AGREEMENT, made this 1st day of November, 2001, by and between
Manchester Technologies, Inc., a Corporation organized and existing under and by
virtue of the laws of the State of New York,  with a principal place of business
at 160 Oser Avenue,  Hauppauge,  New York 11788 (hereinafter  referred to as the
"Purchaser or  Manchester"),  Anthony C. Mazzullo,  an individual  residing at 7
Chantilly  Lane,  Fairport,  New York 14450,  and Steven K. Ladd,  an individual
residing at 345 Blue Ridge Road, North Andover, Massachusetts 01845 (hereinafter
referred  to  together  as  the  "Shareholders"),  e.Track  Solutions,  Inc.,  a
Corporation  organized and existing under the virtue of the laws of the State of
New York,  with a principal  place of business  at 1169  Pittsford-Victor  Road,
Building 3, Suite 220, Pittsford, New York 14534 (hereinafter referred to as the
"Company").

                              W I T N E S S E T H:
         Whereas,  the Shareholders are the sole  stockholders,  and Mazzullo is
the sole director,  and chief executive officer of the Company,  and as such the
Shareholders  represent that they hold such capital stock without charge or lien
against it, and

     Whereas,  the  Company is engaged in web page design and  development,  and
offers consulting services for operational improvements, and

     Whereas, the Shareholders have made certain  representations and warranties
as to the  "Company  Assets"  and  "Company  Liabilities"  as more  particularly
defined in the within Agreement or Schedules annexed thereto,  and Whereas,  the
Purchaser desires to purchase one hundred (100%) percent of the right, title and
interest of the Shareholders in all of the capital stock of the Company.

     Now,  Therefore,  in  consideration  of the sum of Ten ($10.00)  Dollar and
other good and valuable consideration,  receipt of which is hereby acknowledged,
and in further consideration of the mutual agreements hereinafter set forth, the
parties hereto agree as follows:

     Definitions:  The following terms shall have the meaning hereby assigned in
this Agreement as well as any other Agreement which is collateral hereto:

         "Assets"  means all right,  title,  and  interest  in and to all of the
assets of the Company or the  Companies as set forth on Exhibit  "A",  including
all of  their  (a)  real  property,  leaseholds  and  sub-lease  holds  therein,
improvements,  fixtures, and fittings thereon, and easements, rights-of-way, and
other  appurtenants  thereto  (such  as  appurtenant  rights  in and  to  public
streets),  (b)  tangible  personal  property  (such  as  machinery,   equipment,
Inventory),  (c) intellectual property owned by the Company, goodwill associated
therewith,  the trade  names,  licenses  and  sub-licenses  granted with respect
thereto, licenses obtained by the Company in respect of intellectual property of
others,  and rights  thereunder,  remedies against  infringements  thereof,  and
rights to protection of interests  therein under the laws of all  jurisdictions,
(d)  leases,  sub-leases,  and rights  thereunder,  (e)  agreements,  contracts,
indentures,   mortgages,  instruments,  security  interests,  guaranties,  other
similar  arrangements,  and rights  thereunder,  (f) accounts,  notes, and other
receivables, (g) securities, if any, (h) claims, deposits, prepayments, refunds,
causes of action, choses in action,  rights of recovery,  rights of set off, and
rights of recoupment (including any such item relating to the payment of Taxes),
(i)   franchises,   approvals,   permits,   licenses,   orders,   registrations,
certificates,  variances,  and similar  rights  obtained  from  governments  and
governmental  agencies,   (j)  books,  records,   ledgers,   files,   documents,
correspondence, lists, plats, architectural plans, drawings, and specifications,
creative materials, advertising and promotional materials, studies, reports, and
other printed or written  materials,  (k) any cash, (l) the corporate  charters,
qualifications to conduct business as a foreign  corporation,  arrangements with
registered  agents  relating  to  foreign  qualifications,  taxpayer  and  other
identifications  numbers, seals, minute books, stock transfer books, blank stock
certificates, and other documents relating to the organization, maintenance, and
existence of the Company as a corporation;  (m) any of the rights of the Company
under this Agreement.

         "Adverse Consequences" means all actions, suits, proceedings, hearings,
investigations,  charges, complaints,  claims, demands, injunctions,  judgments,
orders, decrees, rulings,  damages, dues, penalties,  fines, costs, amounts paid
in settlement,  Liabilities,  obligations,  Taxes, liens, losses,  expenses, and
fees, including court costs and reasonable attorneys' fees and expenses.
         "Affiliate"  has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

         "Affiliated  Group"  means any  affiliated  group within the meaning of
Code Sec.  1504(a) or any similar  group  defined  under a similar  provision of
state, local, or foreign law.

         "Basis"  means  any  past or  present  fact,  situation,  circumstance,
status,  condition,  activity,  practice,  plan,  occurrence,  event,  incident,
action,  failure to act, or transaction  that to the knowledge of the Company or
Shareholders forms or could form the basis for any specified consequence.

         "Cash" means cash and cash equivalents (including marketable securities
and short term  investments)  calculated  in  accordance  with GAAP applied on a
basis consistent with the preparation of the Closing Date Financial Statements.

         "Closing"  has the  meaning  set  forth  in  Paragraph  "Third"  below.

         "Closing Date" has the meaning set forth in Paragraph "Third" below.

         "Closing Date  Financial  Statements"  means the  internally  generated
financial  statements  of the  Company to be prepared by the Company at its cost
reflecting  the  financial  condition  of the  Company as of October  26,  2001,
prepared in accordance with GAAP and in accordance  with the Company's  previous
financial  statements and to be delivered to the Parties within ninety (90) days
of the Closing  Date and  accepted by the Parties in writing.  In the event of a
dispute regarding the Closing Date Financial Statements which cannot be resolved
by the  Parties  within  fifteen  (15)  days of  delivery  of the  Closing  Date
Financial Statements, the Closing Date Financial Statements shall be reviewed by
the Jericho,  New York office of KPMG Peat Marwick,  which costs of review shall
be paid by the Purchaser.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Confidential   Information"  means  any  information   concerning  the
businesses and affairs of the Company that is not already generally available to
the public.

          "Controlled  Group of Corporations"  has the meaning set forth in Code
          Sec. 1563.

          "Employee  Benefit  Plan" means the  e.Track  Solutions,  Inc.  Profit
          Sharing Plan.

          "Employee  Pension  Benefit  Plan" has the  meaning set forth in ERISA
          Sec. 3(2)

          "Employee  Welfare  Benefit  Plan" has the  meaning set forth in ERISA
     Sec. 3(1).

     "Environmental,   Health,   and  Safety   Laws"  means  the   Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980,  the Resource
Conservation  and Recovery Act of 1976, and the  Occupational  Safety and Health
Act of 1970,  each as amended,  together with all other laws  (including  rules,
regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and
charges  thereunder) of federal,  state, local, and foreign governments (and all
agencies thereof) concerning pollution or protection of the environment,  public
health and safety,  or employee  health and safety,  including  laws relating to
emissions,   discharges,   releases,   or  threatened  releases  of  pollutants,
contaminants, or chemical,  industrial,  hazardous, or toxic materials or wastes
into ambient air, surface water, ground water, or lands or otherwise relating to
the manufacture,  processing,  distribution,  use, treatment, storage, disposal,
transport,  or handling of pollutants,  contaminants,  or chemical,  industrial,
hazardous, or toxic materials or wastes.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended.

     "Extremely  Hazardous  Substance"  has the meaning set forth in Sec. 302 of
the Emergency Planning and Community Right-to-Know Act of 1986, as amended.

     "GAAP" means United States generally accepted  accounting  principles as in
effect from time to time.

     "Hart-Scott-Rodino Act" means the Hart-Scott-Rodino  Antitrust Improvements
Act of 1976, as amended.

     "Indemnified  Party" has the meaning set forth in the Indemnity  Agreements
annexed hereto.

     "Indemnifying  Party" has the meaning set forth in the Indemnity Agreements
annexed hereto.

     "Intellectual  Property" means (a) all inventions,  (whether  patentable or
unpatentable and whether or not reduced to practice),  all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
re-issuance,  continuations,  continuations-in-part,  revisions, extensions, and
re-examinations thereof, (b) all trademarks,  service marks, trade dress, logos,
trade names, and corporate names,  together with all translations,  adaptations,
derivations,  and  combinations  thereof and including  all goodwill  associated
therewith,  and all  applications,  registrations,  and  renewals in  connection
therewith,  (c) all copyrightable  works, all copyrights,  and all applications,
registrations,  and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential  business  information  (including ideas,  research and
development,  know-how,  formulas,  compositions,  manufacturing  and production
processes and techniques,  technical data,  designs,  drawings,  specifications,
customer  and supplier  lists,  pricing and cost  information,  and business and
marketing plans and proposals),  (f) all computer  software  (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible embodiments thereof (in whatever form or medium).

         "Inventory"  means all goods and works in process and  finished  goods,
work,  manufactured  and  purchased  parts and  supplies  and other items deemed
inventory in accordance with GAAP in the operation of the Company's business.

         "Knowledge" means actual knowledge after reasonable investigation.

         "Liabilities"  means (a) all  Liabilities of the Company as recorded on
the June 30, 2001 balance sheet,  and as adjusted for the business  operation of
the Company through the Closing Date in accordance with past custom and practice
and in the Ordinary  Course of Business of the Company and to be recorded on the
Closing  Date  Financial  Statements,  and  subject to the  representations  and
warranties of Seller and the Company herein,  (b) all obligations of the Company
under the  agreements,  contracts,  leases,  licenses,  and  other  arrangements
referred to in the definition of Assets either (i) to furnish  goods,  services,
and other  non-Cash  benefits to another  party after the Closing of (ii) to pay
for goods, services, and other non-Cash benefits that another party will furnish
to it after the Closing,  (c) any  Liability of the Company for unpaid Taxes for
periods  prior to the Closing  which were not due and payable  prior to Closing,
(d) any Liability or obligation under any insurance policy, health or medical or
life  insurance  plan of the  Company in effect as of the Closing  Date,  costs,
amounts paid in  settlement,  losses,  expenses,  or otherwise  and whether such
indemnification is pursuant to any statute, charter documents, bylaw, agreement,
or otherwise,  any  Liability of the Company for costs and expenses  incurred in
connection  with the Agreement and the  transactions  contemplated  hereby,  any
Liability or obligation of the Company  under this  Agreement,  any Liability or
obligation of the Company,  the Employee  Benefit Plan, any Liability  resulting
from any breach of contract,  breach of warranty, tort infringement or violation
of law.

         "Liability"  means any  liability  (whether  known or unknown,  whether
asserted or  un-asserted,  whether  absolute or contingent,  whether  accrued or
un-accrued,  whether  liquidated or  unliquidated,  and whether due or to become
due), including any liability for Taxes.

         "Multi-employer Plan"  has the meaning set forth in ERISA Sec. 3(37).

         "Ordinary  Course of Business"  means the  ordinary  course of business
consistent with past custom and practice (including with respect to quantity and
frequency),  excluded  therefrom is the  transaction  contemplated by the within
Agreement.

         "Party" has the meaning set forth in the preface above.

         "Person"  means  an  individual,  a  partnership,  a  corporation,   an
association,   a  joint  stock   Companies,   a  trust,  a  joint  venture,   an
unincorporated  organization,  or a  governmental  entity  (or  any  department,
agency, or political subdivision thereof).

         "Pre-Tax  Earnings" includes all revenues earned during the period less
all expenses  incurred or accrued during the period except for taxes computed on
the basis of income.  For purposes of this  Agreement,  Pre-Tax Profit shall not
include amortization of goodwill.

     "Prohibited  Transaction"  has the meaning set forth in ERISA Sec.  406 and
Code Sec. 4975.

     "Purchase Price" has the meaning set forth in Paragraph "Second" below.

     "Reportable Event" has the meaning set forth in ERISA Sec. 4043.

     "Security Interest" means any mortgage, pledge, lien, encumbrance,  charge,
or other  security  interest,  other  than (a)  mechanic's,  material  men's and
similar liens, (b) liens for Taxes not yet due and payable or for Taxes that the
taxpayer  is  contesting  in good faith  through  appropriate  proceedings,  (c)
purchase  money liens and liens  securing  rental  payments  under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

     "Shareholders"   means   Anthony  C.   Mazzullo  and  Steven  K.  Ladd,  as
Shareholders in e.Track Solutions, Inc.

     "Subsidiary" means any corporation with respect to which a specified Person
(or a Subsidiary  thereof)  owns a majority of the common stock or has the power
to vote or direct the voting of sufficient securities to elect a majority of the
directors.

         "Tax"  means any  federal,  state,  local,  or  foreign  income,  gross
receipts,  license, payroll,  employment,  excise, severance, stamp, occupation,
premium, windfall profits,  environmental (including taxes under Code Sec. 59A),
customs duties, capital stock, franchise, profits, withholding,  social security
(or similar), unemployment, disability, real property, personal property, sales,
use,  transfer,  registration,  value  added,  alternative  or  add-on  minimum,
estimated, or other tax or any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not.

         "Tax Return" means any return,  declaration,  report, claim for refund,
or information return or statement relating to Taxes,  including any Schedule or
attachment thereto, and including any amendment thereof.

     "Third Party Claim" has the meaning set forth in  Paragraph  "Eighth:  (d)"
below.

First: Sale of Stock- The Sellers agree to sell, transfer and assign one hundred
(100%) percent of the issued outstanding  capital stock of the Company;  to wit:
2,060,000  issued and outstanding  shares of Common Stock in e.Track  Solutions,
Inc. (not including options with respect



<PAGE>


to 236,750  shares of Common  Stock which will be redeemed by the Company at the
Closing  on the  terms  described  in  Exhibit  2),  pursuant  to the  terms and
conditions  hereinafter set forth.

Second:  Purchase  Price-  The  Purchaser  agrees to buy all of the  issued  and
outstanding  shares of the  capital  stock of Seller  constituting  one  hundred
(100%)  percent of all the issued and  outstanding  stock in the Company,  for a
Purchase Price of Two Hundred Ninety Thousand and 00/100 ($290,000.00)  Dollars,
less the amount paid  against the  Company's  liabilities  pursuant to Paragraph
"Tenth A. (iv)".  The parties  shall  execute at Closing a Settlement  Statement
reflecting final calculation of the Purchase Price.

                  A.  Purchase  Price  Set-off-  Reference  is herein  made to a
certain represented  overpayments  prepayments by the Company of Federal and New
York State Income Tax,  and/or  available  Federal and New York State Income Tax
refunds from the carry-back of losses and/or value of tax deduction to Purchaser
from the  redemption of options and payment of bonuses  referenced in Exhibit 2,
allegedly in an amount  exceeding  $20,000.00 in the aggregate.  Mazzullo,  as a
selling  Shareholder,  shall  reimburse  the  Purchaser  the  amount of such tax
benefit  that is not  received or credited on or before  November 1, 2002,  such
reimbursement  to be limited to a maximum of $20,000.00.  This  provision  shall
specifically  survive the Closing of the transaction  contemplated by the within
Agreement.

                  B.  Apportionment  of Purchase Price- The Purchase Price above
set forth shall be allocated to each of the Shareholders as set forth on Exhibit
"3",  annexed  hereto.

Third:  Closing - The  Closing  shall  take  place at the  offices  of  Kressel,
Rothlein, Walsh & Roth, LLC, 684 Broadway, Massapequa, New York 11758, Attorneys
for the  Purchaser,  on or about  November 1, 2001.  The  effective  date of the
within transaction shall be deemed October 26, 2001.

         A)     At the Closing, the Shareholders shall deliver to the Purchaser:
                1.       Certificate -
                         -----------

     A  certificate  or  certification  dated the  Closing  date,  signed by the
Secretary of the Company setting forth:

     (a) The authorized, outstanding and unissued capital stock of the Company;

     (b) The names and addresses of the holders (of record and  beneficially) of
such authorized and outstanding stock, and the number of shares owned by each;


<PAGE>


     (c) The names and  addresses of all  directors and officers of the Company;
and

     (d) The  names of the  officers  authorized  to  execute  and  deliver  the
documents and related instruments deliverable hereunder.

                  2.       Stock Certificates-
                           ------------------

     Certificates for the respective Shareholder's stock, duly endorsed and with
all necessary documentary transfer tax stamps affixed and canceled.  The Company
shall thereupon issue new  certificates  representing  shares to be delivered to
Purchaser.

                  3.       Corporate Records-
                           -----------------

     The  complete  and  correct   corporate   minute  books,   Certificate   of
Incorporation,  By-Laws,  stock  certificates  and stock transfer records of the
Company,  and a  current  Certificate  of Good  Standing  issued by the State of
Incorporation.

                  4.       Resignations-

     The written  resignation  of  Mazzullo  as an officer  and  director of the
Company,  and  all  other  officers  and  directors,   if  any,  effective  upon
consummation of the Closing.

                  5.       Contracts-
                           ---------

     Originals  of any and all written  Contracts  entered  into by the Company,
which are presently in effect.

                  6.       Creditors-
                           ---------

     A Schedule of all accounts payable by the Company as of the date of Closing
which  have  accrued  or been  amended  subsequent  to the  date  of the  within
Agreement.

                  7.       Warranties-
                           ----------

     (a) An  Affidavit  of  Warranty  and  representation  by  each  Shareholder
individually 1) that he is the owner of the shares of stock being transferred to
the Purchaser;  2) that he owns said stock free and clear of all encumbrances of
any  kind;  3)  that  said  shares  have  not  been  hypothecated  or in any way
alienated;  4) that there are no actions,  litigations,  judgments or executions
now in force or pending  against the  Shareholders  or to the  knowledge  of the
Shareholders   or  the  Company,   nor  have  any  petitions  in  bankruptcy  or
arrangements  been filed by or against the  Shareholders  or to the knowledge of
the Shareholders or the Company;  5) that the sale of said stock does not render
him  insolvent;  6) that the  Schedules of assets and  liabilities  are true and
complete  representations  of the liabilities  and assets of the Company,  which
Affidavit shall be furnished solely by Mazzullo.

     (b) 1) An Affidavit of Warranty by Mazzullo  individually  which  Affidavit
shall  expressly  warrant  that  the  Lease to the  Company,  a copy of which is
annexed  hereto,  is, in effect at the time of Closing;  2) that such tenancy is
free and clear of any and all defaults;  3) that the tenancy established thereby
is a valid leasehold interest as represented therein.


                  8.       Indemnifications-
                           ----------------

     At  Closing  Seller  will  deliver  indemnifications  in the form set forth
annexed hereto.

                    9. Schedule of Assets-
                    ----------------------

     A  Schedule  of any and all  assets  as of the date of  Closing  evidencing
additions or deletions  which have  occurred  subsequent to the execution of the
within Agreement.

                   10. General Releases-

     a) The  Shareholders and the Company shall deliver General Releases to each
other in the form  annexed;  Provided,  However,  these  Releases  shall  except
therefrom  liabilities  from the within  Agreement  or any  agreement  delivered
pursuant hereto or in connection herewith.

     B) At the Closing the Purchaser shall deliver  the  following:

          1)   An Indemnity Agreement in the form annexed.

          2)   Certified   checks  or  appropriate   wire   transfers   totaling
               $290,000.00.

          3)   Certificate  of Resolution of the Board of Directors  authorizing
               the within transaction.

Fourth:  Employment  Agreement-  Mazzullo,   e.Track  Solutions,  Inc.  and  the
Purchaser,  simultaneously  with the  Closing,  shall  enter into an  Employment
Agreement in the form annexed  hereto,  and  Purchaser  shall deliver the Option
Contract referred to therein.

Fifth:  Books  and  Records-  All of the books and  records,  including  but not
limited to journals and work sheets, tax returns, bank statements,  accountant's
records, daily diaries,  contracts and other materials used for the operation of
the Company  shall remain  intact at the Company,  and shall not be removed from
the Company's office without the permission of the Purchaser.

Sixth:  Broker-Finder  Indemnity-  Each of the  Parties  hereto  represents  and
warrants that it has not employed any broker or finder in  connection  with this
Agreement,  or the transaction  contemplated hereby, and agrees to indemnify the
other Party and hold it harmless from any and all  liabilities  (including,  but
not limited to, reasonable Attorneys fees and disbursements and Court costs paid
or incurred in connection with any such  liabilities) for brokerage  commissions
or finder's fees in connection  with this Agreement  asserted by any party based
upon  arrangements  or  agreements  made or  claimed  to have been made by or in
behalf of such indemnifying party.

Seventh: A. Pre-Closing Obligations-

     Parties hereby  covenant and agree to cause the following to occur from the
date of execution hereof to the Closing:

     1.1 The  Shareholders and the Company shall afford to the Attorneys for the
Purchaser  and its  authorized  representatives,  free  and full  access  during
regular business hours, and upon reasonable prior notice, to the books, records,
personnel and properties of the Company.

     1.2  Purchaser  shall have the right to make copies of the general  ledger,
general journal,  cash receipts and disbursements books, purchase book, accounts
receivable and accounts payable records, payroll records,  canceled checks, bank
statements  and copies of all city,  state and federal tax returns  filed by the
Company.

     1.3 The Company's  business shall be conducted only in the ordinary course;
provided that the Company may conduct the additional  transactions  described on
Exhibit 2.

     1.4 The Company shall maintain in force its insurance policies currently in
effect as of the date  hereof,  except to the extent  that they may be  replaced
with  equivalent  policies  at  lower  rates  approved  by  Mazzullo.  If in the
Purchaser's  opinion,  additional  coverage  is  reasonably  necessary  to  keep
adequately  insured all  properties  of the  Company,  Mazzullo  shall cause the
Company, at the written request of the Purchaser,  and at the Company's expense,
to obtain  such  additional  insurance  from  financially  sound  and  reputable
insurers for a period ending no sooner than the close of business on the Closing
date.

     1.5 Without the prior written consent of the Purchaser,  no change shall be
made in the Certificate of Incorporation or By-Laws of the Company.

     1.6 No  Change  shall  be  made in the  Company's  authorized,  issued  and
outstanding  capital stock, and no options,  warrants,  rights or calls shall be
granted with respect to any shares of such capital stock, except as described on
Exhibit 2.

     1.7 No dividend or other  distribution or payment shall be declared or made
in respect of any shares of the Company's stock.

     1.8 No contract, commitment, or other business transaction shall be entered
into or terminated by the Company without  Purchaser's  prior written  approval,
except such as are in the ordinary course of business.

     1.9 Except as expressly provided herein, the Company will not (i) mortgage,
pledge or subject to lien or any other  encumbrance any of its assets,  tangible
or intangible; (ii) sell or transfer any fixed assets; (iii) cancel any debts or
claims  except in each case in the ordinary  course of  business,  or (iv) sell,
assign or transfer any patents, trademarks, trade names, copyrights, licenses or
other intangible assets.

     1.10  The  Company  will not  increase  compensation  to be paid or  become
payable to any officer, director,  employee or agent (except regular or periodic
increases  or as  described  on Exhibit 2), nor enter into any purchase or sales
Contract  except in the regular course of business,  or make any material change
in sales, marketing, pricing or distribution policies.

     1.11 Each of the Parties  will use its best  efforts to take all action and
to do all things necessary, proper, or advisable in order to consummate and make
effective the transactions contemplated by this Agreement.

     1.12 The  Company  will  keep its  business  and  properties  substantially
intact,   including  its  present  operations,   physical  facilities,   working
conditions, and relationships with lessors, licensors, suppliers, customers, and
employees.

     1.13 Each party will give prompt  written  notice to the other Party of any
material adverse  development causing a breach of any of its own representations
and warranties.

     B) Post-Closing Covenants-

     The  Parties  agree as follows  with  respect to the period  following  the
Closing:

     (a)  General:In  case at any time after the Closing  any further  action is
necessary or desirable to carry out the purposes of this Agreement,  each of the
Parties will take such further  action  (including the execution and delivery of
such  further  instruments  and  documents)  as the other Party  reasonably  may
request,  all at the sole cost and expense of the  requesting  Party (unless the
requesting  Party is  entitled  to  indemnification  therefore  pursuant  to the
Indemnity Agreement annexed hereto).

     (b) Litigation  Support: In the event and for so long as any Party actively
is  contesting  or  defending  against any action,  suit,  proceeding,  hearing,
investigation,  charge,  complaint,  claim, or demand in connection with (i) any
transaction  contemplated  under this  Agreement or between any other  agreement
collateral hereto, (ii) any fact, situation,  circumstance,  status,  condition,
activity,  practice, plan, occurrence,  event, incident, action, failure to act,
or  transaction  on or prior to the Closing Date  involving  the business of the
Company as conducted  prior to the Closing Date,  the other Party will cooperate
with the  contesting  or  defending  Party and its  counsel  in the  contest  or
defense, make available its personnel,  and provide such testimony and access to
its books and records as shall be  necessary in  connection  with the contest or
defense,  all at the sole cost and expense of the contesting or defending  Party
(unless  the  contesting  or  defending  Party is  entitled  to  indemnification
therefor under an Indemnity Agreement annexed hereto.

Eighth:  Representations  and Warranties-  Mazzullo and Company hereby covenant,
represent and warrant to the  Purchaser  that subject to the  qualifications  in
Exhibit 2 hereto,  the statements  contained in this Paragraph "Eighth" are true
and correct , both as of the date hereof and as of the Closing  date,( as though
made then and as though the Closing Date were  substituted  for the date of this
Agreement) as follows:

          1. Corporate Matters

     (a) Valid Corporate Existence-e.Track Solutions, Inc. is a Corporation duly
organized and validly  existing and in good standing under the laws of the State
of New York. The Company is not qualified to do business in any foreign  country
and any other  States  other than New York,  and  therefore  the  Company is not
required to file tax returns in any other  country or State other than New York,
nor does the Company maintain an office in any other foreign country or State.

     (b) Authority- The Company has all requisite  corporate power and authority
to own its assets and properties, and to carry on its business as now conducted.
Each  Shareholder has the power and authority to enter into this Agreement,  and
to  carry  out  the  transactions   contemplated  hereby,   including,   without
limitation,  the authority to transfer the Company's  stock as herein  provided.
The consent of any third party or parties,  including any governmental agency or
instrumentality, to the within proposed transaction, is not required.

     (c) Capitalization; Stockholders of the Company- The Company has the number
of shares of authorized,  issued and outstanding  shares of capital stock as set
forth below:

     e.Track Solutions, Inc. Common Stock, $0.01 par value per share

     5,000,000 authorized,

     2,060,000 issued.

     The Shareholders are together, the owners beneficially and of record of one
hundred  (100%)  percent  of all  issued and  outstanding  capital  stock of the
Company.  Except for options for 236,750 shares issued under the Company's Stock
Option  Plan,  which  options  will be redeemed by the Company at the Closing as
described  on Exhibit 2. There are no  outstanding  options,  Contracts,  calls,
demands,  commitments,  stock  restriction  agreements  or  encumbrances  of any
character  relating to its capital stock in said  Company,  and no securities of
the Company are outstanding  which by their terms are  convertible  into capital
stock.

     (d)  Subsidiaries-  The Company does not own any capital stock or any other
interest in any other business entity, whether incorporated or unincorporated.

     (e)  Enforceability-  This Agreement  constitutes a binding and enforceable
agreement of the Shareholders and the Company.

     (f)  Actions,  Claims,  etc.- There are no claims,  suits,  proceedings  or
investigations,  governmental or private,  pending or, so far as is known to the
Shareholders,  threatened,  nor any  order,  injunction  or decree  outstanding,
against or relating to the Company or its property, assets or business.  Neither
Shareholder  knows or has any  reasonable  grounds to know of, any basis for any
such claims, actions, suits, proceedings,  investigations or orders, injunctions
or  decrees;  and neither  Shareholder  is not  knowingly  in  violation  of any
applicable  law,  regulation  or ordinance  and is not knowingly or otherwise in
violation of any order,  injunction or decree,  or any other  requirement of any
governmental body or Court, relating to its property or business.

     (g) Collective  Bargaining-Employees- The Company has no employment,  union
or  collective  bargaining  agreements  except as described in the  "Schedule of
Contracts".  During the past  three (3) Fiscal  Years,  the  Company  has had no
"labor unrest" situations,  and no pending or threatened labor strikes, or other
labor troubles.  During the past three (3) Fiscal Years,  the Company has had no
"unfair labor" practice complaints filed against them. At present,  there are no
pending or threatened  requests for arbitration,  grievance  proceedings,  labor
disputes, strikes, or disturbances affecting the Company, and there have been no
recent union negotiations. There are no retired employees of the Company who are
presently  receiving,  or will be entitled to receive any payments of any nature
except with respect to  redemption  of their options per Exhibit 2. There are no
written or oral  employment or  consulting  agreements to which the Company is a
party to or bound by. There are no deferred  compensation programs affecting any
officers, directors, or employees of the Company.

     (h) Title to Assets-  The Company  has good and  marketable  title to, or a
valid  leasehold  interest in, the  properties and assets used by it, located on
its premises, or shown on the most recent financial statements or acquired after
the date thereof,  free and clear of all Security  Interest  except as described
below,  except for properties and assets  disposed of in the Ordinary  Course of
Business since the date of the most recent balance sheet.  Without  limiting the
generality of the foregoing, the Company has good and marketable title to all of
the Assets,  free and clear of any Security Interest or restriction on transfer,
except as follows:

          Security Interest held by Manufacturers and Traders Trust Company.

     (i) There has been no change in the  accounting  policies or  procedures of
the Company during the three (3) years prior to the date hereof.

     (j) Financial  Statements-  Attached hereto as Exhibit 1 are the internally
generated  balance  sheet and  statement of income as of and for the period from
July 1, 2000 to June 30, 2001,  collectively,  the "2001 Financial  Statements".
The 2001 Financial Statements have been prepared in accordance with GAAP applied
on a consistent  basis  throughout the periods  covered  thereby (except for the
omission of footnote disclosure),  present fairly the financial condition of the
Company as of such dates and the results of  operations  of the Company for such
periods, are correct and complete, and are consistent with the books and records
of the Company (which books and records are correct and complete).

     (k) Events Subsequent to June 30, 2001 Financial Statements- Since the June
30, 2001 Financial Statements, there has not been any material adverse change in
the business, financial condition,  operations, results of operations, or future
prospects of the Company except as described on Exhibit 2. Without  limiting the
generality of the foregoing,  since that date and except as described on Exhibit
2:

     (i) The Company has not sold, leased,  transferred,  or assigned any of its
assets,  tangible  or  intangible,  other than for a fair  consideration  in the
Ordinary Course of Business;

     (ii) The Company has not entered into any agreement,  contract,  lease,  or
license (or series of related agreements, contracts, leases, and licenses) other
than in the Ordinary Course of Business;

     (iii) No party has  accelerated,  terminated,  modified,  or  canceled  any
agreement,  contract,  lease,  or  license  (or  series of  related  agreements,
contracts, leases, and licenses) to which the Company is a party or are bound;

     (iv) The  Company has not imposed  any  Security  Interest  upon any of its
assets, tangible or intangible;

     (v) The Company has not made any capital  expenditure (or series of related
capital expenditures);

     (vi) The Company has not issued any note,  bond,  or other debt security or
created, incurred, assumed, or guaranteed any indebtedness for borrowed money or
capitalized lease;

     (vii) The  Company  has not  delayed or  postponed  the payment of accounts
payable and other Liabilities other than in the Ordinary Course of Business;

(viii) The Company has not  canceled,
compromised,  waived,  or  released  any  right or claim (or  series of  related
rights,  and claims)  other than in the Ordinary  Course of  Business;

(ix) The
Company has not granted any license or  sub-license  of any rights under or with
respect  to any  Intellectual  Property  other  than in the  Ordinary  Course of
Business;

     (x) Except  for the stock held by the  Shareholders,  the  Company  has not
issued,  sold, or otherwise disposed of any of its capital stock, or granted any
options,  warrants,  or other  rights  to  purchase  or obtain  (including  upon
conversion, exchange, or exercise) any of its capital stock;

     (xi) The Company has not declared,  set aside, or paid any dividend or made
any distribution  with respect to its capital stock (whether in cash or in kind)
or redeemed, purchased, or otherwise acquired any of its capital stock;

     (xii) The Company has not experienced any material damage,  destruction, or
loss (whether or not covered by insurance) to its property;


<PAGE>


     (xiii)  The  Company  has not made any loan to, or  entered  into any other
transaction with, any of the directors,  officers,  and employees of the Company
other than in the Ordinary Course of Business;

     (xiv) The Company has not entered into any  employment  contract  except as
described  in the  Schedule of Contracts  or  collective  bargaining  agreement,
written or oral,  or modified the terms of any existing  employment  contract or
collective bargaining agreement;

     (xv) The Company has not granted any increase in the base  compensation  of
any of its directors,  officers, and employees other than in the Ordinary Course
of Business;

     (xvi) The Company has not adopted,  amended,  modified,  or terminated  any
bonus,  profit-sharing,  incentive,  severance,  or  other  plan,  contract,  or
commitment for the benefit of any of the directors,  officers,  and employees of
the  Company or taken any such  action  with  respect to the  existing  Employee
Benefit Plan;

     (xvii) The Company has not made any other  change in  employment  terms for
any of its directors,  officers, and employees other than in the Ordinary Course
of Business;

     (xviii) The Company has not made or pledged to make any charitable or other
capital contribution other than in the Ordinary Course of Business;


     (xix) The Company  has not paid any amount to any third party with  respect
to any Liability or obligation other than in the Ordinary Course of Business;

     (xx) There has not been any other  material  occurrence,  event,  incident,
action,  failure to act, or  transaction  other than in the  Ordinary  Course of
Business involving the Company.


<PAGE>


     (l) Undisclosed  Liabilities- The Company does not have any Liability (and,
to its and/or the Shareholders' knowledge,  there is no Basis for any present or
future action, suit,  proceeding,  hearing,  investigation,  charge,  complaint,
claim, or demand against any of them giving rise to any  Liability),  except for
(i) Liabilities set forth on the face of the June 30, 2000 Financial  Statements
(rather than in any notes thereto) and (ii) Liabilities  which have arisen after
the June 30, 2001 Financial  Statement in the Ordinary  Course of Business (none
of which  results from,  arises out of,  relates to, is in the nature of, or was
caused by any breach of contract,  breach of warranty,  tort,  infringement,  or
violation of law).

     (m) Legal  Compliance-To its knowledge the Company has materially  complied
with  all  applicable  laws  (including  rules,   regulations,   codes,   plans,
injunctions,  judgments,  orders,  decrees,  rulings, and charges thereunder) of
federal,  state, local, and foreign governments (and all agencies thereof),  and
no action, suit, proceeding, hearing,  investigation,  charge, complaint, claim,
demand, or notice has been filed or, to its and/or the Shareholders'  knowledge,
commenced  against any of them  alleging  any failure so to comply  except where
failure to comply would not have any material adverse effect upon the Company or
its business.

     (n) Tax Matters-

     (i) The  Company  has filed all Tax  Returns  that it was  required to file
prior to the Closing Date. All such Tax Returns were correct and complete in all
respects.  All Taxes owed by the  Company  for tax  periods  ended  prior to the
Closing  Date  (whether  or not shown on any Tax  Return)  have been  paid.  The
Company  currently is not the  beneficiary of any extension of time within which
to file  any Tax  Return.  No claim  has ever  been  made by an  authority  in a
jurisdiction  where the Company  does not file Tax Returns  that it is or may be
subject  to  taxation  by that  jurisdiction.  There are no  Security  Interests
affecting  any of the assets of the Company  that arose in  connection  with any
failure (or alleged failure) to pay any Tax;

     (ii) The  Company  has  withheld  and paid all Taxes  required to have been
withheld and paid in  connection  with  amounts  paid or owing to any  employee,
creditor, stockholder, or other third party;

 (iii)  Neither the Company nor any director nor officer (or
employee  responsible  for Tax  matters)  expects  any  authority  to assess any
additional  Taxes  with  respect  to the  Company  for any  period for which Tax
Returns  have  been  filed.  There is no  dispute  or claim  concerning  any Tax
Liability  of the  Company  either  (A)  claimed or raised by any  authority  in
writing or (B) as to which any directors and officers (and employees responsible
for Tax  matters) of the Company  have any  knowledge;

     (iv)  The  Company  has  not  waived  any  statute  of  limitations  as  to
liabilities  or Taxes of any  nature  or agreed  to any  extension  of time with
respect to any liabilities or Tax assessments or deficiencies;

     (v) The Company has not filed a consent under Code Sec.  341(f)  concerning
collapsible corporations. The Company has not been a United States real property
holding  corporation  within  the  meaning  of Code Sec.  897(c)(2)  during  the
applicable period specified in Code Sec. 987 (c)(1)(A)(ii).  The Company has not
been a member of an Affiliated  Group filing a  consolidated  federal income Tax
Return.  The  Company  does not have any  Liability  for the Taxes of any Person
under any provision of federal,  state,  local, or foreign law), as a transferee
or successor by contract, or otherwise;

     (vi) There are no pending or threatened disputes with regard to tax matters
involving the Company;

     (vii) There are no tax  indemnification,  tax  sharing,  or tax  allocation
agreements  involving  the Company  and other  members of an  affiliated  group,
including any joint venture  agreements  that have the effect of tax allocations
agreements;


     (viii) The Company has received no legal or accounting tax opinions  during
the three (3) years prior to the date hereof  relating to the tax  reporting  of
the Company other than  determinations  made by the Company  Accountant  for tax
purposes.

     (o) Real Property- The Company does not own any real property. The premises
presently  occupied  by the  Company  is  leased,  pursuant  to a written  Lease
therefore. The Company has not been the subject of any zoning, variances, and/or
local use permits.


     (p) Intellectual Property-

     (i)  The  Company  owns  or has  the  right  to use  pursuant  to  license,
sub-licenses,  agreement,  or permission all Intellectual Property necessary for
the operation of its business as presently conducted.  Each item of Intellectual
Property owned or used by the Company immediately prior to the Closing hereunder
will be owned or  available  for use by the  Company  subsequent  to the Closing
hereunder;

     (ii) To the  best  of the  Shareholders'  knowledge,  the  Company  has not
interfered with, infringed upon, or misappropriated,  any Intellectual  Property
rights of third parties,  and neither the Company nor its directors and officers
(any employees with  responsibility for Intellectual  Property matters) has ever
received  any charge,  complaint,  claim,  demand,  or notice  alleging any such
interference, infringement,  misappropriation, or violation (including any claim
that the Company must license or refrain  from using any  Intellectual  Property
rights  of any  third  party),  to the  knowledge  of the  Shareholders  and the
knowledge of the Company and its  directors  and officers  (any  employees  with
responsibility for Intellectual Property matters), no third party has interfered
with, infringed upon, misappropriated,  or otherwise come into conflict with any
Intellectual Property rights of the Company;

     (iii)  The  Company  has  no  patent   registrations   and/or  applications
therefore.  The Company has no  trademark,  service  mark,  and/or  trade dress,
registrations  and/or applications.  The Company has no copyright  registrations
and/or applications;

     (iv) The  Company has no manual or other  written  document  detailing  the
procedures  for  maintaining  the secrecy of any trade  secrets,  except for the
employment and other agreements noted in the Schedule of Contracts.

     (q) Tangible  Assets- The Company owns or leases all buildings,  machinery,
equipment,  and other tangible assets  necessary for the conduct of its business
as presently conducted. To the Shareholders' knowledge, each such tangible asset
has been  maintained in accordance  with normal  industry  practice,  is in good
operating  condition  and  repair  (subject  to normal  wear and  tear),  and is
suitable  for the  purposes  for  which  it  presently  is  used.  There  are no
professional appraisals of any material property of the Company.

     (r) Inventory- The inventory of the Company  consists of  manufactured  and
purchased  parts,  goods  in  process,  and  finished  goods,  all of  which  is
merchantable  and fit for the  purpose  for which it was  procured,  and none of
which is slow-moving, obsolete, damaged, or defective.

     (s)  Contracts-  The  Schedule of Contracts  as annexed  hereto,  lists all
contracts and other  agreements  to which the Company is a party,  including but
not limited to:

     (i) any  agreement  (or  group  of  related  agreements)  for the  lease of
personal property to or from any person providing for lease payments;

     (ii) any  agreement  (or group of related  agreements)  for the purchase or
sale  of raw  material,  commodities,  supplies,  products,  or  other  personal
property, or for the furnishing or receipt of services;

     (iii) any agreement concerning a partnership or joint venture;

     (iv) any  agreement  (or group of related  agreements)  under  which it has
created,  incurred,  assumed, or guaranteed any indebtedness for borrowed money,
or any capitalized  lease  obligation,  or under which it has imposed a Security
Interest on any of its assets, tangible or intangible;

     (v) any agreement concerning confidentiality or non-competition;


     (vi) any profit sharing, stock option, stock purchase,  stock appreciation,
deferred compensation,  severance, or other material plan or arrangement for the
benefit of the current or former directors,  officers, and employees;  (vii) any
collective bargaining agreement;

     (viii) any agreement for the  employment of any  individual on a full-time,
part-time, consulting, or other basis;

     (ix) any agreement  under which it has advanced or loaned any amount to any
of the directors,  officers,  and employees other than in the Ordinary Course of
Business;

     (x) any agreement under which the  consequences of a default or termination
could have a materially  adverse  effect on the business,  financial  condition,
operations, results of operations, or future prospects of the Company.

     The  Company  is not a  party  to any  significant  oral  contracts  and/or
commitments of any nature.

     The Company has delivered to Manchester a correct and complete copy of each
written  agreement  listed in Schedule of Contracts  (as amended to date).  With
respect to each such  agreement;  (A) the  agreement is legal,  valid,  binding,
enforceable, and in full force and effect; (B) the agreement will continue to be
legal, valid,  binding,  enforceable,  and in full force and effect on identical
terms following the consummation of the transactions contemplated hereby subject
to the right, if any, of any third party to consent to such  assignment;  (C) to
its knowledge, no party is in breach or default; and no event has occurred which
with notice or lapse of time would  constitute  a breach or  default,  or permit
termination,  modification, or acceleration, under the agreement; and (D) to its
knowledge, no party has repudiated any provision of the Agreement.

     The  Company  is  not  a  party  to  any  contracts  that  are  subject  to
re-negotiations,  nor are  any  contracts  currently  being  re-negotiated.  The
Company is not a party to any  agreements  that are not to be  performed  within
three (3)  months of the date  hereof,  or  involving  in excess of  Twenty-five
Thousand  and 00/100  ($25,000.00)  Dollars,  whether or not entered into in the
Ordinary  Course of Business,  except (a) agreements for the sale of merchandise
and/or  services  entered  into in the Ordinary  Course of Business,  and/or (b)
agreements  referred to  elsewhere  in the within  document.  The Company is not
subject to any contracts pertaining to advertising or public relations agencies.
The Company is not a party to any agreements relating to the supply of materials
and/or raw materials, supplies and/or services of any nature. The Company is not
a  party  to  any  agreement   relating  to  the  acquisition  of  any  business
constituting a part of the Company, or a sale or proposed sale of any businesses
owned by the Company within the past three (3) years. Except as described in the
Schedule of Contracts,  the Company is not a party to any joint venture or other
type of partnership agreement. Except as described in the Schedule of Contracts,
the Company is not a party to any agreements with suppliers, independent agents,
sales  persons,  or  others  involving  the  payments  of  commissions  or other
consideration   or  discounts  with  respect  to  the   manufacture,   sale,  or
distribution of the Company's  products or services.  The Company is not a party
to any  agreements  restricting  the  abilities of the Company to compete in any
line of  business  with any  person or  entity,  or  committing  the  Company to
continue in any line of business. To its knowledge there are no present facts or
circumstances  that may give  rise to the  cancellation  or  termination  of, or
claims for damages or loss under any of the  agreements  to which the Company is
presently a party. The Company is not presently in the process of negotiation as
to any leases, licenses, agreements, and contracts, involving the payment by the
Company of more than Twenty-five  Thousand and 00/100  ($25,000.00)  Dollars, in
the  aggregate.  The  Company is not a party to any  agreements  granting to the
Company  any right of first  refusal  to acquire  any  business  or  assets,  or
pursuant to which the Company has granted any such rights.  The Company is not a
party to any contracts  and/or  arrangements  for trucking and/or other types of
delivery,  and as to any  warehouse  space  other  than  presently  used  by the
Company.  The Company is not presently a party to any material  research  and/or
development  agreements.  The Company is not a party to any  technology  license
agreements,  either as Licensor or Licensee therein,  except as described in the
Schedule of Contracts.

     Accounts  Receivable for purposes of the within  Paragraph (t) (all parts),
shall be calculated "net" of applicable sales taxes.

     (t) Notes and Accounts Receivable- All notes and accounts receivable of the
Company are  reflected  properly on the Company's  books and records,  are valid
receivables  subject to no set offs or  counterclaims,  are  current  and to the
knowledge  of  the  Shareholders  are  collectible  and  will  be  collected  in
accordance  with their terms at their  recorded  amounts,  as  adjusted  for the
passage of time through the Closing Date and in accordance  with the past custom
and practice of the Company.

     (u)  Powers of  Attorney-  There  are no  outstanding  Powers  of  Attorney
executed on behalf of the Company.

     (v) Insurance- The Schedule of Insurance Agreements annexed sets forth each
insurance policy (including  policies providing property,  casualty,  liability,
and workers'  compensation  coverage and bond and surety  arrangements) to which
the Company is currently a party, a named insured,  or otherwise the beneficiary
of  coverage:  With  respect to each such  insurance  policy:  (A) the policy is
legal,  valid,  binding,  enforceable,  and in full  force and  effect;  (B) the
Company is not in breach or default  (including  with  respect to the payment of
premiums or the giving of notices), and no event has occurred which, with notice
or the  lapse of time,  would  constitute  such a breach or  default,  or permit
termination,  modification, or acceleration,  under the policy; and (C) no party
to the policy has repudiated any provision thereof.

     (w) Product Warranty-Each product manufactured,  sold, leased, or delivered
by  the  Company  has  been  in  conformity  with  all  applicable   contractual
commitments and all express and implied warranties,  and the Company to the best
of Seller's  knowledge,  has no liability (and there is no basis for any present
or future action, suit, proceeding, hearing,  investigation,  charge, complaint,
claim,  or  demand  against  any of  them  giving  rise  to any  liability)  for
replacement  or repair  thereof or other  damages  in  connection  therewith  as
adjusted for the passage of time through the Closing Date in accordance with the
past custom and practice. No product manufactured, sold, leased, or delivered by
the Company is subject to any guaranty,  warranty, or other indemnity beyond the
applicable standard terms and conditions of the Company's sale or lease.

     (x) Product Liability- To the best of Shareholders'  knowledge, the Company
has no liability (and there is no basis for any present or future action,  suit,
proceeding, hearing, investigation,  charge, complaint, claim, or demand against
any of  them  giving  rise  to any  liability)  arising  out  of any  injury  to
individuals or property as a result of the ownership, possession, or use by it.

 (y)  Employees-  To the best of the
Seller's knowledge no executive,  key employee,  or group of employees
of the Company has any plans to terminate employment. The Company is not a party
to or bound by any collective bargaining  agreement,  nor has it experienced any
strikes,  grievances,  claims of unfair  labor  practices,  or other  collective
bargaining  disputes.

     1. Joint Covenant,  Warranty and Representation- The Shareholders (Mazzullo
and Ladd) and the Company herein  covenant,  warrant and represent that Ladd, at
all times prior  hereto:

     (a)  was  not an  officer,  director,  representative  or  employee  of the
Company;

     (b) did not perform any  business  function  or services  for the  Company,
except for certain  consulting  services and  independent  sales  representative
services; and

     (c) had no  familiarity  with  the  business  purposes  or  affairs  of the
Company.

     (z) Employee Benefits-

     (a) Each such  Employee  Benefit  Plan (and each related  trust,  insurance
contract,  or fund)  complies in form and in operation in all respects  with the
applicable requirements of ERISA, the Code, and other applicable laws.

     (b) To the best of Seller's  knowledge,  each such  Employee  Benefit  Plan
which is an Employee Pension Benefit Plan meets the requirements of a "qualified
plan" under Code Sec. 401(a).

     (c) The Company has delivered to the Purchaser  correct and complete copies
of the plan documents and summary plan descriptions.

     (d) The Company does not currently maintain, has never maintained,  and has
no liability with respect to any Multi-employer Plan.


     (e) The Schedule of Employee  Benefit Plans  annexed  hereto sets forth all
other fringe  benefits such as medical,  health or life insurance plans provided
by the Company to its  employees.  The Company  shall deliver a copy of all such
plans to Manchester prior to Closing.

     (aa) Guaranties- The Company is not a guarantor or otherwise liable for any
liability or obligation (including indebtedness) of any other person, Company or
entity.

     (bb) Environment,  Health, and Safety- To the Shareholders'  knowledge, the
Company has complied in all material  respects with all  Environmental,  Health,
and  Safety  Laws,  and no action,  suit,  proceeding,  hearing,  investigation,
charge, complaint,  claim, demand, or notice has been filed or commenced against
the Company  alleging any failure so to comply.  Without limiting the generality
of the  preceding  sentence,  the Company has obtained and been in compliance in
all  material  respects  with all of the terms and  conditions  of all  permits,
licenses, and other authorizations which are required under, and has complied in
all material  respects  with all other  limitations,  restrictions,  conditions,
standards, prohibitions,  requirements,  obligations,  Schedules, and timetables
which are contained in, all Environmental, Health, and Safety Laws.

     (cc)  Disclosure-  The  knowledge  of the  Company  and  the  Shareholders'
representations  and  warranties  contained in this Paragraph  "Eighth",  do not
contain any untrue  statement  of a material  fact or omit to state any material
fact.

Ninth: Representations and Warranties of Manchester-
----------------------------------------------------

     1.  Manchester  covenants,  represents  and warrants to the Company and the
Shareholders that the statements contained in Paragraph "Ninth", are correct and
complete as of the date of this Agreement and will be correct and complete as of
the  Closing  Date (as  though  made then and as though  the  Closing  Date were
substituted for the date of this Agreement throughout this Paragraph "Ninth").


     (a) Organization of Manchester: Manchester is a corporation duly organized,
validly existing, and in good standing under the laws of the jurisdiction of the
State of New York.

     (b)  Authorization of Transaction:  Manchester has full power and authority
(including  full  corporate  power and  authority)  to execute and deliver  this
Agreement and to perform its obligations  hereunder.  This Agreement constitutes
the  valid  and  legally  binding  obligation  of  Manchester,   enforceable  in
accordance with its terms and conditions.

     (c)  Non-contravention:  Neither  the  execution  and the  delivery of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
(i) violate any constitution,  statute, regulation, rule, injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental agency, or court to which Manchester is subject or any provision of
its charter or bylaws or (ii) conflict with, result in a breach of, constitute a
default under,  result in the  acceleration of, create in any party the right to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
Manchester is a party or by which it is bound or to which any of its  respective
assets is  subject.  Manchester  needs not give any notice  to,  make any filing
with, or obtain any  authorization,  consent,  or approval of any  government or
governmental  agency in order for the  Parties to  consummate  the  transactions
contemplated by this Agreement.

     (d) Manchester shall pay to the Company all of its outstanding  invoices at
or prior to the Closing.


Tenth:  Conditions  to  Obligations  to Close-
----------------------------------------------

     A.  Conditions to Obligation of Manchester-  The obligation of Purchaser to
consummate the transactions to be performed by it in connection with the Closing
is subject to satisfaction of the following conditions:

     (i) The  representations and warranties of the Shareholders and the Company
set forth in Paragraph "Eighth" above, shall be true and correct in all material
respects at and as of the Closing Date;

     (ii) The Company and the  Shareholders  shall have  performed  and complied
with  all of its  covenants  hereunder  in all  material  respects  through  the
Closing;

     (iii) No action,  suit, or proceeding  shall be pending before any court or
quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction  or  before  any  arbitrator  wherein  an  unfavorable  injunction,
judgment, order, decree, ruling, or charge would (A) prevent consummation of any
of the  transactions  contemplated  by  this  Agreement,  (B)  cause  any of the
transactions   contemplated   by  this  Agreement  to  be  rescinded   following
consummation,  (C)  affect  adversely  the right of  Purchaser  to  operate  the
business of the Company conducted prior to the Closing,  or (D) affect adversely
the  Company's  right to own its assets and to operate its business (and no such
injunction, judgment, order, decree, ruling, or charge shall be in effect).

     (iv) All  payables,  obligations  and  liabilities  of the Company that may
exist at time of Closing, shall be paid in full and satisfied either prior to or
simultaneously  with the Closing;  Provided,  However,  that Purchaser agrees to
assume and be liable for one-half of the  Company's  legal and  accounting  fees
relating to this transaction and for one-half of the Company's payroll costs for
the pay period ended October 30, 2001 and accordingly  those  liabilities  which
Purchaser  has assumed  shall not be so paid by the Company or  reflected in the
Closing Date Financial  Statements.

     Shareholders   acknowledge   that  the  Purchase   Price   payable  to  the
Shareholders  (Paragraph  "Second") will be reduced to the extent funds are used
by the Company for the purposes of this sub-paragraph (iv).

     (v) The Seller shall have  delivered to  Manchester  a  certificate  to the
effect  that each of the  conditions  set  forth in the  within  Paragraph,  are
satisfied in all respects;

     (vi)  Manchester  shall have  received  from counsel to the Company and the
Shareholders  an opinion in form and substance as annexed  hereto,  addressed to
Manchester and dated as of the Closing Date;

     (vii)  All  actions  to be taken by the  Shareholders  and the  Company  in
connection with  consummation of the  transactions  contemplated  hereby and all
certificates,  opinions, instruments, and other documents required to effect the
transactions  contemplated  hereby will be reasonably  satisfactory  in form and
substance to Manchester.

     Manchester may waive any condition specified in this Paragraph "Tenth: A.",
if it executes a writing so stating at or prior to the Closing.

     B.  Conditions  to  Obligation of the  Shareholder-  The  obligation of the
Shareholder to consummate the transactions to be performed by them in connection
with the Closing is subject to satisfaction of the following conditions:

     (i) The  representations  and  warranties  set forth in  Paragraph  "Ninth"
above, ----- shall be true and correct in all material respects at and as of the
Closing Date;

     (ii) Each of Manchester  and the Company shall have  performed and complied
with  all of its  covenants  hereunder  in all  material  respects  through  the
Closing;

     (iii) No action,  suit, or proceeding shall be pending or threatened before
any court or  quasi-judicial  or  administrative  agency of any federal,  state,
local, or foreign  jurisdiction or before any arbitrator  wherein an unfavorable
injunction,  judgment,  order,  decree,  ruling,  or charge  would  (A)  prevent
consummation  or any of the  transactions  contemplated  by the Agreement or (B)
cause any of the  transactions  contemplated  by this  Agreement to be rescinded
following consummation (and no such injunction,  judgment order, decree, ruling,
or charge shall be in effect);


     (iv) Manchester  shall have delivered to the  Shareholders a certificate to
the effect  that each of the  conditions  specified  above is  satisfied  in all
respects;

     (v) The  Shareholders  shall have  received  from counsel to  Manchester an
opinion in form and substance as annexed hereto;

     (vi) All actions to be taken by Manchester in connection with  consummation
of  the  transactions  contemplated  hereby  and  all  certificates,   opinions,
instruments,   and  other   documents   required  to  effect  the   transactions
contemplated hereby will be reasonably satisfactory in form and substance to the
Shareholders.

Eleventh: Termination-
--------- ------------

     A. Termination of Agreement-

          1. The Parties may terminate this Agreement as provided below:


<PAGE>


     (i) The Parties may terminate this  Agreement by mutual written  consent at
any time prior to the Closing;

     (ii)  Manchester  may terminate  this Agreement by giving written notice to
the  Shareholders  at any  time  prior  to the  Closing  (A)  in the  event  the
Shareholders or the Company has breached any material representation,  warranty,
or covenant contained in this Agreement in any material respect,  Manchester has
notified the Seller of the breach, and the breach has continued without cure for
a period of ten (10) days after the notice of breach or (B) if the Closing shall
not have occurred on or before November 1, 2001;

     (iii) The  Shareholders  or the Company may  terminate  this  Agreement  by
giving  written notice to Manchester at any time prior to the Closing (A) in the
event Manchester has breached any material representation, warranty, or covenant
contained in this  Agreement in any material  respect,  the Company has notified
Manchester of the breach, and the breach has continued without cure for a period
of ten (10) days after the notice of breach or (B) if the Closing shall not have
occurred on or before November 1, 2001.

Twelfth: Miscellaneous Provisions-
-------- ------------------------
                  (a) Scope of  Agreement  - The Parties do not intend to confer
any  benefit  hereunder  on any  person,  firm or  corporation,  other  than the
Shareholders  and  the  Purchaser.   Without  limiting  the  generality  of  the
foregoing,  each of the parties may, by written  notice to the other and without
consent  of any  other  person,  firm or  corporation  (i)  extend  the time for
performance  of any of the  obligations  or other acts of the other Party;  (ii)
waive any inaccuracies in the  representations and warranties of the other party
contained in this Agreement; (iii) waive compliance with any of the covenants of
the other party contained in this Agreement; or (iv) waive performance of any of
the obligations under this Agreement by the other party.

                  (b) Binding  Agreement - This Agreement  shall be binding upon
and inure to the benefit of the parties hereto and their  respective  successors
and assigns.


<PAGE>


                  (c) Exhibits - All Exhibits,  Schedules and Appendices annexed
hereto and the documents and instruments delivered  simultaneously  herewith and
at the Closing are  expressly  made a part of this  Agreement as fully as though
completely set forth herein,  and all references to this Agreement  herein or in
any of such writings, shall be deemed to refer to and include all such writings.
                  (d) Entire  Agreement,  etc. - This Agreement  constitutes the
entire  understanding  between the  parties  pertaining  to the  subject  matter
hereof.  No  interpretation,  change,  termination  or  waiver  of  any  of  the
provisions  hereof  shall be binding  upon either  party  unless in writing.  No
waiver by either party of any provision of or default under this Agreement shall
affect the right of such party thereafter to enforce said provision or any other
provision  hereof,  or to exercise any right or remedy in the event of any other
default,  whether or not similar.  The invalidity of any provision  hereof shall
not affect the validity of any other such provision.
                  (e) Further  Instruments - On and after the Closing date, upon
the request of either party, the other party shall do all such further acts, and
shall  execute,  acknowledge  and  deliver  all  such  further  instruments  and
documents, as may reasonably be necessary, desirable or appropriate to carry out
the  transactions  contemplated by this  Agreement,  all of such documents to be
reasonably satisfactory to such other Party's Counsel in form and content.
                  (f) Survival of Representations, etc. - The parties agree that
all of the representations,  warranties,  covenants, agreements and undertakings
contained in this Agreement shall survive Closing for a period of two (2) years.
Claims arising under or related to this Agreement which are not made during such
period are barred.  Purchaser  acknowledges that its sole remedy from any matter
arising from or in  connection  with this  Agreement is pursuant to the terms of
the related Indemnity Agreement from Mazzullo.
                  (g)  Applicable  Law - This  Agreement and all the  agreements
annexed hereto as exhibits shall be governed by and construed in accordance with
the laws of the State of New York.
                  (h) Venue - The venue of any action  commenced by any party to
this agreement or any agreement annexed hereto as an exhibit shall be in a court
with subject matter jurisdiction situated in the County of Suffolk, State of New
York. For purposes  hereof,  this  agreement and all  agreements  annexed hereto
shall be deemed to have been entered into within the County of Suffolk, State of
New York.
                  (i) Paragraph Headings - Paragraph headings have been inserted
herein for convenience only, and do not form a part of the Agreement.
                  (j)  Counterparts  - This  Agreement  may be  executed  in any
number of separate counterparts, each of which shall be deemed to be an original
and which together shall constitute one and the same instrument.
                  (k) Notices - Any  payment,  notices,  request,  instructions,
consent  or other  documents  to be given  hereunder  shall  be in  writing  and
delivered personally or sent by certified or registered mail, postage prepaid as
follows:
                           If to the Purchaser, addressed to:
                           Manchester Technologies, Inc.
                           160 Oser Avenue
                           Hauppauge, New York 11788

                           with a copy thereof addressed to:

                           Joel Rothlein, Esq.
                           Kressel, Rothlein, Walsh & Roth, LLC
                           684 Broadway
                           Massapequa, New York 11758

                           If to the Shareholders, addressed to:

                           Anthony C. Mazzullo
                           7 Chantilly Lane
                           Fairport, New York 14450

                                    AND

                           Steven K. Ladd
                           235 Blue Ridge Road
                           North Andover, Massachusetts 01845


                           with a copy thereof addressed to:

                           Steven R. Gersz, Esq.
                           Underberg & Kessler, LLP
                           1800 Chase Square
                           Rochester, NY 14604

         Either party may change the persons and addresses to which any payment,
notice, request,  instruction,  consent or other document is to be sent to it by
giving  written  notice  of any such  change to the  other  party in the  manner
provided  for  herein  for  giving  notice.   Any  payment,   notice,   request,
instruction,  consent or other document mailed hereunder shall be deemed to have
been received when mailed.
                  (l) Prior  Agreements  - Except for the letter of intent which
is deemed to have merged  herein,  the parties  agree that all prior  agreements
between the parties,  whether oral or written,  are herewith  made null and void
and of no effect, legal or equitable.
                  (m) Press Releases and Public  Announcements  - No Party shall
issue any press release or make any public announcement  relating to the subject
matter of this Agreement prior to the Closing without the prior written approval
of the other  Party;  Provided,  However,  that any  Party  may make any  public
disclosure  it  believes  in good faith is  required  by  applicable  law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing  Party will use reasonable  best efforts to advise the other
party prior to making the disclosure).
                  (n)  Amendments and Waivers - No amendment of any provision of
this Agreement  shall be valid unless the same shall be in writing and signed by
the Purchaser,  the Shareholders and the Company:  No waiver by any Party of any
default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional  or not,  shall be  deemed  to  extend  to any  prior or  subsequent
default,  misrepresentation,  or breach of  warranty or  covenant  hereunder  or
affect in any way any rights  arising by virtue of any prior or subsequent  such
occurrence.
                  (o)  Severability  - Any term or provision  of this  Agreement
that is invalid or unenforceable in any situation in any jurisdiction  shall not
affect the validity or  enforceability  of the  remaining  terms and  provisions
hereof or the validity or  enforceability  of the offending term of provision in
any other situation or in any other jurisdiction.
                  (p)  Expenses  and  Tax  Liability  -  Shareholders   will  be
responsible  for  any  and  all  taxes  that  may be  incurred  based  upon  the
consideration  received by them for the sale and transfer  contemplated  by this
Agreement.
                  (q)  Construction - The Parties have  participated  jointly in
the  negotiation  and drafting of this  Agreement.  In the event an ambiguity or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder,  unless the context requires otherwise.  The
word  "including"  shall  mean  including  without  limitation.  Nothing  in the
Schedules  annexed to this  Agreement  shall be deemed  adequate  to disclose an
exception  to a  representation  or warranty  made herein  unless such  Schedule
identifies  the  exception  with  reasonable  particularity  and  describes  the
relevant  facts in reasonable  detail.  Without  limiting the  generality of the
foregoing, the mere listing (or inclusion of a copy) of a document or other item
shall not be deemed  adequate to disclose an  exception to a  representation  or
warranty made herein (unless the  representation  or warranty has to do with the
existence of the document or other item  itself).  The Parties  intend that each
representation,  warranty,  and covenant contained herein shall have independent
significance,  if any  Party  has  breached  any  representation,  warranty,  or
covenant  contained  herein in any respect,  the fact that there exists  another
representation,  warranty,  or  covenant  relating  to the same  subject  matter
(regardless  of the  relative  levels  of  specificity)  which the Party has not
breached shall not detract from or mitigate the fact that the Party is in breach
of the first representation, warranty, or covenant.
                  (r) Specific  Performance  - Each of the Parties  acknowledges
and agrees that the other Party would be damaged irreparably in the event any of
the  provisions of this  Agreement  are not  performed in accordance  with their
specific  terms or  otherwise  are  breached.  Accordingly,  each of the Parties
agrees that the other Party shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce specifically
this Agreement and the terms and provisions  hereof in any action  instituted in
any Court of the United States or any State hereof having  jurisdiction over the
Parties  and the  matter  (subject  to the  provisions  set  forth in  Paragraph
"Twelfth:  (s)"  below),  in  addition  to any  other  remedy to which it may be
entitled, at law or in equity.
                  (s) Submission to  Jurisdiction - Each of the Parties  submits
to the jurisdiction of any State or Federal Court sitting in Suffolk County, New
York, in any action or proceeding  arising out of or relating to this  Agreement
and agrees that all claims in respect of the action or  proceeding  may be heard
and determined in any such Court. Each Party also agrees not to bring any action
or proceeding  arising out of or relating to this  Agreement in any other Court.
Each of the Parties waives any defense of inconvenient  forum to the maintenance
of any action or  proceeding  so brought and waives any bond,  surety,  or other
security  that might be required of any other Party with respect  thereto.  Each
Party agrees that a final  Judgment in any action or proceeding so brought shall
be conclusive and may be enforced by suit on the Judgment or in any other manner
provided by law or in equity.



<PAGE>


                  IN  WITNESS  WHEREOF,  the  Company  and  the  Purchaser  have
executed this Agreement by its  authorized  officers and the  Shareholders  have
caused  their  individual  signatures  to be affixed  hereto on the day and year
first above written.

In the Presence Of:

  --------------------                                     --------------------
                                                           Anthony C. Mazzullo



  ----------------------                                   --------------------
                                                           Steven K. Ladd

                                                  Manchester Technologies, Inc.



                                                  By: s/    Joseph Looney,
  ----------------------                          ------------------------
                                                        Joseph Looney, CFO

                                                  e.Track Solutions, Inc.

                                                  By: s/ Anthony C. Mazzullo
   ---------------------                          ---------------------------
                                                  Anthony C. Mazzullo, President
















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<PAGE>


                                    EXHIBIT 1


Shareholder                  Shares          Percentage of Purchase Price
-----------                  ------          ----------------------------

Mazzullo                   2,000,000                          97.08738%

Ladd                          60,000                           2.91262%













<PAGE>


                                    EXHIBIT 2


                         Exceptions to Article "Eighth"
                         Representations and Warranties


         The  following  matters  shall be  deemed  to  qualify  each and  every
representation and warranty of Article "Eighth":

         1. The Company has issued  options to  purchase  236,750  shares of its
common stock under the Company's  Stock Option Plan. The Company will enter into
agreements  with each of the option  holders to redeem and cancel their  options
upon payment of a fixed dollar amount.  These  agreements  will be contingent on
the closing of the Manchester transaction and will close concurrently therewith.
The payment due to the option holders will be treated as Company  payables to be
satisfied as provided in Article "Tenth"A.(iv).

         2. The Company will be entitled to make all reasonable  efforts to bill
and collect its accounts  receivable  for work performed by the Company prior to
the  Closing  Date,  even if contrary to the  ordinary  course of the  Company's
business,  which efforts shall be subject to Purchaser's  prior approval,  which
approval will not be unreasonably withheld.

         3. The Company will be entitled to use all of its available  cash at or
prior to the  Closing to pay or prepay any or all of its  payables,  liabilities
and  obligations,  even if  contrary  to the  ordinary  course of the  Company's
business.

         4. The Company has suffered operating losses of $115,819.00 in the 2001
fiscal year  through  October 24, 2001,  which  pattern of losses is expected to
continue through the Closing Date.

     5. The Company has made capital expenditures of less that $10,000.00 in the
2001 fiscal year.

         6. The Company will accrue  additional  bonuses to employees other than
Mazzullo,  not to exceed  $10,000.00  in the aggregate and same will appear as a
Company liability in the Closing date financials.

         7.       The Company has terminated the following employees:

                  Name                      Termination Date
                  ----                      ----------------

                  Lisa Briggs               September 3, 2001

                  Mark E. Curtis            September 3, 2001

                  Mark Hopkins              September 3, 2001





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