AGREEMENT

      This Agreement, made as of this 30th day of November, 1999 by and between
Computer Business Sciences, Inc. ("CBS"), a New York corporation having its
principal address at 80-02 Kew Gardens Road, Kew Gardens, NY 11415

                                       And

      Nissko Telecom L.P., a New York Limited Partnership having its principal
address at 80-02 Kew Gardens Road, Kew Gardens, New York, 11415 ("Nissko").

                                       And

      Nissko Telecom, Ltd., a New York Corporation having its principal address
at 80-02 Kew Gardens Road, Kew Gardens, New York 11415 ("Ltd").

     Joseph Koren, an individual residing at 123 Audley Street, Kew Gardens,
New York 11418 ("Koren").
                                       And

      Chamuel Livian, an individual residing at 65 Tennis Place, Forest Hills,
New York 11375 ("Livian").

                                       And

      Avraham Nissanian, an individual residing at 138-34 78th Drive, Flushing,
New York 10036 ("Nissanian").

                                       And

      Robert Rimberg, Esq., an individual residing at 7 Baker Lane, Suffern, New
York 10901 ("Rimberg")

                                       And

      Nissko Telecom Associates, 80-02 Kew Gardens Road, Kew Gardens, New York
11415 ("Associates")

      WHEREAS, Associates, Nissko, Ltd., Koren, Livian, Nissanian and Rimberg
(Koren, Livian, Nissanian and Rimberg are hereinafter, collectively and
individually, the "Nissko Group") entered into an agreement dated March 25, 1995
with CBS creating Associates, a Joint Venture ("Joint Venture"), for the purpose
of engaging in the business of providing computer telephony services to all
countries, to and from the United States" (collectively "Countries") and being
designated as a Master Agent to those countries.

      WHEREAS, the Nissko Group is desirous of divesting itself of its rights in
the Joint Venture and all participation in providing telephony services to the
Countries.

      WHEREAS, the Nissko Group is desirous of selling all of their rights in
the Joint Venture and all participation in providing telephony services to the
Countries.

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            WHEREAS, based on discussions held among CBS, Nissko, Ltd.,
Associates and the Nissko Group, CBS wishes to purchase 100% of Nissko's, Ltd.'s
and the Nissko Group's interest in the Joint Venture which is a Master Agent to
provide long distance telephone service, internet service, data and any and all
other telephony service (the "Telephony Business") to the Countries, any and all
customer lists in the possession of Associates, Nissko, Ltd. and the Nissko
Group, any and all licenses obtained by Associates, Nissko, Ltd. and the Nissko
Group, any and all interest Nissko, Ltd. and the Nissko Group have in Talkie
Globe(R) and other equipment related to such service, etc. (the "Telephony
Assets"), any and all liabilities of Associates, Nissko, Ltd. and the Nissko
Group relating to taxes which any individual may become liable and telephone
bills related to services provided, , and to secure from Nissko, Ltd. and the
Nissko Group their cooperation and assistance in purchasing the related rights
and equipment from their Master Agent joint venture partners (Schedule "A").

      NOW, THEREFORE, in consideration of the mutual obligations and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

      A.    Purchase.

            1. CBS hereby agrees to purchase 100% of Nissko's, Ltd.'s and the
            Nissko Group's interest in the Joint Venture which is a Master Agent
            to provide long distance telephone service, internet service, data
            and any and all other telephony service (the "Telephony Business")
            to the Countries, any and all customer lists in the possession of
            Associates, Nissko, Ltd. and the Nissko Group, any and all licenses
            obtained by Associates, Nissko, Ltd. and the Nissko Group, any and
            all interest Nissko, Ltd. and the Nissko Group have in Talkie
            Globe(R) and other equipment related to such service, etc. (the
            "Telephony Assets"), any and all liabilities of Associates, Nissko,
            Ltd. and the Nissko Group relating to taxes which any individual may
            become liable and telephone bills related to services provided, and
            to secure from Nissko, Ltd. and the Nissko Group their cooperation
            and assistance in purchasing the related rights and equipment from
            their Master Agent joint venture partners.

            2. The Purchase Price for the Transaction shall be paid with 670,000
            duly authorized and validly issued shares of the common stock of CBS
            ("Purchase Shares"), which are being delivered to the Nissko Group
            members simultaneously with the execution of this Agreement. Rimberg
            will receive 8% of the Purchase Shares; the other members of the
            Nissko Group will divide the remainder equally; provided, however,
            that it is acknowledged that Livian has represented the interests of
            both himself and his brother, Gabriel Livian ("Gabriel") in Ltd.,
            and, accordingly 25% of the shares allocated to Livian shall be
            issued to Gabriel who shall be deemed a member of the Nissko Group
            for all purposes hereunder.

            3. CBS plans to take action to cause its common stock to be publicly
            traded in the United States within the next 18 months (the "Event").
            However, no assurance can be given that the Event will occur. In
            furtherance hereof, each Investor will enter into an Investment
            Letter in the form attached hereto as Exhibit A. Upon the occurrence
            of the Event, all Purchase Shares holders shall have such rights of

<PAGE>

            registration that shall be no less than the rights of registration
            granted to any other holder of unregistered shares of CBS, which
            shall be subject to the same restrictions and requirements of the
            underwriter of the initial public offering of shares of CBS.

            4. CBS is depositing 588,000 restricted shares of common stock of
            Fidelity Holdings Inc., all of which are duly authorized and validly
            issued to CBS, together with stock powers, duly executed in blank in
            escrow ("Escrow Shares 1") with Rimberg & Associates. P.C. (the
            "Escrow Agent"), simultaneous with the execution of this Agreement.
            In the event that

                  (i) the Event does not occur within eighteen (18) months of
                  the date hereof, the Escrow Agent, within 10 days thereof,
                  shall issue to the Nissko Group, in the proportions set forth
                  below such number of Escrow Shares 1 as shall be valued at
                  $2,500,000 if sold to a purchaser or financier of restricted
                  securities (i.e., valued at the average closing price for the
                  30 trading days prior to the 18th month anniversary of this
                  Agreement, discounted at 35%, in the event such shares are
                  restricted) on the 18 month anniversary of this Agreement, and
                  such Escrow Shares 1 shall become Purchase Shares and the
                  remaining Escrow Shares 1 shall remain in escrow until the 24
                  month anniversary of this Agreement as provided below; or

                  (ii) if the Event has occurred prior to the 18 month
                  anniversary of this Agreement and (A) the net proceeds of the
                  sale of the Purchase Shares received by the Nissko Group
                  members if and when sold during any period prior to the 24
                  month anniversary of this Agreement do not equal at least each
                  member's proportionate share of a total of $2,500,000, or, (B)
                  if such Purchase Shares have not been sold by the 24 month
                  anniversary of this Agreement, and the value of such shares as
                  measured at the average closing price for the thirty (30)
                  trading days prior to the 24 month anniversary (discounted at
                  35 %, in the event such shares are restricted, to take into
                  account that they are restricted securities), does not equal
                  at least $2,500,000,

            then the Escrow Shares 1 shall become Purchase Shares to cover any
            shortfall in value to the extent that members of the Nissko Group
            would receive on the 24 month anniversary of this Agreement (or if
            the Purchase Shares were sold prior to the 24 month anniversary of
            this Agreement, have actually received) their proportionate share of
            a total value of $2,500,000 upon the sale of the Purchase Shares,
            valued as provided above, to a purchaser or financer of restricted
            securities (i.e., discounted at 35 %, in the event such shares are
            restricted). On the 24 month anniversary of the Agreement the Escrow
            Agent shall immediately release such number of the Escrow Shares 1
            to accomplish the foregoing to the members of the Nissko Group in
            the same proportions set forth in Paragraph A(1) hereof regarding
            the CBS shares, i.e., Rimberg will receive 8% of the Purchase
            Shares; the other members of the Nissko Group will divide the
            remainder equally, except that 25% of the shares allocated to Livian
            shall be issued to Gabriel.

<PAGE>

            In the event that at any time prior to the 24 month anniversary of
            this Agreement, CBS secures a bona fide third party purchaser of any
            Purchase Shares for a cash purchase price of $2,500,000, or such
            amount proportional to a share of the Purchase Shares, and any
            member of the Nissko Group rejects such offer, then no additional
            Escrow 1 Shares are to be issued to such member on the 24 month
            anniversary of the Agreement.

            All issuances, dividends, stock splits, conversions or other
            consideration with respect to the shares under this section
            occurring after January 10, 2000 shall become a part of "Escrow
            Shares 1."

            5. An additional 200,000 restricted shares of common stock of
            Fidelity Holdings, Inc. will be validly issued and placed in escrow,
            together with stock powers validly executed in blank ("Escrow Shares
            2") with Rimberg & Associates P.C., simultaneous with the execution
            of this Agreement. In the event that the Event does not occur within
            eighteen (18) months of the date hereof, then the Escrow Agent shall
            release from escrow and deliver to the Nissko Group, and the Nissko
            Group shall have the right to receive, in addition to the Purchase
            Shares (including any "Escrow Shares 1" under Section 3, above), the
            "Escrow Shares 2." Rimberg will receive 8% of the "Escrow Shares 2;"
            the other members of the Nissko Group will divide the remainder
            equally, except that 25% of the shares allocated to Livian shall be
            issued to Gabriel.

            All issuances, dividends, stock splits, conversions or other
            consideration with respect to the shares under this section
            occurring after the date hereof shall become a part of "Escrow
            Shares 2."

            6. To cover personal guarantees of Nissko Jewelry of MCI, Sprint or
            any other creditor with respect to liabilities of CBS or related to
            the purchased liabilities, as described above, CBS is hereby
            depositing 200,000 duly authorized and validly issued to CBS
            restricted shares of Fidelity Holdings Inc. common stock (the
            "Guarantee Shares") in escrow with Rimberg & Associates. P.C.,
            simultaneous with the execution of this Agreement, together with
            stock powers, validly issued in blank. In the event any member of
            the Nissko Group or Nissko Jewelry is required to pay to MCI or
            Sprint or any other creditor with respect to liabilities of CBS or
            related to the purchased liabilities, as described above, such
            member shall notify Business,CBS, in writing, of such obligation.
            CBS shall have the right to defend against the payment demand to its
            full extent; provided that CBS posts any required bond or makes any
            payment required to proceed with any appeal. Where CBS has exhausted
            all avenues and payment is still outstanding, then the Escrow Agent
            shall release such shares from escrow and cause such shares, as
            promptly as possible, to be sold, with the proceeds thereof to be
            utilized towards the payment of any such obligations.

            All issuances, dividends, stock splits, conversions or other
            consideration with respect to the shares under this section
            occurring after January 10, 2000 shall

<PAGE>

            become a part of these personal guarantee shares.

            7. The parties acknowledge and agree that the Escrow Agent shall
            have no discretion concerning the release of the Escrow Shares 1,
            the Escrow Shares 2 and the Guarantee Shares and that no party shall
            have any right to object to the release of any of such shares from
            escrow at the times and upon the occurrences specified in Paragraph
            A(3) through (6), above, and any such rights are hereby deemed
            waived and of no further force or effect. At such times that any
            shares held in escrow are to be released in accordance with this
            Agreement, the Escrow Agent shall send a written notice, by first
            class, certified mail, return receipt requested, the parties at the
            addresses specified in this Agreement (or such other address as a
            party may specify to the Escrow Agent in writing), with a copy of
            such notice to Cohen & Tauber, LLP, 1350 Avenue of the Americas,
            26th Floor, New York, New York 10019 (or such other address
            specified by such party in writing to the Escrow Agent) of its
            intention to release such shares to the designated parties within
            ten (10) days of such notice. Unless the Escrow Agent is enjoined by
            a New York Court of competent jurisdiction (i.e., the federal
            district court or New York Supreme Court) from releasing such
            shares, the Escrow Agent shall have no discretion but to release
            such shares to such parties.

      B.    Authorization of Agreement, Etc.

            1. This Agreement has been or will be duly executed and delivered by
            each member of the Nissko Group and the execution, delivery and
            performance by each member of the Nissko Group of this Agreement has
            been duly authorized by all requisite corporate or partnership
            action by each member of the Nissko Group, as applicable; and each
            constitutes, or will constitute, the legal, valid and binding
            obligation of each member of the Nissko Group, enforceable in
            accordance with its terms, except as enforceability may be limited
            by bankruptcy, insolvency, reorganization, usury or other similar
            laws affecting the enforcement of creditors' rights generally. The
            execution, delivery and performance of this Agreement and the
            issuance, sale and delivery of the Securities will not (i) violate
            any provision of law or statute or any order of any court or other
            agency of government binding on any member of the Nissko Group; or
            (ii) to the best of the Nissko Group's knowledge, conflict with or
            result in any breach of any of the terms, conditions or provisions
            of, or constitute (with due notice or lapse of time or both) a
            default under, or result in the creation of any lien, security
            interest, charge or encumbrance upon any of the properties or assets
            of any member of the Nissko Group under their respective
            organizational documents, to the extent applicable, or any
            indenture, mortgage, lease agreement or other agreement or
            instrument to which any member of the Nissko Group is a party or by
            which it or any of its property is bound or affected.

            2. The execution and delivery of this Agreement by CBS and the
            performance by CBS of its obligations hereunder have been duly and
            validly authorized by all requisite corporate action. The
            obligations of CBS hereunder and valid and binding and enforceable
            against CBS in accordance with their respective terms. CBS
            represents and warrants that the Purchase Shares, the Escrow Shares
            1, the

<PAGE>

            Escrow Shares 2 and the Guarantee Shares are duly and validly issued
            and non-assessable, and are free and clear and any liens, claims,
            encumbrances or rights of third parties whatsoever, except as
            required under the Securities Laws, including, but not limited to,
            Rule 144 of the Securities Act of 1933. During the term hereof, any
            dividends, whether in cash or in kind, including without limitation,
            stock dividends, or stock splits or other consideration issued in
            connection with any of the Escrow Shares 1, the Escrow Shares 2 and
            the Guarantee Shares shall be delivered by CBS or Fidelity, as the
            case may, to the Escrow Agent and shall be deemed part of such
            shares and subject to the escrow provisions contained hereunder.

      C. Title to Properties; Encumbrances. Except for claims by Major Fleet and
Leasing, to the best of their knowledge, the Nissko Group and/or Associates has
good, valid and marketable title to all of the Telephony Assets free and clear
of all encumbrances, liens, claims, charges or other restrictions of whatever
kind or character , except for liens for current taxes, assessments or
governmental charges or levies on property not yet due and delinquent

      D. Non-Defaults; Non-Contravention. To the best of their knowledge, none
of the Nissko Group is in default in the performance or observance of any
obligation (i) under its respective organizational documents, as applicable, or
any indenture, mortgage, contract, purchase order or other agreement or
instrument to which a member of the Nissko Group is a party or by which it or
any of its property is bound or affected; or (ii) with respect to any order,
writ, injunction or decree of any court of any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign and there exists no condition, event or act
which constitutes, nor which after notice, the lapse of time or both, would
constitute, a default under any of the foregoing. Notwithstanding the foregoing,
the parties make no representations regarding MCI or Sprint.

      E. Discharge and Release. Except for their obligations hereunder or any
obligations related to the Telephony Business or the liabilities assumed by CBS
hereunder, upon execution of this Agreement any obligations between the parties
from the Agreement between Fidelity, Computer Business Sciences and the Nissko
Group dated March 25, 1995 are hereby discharged and any escrows being held
pursuant to the March 25, 1995 Agreement shall be immediately released. In
addition, the Nissko Group agrees to execute a general release in favor of
Fidelity and CBS with respect to such matters (Exhibit "B").

      F. Binding Upon Successors. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns as provided herein.

      G. Choice of Laws. This Agreement shall be construed in accordance with
the laws of the state of New York and county of New York and any action
hereunder shall be commenced in the courts of the State of New York County of
New York.

      H. Non-Compete. The Nissko Group agrees that for five years following the
execution of this Agreement it shall not compete, be involved or be working in
the Telephony Business in the Countries.

      I. Additional Documents. The parties agree to execute and deliver any
additional

<PAGE>

documents, which may be reasonably required to accomplish any of the purposes
set forth in this Agreement.

      J. Integrated Agreement. This Agreement constitutes the entire Agreement
between the parties. This Agreement supersedes any prior agreement or
understanding between the parties and no modifications or revisions thereof
shall be of any force or effect unless the same are in writing and executed by
the parties hereto. The Nissko Group, Nissko and Ltd. acknowledge that it is
entering into this Agreement as a result of its own independent investigation
and not as a result of any promises, declarations and/or representations, oral
or written, of CBS, Fidelity Holdings, Inc., its agents, officers or employees
or any other entity, not contained in this Agreement.

      K. Ambiguity. This contract is to be deemed to have been prepared jointly
by the parties hereto, and any uncertainty and ambiguity existing herein shall
not be interpreted against either party but according to the application of
rules of interpretation of contracts if such an uncertainty or ambiguity exists.

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      L. Applicable Law. The parties agree that this Agreement shall be governed
by and interpreted pursuant to the Laws of the State of New York.

      M. Third Party Beneficiary. No provision of this Agreement is intended to
be for the benefit of or enforceable by any third party.

      N. Counterparts; Facsimile. This Agreement, and any amendments hereto may
be executed in counterparts all of which taken together shall constitute one
agreement. A facsimile copy or copies may serve as original.

      O. Separability of Provisions. Any provision of this Agreement, which
shall be determined to be invalid, Shall be ineffective, but such invalidity
shall not affect the remaining provisions hereof. The titles to the paragraphs
hereof are for convenience only and have no substantive effect.

IN WITNESS THEREOF, the parties hereto, intending to be legally bound, the
parties have signed this agreement as of the day and year written above.


Computer Business Sciences, Inc.


______________________________________
By: Doron Cohen, President


______________________________________
By: Joseph Koren


______________________________________
By: Chamuel Livian


______________________________________
By: Avi Nissanian


______________________________________
By: Robert Rimberg

<PAGE>

Nissko Telecom Associates


______________________________________
By: Nissko Telecom L.P.


Nissko Telecom Ltd.


______________________________________
By: Avi Nissanian, President


AGREED TO WITH RESPECT TO
PARAGRAPH B(2) ONLY:


______________________________________
Doron Cohen


______________________________________
Bruce Bendel


Fidelity Holdings, Inc.


By:___________________________________