CO-SALE AGREEMENT


           THIS  CO-SALE  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"),  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"),  JOHN L.  STEFFENS,  an  individual  residing at 358 Wendover
Drive,  Princeton,  New Jersey 08540 ("Steffens," and together with AlphaNet and
Fallen Angel, the "Purchasers") and IRA A. BASEMAN,  an individual residing at 5
Van Kirk  Road,  Princeton,  New  Jersey  08540  ("Baseman,"  together  with the
Purchasers and the Company, the "Parties," and each separately, a "Party").


                              W I T N E S S E T H :


           WHEREAS,  in connection with the Securities  Purchase Agreement dated
as of the  date  hereof,  by and  among  the  Purchasers  and the  Company  (the
"Purchase Agreement") and the Registration Rights Agreement dated as of the date
hereof, by and between the Purchasers and the Company (the "Registration  Rights
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;"

           WHEREAS, the Purchasers and the Company have agreed that in the event
that the Company  proposes to offer equity  securities  or any other  securities
which are convertible into equity  securities of the Company or options therefor
("Securities")  to any  person  (with  certain  exceptions  set forth in Section
1.1.1(b)  hereof),  the  Purchasers  shall have the right to purchase up to each
Purchaser's  pro-rata portion of such equity  securities at a price and upon the
same terms and  conditions  as the proposed  offer to such person  (defined more
fully in Section 1.1.1(a)(i) herein as, the "Right of First Refusal");

           WHEREAS, the Purchasers and the Company have agreed that the Right of
First  Refusal shall not be  applicable  to the initial  public  offering of the
Common Stock by the Company  pursuant to the filing of a Registration  Statement
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933, as amended (the "IPO"), and that the Right of First Refusal will terminate
upon an IPO or  subsequent  public  offering  in  which  all of the  outstanding
Preferred  Shares are converted into Common Shares,  whereby the public offering
price is not less than $10.00 per share,  adjusted for any stock  splits,  stock
combinations, stock dividends and other such recapitalizations, which results in
the Company receiving no less than $20 million, net of underwriting  commissions
and expenses (a "Qualified IPO");

           WHEREAS, Baseman holds 3,282,920 shares of Common Stock (the "Baseman
Shares");

           WHEREAS,  the  Purchasers  and  the  Company  have  agreed  that as a
condition  to the  Closing  of the  transactions  contemplated  by the  Purchase
Agreement,  the Purchasers,  the Company and Baseman shall agree that (i) in the
event that Baseman proposes to transfer the Baseman Shares, or any part thereof,
prior to the  consummation  of a Qualified IPO, the Company shall have the right
to purchase  the Baseman  Shares  from  Baseman,  and (ii) in the event that the
Company fails to purchase the Baseman  Shares,  or any part thereof,  under such
circumstances,  then the Purchasers (or their  permitted  successors or assigns)
shall have the right to either purchase such shares,  or any portion thereof not
purchased  by the  Company,  on a pro rata  basis,  prior  to any  such  sale or
transfer  (defined more fully in Section 1.1.3(a) herein as, the "Baseman Shares
Right of First  Refusal") or  participate  in the  proposed  transfer or sale by
Baseman as hereinafter set forth; and

           WHEREAS,  the  Purchasers,  the Company  and  Baseman  agree that the
Baseman  Shares Right of First  Refusal  shall not be  applicable to the IPO and
that  the  Baseman  Shares  Right  of  First  Refusal  will  terminate  upon the
consummation of a Qualified IPO.


                                   AGREEMENTS


           NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual
covenants contained herein, the Parties hereby agree as follows:


                                    ARTICLE I


           1.1.       Proposed Offers by the Company.

                     1.1.1      Right of First Refusal.

                               (a) In the event  that,  at any time or from time
to time on or before January 13, 2006, the Company  proposes to offer Securities
(a  "Proposed  Offering"),  other than in a  Permitted  Offering  (as defined in
Section 1.1.1(b) hereof),  the Company shall provide each of the Purchasers with
at least 20 days prior written notice of such offer (the "Company Sale Notice"),
setting forth the terms and conditions of the Proposed Offering.

                                          (i)    Each    Purchaser    (or   such
Purchaser's  permitted  successors or assigns)  shall have the right to purchase
its pro rata share of the Proposed  Offering  based on the ratio (the  "Purchase
Ratio") of (1) the Common Shares issuable on conversion or exercise of Preferred
Shares  purchased  by such  Purchaser on the Closing Date to (2) 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  Offering (the "Right of First  Refusal").  In the
event  that any  Purchaser  does not  exercise  such  Right of First  Refusal or
exercises  such Right of First Refusal only in part, the Purchasers who exercise
their Right of First  Refusal in full may purchase  such portion of the Proposed
Offering not purchased in full by the Purchasers exercising their Right of First
Refusal, pro rata among such Purchasers, based upon the Purchase Ratio.

                                          (ii) The Right of First  Refusal shall
be exercisable by the Purchasers by written notice to the Parties not later than
10 days after the Purchasers receive the Company Sale Notice.

                               (b)  Notwithstanding  the  provisions  of Section
1.1.1(a)  hereof,  the  Right of First  Refusal  shall  not apply to (i) up to 1
million  shares of Common  Stock  sold to  Strategic  Investors  (as  defined in
Section 1.1.1(c)  hereof),  (ii) any 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, (iii) any issuance pursuant to the conversion of the Preferred
Shares,  (iv) any  issuance  pursuant  to any stock  dividend in on, or upon any
subdivision  or  combination  of shares  of the  Common  Stock or the  Preferred
Shares,  (v) any  issuance  pursuant to a firm  commitment  underwritten  public
offering,  (vi) the IPO or (vii) any issuance in connection  with an acquisition
of, or merger with,  another  company by the Company  (collectively,  "Permitted
Offerings").

                               (c)  For  the  purposes  of  this  Agreement,   a
"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,  provided,  that 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 make such determination.

                               (d) The Right of First  Refusal  shall  terminate
upon the consummation of a Qualified IPO.

           1.2       Proposed Offers by a Purchaser.

                     1.2.1     Right of First Refusal and Tag Along Rights

                               (a) In the event that  prior to the  consummation
of a Qualified  IPO, a Purchaser  (a  "Selling  Purchaser")  desires to sell any
Securities  held by such Selling  Purchaser  ("Sale  Shares") to any  Accredited
Investor (as defined in Section 1.2.1(b)  hereof),  such Purchaser shall provide
each other  Purchaser (the  "Non-Selling  Purchasers"),  the Company and Baseman
with at least 20 days prior  written  notice of such sale (the  "Purchaser  Sale
Notice"), setting forth the terms and conditions thereof.

                                          (i)  Right  of  First  Refusal.   Upon
receipt of the Purchaser Sale Notice,  the Company may purchase from the Selling
Purchaser any and all of the Securities  offered by such Purchaser  prior to any
proposed transfer, and, in the event that the Company fails to purchase all such
Securities, or any part thereof, then Baseman and each Non-Selling Purchaser (or
their permitted successors or assigns), in lieu of exercising the Purchaser Sale
Tag-Along Options (as defined in Section  1.2.1(a)(ii)  hereof),  shall have the
right to purchase their Pro-Rata Share of all of the Securities not purchased by
the Company  (based on the  percentage  of the  Conversion  Shares owned by each
Purchaser), prior to any transfer (the "Purchaser Sale Right of First Refusal").
The  Purchaser  Sale Right of First Refusal shall not apply to the IPO, and will
terminate upon the  consummation of a Qualified IPO. The Purchaser Sale Right of
First Refusal shall be exercisable by the Non-Selling  Purchasers and Baseman by
written  notice  to the each of the  Parties  not later  than 10 days  after the
Non-Selling   Purchasers   and  Baseman   receive  the  Purchaser  Sale  Notice.
Notwithstanding  the  foregoing,   collectively,  Baseman  and  the  Non-Selling
Purchasers shall exercise the Purchaser Sale Right of First Refusal with respect
to  either  (A) all of the Sale  Shares or (B) none of the Sale  Shares.  In the
event that Baseman, a Non-Selling  Purchaser or Non-Selling  Purchasers exercise
their  Purchaser  Sale Right of First  Refusal  with respect to the Sale Shares,
Baseman, such Non-Selling  Purchaser or Non-Selling  Purchasers (as the case may
be) must collectively purchase 100% of the Sale Shares.

                                          (ii)    Tag-Along     Rights.     Each
Non-Selling  Purchaser  and Baseman (or their  permitted  successors or assigns)
shall  have the option  (the  "Purchaser  Sale  Tag-Along  Option"),  in lieu of
exercising the Purchaser Sale Right of First Refusal,  to join in the sale as to
the same percentage of Conversion Shares held by the Non-Selling  Purchasers and
Baseman as the  percentage  of Sale  Shares to be sold  bears to the  Conversion
Shares held by the Selling  Purchaser,  and on the same purchase price per share
and other terms as the Sale  Shares  (including  the  payment of  expenses  with
respect to such sale on a pro-rata  basis).  The Purchaser Sale Tag-Along Option
shall be exercisable by the Non-Selling Purchasers and Baseman by written notice
to the  Selling  Purchaser  and the  Company  not later  than 10 days  after the
Non-Selling  Purchasers and Baseman  receive the Purchaser  Sale Notice.  In the
event that the proposed transferees of Sale Shares are unwilling to purchase the
total  shares  proposed to be  transferred  by the  Non-Selling  Purchasers  and
Baseman pursuant to the Purchaser Sale Tag-Along Option (the  "Tag-Alongs")  and
the Selling  Purchaser's shares, the number of shares offered to the transferees
by each of Baseman,  the Selling  Purchaser and the Tag-Alongs  shall be reduced
pro rata so that the offer  consists of pro rata portions of the Baseman  Shares
and the shares offered by the  Tag-Alongs.  The Purchaser Sale Tag-Along  Option
shall be  exercisable  by each of the  Non-Selling  Purchasers  and  Baseman  by
written  notice  to each of the  Parties  not  later  than  10  days  after  the
Non-Selling Purchasers and Baseman receive the Purchaser Sale Notice.

                               (b)  For  the  purposes  of  this  Agreement,  an
"Accredited  Investor"  shall  mean any Person who  qualifies  as an  accredited
investor within the meaning of Regulation D under the Securities Act of 1933, as
amended  (the   "Securities   Act").  A  "Person"  shall  mean  any  individual,
corporation,   limited  liability   company,   partnership,   limited  liability
partnership,  joint venture, trust or unincorporated  organization,  joint stock
Company or other  similar  organization,  government  or  political  subdivision
thereof,  court or any other  legal  entity,  whether  acting in an  individual,
fiduciary or other capacity.



<PAGE>


           1.3       Proposed Offers by Baseman.

                     1.3.1     Right of First Refusal and Tag-Along Rights.

                               (a) In the event  that at any time,  or from time
to time,  prior to the consummation of a Qualified IPO, Baseman proposes to sell
or otherwise transfer the Baseman Shares, or any part thereof, to any Accredited
Investor or Accredited  Investors,  Baseman shall provide each Purchaser and the
Company with at least 30 days prior  written  notice of such sale (the  "Baseman
Sale Notice"), setting forth the terms and conditions thereof.

                                          (i)  Baseman  Shares  Right  of  First
Refusal.  Upon receipt of the Baseman Sale Notice, the Company may purchase from
Baseman all or any part of the Baseman  Shares  offered by Baseman  prior to any
proposed  transfer,  and,  in the event that the Company  fails to purchase  the
Baseman  Shares,  or any part thereof,  then the Purchasers (or their  permitted
successors  or assigns),  in lieu of  exercising  their  Baseman Sale  Tag-Along
Options (as  defined in Section  1.3.1(a)(ii)  hereof),  shall have the right to
purchase each  Purchaser's  Pro-Rata  Share of the Baseman  Shares (based on the
percentage of Conversion  Shares owned by each  Purchaser)  not purchased by the
Company, or any part thereof, prior to any sale or transfer (the "Baseman Shares
Right of First  Refusal").  The Baseman  Shares Right of First Refusal shall not
apply to the IPO, and will terminate upon the  consummation  of a Qualified IPO.
The Baseman Shares Right of First Refusal shall be exercisable by the Purchasers
by written  notice to Baseman  and the  Company not later than 10 days after the
Purchasers  receive the Baseman  Sale  Notice.  Notwithstanding  the  foregoing,
collectively,  the  Purchasers  shall exercise the Baseman Shares Right of First
Refusal with respect to either (A) all of the Baseman  Shares or (B) none of the
Baseman Shares. In the event that a Purchaser or Purchasers exercise the Baseman
Shares Right of First Refusal with respect to the Baseman Shares, such Purchaser
or Purchasers must collectively purchase 100% of the Baseman Shares.

                                          (ii)  Tag-Along  Rights.  Each  of the
Purchasers shall have the option (the "Baseman Sale Tag-Along Option"),  in lieu
of exercising the Baseman Shares Right of First Refusal,  to join in the sale as
to the same  percentage  of  Conversion  Shares  held by the  Purchasers  as the
percentage of the Baseman  Shares to be sold, and on the same purchase price per
share and other terms as the Baseman Shares to be sold (including the payment of
expenses  with  respect  to such sale on a pro-rata  basis).  The  Baseman  Sale
Tag-Along Option (i) shall be exercisable by the Purchasers by written notice to
Baseman and the Company not later than 10 days after the Purchasers  receive the
Baseman  Sale  Notice,  and (ii) shall not be  applicable  to the IPO,  and will
terminate  upon the  consummation  of a  Qualified  IPO.  In the event  that the
proposed  transferees of the Baseman Shares are unwilling to purchase the shares
proposed  to be  transferred  by the  Purchasers  (the  "Tag-Along  Purchasers")
pursuant to the Baseman Sale Tag-Along  Option,  the number of shares offered to
the  transferees  by each of Baseman and the Baseman Sale  Tag-Along  Purchasers
shall be reduced pro rata so that the offer consists of pro rata portions of the
Baseman  Shares  and  the  Securities  offered  by the  Baseman  Sale  Tag-Along
Purchasers.  The Baseman  Sale  Tag-Along  Option  shall be  exercisable  by the
Purchasers  by written  notice to Baseman and the Company not later than 10 days
after the Purchasers receive the Baseman Sale Notice.

                               (b) The Company and Baseman hereby  represent and
warrant  that all shares of  Securities  held by  Baseman  are free and clear of
liens and all other  encumbrances and are not subject to any other agreements or
understanding  (either oral or written) which oblige  Baseman to sell,  offer to
sell or give notice of sale to any person, except as provided herein.


                                   ARTICLE II

           2.1 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 Parties
each irrevocably  waive the defense of an inconvenient  forum to the maintenance
of such suit or proceeding in such forum. The Parties further agree that service
of process  upon the each of the  Parties,  as  applicable,  mailed by the first
class  mail in  accordance  with  Section  2.6 shall be deemed in every  respect
effective  service of process upon such Party in any suit or proceeding  arising
hereunder. Nothing herein shall affect any Party's right to serve process in any
other manner  permitted by law. The Parties  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 irrevocably waive any right to trial by jury under applicable law.

           2.2  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 Parties.  In the event any signature page is delivered by facsimile
transmission,  the Party  using  such means of  delivery  shall  promptly  cause
original executed signature pages to be delivered to the other Parties.

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

           2.4 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.

           2.5 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,  none of the  Parties  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 each of the Parties.

           2.6  Notices.  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 or to Ira A. Baseman:

                               nex-i.com inc.
                               7 Wall Street
                               Princeton, New Jersey 08540
                               Attention: Ira A. Baseman, President & 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 & 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



<PAGE>


                     If to Fallen Angel:

                               Fallen Angel Equity Fund, L.P.
                               c/o Fallen Angel Capital LLC
                               960 Holmdel Road
                               Holmdel, New Jersey
                               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, NJ 08540

Each party  shall  provide  notice to the other  party in  accordance  with this
Section 2.6 of any change in address.

           2.7 Successors and Assigns.  This Agreement shall be binding upon and
inure to the  benefit of the  Parties  and their  successors  and  assigns.  The
Parties shall not assign this Agreement or any rights or  obligations  hereunder
without the prior written consent of the other Parties  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 of the Purchase Agreement, assign all or part of its rights and
obligations  without  the  consent of the  Company,  and  without the consent of
Baseman,  so long as such  transferee  is an  Accredited  Investor and agrees in
writing to be bound by this Agreement.

           2.8 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 2.7 and is
not for the benefit of, nor may any  provision  hereof be enforced by, any other
person.

           2.9 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.

           2.10  Remedies.  No provision  of this  Agreement  providing  for any
remedy to a Party shall limit any remedy  which would  otherwise be available to
such Party at law or in equity. Nothing in this Agreement shall limit any rights
a Party may have  under any  applicable  federal or state  securities  laws with
respect  to  the  purchase  of  securities   contemplated   hereby.  Each  Party
acknowledges  that a breach by it of its respective  obligations  hereunder will
cause irreparable harm to each other Party. Accordingly, the Parties acknowledge
that the remedy at law for a material breach of its respective obligations under
this  Agreement  will be  inadequate  and  agree,  in the  event of a breach  or
threatened  breach by the a Party of the provisions of this Agreement,  that the
remaining  Parties  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.


                           [SIGNATURE PAGE TO FOLLOW]


<PAGE>


                     IN  WITNESS  WHEREOF,  the  undersigned  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



/s/ Ira A. Baseman
------------------
IRA A. BASEMAN


/s/ John L. 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