AGREEMENT BETWEEN COMPUTER BUSINESS SCIENCES

                                       AND

                              NISSKO TELECOM, LTD.

THIS AGREEMENT, made this 25th day of March, 1996 by and between

COMPUTER BUSINESS SCIENCES, INC., a New York corporation with itS principal
offices located at 144-15 Union Turnpike, Flushing, New York 11367 (hereinafter
"CBS")

AND

NISSKO TELECOM, LTD., a Delaware corporation with offices located at 7 West 45th
Street, New York, New York 10036 and formed by: AVRAHAM NISSANIAN, an adult
individual residing at 139-34 78th Drive, Flushing, New York 11367; YOSSI KOREN,
an adult individual residing at 124 Audley Street, Kew Gardens, New York 11418;
and CHAMUEL LIVIAN, an adult individual residing at 65 Tennis Place, Forest
Hills, New York 11375; (such corporation being hereafter referred to as "NT" and
such individuals being hereafter referred to as "INVESTORS")

WITNESSETH THAT:

WHEREAS, CBS' parent corporation, Fidelity Holdings, Inc. (hereinafter
"FIDELITY") has entered into a Letter of Intent to acquire certain computer
telephony, international telecommunications and business software and related
hardware known under the trade name "Talkie" and has begun exploitation of such
products;
<PAGE>

WHEREAS, CBS represents and warrants that the technology of the Talkie Power Web
Line Machine is the state of the art in the field of communications.

WHEREAS, INVESTORS and NT desire to own and commercially use the international
telecommunications and computer telephony modules of Talkie to accomplish the
intentions of this Agreement;

WHEREAS, NT, and CBS and its parent corporation, FIDELITY, and the parties have
reached certain agreements and understandings and desire this Agreement to
formalize and evidence such agreements and understandings;

NOW, THEREFORE, intending to be legally bound, and in consideration of the
mutual promises and covenants contained herein, the parties have agreed as
follows:

1.    (a) on the terms and conditions of this Agreement, CBS agrees to sell to
      NT, and NT agrees to purchase from CBS, fifteen (15) Talkie Power Web Line
      Machines (hereinafter "Machines"), such Machines being more specifically
      described on the Invoices attached hereto and made a part hereof, and
      marked as Exhibit A. For placement of such Machines, NT has reserved
      fifteen (15) cities, listed on the schedule attached hereto, made a part
      hereof, and marked as Exhibit B. In the event that CBS shall determine
      that a Machine cannot be sited in any city listed on Exhibit B, CBS shall
      notify NT which shall then


                                       2
<PAGE>

      select an alternate city. Accordingly Exhibit B shall be amended from time
      to time as necessary.

      (b) In consideration of its purchase, NT shall pay for each Machine one
      hundred and twenty five thousand dollars eight hundred dollars ($125,800)
      for the total sum of One Million Eight Hundred Eighty-seven Thousand
      Dollars ($1, 887, 000) of which Six Hundred Twenty-nine Thousand Dollars
      ($629,000)("'Deposit") shall be paid contemporaneously with the execution
      of this Agreement and the balance shall be paid as provided under
      paragraph (d) of this section.

      (c) Of the 15 machines, CBS shall promptly manuf acture, program and site
      three (3) machines. Title to the initial three (3) Machines and all other
      machines covered by this Agreement shall pass when NT has tested the lines
      and accepted the Machines as properly functioning for the intended
      purposes or under such other conditions as the financing source may
      dictate.

      (d) Subject to sub-paragraph (e) following and 115 of this Agreement, CBS
      shall deliver the balance of the Machines and NT shall pay the balance of
      the purchase price as provided in Exhibit "C".

      (e) Prior to NT being required to pay the balance of the purchase price
      for the Machines, CBS shall provide satisfactory evidence that FIDELITY
      has closed its acquisition


                                       3
<PAGE>

      of Talkie. if such acquisition has not been accomplished by

May 15, 1996, NT may either:

(i) elect to treat its Deposit as the purchase of the first 5 Machines and
cancel this Purchase Agreement with respect to the additional Machines; or

(ii) declare this Purchase Agreement in default.

If NT shall elect to cancel this Agreement, the Deposit shall be applied to the
purchase price of the first 5 Machines and the provisions of Paragraphs 4 and 9
shall remain in full force and effect, If NT shall elect to declare a default,
the provisions of Paragraph 9 shall be effective.

2.    (a) Subject to completion of the initial 15 Machines, NT shall be
      permitted to purchase an additional fifteen (15) Attachment Modules.

      (b) Subject to completion of the purchase of the initial fifteen (15)
      Machines at $125,800 each and the fifteen (15) Attachment Modules at
      $60,000 each , NT shall have the option to purchase an additional fifteen
      (15) Machines at $125,800 each and the fifteen (15) Attachment Modules at
      $60,0OO each, provided only that any attachment modules may be purchased
      only for attachment to a previously purchased Machine.

      (c) In the event that during the term of this Purchase Agreement, CBS
      shall develop a new system or new technology


                                        4
<PAGE>

      which performs the same function and/or provides the same service as the
      Talkie Power Web Line Machines, but which is superior to or renders the
      current Machines obsolete, NT shall have the options to:

            (i) continue with this Purchase Agreement or substitute the new
            system or the new technology for the balance of the Machines to be
            purchased hereunder; and/or

            (ii) purchase the new system or the new technology to replace the
            Machines already purchased.

      In either event, NT shall pay the standard market price established by CBS
      for such new system or new technology.

      (d) Upgrades of and /or improvements in technology on the current
      technology in Machines ordered shall be provided at no extra cost to NT so
      long as the Machines are in operation.

3.    (a) CBS hereby grants NT a right of first refusal to place Machines in all
      cities of the world in addition to those listed on Exhibit B.

      (b) In the event that CBS shall receive a request from any third party to
      acquire a Machine for placement in any city, in addition to those listed
      on Exhibit B, CBS shall notify NT of such request in writing. NT shall
      have a period of ten (10) business days to determine whether to exercise
      the right of first refusal, If NT shall not elect to exercise its right,


                                       5
<PAGE>

      CBS shall be free to proceed with the third party. If NT shall elect to
      exercise its right, subject to sub-paragraph (c) following, within Five
      (5) business days it shall enter into a f urther Purchase Agreement to
      acquire a Machine f or placement in such city. If at the time such option
      is exercised, NT has not completed the purchase of the initial fifteen
      (15) Machines as provided for under this Agreements NT shall be permitted
      to substitute a city elected under the option for one contained in Exhibit
      "D". For purposes of this provision, the term business days shall exclude
      Saturdays, Sundays, U.S. holidays, and Jewish religious holidays (a list
      of all recognized holidays are contained in Exhibit "E").

      (c) In the event that CBS shall determine that a Machine cannot be sited
      in any city listed an Exhibit "B", and NT shall exercise its right of
      first refusal with respect to some other city, the city designated in the
      exercise of the right of first refusal may be substituted for the
      unavailable city on Exhibit B, at NT's option, in which event no
      additional Purchase Agreement shall be required and the Machine shall
      constitute one of the 15 Machines hereunder. When NT shall have placed 15
      Machines, all subsequent exercises of its right of first refusal shall
      require the execution of an additional Purchase Agreement.

4.    In consideration of the Deposit which constitutes one-third of


                                       6
<PAGE>

      the purchase price for the 15 Machines, CBS guarantees that NT shall
      recover the Deposit by March 31, 1998. If, by March 31, 1998, NT shall not
      have earned cumulative (total) income before depreciation interest expense
      and taxes of the first 5 Machines placed in service equal or greater to
      $629,000, with CBS' capital contribution of $150,000 included as part of
      that recovery, NT may:

      (a) waive the failure and continue as theretofore; or 

      (b) terminate this Purchase Agreement; or

      (c) declare this Purchase Agreement in default.

      NT shall not have an independent cause of action to recover the $629,000
      and the remedies of NT are limited to those listed. If NT terminates this
      Purchase Agreement, the obligation of NT to purchase any further Machines,
      if less than 15 have been purchased, shall be terminated and NT shall
      retain and operate the Machines purchased as the sole remedy of NT and
      INVESTORS. If NT elects to declare this Purchase Agreement in default, the
      provisions of Paragraph 9 shall be effective as the sole remedy of NT and
      INVESTORS In the event that NT elects to terminate this Purchase Agreement
      or to declare this Purchase Agreement in default, NT shall notify CBS of
      such election in writing, certified mail, return receipt requested.

5.    (a) CBS acknowledges that CBS will arrange for and guarantee


                                       7
<PAGE>

      a line of credit or other credit facility to finance the payment of the
      balance of the purchase price of the 15 Machines. CBS shall go to at least
      three (3) financing institutions to seek out and find, if possible, one
      that shall not require personal guarantees from INVESTORS. NT shall assist
      CBS in good faith in obtaining a line of credit or other credit facility
      to finance the payment of the balance of the purchase price of the 15
      Machines and if required by financing institution shall provide written
      guarantees. As the Machines are delivered and sited, NT shall draw against
      such line of credit or credit facility and pay the balance of the purchase
      price. Title to the Machines shall pass when NT has tested the lines and
      accepted the Machines as properly functioning for the intented purposes

      (b) In the event that CBS cannot arrange f or a line of credit or other
      credit facility to finance the balance of the purchase price of the
      fifteen (15) Machines then the deposit shall be applied to the purchase
      price of the first five (5) Machines.

6.    As an inducement to NT to make a purchase of 15 Machines and thereby
      require financing:

      (a) CBS guarantees that NT shall achieve the financial performance
      projections, a copy of which is attached hereto, and made a part hereof
      and marked as Exhibit "F"


                                        8
<PAGE>

      (b) CBS shall be responsible to assist and provide NT in its management
      and business development. CBS shall make available the full time services
      of Geoffrey Alexander, a CBS employee. NT and Mr. Alexander shall enter
      into such employment or consulting agreement as they may negotiate. The
      term of Mr. Alexander's employment shall be in the discretion of NT

      (c) In the event that NT does not achieve such performance projections
      during the management /consulting of Mr. Alexander, NT shall notify CBS of
      the failure to achieve the performance projections and shall terminate Mr.
      Alexander. It shall be the responsibility of CBS to provide an alternative
      manager/consultant to assist NT in achieving the performance projections.
      In determining It cumulative (total) income before depreciation, interest
      expense and taxes" from operations of the first 5 Machines", the parties
      shall utilize the performance projections which are attached hereto, and
      made a part hereof and marked as Exhibit D pursuant to Paragraph 5(a)
      below. Discretionary expenses not included in the performance projections
      shall be added back in determining cumulative (total) income bef ore
      depreciation, interest expense and taxes". GAAP accounting shall be
      adjusted to the methods used in preparing the performance projections.


                                       9
<PAGE>

      (d) If NT does not achieve the performance projections, NT may:

            (i) waive the failure and continue as theretofore; or

            (ii) terminate this Purchase Agreement; or

            (iii) declare this Purchase Agreement in default.

      NT shall not have an independent cause of action for failure to achieve
      the performance projections and the remedies of NT are limited to those
      listed. If NT terminates this Purchase Agreement, the obligation of NT to
      purchase any further Machines, if less than 15 have been purchased, shall
      be terminated and NT shall retain and operate the Machines purchased as
      the sole remedy of NT and INVESTORS. if NT elects to declare this Purchase
      Agreement in default, the provisions of Paragraph 10 shall be effective as
      the sole remedy of NT and INVESTORS. In the event that NT elects to
      terminate this Purchase Agreement or to declare this Purchase Agreement in
      default, NT shall notify CBS of such election in writing, certified mail,
      return receipt requested.

7.    (a) In consideration of the execution of this Agreement by NT, FIDELITY
      shall contemporaneously issue to INVESTORS (including to such persons and
      entities as INVESTORS may direct) Seven Hundred and Fifty Hundred Thousand
      (750,000) warrants for the purchase of 750,000 shares of the Common


                                       10
<PAGE>

      Stock of FIDELITY at an exercise price of $1.25. FIDELITY represents that
      it has the authority to issue such warrants. Such warrants, designated as
      the 1996-A Warrants, may be exercised the later of:

            (i) prior to 5:00 P.M, on September 19, 1996; or

            (ii) within sixty (60) days after the effectiveness of the SB-2 of
            FIDELITY excluding those Jewish holidays listed in Exhibit "E"
            provided that this Purchase Agreement is in full force and effect as
            of the date of exercise. Payment for the options shall be as
            follows:

                  (i) Not less than ten (10%) percent shall be paid at the times
                  provided under Paragraph 7(a)(ii) ; and

                  (ii) The remainder of the payment for the options shall be
                  paid not later than 5:00 P.M. on December 31, 1996.

      (b) In consideration of the payment of the full purchase price of
      $1,887,000 for all 15 Machines, FIDELITY shall contemporaneously with the
      execution of this Purchase Agreement issue to INVESTORS (including to such
      persons and entities as INVESTORS may direct) Seven Hundred Fifty Thousand
      (750,000) warrants for the purchase of 750,000 shares of the Common Stock
      of FIDELITY at an exercise price of $1.25. Such warrants, designated as
      the 1996-B Warrants, may be exercised at any time prior to 5:00 P.M. on
      March 19, 1998 provided that this Purchase Agreement is in full force and
      effect as of the


                                       11
<PAGE>

      date of exercise. FIDELITY represents that it has the authority to issue
      such warrants.

      (c) Contemporaneously with the execution of this Purchase Agreement
      FIDELITY shall -adopt the Warrant Agreement, form of 1996-A Warrant, and
      form of 1996-B Warrant attached hereto, and made a part hereof and marked
      respectively as Exhibits "H", and "'I".

      (a) Within seven (7) business days following execution of this Purchase
      Agreement, INVESTORS shall cause NT to issue to CBS, and NT shall issue to
      CBS, that number of shares of the common stock of NT as shall equal
      forty-five percent (45%) of the issued and outstanding shares of Common
      Stock of NT. CBS shall pay the par value, if any, for such stock. NT shall
      be incorporated with a single class of Common Stock and the stockholders
      shall have preemptive rights.

      (b) As NT shall pay for each Machine, CBS shall make a nonrefundable
      contribution to the capital of NT in the amount of Ten Thousand Dollars
      ($10,000); i.e., $10,000 per initial Machine Purchased, to a total of
      $150,000, No further contribution shall be required on account of
      additional Machines purchased by NT in exercising its right of first
      refusal or purchased pursuant to 12 of this Agreement.

      (c) During the first year of NT's operations, subject to the 


                                       12
<PAGE>

      expenditure of the capital contribution of CBS for operations, as may be
      required by NT in good faith, CBS shall make an unsecured bearing loans to
      NT at the lowest interest rate permitted by Federal law and in such
      amounts, from time to time, as may be required for NT to meet its cash f
      low deficits, to a total of $300,000. Such loan(s) shall be repaid first
      from available cash flow of NT as its business develops, from time to
      time, and the unpaid balance of such loans shall mature on March 19, 1998.

      CBS shall repay to Investors within six (6) months of NT's election under
      Paragraphs 1(e) or 4 to declare a default the $629,000. As additional
      security and to assure NT and INVESTORS that CBS will fulfill its
      guarantee provided in Paragraph 4 above, Bruce Bendell, Chairman of the
      Board of FIDELITY, and Doron Cohen, President/CEO of FIDELITY, both of
      whom are major stockholders of FIDELITY, shall each pledge Five Hundred
      Thousand (500,000) shares of the Common Stock of FIDELITY as collateral
      for the performance by CBS of its guarantee of the recovery of the
      $629,000. If NT and/or INVESTORS shall declare a default with respect to
      this Purchase Agreement as a result of the failure to recover the
      $629,000, CBS shall be primarily responsible for the payment of the
      unrecovered balance of the $629,000. If CBS shall pay such unrecovered
      balance, upon such payment INVESTORS shall 


                                       13
<PAGE>

      by NT as provided in Paragraph 5 above. Upon notifying CBS of its election
      to declare a default of this Purchase Agreement, INVESTORS shall cause to
      transfer to FIDELITY at no further cost 55% of the shares in. Furthermore,
      in the event that NT and/or INVESTORS shall declare a def ault with
      respect to this Purchase Agreement as a result of the failure to meet the
      performance projections, CBS and FIDELITY jointly and severally agree to
      indemnify INVESTORS against, and hold INVESTORS harmless from, any
      repayment demands with respect to such line of credit or credit facility
      and with respect to any loss, charge, expense, claim, award or damages
      arising from or directly related to such line of credit or credit facility
      from and after the date of the declaration of default.

      If, from and after the date of this Purchase Agreement, while this
      Purchase Agreement remains in full force and effect without default by NT,
      FIDELITY shall determine:

      (a) to sell a total of 50% or more of CBS; or

      (b) to have CBS become a public company;

      then FIDELITY shall notify NT and INVESTORS, writing, of such
      determination upon the earlier of:

            (i) the execution of an Agreement contemplating such an event; or'

            (ii) at least thirty (30) days prior to the effective date of such
            event.


                                       14
<PAGE>

NT's stockholders shall have the option to convert their stockholdings in NT
to shares of the Common Stock of CBS, so as to participate in the proposed
event. Such option shall expire if unexercised within ten (10) business days
after NT's receipt of notice from FIDELITY, unless otherwise agreed upon by the
parties. The intent of such conversion is to give the non-CBS stockholders of NT
a value for their 55% interest in NT equal to the value being received by CBS in
recognition of its 45% interest. The basis for such conversion shall be the
application to the 55% of NT owned by its non CBS stockholders of the same
valuation being applied, in the proposed transaction, to the 45% of NT owned by
CBS. If the proposed event is a sale of 50% or more of CBS, the value being
applied by the buyer to the 45% interest of CBS in NT shall be applied to the
55% of the non-CBS stockholders. If the proposed event is CBS becoming a public
company, the value being applied by the underwriter to the 45% interest of CBS
in NT shall be applied to the 55% of the non-CBS stockholders In the event that
the valuation method cannot be determined, the conversion shall be based upon an
independent appraisal of the value of NT. The parties acknowledge that this
provision will increase the price to be paid f or the interest in CBS being
sold, whether privately or publicly, and the parties shall cooperate, in good
faith, to accomplish any potential transaction and the intent of this paragraph.


                                       15
<PAGE>

12.   This Purchase Agreement shall be deemed to be made in New York and all
      disputes arising hereunder shall be governed and controlled by the laws of
      New York. In, the event of any litigation arising from this Purchase
      Agreement, the parties hereto agree to submit themselves and the subject
      matter of said dispute to the jurisdiction of the state and/or federal
      courts in New York.

13.   Any and all notices, requests, demands and other communications required
      or permitted to be given pursuant to this Purchase Agreement shall be in
      writing and shall be deemed to have been duly given when delivered by hand
      or when deposited in the United States mail, by registered or certified
      mail, return receipt requested, postage prepaid, as follows:

If to CBS:                    Computer Business Sciences
                              144-15 Union Turnpike
                              Flushing, New York 11367
                 
with a copy to:               Richard C. Fox, Esq.
                              3401 Lakeview Drive
                              Delray Beach, Florida 33445
                  
If to Nissko Telecom, Ltd.:   Nissko, Telecom, Ltd.
                              7 West 45th Street
                              New York, New York 10036
       
with a copy to:               Robert L. Rimberg, Esq.
                              866 Third Avenue, 30th Floor
                              New York, New York 10022
                
or to such other addresses as the parties hereto may from time 


                                       16
<PAGE>

to time give written notice of to the others.

14.   This Purchase Agreement constitutes the entire agreement between the
      parties hereto with respect to the subject matter hereof and supersedes
      all prior agreements, understandings, negotiations and discussions, both
      written and oral, between the parties hereto with respect to such subject
      matter. This Agreement may not be amended or modified in any way except by
      a written instrument executed by all of the parties hereto. This provision
      shall not affect the validity not interpretation of the related documents
      referred to herein and supporting the provisions of this Purchase
      Agreement.


                                       17
<PAGE>

15.   This Purchase Agreement shall be for the benefit of and binding upon the
      parties hereto and their respective heirs, personal representatives,
      successors and, where applicable, assigns.

16.   The waiver by any of the parties hereto of any other party's prompt and
      complete performance, or breach or violation, of any provision of this
      Purchase Agreement shall not operate nor be construed as a waiver of any
      subsequent breach or violation, and the failure by either of the parties
      hereunder to exercise any right or remedy which it may possess hereunder
      shall not operate nor be construed as a bar to the exercise of


                                       18
<PAGE>

      such right or remedy by such party upon the occurrence of any subsequent
      breach or violation. No right or remedy conferred upon or reserved to
      either of the parties hereto by this Purchase Agreement shall exclude any
      other right or remedy, except as expressly provided herein, but each such
      right or remedy shall be cumulative and shall be in addition to every
      other right or remedy hereunder or available at law or in equity.

17.   The invalidity of any one or more of the words, phrases, sentences,
      clauses, sections or subsections contained in this Purchase Agreement
      shall not affect the enforceability of the remaining portions of this
      Purchase Agreement or any part hereof, all of which are inserted
      conditionally on their being valid in law, and, in the event that any one
      or more of the words, phrases, sentences, clauses, sections or subsections
      contained in this Purchase Agreement shall be declared invalid by a court
      of competent jurisdiction, this Purchase Agreement shall be construed as
      if such invalid word or words, phrase or phrases, sentence or sentences
      clause or clauses, section or sections or subsection or subsections had
      not been inserted.

18.   All of the legal, accounting and other costs and expenses incurred in
      connection with this Purchase Agreement and the transactions contemplated
      hereby shall be borne and paid by the party incurring such costs and
      expenses, and no party shall be obligated for any cost or expense incurred
      by any other party.

19.   In any legal action or other proceeding involving, arising out of or in
      any way relating to this Purchase Agreement, the prevailing party shall be
      entitled to recover reasonable attorneys' fees, costs, and expenses of
      litigation.

20.   Upon consent of both parties, any controversy, dispute or claim arising
      out of, or relating to this Agreement or breach thereof, shall be settled
      by arbitration pursuant to the rules then obtaining of the American
      Arbitration Association and shall be held at the offices of the American
      Arbitration Association offices in New York City. Any award rendered
      therein shall be binding on each and all of the parties and their personal
      representatives. Expenses shall be borne by the non-prevailing party in
      the arbitration proceeding. Judgement may be entered upon an arbitration
      award in any court of competent jurisdiction, and any arbitration notice,
      process, notice of motion or application to a court, including application
      for judgement, may be served within or outside the State of New York by
      mail or personal service, provided a reasonable time for appearance is
      allowed. Each Stockholder hereby consents to the jurisdiction of any court
      to which any 


                                       19
<PAGE>

      motion or application shall be made in accordance with this agreement.

21.   This Purchase Agreement may be executed -in any number of counterparts and
      by the separate parties hereto in separate counterparts, each of which
      shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered
this Agreement on the date first above written.

ATTEST:                                   COMPUTER BUSINESS SCIENCES, INC.

                                          By: /s/: Doron Cohen
                                              ---------------------------
                                              Doron Cohen
                                              Secretary


ATTEST:                                   FIDELITY HOLDINGS, INC.

                                          By: /s/: Doron Cohen
                                              ---------------------------
                                              Doron Cohen
                                              Secretary


ATTEST:                                   NISSKO TELECOM, INC.

                                          By: /s/ Avi Nissanian
                                              ---------------------------
                                              Avi Nissanian
                                              Secretary


WITNESSES:                                INVESTORS:

                                          By: /s/: Avi Nissanian
                                              ---------------------------
                                              Avi Nissanian

                                          By: /s/: Yossi Koren
                                              ---------------------------
                                              Yossi Koren

                                          By: /s/: Chamuel Livian
                                              ---------------------------
                                              Chamuel Livian