  twelve-month  period  exceeds
thirty (30) days, the Company shall extend the conversion  date of the Preferred
Shares  for a number  of days  equal to the total  number of days in such  Delay
Period(s).  In the event  that the number of days in all Delay  Period(s)  taken
together  within a twelve-month  period exceeds sixty (60) days, or in the event
that  there  are  more  than  two  Delay  Periods  in any  twelve-month  period,
regardless of the duration, the Company shall compensate the Purchasers for such
delay by making monthly cash payments,  prorated on a daily basis,  to each such
Purchaser  of one percent  (1.0%) of the  Purchase  Price (as defined in, and in
accordance  with the terms of, the Purchase  Agreement) paid for the Registrable
Shares  still held by such  Purchaser  at such time for each  month,  continuing
through the date the Delay Period ceases (the "Delay  Compensation").  The Delay
Compensation  will begin to accrue on the sixty-first  (61st) day falling within
one or more Suspension Events in any twelve-month period (or on the first day of
any Delay  Period in excess of the first two Delay  Periods) and will be payable
thirty  days  from  that  date  and  each  thirty  days  thereafter   until  the
Registration Statement is brought effective.

                     (g) The Company  shall use its best  efforts to prevent the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement  and,  if such an order is  issued,  shall  use its best
efforts to obtain the withdrawal of such order at the earliest possible time and
to notify each Purchaser who holds Registrable Securities being sold (or, in the
event of an underwritten offering, the managing underwriters) of the issuance of
such order and the resolution thereof.

                     (h) The Company  shall  permit  counsel  designated  by the
Purchasers  who  hold  Registrable   Securities  being  sold  pursuant  to  such
registration  to  review  the  Registration  Statement  and all  amendments  and
supplements  thereto (as well as all requests for  acceleration or effectiveness
thereof) a  reasonable  period of time prior to their  filing with the SEC,  and
shall not file any document in a form to which such counsel reasonably objects.

                     (i) The  Company  shall  make  generally  available  to its
security holders as soon as practical, but not later than ninety (90) days after
the close of the  period  covered  thereby,  an  earnings  statement  (in a form
complying with the  provisions of Rule 158 under the Securities  Act) covering a
twelve-month  period  beginning  not later  than the first day of the  Company's
fiscal quarter following the effective date of the Registration Statement.

                     (j) At the request of any Purchaser  who holds  Registrable
Securities being sold pursuant to such  registration,  the Company shall furnish
on the date that Registrable Securities are delivered to an underwriter for sale
in connection  with the  Registration  Statement (i) a letter,  dated such date,
from  the  Company's  independent  certified  public  accountants  in  form  and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering,  addressed, if permitted by the
then applicable rules or the American Institute of Certified Public Accountants,
to  the  Purchasers;  and  (ii)  an  opinion,  dated  such  date,  from  counsel
representing the Company for purposes of such  Registration  Statement,  in form
and  substance  as is  customarily  given in an  underwritten  public  offering,
addressed to the underwriters and Purchasers.

                     (k) The Company shall make  available for inspection by any
Purchaser  whose  Registrable   Securities  are  being  sold  pursuant  to  such
registration,  any underwriter  participating in any disposition pursuant to the
Registration Statement, and any attorney,  accountant or other agent retained by
any  such  Purchaser  or  underwriter  (collectively,   the  "Inspectors"),  all
pertinent  financial  and  other  records,  pertinent  corporate  documents  and
properties of the Company (collectively,  the "Records"), as shall be reasonably
necessary to enable each Inspector to exercise its due diligence responsibility,
and cause  the  Company's  officers,  directors  and  employees  to  supply  all
information which any Inspector may reasonably  request for purposes of such due
diligence;  provided,  however, that each Inspector shall hold in confidence and
shall not make any  disclosure  (except to a Purchaser)  of any Records or other
information which the Company  determines in good faith to be confidential,  and
of which determination the Inspectors are so notified, unless (i) the disclosure
of such Records is necessary to avoid or correct a  misstatement  or omission in
any Registration Statement, (ii) the release of such Records is ordered pursuant
to a  subpoena  or other  order  from a court or  government  body of  competent
jurisdiction,  or is reasonably necessary in connection with litigation or other
legal process,  or (iii) the information in such Records has been made generally
available  to the public  other than by  disclosure  in violation of this or any
other agreement.  The Company shall not be required to disclose any confidential
information  in such Records to any  Inspector  until and unless such  Inspector
shall  have  entered  into  confidentiality  agreements  (in form and  substance
satisfactory   to  the  Company)   with  the  Company   with  respect   thereto,
substantially  in the form of this Section 3(k).  Each Purchaser  agrees that it
shall,  upon learning that disclosure of such Records is sought in or by a court
or  governmental  body of competent  jurisdiction  or through other means,  give
prompt notice to the Company and allow the Company, at the Company's expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, the Records  deemed  confidential.  Nothing herein shall be deemed to
limit any Purchaser's  ability to sell Registrable  Securities in a manner which
is otherwise consistent with applicable laws and regulations.

                     (l) The Company shall hold in confidence and shall not make
any  disclosure of  information  concerning a Purchaser  provided to the Company
pursuant hereto unless (i) disclosure of such information is necessary to comply
with federal or state  securities  laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any  Registration
Statement,  (iii) the  release  of such  information  is ordered  pursuant  to a
subpoena  or  other  order  from a  court  or  governmental  body  of  competent
jurisdiction,  or is reasonably necessary in connection with litigation or other
legal process, or (iv) such information has been made generally available to the
public other than by disclosure in violation of this or any other agreement. The
Company agrees that it shall,  upon learning that disclosure of such information
concerning  a  Purchaser  is  sought  in or by a court or  governmental  body of
competent  jurisdiction  or through  other  means,  give  prompt  notice to such
Purchaser and allow such  Purchaser,  at its expense,  to undertake  appropriate
action to prevent  disclosure  of, or to obtain a  protective  order  for,  such
information.

                     (m) The Company  shall use its best  efforts  either to (i)
cause all the Registrable Securities covered by the Registration Statement to be
listed on Nasdaq (as defined below),  the AMEX or the NYSE if similar securities
issued  by the  Company  are  then  listed,  and  on  each  additional  national
securities  exchange on which similar  securities issued by the Company are then
listed, if any, if the listing of such Registrable  Securities is then permitted
under the rules of such exchange or market,  or (ii) secure  designation  of all
the Registrable  Securities covered by the Registration  Statement as a National
Association  of  Securities  Dealers  Automated   Quotations  System  ("Nasdaq")
"national  market system security" within the meaning of Rule 11Aa2-1 of the SEC
under the Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and
the quotation of the Registrable Securities on the Nasdaq National Market System
or the Nasdaq  SmallCap  Market or, if,  despite the  Company's  best efforts to
satisfy  the  preceding  clause  (i) or (ii),  the  Company is  unsuccessful  in
satisfying the preceding  clause (i) or (ii), to arrange for at least two market
makers to register with the National  Association  of Securities  Dealers,  Inc.
("NASD") as such with respect to such Registrable Securities.

                     (n) The  Company  shall  provide  for a transfer  agent and
registrar  for  the  Registrable  Securities,  which  may  be a  single  entity,
effective  no later than ten (10) days  before  the  filing of any  Registration
Statement  on  behalf  of  the  Company,  and  the  Company  shall  deliver  the
instructions  to the  transfer  agent,  substantially  in the form of  Exhibit A
annexed hereto (the "Instructions to the Transfer Agent"), to the transfer agent
within five days following the appointment of the transfer agent (as provided in
Section 3(o) below).

                     (o) The Company shall  cooperate  with the  Purchasers  who
hold  Registrable   Securities  being  sold  and  the  managing  underwriter  or
underwriters,  if any, to  facilitate  the timely  preparation  and  delivery of
certificates  (not bearing any  restrictive  legends)  representing  Registrable
Securities  to be  sold  pursuant  to  the  Registration  Statement  and  enable
certificates  to be in such  denominations  or  amounts  as the case may be, and
registered in such names as the managing underwriter or underwriters, if any, or
the Purchasers may reasonably  request;  and,  within five business days after a
Registration   Statement  which  includes  Registrable   Securities  is  ordered
effective by the SEC, the Company shall  deliver,  and shall cause legal counsel
selected by the Company to deliver,  to the transfer  agent for the  Registrable
Securities  (with copies to the  Purchasers  whose  Registrable  Securities  are
included in such Registration Statement) the Instructions to the Transfer Agent,
instructing the transfer agent to issue new stock certificates  without a legend
and an opinion of such counsel that the Common Shares have been registered.

                     (p) The  Company  shall take all other  reasonable  actions
necessary  to  expedite  and  facilitate  disposition  by the  Purchaser  of the
Registrable Securities pursuant to the Registration Statement.

           4. Obligations of the Purchasers. In connection with the registration
of  the  Registrable  Securities,   the  Purchasers  shall  have  the  following
obligations:

                     (a) It shall be a condition precedent to the obligations of
the Company to take any action  pursuant to this  Agreement with respect to each
Purchaser  that such  Purchaser  shall  furnish to the Company such  information
regarding  itself,  the  number  of  Registrable  Securities  held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required by the rules of the SEC to effect the registration of the
Registrable  Securities.  At least  ten (10)  business  days  prior to the first
anticipated filing date of the Registration Statement,  the Company shall notify
each Purchaser of the information the Company  requires from each such Purchaser
(the  "Requested  Information")  if such  Purchaser  elects  to have any of such
Purchaser's  Registrable Securities included in the Registration  Statement.  If
within ten (10)  business  days of such notice the Company has not  received the
Requested Information from a Purchaser (a "Non-Responsive Purchaser"),  then the
Company  may file  the  Registration  Statement  without  including  Registrable
Securities of such Non-Responsive Purchaser.

                     (b) Each Purchaser,  by such Purchaser's  acceptance of the
Registrable  Securities,  agrees to  cooperate  with the  Company as  reasonably
requested by the Company in connection  with the  preparation  and filing of the
Registration Statement hereunder, unless such Purchaser has notified the Company
in writing of such  Purchaser's  election  to  exclude  all of such  Purchaser's
Registrable Securities from the Registration Statement.

                     (c) In the event Purchasers  holding a majority in interest
of the Registrable  Securities being registered determine to engage the services
of an  underwriter,  each  Purchaser  agrees  to  enter  into and  perform  such
Purchaser's  obligations under an underwriting agreement, in usual and customary
form, including, without limitation,  customary indemnification and contribution
obligations,  with the managing underwriter of such offering and take such other
actions as are  reasonably  required  in order to  expedite  or  facilitate  the
disposition of the  Registrable  Securities,  unless such Purchaser has notified
the  Company in  writing of such  Purchaser's  election  to exclude  all of such
Purchaser's Registrable Securities from the Registration Statement.

                     (d) Each Purchaser  agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind  described in Section
3(f) or  3(g),  such  Purchaser  will  immediately  discontinue  disposition  of
Registrable  Securities  pursuant to the  Registration  Statement  covering such
Registrable  Securities  until  such  Purchaser's  receipt  of the copies of the
supplemented  or  amended  prospectus  contemplated  by  Section  3(f) or  order
contemplated by Section 3(g) and, if so directed by the Company,  such Purchaser
shall  deliver to the Company (at the  expense of the  Company) or destroy  (and
deliver  to the  Company  a  certificate  of  destruction)  all  copies  in such
Purchaser's  possession,  of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.

                     (e)  No  Purchaser  may  participate  in  any  underwritten
registration hereunder unless such Purchaser (i) agrees to sell such Purchaser's
Registrable  Securities on the basis provided in any  underwriting  arrangements
approved by the Purchasers entitled hereunder to approve such arrangements, (ii)
completes  and executes  all  questionnaires,  powers of attorney,  indemnities,
underwriting  agreements and other documents reasonably required under the terms
of such underwriting arrangements, and (iii) agrees to pay its pro rata share of
all  underwriting  discounts  and  commissions  and other fees and  expenses  of
investment  bankers and any manager or managers of such  underwriting  and legal
expenses  of  the  underwriter   applicable  with  respect  to  its  Registrable
Securities,  in each case to the extent not payable by the  Company  pursuant to
the terms of this Agreement.

           5. Expenses of  Registration.  All  reasonable  expenses,  other than
underwriting   discounts   and   commissions,   incurred  in   connection   with
registrations,   filings  or  qualifications  pursuant  to  Sections  2  and  3,
including,  without  limitation,  all registration,  listing and  qualifications
fees,  printers and accounting  fees, the fees and  disbursements of counsel for
the Company,  and the reasonable fees and  disbursements of one counsel selected
by the  Purchasers  pursuant  to  Section  3(e)  hereof,  shall  be borne by the
Company.

           6.  Indemnification.  In the event  any  Registrable  Securities  are
included in a Registration Statement under this Agreement:

                     (a) To the  extent  permitted  by  law,  the  Company  will
indemnify  and  hold  harmless  each   Purchaser  who  holds  such   Registrable
Securities,  the directors, if any, of such Purchaser,  the officers, if any, of
such  Purchaser,  each person,  if any, who  controls any  Purchaser  within the
meaning of the Securities Act or the Exchange Act, any  underwriter  (as defined
in the  Securities  Act) for the  Purchasers,  the  directors,  if any,  of such
underwriter and the officers,  if any, of such underwriter,  and each person, if
any, who controls any such underwriter  within the meaning of the Securities Act
or the Exchange Act (each, an "Indemnified Person"), against any losses, claims,
damages,  expenses or liabilities (joint or several) (collectively  "Claims") to
which any of them become subject under the  Securities  Act, the Exchange Act or
otherwise, insofar as such Claims (or actions or proceedings,  whether commenced
or  threatened,  in respect  thereof)  arise out of or are based upon any of the
following statements,  omissions or violations in the Registration Statement, or
any post-effective  amendment thereof, or any prospectus  included therein:  (i)
any untrue statement or alleged untrue statement of a material fact contained in
the  Registration  Statement  or any  post-effective  amendment  thereof  or the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements therein not misleading,  (ii)
any untrue statement or alleged untrue statement of a material fact contained in
any  preliminary  prospectus  if  used  prior  to the  effective  date  of  such
Registration  Statement,  or  contained in the final  prospectus  (as amended or
supplemented,  if the Company files any amendment thereof or supplement  thereto
with the SEC) or the omission or alleged  omission to state therein any material
fact necessary to make the statements made therein, not misleading, or (iii) any
violation  or alleged  violation  by the  Company  of the  Securities  Act,  the
Exchange Act or any state  securities law or any rule or regulation (the matters
in the foregoing clauses (i) through (iii) being,  collectively,  "Violations").
Subject to the restrictions set forth in Section 6(c) with respect to the number
of legal  counsel,  the Company  shall  reimburse the  Purchasers  and each such
underwriter  or controlling  person,  promptly as such expenses are incurred and
are due and payable, for any legal fees or other reasonable expenses incurred by
them  in   connection   with   investigating   or  defending   any  such  Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained in this Section 6(a): (A) shall not apply to a Claim by any
Indemnified  Person or Underwriter for such Indemnified Person arising out of or
based upon a Violation  which  occurs in reliance  upon and in  conformity  with
information  furnished in writing to the Company by such  Indemnified  Person or
underwriter for such Indemnified Person expressly for use in connection with the
preparation  of the  Registration  Statement  or any such  amendment  thereof or
supplement  thereto, if such prospectus was timely made available by the Company
pursuant to Section 3(c) hereof; (B) with respect to any preliminary  prospectus
shall not inure to the benefit of any such person from whom the person asserting
any such Claim purchased the Registrable Securities that are the subject thereof
(or  to the  benefit  of any  person  controlling  such  person)  if the  untrue
statement or omission of material fact contained in the  preliminary  prospectus
was  corrected  in  the  prospectus,  as  then  amended  or  supplemented,  if a
prospectus  was timely made  available  by the Company  pursuant to Section 3(c)
hereof;  and (C) shall not apply to amounts paid in  settlement  of any Claim if
such  settlement is effected  without the prior written  consent of the Company,
which consent shall not be unreasonably withheld. Such indemnity shall remain in
full force and effect  regardless of any  investigation  made by or on behalf of
the  Indemnified  Persons  and shall  survive the  transfer  of the  Registrable
Securities by the Purchasers pursuant to Section 9.

                     (b) In connection with any Registration  Statement in which
a Purchaser is  participating,  each such Purchaser agrees to indemnify and hold
harmless,  to the same extent and in the same manner set forth in Section  6(a),
the  Company,  each  of its  directors,  each  of its  officers  who  signs  the
Registration Statement, each person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act, any underwriter and any other
stockholder selling securities pursuant to the Registration  Statement or any of
its  directors  or  officers  or any person who  controls  such  stockholder  or
underwriter  within  the  meaning  of the  Securities  Act or the  Exchange  Act
(collectively and together with an Indemnified Person, an "Indemnified  Party"),
against any Claim to which any of them may become subject,  under the Securities
Act, the Exchange  Act or  otherwise,  insofar as such Claim arises out of or is
based upon any  Violation,  in each case to the extent  (and only to the extent)
that such  Violation  occurs in reliance  upon and in  conformity  with  written
information  furnished  to the Company by such  Purchaser  expressly  for use in
connection with such  Registration  Statement,  and such Purchaser will promptly
reimburse any legal or other expenses  reasonably incurred by them in connection
with  investigating  or defending any such Claim;  provided,  however,  that the
indemnity  agreement  contained  in this Section 6(b) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written  consent of such  Purchaser,  which  consent  shall not be  unreasonably
withheld;  provided further,  however, that the Purchasers shall be liable under
this  Section  6(b) for only that  amount of a Claim as does not  exceed the net
proceeds to such  Purchaser  as a result of the sale of  Registrable  Securities
pursuant to such  Registration  Statement.  Such indemnity  shall remain in full
force and effect  regardless of any  investigation  made by or on behalf of such
Indemnified  Party and shall survive the transfer of the Registrable  Securities
by the  Purchasers  pursuant  to  Section  9.  Notwithstanding  anything  to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section 6(b) with respect to any preliminary  prospectus  shall not inure to the
benefit of any Indemnified Party if the untrue statement or omission of material
fact contained in the preliminary  prospectus was corrected on a timely basis in
the prospectus, as then amended or supplemented.

                     (c)  Promptly  after  receipt by an  Indemnified  Person or
Indemnified  Party  under this  Section 6 of notice of the  commencement  of any
action  (including  any  governmental   action),   such  Indemnified  Person  or
Indemnified  Party shall,  if a Claim in respect  thereof is to made against any
indemnifying  party under this  Section 6, deliver to the  indemnifying  party a
written notice of the  commencement  thereof and such  indemnifying  party shall
have the right to participate in, and, to the extent the  indemnifying  party so
desires,  jointly with any other indemnifying party similarly noticed, to assume
control  of the  defense  thereof  with  counsel  mutually  satisfactory  to the
indemnifying  parties;   provided,   however,  that  an  Indemnified  Person  or
Indemnified Party shall have the right to retain its own counsel,  with the fees
and expenses to be paid by the indemnifying party, if, in the reasonable opinion
of counsel  retained  by the  indemnifying  party,  the  representation  by such
counsel of the  Indemnified  Person or  Indemnified  Party and the  indemnifying
party would be  inappropriate  due to actual or  potential  differing  interests
between such Indemnified Person or Indemnified Party and other party represented
by such counsel in such proceeding.  The Company shall pay for only one separate
legal  counsel for the  Purchasers;  such legal counsel shall be selected by the
Purchasers  holding a majority in interest of the  Registrable  Securities.  The
failure to deliver written notice to the indemnifying  party within a reasonable
time of the commencement of any such action shall not relieve such  indemnifying
party of any liability to the Indemnified Person or Indemnified Party under this
Section 6, except to the extent that the indemnifying party is prejudiced in its
ability to defend such action.  The  indemnification  required by this Section 6
shall be made by periodic  payments of the amount  thereof  during the course of
the  investigation  or defense,  as such expense,  loss,  damage or liability is
incurred and is due and payable.

           7.  Contribution.  To the extent  any  indemnification  provided  for
herein is  prohibited or limited by law, the  indemnifying  party agrees to make
the  maximum  contribution  with  respect  to any  amounts  for  which  it would
otherwise  be liable  under  Section 6 to the fullest  extent  permitted by law;
provided,  however,  that (i) no contribution shall be made under  circumstances
where the maker would not have been liable for  indemnification  under the fault
standards  set forth in  Section  6, (ii) no  seller of  Registrable  Securities
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the  Securities  Act)  shall be  entitled  to  contribution  from any  seller of
Registrable Securities who was not guilty of such fraudulent  misrepresentation,
and (iii) contribution by any seller of Registrable  Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of
such Registrable Securities.

           8. Reports under the Exchange Act. With a view to making available to
the Purchasers the benefits of Rule 144 promulgated  under the Securities Act or
any other  similar rule or regulation of the SEC that may at any time permit the
Purchasers to sell securities of the Company to the public without  registration
("Rule 144"), the Company agrees to:

                     (a) File with the SEC in a timely  manner and make and keep
available  all reports  and other  documents  required of the Company  under the
Exchange Act so long as the Company remains subject to such requirements and the
filing and  availability of such reports and other documents is required for the
applicable provisions of Rule 144;

                     (b) Furnish to each Purchaser so long as the Company is not
subject to  Section  13 or 15(d) of the  Exchange  Act,  such other  information
necessary for compliance with Rule 144(c)(2) of the Exchange Act; and

                     (c)  Furnish to each  Purchaser  so long as such  Purchaser
holds Registrable Securities,  promptly upon request, (i) a written statement by
the Company that it has complied with the reporting requirements of Rule 144 and
the Exchange Act,  (ii) a copy of the most recent annual or quarterly  report of
the Company and such other  reports and  documents so filed by the Company,  and
(iii)  such  other  information  as may be  reasonably  requested  to permit the
Purchasers to sell such securities pursuant to Rule 144 without registration.

           9. Assignment of Registration  Rights. The rights to have the Company
register  Registrable  Securities  pursuant to this Agreement may be assigned or
otherwise transferred by a Purchaser to (a) any affiliate of such Purchaser, (b)
any family member or trust for the benefit of any individual  Purchaser,  or (c)
any transferee who acquires no less than 50,000 shares of Registrable Securities
(collectively, "Permitted Transferrees"), provided that (i) the Purchaser agrees
in writing with the transferee or assignee to assign such rights,  and a copy of
such agreement is furnished to the Company  within a reasonable  time after such
assignment, (ii) the Company is, within a reasonable time prior to such transfer
or  assignment,  furnished  with written  notice of the name and address of such
transferee  or  assignee  and  the   securities   with  respect  to  which  such
registration  rights are being  transferred  or assigned,  (iii)  following such
transfer  or  assignment  the  further  disposition  of such  securities  by the
transferee or assignee is restricted  under the  Securities  Act and  applicable
state  securities  laws,  (iv) at or before the time the  Company  received  the
written notice  contemplated by clause (ii) of this sentence,  the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions
contained herein,  (v) such transfer shall have been made in accordance with the
applicable  requirements  of the Purchase  Agreement,  and (vi) such  transferee
shall  be an  "accredited  investor"  as that  term is  defined  in Rule  501 of
Regulation D promulgated under the Securities Act.

           10.  Amendment of Registration  Rights.  Provisions of this Agreement
may be amended and the observance  thereof may be waived (either generally or in
a particular  instance and either  retroactively or prospectively) only with the
written  consent of the Company and Purchasers  who hold a majority  interest of
the Registrable Securities.  Any amendment or waiver effected in accordance with
this Section 10 shall be binding upon each Purchaser and the Company.

           11. Miscellaneous.

                     (a) Conflicting Instructions.  A person or entity is deemed
to be a holder of Registrable  Securities whenever such person or entity owns of
record  such  Registrable  Securities.   If  the  Company  receives  conflicting
instructions,  notices or elections  from two or more  persons or entities  with
respect to the same Registrable Securities, the Company shall act upon the basis
of instructions,  notice or election  received from the registered owner of such
Registrable Securities.

                     (b) Notices.  Any notices required or permitted to be given
under the terms of this Agreement  shall be sent by certified or registered mail
(with return receipt requested) or delivered personally or by courier (including
a   nationally   recognized   overnight   delivery   service)  or  by  facsimile
transmission.  Any notice so given  shall be deemed  effective  three days after
being deposited in the U.S. Mail, or upon receipt if delivered  personally or by
courier or  facsimile  transmission,  in each case  addressed  to a party at the
following  address or such other  address  as each such party  furnishes  to the
other in accordance with this Section 11(b):

                     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

                     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.

                     (c) Waiver.  Failure of any party to exercise  any right or
remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, shall not operate as a waiver thereof.

                     (d) 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 conflict  laws.  The parties  hereto  irrevocably  consent to the
jurisdiction  of the United States federal courts in New Jersey and 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 11(b) 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  right to serve process in any other
manner  permitted by law. The parties  hereto agree that a final  non-appealable
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.

                     (e)  Severability.  In the event that any provision of this
Agreement is invalid or  unenforceable  under any applicable  statute or rule of
law, then such provision  shall be deemed  inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof which may prove invalid or unenforceable under
any law shall not affect the validity or  enforceability  of any other provision
hereof.

                     (f)  Entire  Agreement.  This  Agreement  and the  Purchase
Agreement  (including all schedules and exhibits thereto)  constitute the entire
agreement  among the parties  hereto with respect to the subject  matter hereof.
There are no  restrictions,  promises,  warranties or  undertakings,  other than
those set forth or referred to herein or therein.  This Agreement supersedes all
prior agreements and understandings among the parties hereto with respect to the
subject matter hereof.

                     (g) Successors and Assigns.  Subject to the requirements of
Section 9 hereof,  this  Agreement  shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto.

                     (h)  Use of  Pronouns.  All  pronouns  and  any  variations
thereof refer to the masculine,  feminine or neuter,  singular or plural, as the
context may require.

                     (i) Headings. The headings and subheadings in the Agreement
are for  convenience of reference  only and shall not limit or otherwise  affect
the meaning hereof.

                     (j) Counterparts.  This Agreement may be executed in two or
more  counterparts,  each of which shall be deemed an original  but all of which
shall constitute one and the same agreement.  This Agreement, once executed by a
party, may be delivered to the other party hereto by facsimile transmission, and
facsimile signatures shall be binding on the parties hereto.

                     (k) Further Acts. 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.

                     (l) Remedies.  No provision of this Agreement providing for
any  remedy to any party  shall  limit  any  remedy  which  would  otherwise  be
available to such Purchaser at law or in equity. Nothing in this Agreement shall
limit any  rights a  Purchaser  may have with any  applicable  federal  or state
securities laws with respect to the investment  contemplated hereby. The Company
acknowledges  that  a  breach  by it of its  obligations  hereunder  will  cause
irreparable  harm to a Purchaser.  Accordingly,  the Company and the  Purchasers
acknowledge that the remedy at law for a breach of their respective  obligations
under this  Agreement  will be inadequate  and that, in the event of a breach or
threatened  breach  by the  Company  or  the  Purchasers,  respectively,  of the
provisions  of this  Agreement,  that a Purchaser or the Company,  respectively,
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.

                     (m) Consents.  All consents and other  determinations to be
made by the Purchasers  pursuant to this  Agreement  shall be made by Purchasers
holding a majority of the Registrable Securities, determined as if all shares of
Preferred Stock of the Company issued in the offering had been converted into or
exercised for Registrable Securities.

                     IN WITNESS WHEREOF,  the parties 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

PURCHASERS:


 /s/ John S. Steffens
-------------------------------
John L. Steffens


ALPHANET SOLUTIONS, INC.


By:   /s/ Donald A. Deieso
-------------------------------
Name:   Donald A. Deieso
Title:  President and CEO

FALLEN ANGEL EQUITY FUND, L.P.


By:  /s/ Ira Cohen
-------------------------------
Name:  Ira Cohen
Title: Limited Partner

<PAGE>
                                                                     Exhibit A

                           TRANSFER AGENT INSTRUCTIONS

                                ________ __, 2000

[Transfer Agent]
[Street Address]
[City, State, Zip]

           Reference  is made to that  certain  Securities  Purchase  Agreement,
dated as of January 14, 2000 (the "Purchase Agreement"),  by and among nex-i.com
inc., a New Jersey corporation (the "Company"),  and each of AlphaNet Solutions,
Inc.,  Fallen Angel Equity Fund,  L.P. and John L. Steffens  (collectively,  the
"Holders"),  pursuant to which the  Company is issuing to the Holders  shares of
the Company's Series A Convertible  Participating  Preferred  Shares,  Par Value
$0.01 per  share  (the  "Preferred  Shares").  This  letter  shall  serve as our
irrevocable  authorization  and  direction  to you  (provided  that  you are the
transfer agent of the Company at such time) to issue up to ___________ shares of
the Company's  common stock, par value $0.01 per share (the "Common Stock") upon
conversion  of the  Preferred  Shares (the  "Conversion  Shares") to or upon the
order of a Holder from time to time upon:

           1.  Surrender to you by the Company of a properly  completed and duly
           executed Conversion Notice, in the form attached hereto as Exhibit A,
           and delivery to the Company of  certificates  representing  Preferred
           Shares  being  converted  (or  an  indemnification  undertaking  with
           respect  to  such  shares  in  the  case  of  their  loss,  theft  or
           destruction);

           AND

           2.  Written   confirmation   from  counsel  to  the  Company  that  a
           registration  statement covering resales of the Conversion Shares has
           been declared  effective by the  Securities  and Exchange  Commission
           under the Securities Act of 1933, as amended.

           Certificates  representing  the Conversion  Shares shall not bear any
legend  restricting  transfer of the Conversion Shares thereby and should not be
subject  to  any  stop-transfer  restriction;  provided,  however,  that  if the
Conversion  Shares are not  registered  for resale under the  Securities  Act of
1933,  as amended,  or otherwise  may not be sold pursuant to Rule 144, then the
certificates for Conversion Shares shall bear the following legend:

                     "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."

and,  provided,  further  that the  Company  may from time to time notify you to
place  stop-transfer  restrictions on the certificates for the Conversion Shares
in the event a registration  statement covering the Conversion Shares is subject
to amendment.

           Please be advised that the Holders are relying upon this letter as an
inducement to enter into the Purchase Agreement and, accordingly, each Holder is
a third party beneficiary to these instructions.

           Should you have any questions concerning this matter,  please contact
me at 609-497-9400.

                                      Very truly yours,

                                      NEX-I.COM INC.


                                      By: _____________________________________
                                                 Ira A. Baseman, President

ACKNOWLEDGED AND AGREED:
[TRANSFER AGENT]

By: ____________________________________
Name: __________________________________
Title: _________________________________
Date: __________________________________

<PAGE>

                                    Exhibit A
                              NOTICE OF CONVERSION

To:        nex-i.com inc.
           7 Wall Street
           Princeton, New Jersey  08540
           Telecopy:  (609) 497-9400
           Attention:  President

The undersigned hereby irrevocably elects to convert _____ Preferred Shares (the
"Conversion"), into ______ shares of Common Stock ("Common Shares") of nex-i.com
inc. (the "Company") according to the conditions set forth in the Certificate of
Amendment of the Certificate of Incorporation  of the Company (the  "Certificate
of Amendment")  as of the date written below.  If securities are to be issued in
the name of a person other than the  undersigned,  the undersigned  will pay all
transfer  taxes  payable  with  respect  thereto.  No fee will be charged to the
holder for any  conversion  except  for  transfer  taxes,  if any. A copy of the
certificate  evidencing  the  shares  being  converted  is  attached  hereto (or
evidence of loss, theft or destruction thereof).

The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable to the undersigned upon conversion of the
Preferred  Shares shall be made  pursuant to  registration  of the Common Shares
under the  Securities  Act of 1933,  as amended  (the  "Act") or  pursuant to an
exemption from registration under the Act.

In the event of partial conversion, please reissue an appropriate certificate(s)
for the Preferred Shares which shall not have been converted.

Effective Date of Conversion: ___________________

Applicable Conversion Price: ___________________

Amount  of   Accrued   and   Unpaid   Dividends   to  be   Converted,   if  any:
__________________

Amount of Illiquidity Payments to be Converted, if any: ____________________

Amount of Delay Compensation to be Converted, if any: ___________________

Amount of Delisting Payments to be Converted, if any: ____________________

Number of Common Shares to be Issued: ___________________

Issue Common Shares in the Name of: ___________________

Signature:
Name:
Address:

* The  Company  is not  required  to issue  Common  Shares  until  the  original
Preferred Share certificates (or evidence of loss, theft or destruction thereof)
to be converted are received by the Company or its transfer  agent.  The Company
shall issue and deliver  Common Shares to the holder not later than the later of
(a) three (3) business days  following  receipt of this Notice of Conversion and
(b) the date of surrender of the  Preferred  Share  certificates  or evidence of
loss, theft, or destruction thereof).

AGREED TO BY NEX-I.COM INC.

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