EXHIBIT 10.9

         SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER


                                                                  August 1, 2002

Joseph Vitale, President
Synergx Systems Inc.
209 Lafayette Avenue
Syosset, NY 11791




Dear Mr.Vitale:

     This  will  acknowledge  that  pursuant  to all  regulatory  approvals  and
documentation satisfactory to the parties hereto, the Undersigned ("Undersigned"
or  "Subscriber")  hereby  subscribes  to purchase an  aggregate  of ONE HUNDRED
SEVENTY  THOUSAND  (170,000)  units (the  "Units") of Synergx  Systems  Inc.,  a
Delaware  corporation  (the  "Corporation")  at an aggregate  purchase  price of
$238,000.00 ($1.40 per Unit); each Unit consists of one share (a "Share") of the
Corporation's  Common Stock, $.001 par value per share, and one (1) Common Stock
purchase  warrant each of which shall be exercisable for a period of twenty-four
(24)  months at an exercise  price of $1.40  ("Warrant")  to purchase  one Share
(attached hereto as Exhibit A).

     Execution  of  this  Subscription  Agreement  and  Investment  Letter  (the
"Subscription  Agreement")  shall  constitute  an  offer by the  Undersigned  to
purchase the number of Units set forth above on the terms specified herein.


1. Subscriber Representations and Warranties.

     Subscriber hereby acknowledges, represents and warrants to, and agrees with
the Corporation as follows:

     (a) The  Subscriber is acquiring the Units for his own account as principal
for investment and not with a view to resale,  distribution or fractionalization
in whole or in part, and has no present agreement,  understanding or arrangement
to subdivide,  sell, assign or otherwise dispose of all or any part of the Units
and  understands  that  there is no  established  market for the Units and it is
anticipated  that no public market for the Units will develop in the foreseeable
future;

     (b) The Subscriber is not affiliated with the Corporation, Mirtronics Inc.,
Fred A. Litwin,  the family of Fred A.  Litwin,  or any trust for the benefit of
the family of Fred A. Litwin.

     (c) The Subscriber  acknowledges  his  understanding  that the offering and
sale  of the  Units  is  intended  to be  exempt  from  registration  under  the
Securities Act of 1933 (the  "Securities  Act") by virtue of Section 4(2) of the
Securities Act or Regulation D adopted thereunder,  and that the Units cannot be
sold,  pledged,  assigned or otherwise  disposed of unless they are subsequently
registered  under the Securities Act or an exemption from such  registration  is
available.  The Subscriber also understands that sales or transfers of his Units
are further restricted by the provisions of state securities laws;

     (d) The  Subscriber:  (i) by itself or together with its advisor,  has such
knowledge  and  experience  in  financial,  business  and tax  matters  that the
Subscriber is capable of evaluating the merits of the prospective  investment in
the  Corporation  and  making  an  investment   decision  with  respect  to  the
Corporation;  and (ii) the  Subscriber is able to bear the economic risk of this
investment (i.e., it can afford a complete loss of the entire investment);

     (e) The  Subscriber  has adequate  means of providing for its current needs
and  possible  personal  contingencies,  has  no  need  for  liquidity  of  this
investment and has no reason to anticipate any change in personal circumstances,
financial or otherwise, which might cause or require any sale or distribution of
the Units;

     (f) The  Subscriber  is  familiar  with the  nature of the risks  attending
investments in securities and has determined that the investment in the Units is
consistent with its investment objectives and income prospects;

     (g) The  Subscriber's  investment in the Corporation has not been solicited
by means of general solicitation or general advertisement;

     (h) The Subscriber has been given the  opportunity to ask questions of, and
receive answers from, management or its representatives  concerning the business
of the Corporation and other matters pertaining to this investment, and has been
given the opportunity to obtain any additional information which the Corporation
possesses  or can  acquire  without  unreasonable  effort  or  expense  that  is
necessary to verify the accuracy of the information  provided to it or contained
in this Subscription Agreement;

     (i) Other than information, if any, given to the Subscriber as described in
paragraph (h) above, no  representations or warranties have been made or implied
to the  Undersigned by the  Corporation  or any other person in connection  with
this offering, or any officer,  employee,  agent, affiliate or subsidiary of any
of them, other than the representations made by the Corporation as are set forth
herein;

     (j) The Subscriber is not relying on the Corporation,  or this Subscription
Agreement  with  respect to  individual  tax and other  economic  considerations
involved in this investment;

     (k) The certificate for Shares shall bear the following legend:

          "The Shares  Represented  By This  Certificate  Have Been Acquired For
          Investment  And Have Not Been  Registered  Under The Securities Act Of
          1933 Or Under Any State  Securities  Or Blue Sky Laws.  The Shares May
          Not Be Sold Or Transferred In The Absence Of Such  Registration  Or An
          Exemption Therefrom Under Said Act And Laws."

     (l) The Subscriber  acknowledges his  understanding  that neither the Units
nor the Warrants  shall be  tradeable  and  therefore,  no CUSIP number shall be
obtained therefore; and

     (k) The foregoing representations,  warranties and agreements shall survive
the date of this Subscription Agreement.

2.  Corporation  Representations  and  Warranties.  (a)  Organization  and  Good
Standing.  The Corporation is a corporation  duly organized and validly existing
under the laws of the State of Delaware and has full power and  authority to own
its properties and to carry on its business as now conducted.

     (b)  Capitalization.  The Corporation's  authorized capital stock ("Capital
Stock")  consists  of  10,000,000  shares of common  stock,  $.001 par value per
share, of which 1,704,425 shares are validly issued and  outstanding.  Except as
detailed on Scheduled  2(b),  attached  hereto and made a part hereof,  no other
shares of capital stock of the Corporation are issued or outstanding. All shares
of the Capital Stock are validly issued, fully paid and nonassessable, and there
are no options,  calls, warrants or other securities or rights outstanding which
are  convertible  into,  exercisable  for or relate to the Capital  Stock or any
other shares of capital stock of the Corporation.

     (c) Validity of Securities.  Upon the issuance of the Units pursuant to the
terms of this  Subscription  Agreement:  (i) the Units will be duly  authorized,
validly issued and fully paid, and Subscriber shall receive good and valid title
to such securities  free and clear of any pledges,  security  interests,  liens,
charges or encumbrance of any kind (other than the  restrictions on transfer set
forth in this Subscription Agreement or under applicable securities laws).

     (d) The foregoing representations,  warranties and agreements shall survive
the date of this Subscription Agreement.

3. Subscription Not Binding Until Accepted.  This Subscription is not binding on
the Corporation until it is accepted as evidenced by the signature of an officer
of the Corporation. The Corporation will have the right to accept or reject this
subscription  in whole or in part for any  reason  whatsoever.  In the  event of
rejection of this subscription, or in the event that, for any reason, no sale of
Units is  consummated,  (in which  case this  subscription  will be deemed to be
rejected) the Corporation will promptly thereupon return or cause to be returned
to the  Subscriber by mail, a check in the amount paid by the subscriber in this
offering,   without  interest  thereon  or  deduction  for  expenses,  and  this
Subscription Agreement shall thereafter have no further force or effect.

4. Piggyback  Registration  Rights.  Whenever the Corporation shall determine to
make  application to register or qualify equity  securities under the Securities
Act and  under  the  securities  laws of any  state,  it will,  upon  each  such
determination,  promptly give Subscriber written notice of its intention in that
regard.  If the  registration or  qualification of Shares is then possible under
the  then  applicable  law  and  regulations  of  the  Securities  and  Exchange
Commission or other governmental agency substituted  therefor ("SEC"), or of any
state, and if Subscriber shall,  within 30 days after receipt of such notice, so
request in writing, subject to the limitations contained herein, the Corporation
will at the time of making such  application,  also register the Shares owned by
Subscriber  which were purchased  hereunder and/or upon exercise of the Warrants
(also  "Restricted  Shares") under the  Securities Act and,  register or qualify
such Restricted Shares under such state laws (the "Piggyback  Right");  provided
that:

     (a) Subscriber shall only have the right to include  Restricted Shares in a
registration by the Corporation one time;

     (b) if the offering is to be through prospective  underwriters  selected by
the Corporation, registration of the Restricted Shares shall be on the terms and
subject to the  conditions of an  underwriting  agreement  negotiated  with such
prospective underwriters, and on the condition that the Subscriber shall pay its
proportionate  share of any  costs  and  expenses,  including  any  underwriting
discounts or commissions; or

     (c) if equity  securities  are to be offered on behalf of the  Corporation,
the  Subscriber  shall agree with the  Corporation  not to offer the  Restricted
Shares covered by such registration for a period not exceeding 90 days following
the effective date of the Registration Statement; or

     (d) if, in connection with an offering by the Subscriber, in the opinion of
the prospective  managing  underwriter it is necessary to decrease the number of
Restricted   Shares  included  in  the   Registration   Statement   pursuant  to
registration rights under this Section 4, the Subscriber will have the number of
Restricted  Shares  registered  on  its  behalf  reduced  in  proportion  to the
reduction in the number of shares registered on behalf of the Corporation.

5. Indemnification by Requesting  Stockholder.  In the event of any registration
of any Restricted Shares pursuant to Section 4 hereof, Subscriber will indemnify
and hold harmless the Corporation,  and each other person,  if any, who controls
the Corporation  within the meaning of Section 15 of the Securities Act, and any
underwriter of such Restricted Shares,  against any losses,  claims,  damages or
liabilities,  joint or several,  to which the  Corporation,  or such controlling
person or underwriter  may become subject under the Securities Act or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of any material fact contained,  on the effective date thereof, in any
Registration  Statement under which such Restricted Shares were registered under
the Securities Act, any  preliminary  prospectus or final  prospectus  contained
therein,  or any amendment or supplement  thereto,  or arise out of or are based
upon 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;
and will reimburse the Corporation,  each controlling person and underwriter for
any  legal  or any  other  expenses  reasonably  incurred  by  the  Corporation,
controlling  person or underwriter in connection with investigating or defending
any such loss,  claim,  damage,  liability or action;  provided,  however,  that
Subscriber  will be liable in any such  case  only to the  extent  that any such
loss,  claim,  damage  or  liability  arises  out of or is based  upon an untrue
statement or alleged  untrue  statement or omission or alleged  omission made in
such Registration  Statement,  said preliminary prospectus or said prospectus or
said  amendment or supplement  in reliance  upon and in conformity  with written
information furnished to the Corporation by the Subscriber  specifically for use
in the preparation thereof; and further provided,  that the Subscriber shall not
be required to indemnify the Corporation,  controlling person or underwriter for
any payment made to any claimant in  settlement of any suit or claim unless such
payment  shall  have been  approved  in  writing  by the  Subscriber  liable for
indemnity.

6.  Indemnity.  The  Subscriber  agrees  to  indemnify  and  hold  harmless  the
Corporation,  its officers and directors or any other persons  participating  in
the sale of  Units  against  any and all  loss,  liability,  claim,  damage  and
expenses  whatsoever  (including,  but not  limited  to,  any  and all  expenses
whatsoever reasonably incurred in investigating,  preparing or defending against
litigation  commenced or threatened or any claim  whatsoever)  arising out of or
based  upon any  breach of or  failure  by the  Subscriber  to  comply  with any
representation, warranty, covenant or agreement made by the Subscriber herein or
in any other  document  furnished by the  Subscriber  to any of the foregoing in
connection with this transaction.

7. Modification.  Neither this Subscription  Agreement nor any provisions hereof
shall be modified,  changed, discharged or terminated except by an instrument in
writing  signed by the party  against  whom any  waiver,  change,  discharge  or
termination is sought.

8. Revocability. Except as may be required by law in certain jurisdictions, this
Subscription  Agreement is irrevocable and when signed,  may not be withdrawn or
revoked  by the  Subscriber  in  whole or in part  without  the  consent  of the
Corporation.

9. Notices. All notices, consents,  requests, demands, offers, reports and other
communications  required or permitted to be given pursuant to this  Subscription
Agreement  shall be in writing and shall be  considered  properly  given or made
when personally  delivered to the party entitled thereto, or when sent by United
States mail in a sealed  envelope,  with postage prepaid,  addressed,  if to the
Corporation,  to the  address  given  above,  and if to the  Subscriber,  to the
address set forth opposite the Subscriber's signature on the counterpart of this
Subscription  Agreement  that  he  originally  executed  and  delivered  to  the
Corporation.  The  Corporation  may change its  address by giving  notice to all
Shareholders.

10. Counterparts. This Agreement may be executed in multiple counterpart copies,
each of which shall be  considered an original and all of which  constitute  one
and the same  instrument  binding on all the parties,  notwithstanding  that all
parties are not signatures to the same counterpart.

11. Successors and Assigns. This Subscription Agreement and all of the terms and
provisions  hereof shall be binding upon and inure to the benefit of the parties
and their respective heirs,  executors,  administrators,  successors,  trustees,
legal  representatives  and assigns.  If the Subscriber is more than one person,
the obligation of the Subscriber  shall be joint and several and the agreements,
representations, warranties and acknowledgments herein contained shall be deemed
to be made by and be binding  upon each such  person  and his heirs,  executors,
administrators, successors, trustees, legal representatives and assigns.

12.   Transferability.   The  Undersigned  will  not  transfer  or  assign  this
Subscription  Agreement,  or any  interest of the  Undersigned  herein,  and the
assignment and  transferability  of the Units acquired  pursuant hereto shall be
made only in accordance with the provisions of this Subscription Agreement,  the
Act and Regulations thereunder and applicable state securities laws.

13.  Applicable  Law.  This  Agreement  shall be  governed by and  construed  in
accordance with the laws of the State of New York.



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                           SUBSCRIPTION SIGNATURE PAGE

     IN  WITNESS  WHEREOF,   the  Undersigned  has  executed  this  Subscription
Agreement this ____ day of August, 2002.

NUMBER OF UNITS
SUBSCRIBED                          170,000              Check herewith $238,000



SUBSCRIBER:
INVESTORS MONEY MANAGEMENT CORPORATION




By:       _____________________________


This Subscription Agreement Accepted this 30th day of September, 2002.

SYNERGX SYSTEMS INC.



By:      ____________________________________
         Joseph Vitale, President