TERMINATION  AGREEMENT
                           ----------------------


                This Termination Agreement is made and entered into on 

this 25th day of April 1997 by and between DATAFAST, INC., a New York 

Corporation with a principal place of business located at 571A White Plains 

Road, Eastchester, NY 10709 (hereinafter referred to as "DFI") and COMPUTER

OUTSOURCING SERVICES, INC., a New York Corporation with a principal place

of business located at 360 West 31st Street, New York, NY 10001 (hereinafter

referred to as "COSI").

                WHEREAS, DFI and COSI are parties to that certain Processing

Agreement dated December 4, 1992, a copy of which is annexed and attached 

hereto as "Exhibit A" (The "Processing Agreement"); and

                WHEREAS, pursuant to and in accordance with said Processing

Agreement, COSI advanced and delivered to DFI the sum of $200,000 and DFI

executed two Promissory Notes each in the principal amount of $100,000.00 and

evidencing DFI's obligation to repay the advanced sums, plus interest at the

rates set forth in said Promissory Notes (the "Notes"); and

                WHEREAS; DFI and COSI have recently, prior to the date of this

Termination Agreement, entered into an Asset Purchase Agreement whereby COSI

purchased from DFI and DFI transferred to COSI (i) all computer processing

service accounts and customers and customer lists which DFI formerly serviced

and which, pursuant to the Processing Agreement were or are currently being

serviced by COSI; (ii) all property and equipment of whatever kind, nature and

description, which was transferred and/or delivered to COSI from DFI pursuant

to the Processing Agreement; and

                
                
                
                
                
                
<PAGE>                
                
                
                
                WHEREAS, part of the consideration paid by COSI to DFI pursuant

to the Asset Purchase Agreement was COSI's forgiveness of all of DFI's 

remaining debt and obligations under and pursuant to the Promissory Notes; and

                WHEREAS, DFI and COSI now wish to terminate the Processing

Agreement in accordance with and on the terms set forth herein;

                NOW THEREFORE, in consideration of the sum of $10.00, each to

the other in hand paid, and of the mutual undertakings, promises and covenants

contained herein and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, DFI and COSI do hereby agree as

follows:

                1.      The Processing Agreement is as of the date first 
                
written above terminated and neither party shall have any further rights,

liabilities or, obligations pursuant to, related to or in connection with 

the Processing Agreement.

                2.      DFI, on behalf of itself and its parents, subsidiaries,

affiliates, officers, successors, assigns, predecessors in interest, past and 

present officers, directors, shareholders, employees, attorneys, accountants, 

representatives, and agents does hereby release COSI and, its parents,

subsidiaries, affiliates, officers, successors, assigns, predecessors and

successors in interest, past and present officers, directors, shareholders,

employees, attorneys, accountants, representatives, and agents, of and from 

any and all manner of actions, causes of action (at law or in equity), suits,

claims, counterclaims, demands, agreements, obligations, promises, liability,

damages, costs and expenses of any nature whatsoever, liquidated or 

unliquidated which DFI had, now has or may hereinafter accrue, or which DFI 

may hereafter claim to have or which DFI may hereafter discover, against COSI





<PAGE>



or against any other such person, entity or beneficiary above enumerated,

upon or by reason of any matter, cause or thing whatsoever from the beginning 

of time to the date hereof, including, but not limited to, (i) any and all 

claims and/or counterclaims which were set forth in, arise from or relate to

the Arbitration Proceeding commenced by DFI on or about November 10, 1995 by

filing a Demand with the Arbitration Association of America and which

Arbitration Proceeding was designated as case number 19-117-0101-95; (ii) any

further performance, obligation or liability whatsoever arising from or related

to the Processing Agreement.

                3.      COSI, on behalf of itself and its parents, 
                
subsidiaries, affiliates, officers, successors, assigns, predecessors in 

interest, past and present officers, directors, shareholders, employees, 

attorneys, accountants, representatives, and agents does hereby release DFI

and, its parents, subsidiaries, affiliates, officers, successors, assigns,

predecessors and successors in interest, past and present officers, directors,

shareholders, employees, attorneys, accountants, representatives, and agents,

of and from any and all manner of actions, causes of action (at law or in

equity), suits, claims, counterclaims, demands, agreements, obligations, 

promises, liability, damages, costs and expenses of any nature whatsoever, 

liquidated or unliquidated which COSI had, now has or may hereinafter accrue, 

or which COSI may hereafter claim to have or which COSI may hereafter discover, 

against DFI or against any other such person, entity or beneficiary above 

enumerated, upon or by reason of any matter, cause or thing whatsoever from 

the beginning of time to the date hereof, including, but not limited to, 

(i) any and all claims and/or counterclaims which were set forth in, arise







<PAGE>



from or relate to the Arbitration Proceeding commenced by DFI on or about

November 10, 1995 by filing a Demand with the Arbitration Association of

America and which Arbitration Proceeding was designated as case number

19-117-0101-95; (ii) any further performance, obligation or liability

whatsoever arising from or related to the Processing Agreement.

                4.      Each of the parties expressly represents, warrants and

covenants that :  (i) it has not transferred, assigned, pledged, encumbered or

hypothecated its right to assert any claim, demand, action, cause of action,

suit, liability, indebtedness, duty, obligation or responsibility which is

released in this Agreement; (ii) that it has the lawful right, power, 

capacity and authority to release such claims, demands, actions, cause of 

action, suits, liabilities, indebtedness, duties, obligations, and 

responsibilities in accordance with the terms herein; (iii) that there are no

parties related or otherwise, that have any right, power, authority, capacity,

or standing to assert any claim, demand, action, cause of action, suit or

liability, indebtedness, duty, obligation or responsibility that it has 

released in this Agreement.  Each party further represents that its signatory

is authorized to execute this Agreement and the Release embodied herein on

its behalf.

                5.      This agreement shall be binding upon and shall inure 

to the benefit of each party and its successors and/or assigns.

                6.      This Agreement shall be governed by and construed and

enforced in accordance with the laws of the State of New York without reference

to its conflict of laws provisions.









<PAGE>



            Entered into as of the date and year first written above.



DATAFAST, INC.                           COMPUTER OUTSOURCING SERVICES, INC.




By: James E. Dellarmi/President-CEO     By:  Zach Lonstein/Chairman
   --------------------------------        -----------------------------------
         Name/Title                                 Name/Title


State of New York                        State of New York
County of Westchester     ss:            County of New York


On the 25th day of April, 1997           On the 25th day of May, 1997 before
before me personally came                me personally came
James E. Dellarmi                        Zach Lonstein
to me known, who, being by me duly       to me known, who, being by me duly
sworn, did depose and say that he        sworn, did depose and say that he
resides at 571A White Plains Road,       resides at 360 W. 31st St.,
Eastchester, N.Y. 10709                  NYC.
and that he is the President    of       and that he is the President/Chairman
DATAFAST, Inc., the corporation          of COMPUTER OUTSOURCING SERVICES, 
described in and which executed the      Inc., the corporation described in and
foregoing instrument; that he knows      which executed the foregoing 
the seal of said corporation; that       instrument; that he knows the seal of
the seal affixed to said instrument      said corporation; that the seal
is such corporate seal; that it was      affixed to said instrument is such 
so affixed by order of the board of      seal; that it was so affixed by order
directors of said corporation and        of the board of directors of said
that he signed his name thereto by       corporation and that he signed his 
like order.                              name thereto by like order.






By:  Anthony S. Colavita                 By:   Michael Carmody
----------------------------------       -------------------------------------
Notary Public                            Notary Public

Anthony S. Colavita                      Michael Carmody
Notary Public, State of New York         Notary Public, State of New York
No. 4868135                              No. 02CA5024046
Qualified in Westchester County          Qualified in Westchester County
Term Expires August 18, 1998             Commission Expires Feb. 22, 1998





<PAGE>



                PROCESSING AGREEMENT dated December 4, 1992 between COMPUTER
OUTSOURCING SERVICES, INC., a New York corporation with its chief office and
principal place of business located at 360 West 31st Street, New York, New 
York 10001 ("COSI"), and DATAFAST, INC., a New York corporation with its chief
office and principal place of business located at 132 Montgomery Street, 
Scarsdale, New York 10583 ("DFI").

                WHEREAS, COSI owns and operates a computer service business in
The City of New York which provides both on-line and batch data processing 
services; and

                WHEREAS, DFI owns and operates a computer service business in
Scarsdale, New York which provides accounts receivable batch data processing
services; and 

                WHEREAS, DFI desires to subcontract to COSI DFI's data 
processing requirements on the terms and conditions hereinafter set forth; and

                WHEREAS, COSI and DFI are willing to perform their respective
obligations hereunder on the terms and conditions hereinafter set forth.

                In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, 
COSI and DFI hereby agree as follows:

                1.  Concurrently with the execution and delivery of this 
Processing Agreement (this "Agreement"), COSI is advancing to DFI the sum of
$100,000 by delivering to DFI its certified check in such amount payable to 
DFI's order.  To evidence such advance, DFI is concurrently delivering to COSI
its promissory note (the "First Advance Note") in the principal amount of
$100,000.  The First Advance Note shall be in the form annexed hereto as 
Annex A.

                2.  Promptly after the execution and delivery of this 
Agreement, DFI will, at its own expense, relocate DFI's data processing 
operations to COSI's office located at 360 West 31st Street, New York, 
New York.  COSI and DFI will attempt to accommodate such relocated operations
of DFI within COSI's existing leased offices at such location, and, if COSI's
existing offices are too small to fully accommodate such relocated operations,
COSI will procure a short term rental of such additional space as may be
required from time to time (any such required lease of additional space being
hereinafter referred to as the "Additional Lease").

                3.  COSI and DFI will cooperate with each other by making 
their respective employees available without charge to convert all of the 
operating and application software and all of the data files used by DFI in 
its computer service business to run on COSI's IBM mainframe computers and
peripheral equipment.  COSI and DFI will use their respective best efforts
to complete this conversation as soon as reasonably practicable, and in any
case before January 30, 1993.  The date on which such conversion is completed
to the mutual satisfaction of COSI and DFI is hereinafter referred to as the
"Commencement Date".

                
                
                
<PAGE>                
                
                
                
                4.  On the Commencement Date, COSI will advance to DFI the 
additional sum of $100,000 by delivering to DFI its certified check in such
amount payable to DFI's order.  To evidence such additional advance, on the
Commencement Date DFI will deliver to COSI its promissory note (the "Second 
Advance Note") in the principal amount of $100,000.  The Second Advance Note
shall have the same terms as the First Advance Note except that it shall be
called the Second Advance Note and shall be dated the Commencement Date.  The
First Advance Note and the Second Advance Note are hereinafter collectively
referred to as the "Notes".

                5.  During the four-year period commencing on the Commencement
Date (the "Initial Term") and, if the Initial Term is extended as hereinafter
provided in Section 10, during the Additional Term (the Initial Term together
with the Additional Term, if any, being hereinafter collectively referred to
as the "Term"), COSI will perform its services under this Agreement through a 
newly-created division (the "Division").

                6.  Prior to the Commencement Date, the Division will offer to
hire selected employees of DFI whose services will be necessary to the 
operation of the Division.  All employees of DFI hired by the Division will
receive a base salary as indicated on the Division Budget for the first year
of the Inital Term annexed hereto as 'Annex B'.  In addition, all of such hired
employees will participate in all COSI plans and receive all other benefits
which other newly-hired employees of COSI are entitled to participate in and
to receive.  No less than 30 days prior to the beginning of each year after 
the first year during the Term, DFI and COSI shall agree to a Division Budget
for the coming year which new Division Budget shall be substituted as 'Annex B'
hereto for the year covered thereby.

                7.  All DFI employees hired by the Division other than Joseph
Sudul will be "at will" employees of the Division and will not be entitled to
any written employment agreement.  Joseph Sudul will be offered a written
employment agreement by the Division to be its Operations Manager for a term
coextensive with the Initial Term.

                8.  During the Term, COSI will perform all data processing
services required by DFI except those permitted to be offered or performed by
DFI pursuant to Section 11.  During the Term, the Division will bill all
clients of DFI for all data processing services and disbursements and expenses
incurred in rendering such services and collect on behalf of DFI all accounts
receivable so generated.  On a quarterly basis COSI will provide DFI with 
copies of all programs and data files used by the Division in connection with
the data processing services performed by the Division for DFI's clients
(collectively, the "Division Software").  During the Term, DFI will continue
to perform all selling and customer service functions in connection with the
data processing services performed by the Division for DFI's clients and may,
subject to Section 11, solicit new clients for data processing services.  DFI
represents and warrants that during the calendar year ending december 31, 
1992, the excess of its gross billings for data processing services over the
billed-through amounts included in such gross billings for such things as
postage, forms, outside messenger service, telephone toll charges and sales
or use taxes imposed by any jurisdiction, will exceed $1,000,000.




<PAGE>



                9.  COSI will keep the books and records of the Division in
accordance with generally accepted accounting principles consistently applied
and will determine the Division's Adjusted Gross Revenues, Pass Through
Billings and Permitted Expenses promptly after the end of each Measuring
Month.  Such books and records and determinations of Adjusted Gross Revenues,
Pass Through Billings and Permitted Expenses shall be final and binding on all
parties hereto in the absence of manifest error.  DFI shall have the right 
during normal business hours to examine the books and records of the Division
in respect of each Measuring Month.  As used herein, the terms 
"Measuring Month" means any month during the Term in respect of which Adjusted
Gross Revenues, Pass Through Billings and Permitted Expenses are to be 
determined; "Adjusted Gross Revenues" means the excess of the gross billings 
generated by the Division during the Measuring Month over the Pass Through 
Billings of the Division during the Measuring Month; "Pass Through Billings"
means the billed-through amounts included in gross billings generated by the
Division for such things as postage, forms, outside messenger service, 
telephone toll charges and sales or use taxes imposed by any jurisdiction on 
the services performed by COSI under this Agreement; and "Permitted Expenses"
means the sum of: (i) all bad debt expense of the Division during the Measuring
Month, whether for the creation of an initial reserve of 5% for doubtful
accounts or for adjustment of such reserve from Measuring Month to Measuring
Month based on an increase in the level of accounts receivable of the Division
or the experience of the Division in collecting its accounts receivable; 
(ii) the incremental out-of-pocket expenses incurred by COSI during the 
Measuring Month for such things as rent under the Additional Lease and payroll
expense for all employees of the Division which would not have been incurred 
by COSI during the Measuring Month except for the operation of the Division;
and (iii) the excess, if any, of the Permitted Expenses of the Division during
the month immediately preceding the Measuring Month over the Adjusted Gross
Revenues of the Division during such immediately preceding month.  COSI shall
operate the Division so that the Permitted Expenses of the Division during 
each year of the Term do not exceed 105% of the amounts budgeted therefor on
the Division Budget for such year unless otherwise agreed to in writing by DFI
and COSI.  Within 20 days after the end of each Measuring Month, COSI shall
determine and advise DFI of the respective amounts of Adjusted Gross Revenues,
Pass Through Billings and Permitted Expenses for such Measuring Month.  Within
25 days after the end of each Measuring Month, COSI will cause the Division to
distribute amounts equal to the Adjusted Gross Revenues and Pass Thgough
Billings for such Measuring Month in the following strict order of priority to
the maximum extent possible:

                (a)  with respect to each of the first twelve Measuring Months
                     during the Initial Term and also with respect to each
                     other Measuring Month during the Term as to only those
                     Adjusted Gross Revenues attributable to new clients:
                     'first', an amount equal to the sum of the Pass Through
                     Billings and the Permitted Expenses for such Measuring
                     Month shall be distributed to COSI to reimburse it for 
                     its out-of-pocket costs of performing its services under
                     this Agreement; 'second', an amount equal to 8% of the
                     Adjusted Gross Revenues for such Measuring Month shall be
                     distributed to COSI as its base fee for performing its
                     
                     
                     
                     
<PAGE>                     
                     
                     
                     
                     services under this Agreement; 'third', an amount equal
                     to 20% of the Adjusted Gross Revenues for such Measuring
                     Month shall be distributed to DFI except that out of such
                     distribution to DFI an amount equal to 5% of the Adjusted
                     Gross Revenues for such Measuring Month shall be applied
                     by COSI to pay on behalf of DFI principal and/or interest
                     on the Notes so long as the Notes remain unpaid; and 
                     'fourth', if the Adjusted Gross Revenues for such 
                     Measuring Month exceed the distributions pursuant to 
                     clauses "second" and "third" above, an amount equal to
                     such excess shall be distributed to COSI as the balance of
                     its fee for performing its services under this Agreement;
                     and

                (b)  with respect to each of the Measuring Months in the 
                     second, third and fourth years of the Initial Term and
                     each of the Measuring Months in the Additional Term, if
                     any, except for any Adjusted Gross Revenues for such
                     Measuring Month attributable to new clients and included
                     in the calculation made pursuant to Section 9(a) with 
                     respect to such Measuring Month: 'first', an amount equal
                     to the sum of the Pass Through Billings and the Permitted
                     Expenses for such Measuring Month shall be distributed to
                     COSI to reimburse it for its out-of-pocket costs of
                     performing its services under this Agreement; 'second', an
                     amount equal to 8% of the Adjusted Gross Revenues for such
                     Measuring Month shall be distributed to COSI as its base
                     fee for performing its services under this Agreement; 
                     'third', an amount equal to 15% of the Adjusted Gross
                     Revenues for such Measuring Month shall be distributed to
                     DFI except that out of such distribution to DFI an amount
                     equal to 5% of the Adjusted Gross Revenues for such
                     Measuring Month shall be applied by COSI to pay on behalf
                     of DFI principal and/or interest on the Notes so long as
                     the Notes remain unpaid; and 'fourth', if the Adjusted
                     Gross Revenues for such Measuring Month exceed the 
                     distributions pursuant to clauses "second" and "third" 
                     above, an amount equal to such excess shall be distributed
                     to COSI as the balance of its fee for performing its 
                     services under this Agreement.

                10.  As collateral security for the prompt payment when due of
the principal of and interest on the Notes, DFI hereby grants to COSI a 
continuing 'first priority security' interest in all of its general
intangibles consisting of its client lists, trade name, operating and
application software and all of the data files used by DFI in its computer
service business (collectively, the "Collateral").  In the event that DFI






<PAGE>



shall fail to pay in full the principal of and all accrued interest on the
Notes on the last day of the Initial Term after COSI has made demand for such
payment, COSI shall have the option in its sole and absolute discretion of
extending the Initial Term for such minimum length of time (the "Additional 
term") as may be necessary for the principal of and interest on the Notes to
be paid in full by applying all amounts that would otherwise be payable to DFI
during the Additional Term pursuant to Section 9(b) to the payment of the
principal of and interest on the Notes.  Such option may be exercised by COSI 
at any time prior to 120 days prior to the end of the Initial Term by 
delivering written notice of its election to DFI.  If DFI shall have paid in
full the principal of and all accrued interest on the Notes on or prior to the
last day of the Initial Term, the Term of this Agreement shall end on the
fourth anniversary of the Commencement Date.  COSI shall have all of the 
rights and remedies of a secured party in and to the Collateral provided by
Article 9 of the New York Uniform Commercial Code.  DFI hereby authorizes COSI
to file Uniform Commercial Code financing statements, amendments thereto and
continuations thereof with regard to the Collateral without signature of DFI,
to the extent permitted by applicable law.  In addition, DFI does hereby 
further irrevocably make, constitute and appoint COSI or any officer or 
designee thereof its true and lawful attorney-in-fact in the name of DFI or in
the name of COSI to execute any such financing statements, amendment thereto 
or continuation thereof.

                11.  DFI hereby agrees during the Term not to offer to, or
perform data processing services for, any client or prospective client of the
Division unless the data processing services are to be performed by the 
Division.  For purposes of this Section 11, a "prospective client of the 
Division" means any entity requiring data processing services of the type now
rendered by DFI or rendered by the Division during the Term.  In addition, if
DFI shall hereafter offer any new types of data processing services, DFI hereby
agrees to offer COSI a right of first refusal to have the Division perform 
under this Agreement the data processing services for all of their permitted
clients.

                12.  COSI will use due care in processing all work delegated to
it by DFI.  COSI will cause the Division to use its best efforts to promptly
respond to immediate problems brought to its attention.

                13.  COSI shall not be liable for any failure to perform its
obligations under this Agreement if prevented from doing so by a cause or 
causes beyond its control, such as acts of God, war, fire, electrical failure,
explosion, earthquake, flood, weather, governmental order or regulation, acts
of public enemies, shortage of suitable parts, materials and/or manpower not
under COSI's control, and transportation accidents, labor disputes, postal 
delays, strikes and lockouts.

                14.  Nothing in this Agreement to the contrary withstanding 
shall relieve any party to this Agreement from liability for its own gross
negligence or willful misconduct.

                
                
                
                
                
                
<PAGE>                
                
                
                
                15.  Neither COSI nor DFI will divulge any information learned
by it concerning the other party or its clients without the prior written
consent of the other party unless it learned such information prior to the
date of this Agreement under circumstances not requiring confidentiality or
such other party makes the information available to the general public.  COSI
will utilize computer industry standards for data security.  Promptly after
the end of the Term, COSI will deliver to DFI all copies of the Division
Software and all client lists, telephone lists and other written information
concerning DFI's clients in its possession or under its control, and will 
destroy all stationery, billing materials and other materials including the
"Datafast" name in its possession or under its control.  COSI hereby 
acknowledges that the name "Datafast" is and shall remain the sole property of
DFI.  COSI agrees for a period of two years following the Term not to solicit
any data processing business from, or provide any data processing services to,
any client of DFI for whom the Division performed any data processing services
at any time during the Term.

                16.  At the end of the Term, COSI will assist DFI in moving
its data processing operations to another location specified by DFI.  In
connection therewith, COSI will make available to DFI without charge up to 
50 hours of systems and programming time and at 50% of COSI's standard rates
for any additional systems and programming assistance requested by DFI to
convert and/or modify all of the Division Software for use by DFI.

                17.  This Agreement and the Notes constitute the entire 
understanding between COSI and DFI with respect to subject matter hereof and
thereof and supersede and cancel all prior written and oral understandings
and agreements with respect to such matters.  Except as specifically set forth
in this Agreement, COSI makes no representations or warranties, express or
implied, including without limitation any warranty of merchantability or
fitness for a particular purpose.  However, COSI shall be responsible for 
providing maintenance of all computer hardware and peripherals and all software
used by the Division.

                18.  All notices under this Agreement shall be in writing and
shall be deemed effective when delivered in person or forty-eight (48) hours
after deposit thereof in the U.S. mails, postage prepaid, for delivery as
certified or registered mail, return receipt requested, addressed as set forth
in the heading of this Agreement, or to such other address as the party to be
notified may specify by notice to the other party.

                19.  COSI will require any successor (whether direct or 
indirect, by purchase, merger, consolidation or otherwise) to all or 
substantially all of its business and/or assets, by agreement in form and
substance satisfactory to DFI, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that COSI would be required
to perform it if no such succession had taken place.  Except as provided in 
the foregoing sentence, neither COSI nor DFI may assign its rights nor 
delegate its duties under this Agreement without obtaining the prior written
consent of the other party hereto, such consent not to be unreasonably 
withheld.  This Agreement and all rights of the parties hereunder shall inure
to the benefit of and be enforceable by the successors and permitted assigns 
of the parties hereto.



<PAGE>



                20.  No Provisions of this Agreement or the Annexes hereto may
be modified, waived or discharged unless such waiver, modification or 
discharge is agreed to in writing both COSI and DFI.  No waiver by COSI or DFI
at any time of any breach by the other, or of compliance with, any condition or
provision of this Agreement to be performed by the other shall be deemed a 
waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.

                21.  Any controversy or claim arising out of this Agreement, 
the Notes, or the breach hereof or thereof, shall be settled by arbitration in
the County of Westchester in accordance with the Commercial Arbitration Rules 
of the American Arbitration Association.  The dispute shall be heard by a panel
of three arbitrators, with DFI designating one arbitrator, COSI designating
one arbitrator and the two arbitrators so designated selecting the third 
arbitrator.  Judgment upon the award rendered by the arbitration panel may be
entered in any court having jurisdiction thereof.  Such arbitration shall be a
condition precedent to any suit upon or by reason of such controversy or claim
except a suit commenced to compel arbitration in accordance with this 
Section 21.  Both COSI and DFI shall be bound to perform their obligations
under this Agreement and the Notes during the pendency of the dispute.

                22.  COSI and DFI shall pay their own respective expenses in
connection with the negotiation, execution and delivery of this Agreement and
the Notes and shall indemnify and hold each other harmless from any claims of
finders or brokers in connection with the transactions contemplated by this
Agreement and the Notes.

                23.  This Agreement may be executed in two or more counterparts
each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.

                24.  This Agreement is governed by and is to be construed and
enforced in accordance with the laws of the State of New York.


                                         COMPUTER OUTSOURCING SERVICES, INC.




                                         By:      Zach Lonstein
                                            --------------------------------
                                            Zach Lonstein, President

                                         
                                         DATAFAST, INC.




                                         By:     James E. Dellarmi
                                            --------------------------------
                                            James E. Dellarmi, President
                                            and Chief Executive Officer