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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                         (AMENDING PART III, ITEMS 9-13)

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000          COMMISSION FILE NO. 0-24542

                                  TECHSYS, INC.
                 (Name of small business issuer in its charter)

           NEW JERSEY                                     22-3276736
  (State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                      Identification No.)

         147 COLUMBIA TURNPIKE
        FLORHAM PARK, NEW JERSEY                               07932
(Address of principal executive offices)                     (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 236-1919

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                               TITLE OF EACH CLASS

                                  Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B under the Securities Exchange Act of 1934 is not contained
herein, and will not be contained, to the best of the Registrant's knowledge, in
definitive proxy or information statements incorporated in Part III of this Form
10-KSB or any amendments to this Form 10-KSB X

As of March 12, 2001, 3,923,544 shares of Common Stock were outstanding, and the
aggregate market value of shares held by unaffiliated stockholders was
approximately $2,938,053.

                       DOCUMENTS INCORPORATED BY REFERENCE

This Form 10-KSB/A amends the Form 10-KSB filed by the Registrant with the
Securities and Exchange Commission on April 2, 2001 ("Registrant's Form
10-KSB"). Items 9, 10, 11, 12 and 13 of Part III of Registrant's Form 10-KSB
were incorporated by reference to the Registrant's definitive Proxy Statement
for its 2001 Annual Meeting of Shareholders to be filed with the Commission by
April 30, 2001. The definitive Proxy Statement will not be filed with the
Commission by April 30, 2001. Accordingly, Registrant is filing this amendment
to Registrant's Form 10-KSB to provide the information required by Items 9, 10,
11, 12 and 13 of Part III of Form 10-KSB.
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<PAGE>



PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16 (c) of the Exchange Act

         The name and age of each of the directors, the executive officers and
significant employees of the Company, their respective positions with the
Company and, to the extent applicable, the period during which each such
individual has served as a director are set forth below. Additional biographical
information concerning each of the directors, executive officers and significant
employees of the Company follows the table.

NAME                        AGE      POSITION WITH THE COMPANY        DIRECTOR
                                                                        SINCE
--------------------------------------------------------------------------------
Alvin S. Trenk              71       Class III Director                  1993
                                     Chairman of Executive
                                     Committee




Steven L. Trenk             47       Chairman
                                     Class II Director
                                     President                           1993
                                     Chief Operating Officer


Martin G. Jacobs,  M.D.     71       Corporate Medical                   1993
                                     Director
                                     Class I Director




Jeffrey B. Mendell          47       Class III Director                  1994


Stanley B. Amsterdam        71       Class I Director                    1998




Mark N. Raab                37       Chief Financial Officer
                                     Secretary
                                     Treasurer
                                     Controller



                                      -1-
<PAGE>


         Alvin S. Trenk, a founder of the Company and TechTron, Inc., has served
as a director of the Company and of each of the Company's current subsidiaries
since formation, as Chief Executive Officer and Chairman of the Company and each
of the Company's current subsidiaries until September 2000, and as Chairman of
the Executive Committee since September 2000. In addition, Mr. A. Trenk is an
officer and director of various corporations engaged in the ownership and
development of real property and the operation of helicopter landing facilities,
helicopter charter, air taxi, sightseeing and tour operations. Mr. Trenk is also
a founding principal of Holding Capital Group, a 20 year old merchant banking
firm based in New York City. Mr. A. Trenk is the father of Steven L. Trenk, the
Company's Chairman, President and Chief Operating Officer, and the
brother-in-law of Martin G. Jacobs, M.D., the Company's Corporate Medical
Director.

         Steven L. Trenk, a founder of the Company, has served as the President
of the Company and each of the Company's subsidiaries, other than Renal
Management, Inc. ("RMI"), since October 1991, and Chairman of the Company since
September 2000. Mr. S. Trenk has served as Vice President for Business
Development of TechTron from 1987 through October 1991 and, since December 1993,
has served as the President of Alpha. Mr. S. Trenk served as Vice Chairman of
RMI, a majority-owned subsidiary of the Company, until its sale in 1998. Mr. S.
Trenk is the Treasurer of UMDC and also serves as the Vice President of Orange Y
Associates, Inc. a real estate development company. Mr. S. Trenk is the son of
Mr. A. Trenk and the nephew of Dr. Jacobs.

         Martin G. Jacobs, M.D., a founder of the Company, is a physician
engaged in the treatment of renal disease and hypertension. Dr. Jacobs is
President of Nephrological Associates, P.A., which he founded in 1964. Dr.
Jacobs has served as the Corporate Medical Director for the Company and for
TechTron since formation. Dr. Jacobs is the brother-in-law of Mr. A. Trenk and
the uncle of Mr. S. Trenk.


         Jeffrey B. Mendell is the Chairman of the Board of Directors and Chief
Executive Officer of JBM Realty Capital Corp. through which he acts as principal
in the acquisition and development of commerical real estate. He was the
President of National Realty & Development Corp., a privately-held corporation
which owns and manages commercial real estate, from May 1992 to August 1996. Mr.
Mendell also participates in various other business ventures.


         Stanley B. Amsterdam was the Product Manager for the elastic fabrics
division of Guilford Mills, Inc., a Fortune 500 company based in New York and
listed on the American Stock Exchange, a position he held for approximately 20
years. Guilford is one of the world's largest manufacturers of elasticized
fabrics to the automotive and apparel industries. Mr. Amsterdam was instrumental
in the design and development of these and similar products during his tenure at
Guilford and at prior companies. Mr. Amsterdam spent his career as a leading
sales and marketing executive responsible for development and oversight of
national and international sales programs.


         Mark N. Raab joined the Company in 1995, was appointed Controller in
1997, Chief Financial Officer and Treasurer in 1998, and Secretary in 1999. From
1987 until joining the Company, Mr. Raab worked in the banking industry in
various positions, the last being Accounting Manager, the position he held with
First Fidelity Bank N.A. Mr. Raab holds a Bachelor's degree in Business
Administration.






                                      -2-
<PAGE>




SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE



         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors, executive officers, and
shareholders who beneficially own more than 10% of any class of equity
securities of the Company registered pursuant to Section 12 of the Exchange Act
(the "Reporting Persons") to file initial reports of ownership and reports of
changes in ownership with respect to the Company's equity securities with the
Securities and Exchange Commission (the "SEC"). All Reporting Persons are
required by SEC regulation to furnish the Company with copies of all reports
that such Reporting Persons file with the SEC pursuant to Section 16(a). Based
on a review of these filings, the Company believes that all required filings
were timely made.



ITEM 10. EXECUTIVE COMPENSATION



         The following table sets forth certain information for all persons
serving as Chief Executive Officer of TechSys in the last fiscal year and the
other most highly compensated executive officers of TechSys (together, the
"Named Executive Officers") for services rendered in all capacities during the
three fiscal years ended December 31, 2000, 1999, and 1998:



                         SUMMARY COMPENSATION TABLE (1)


                                                                     Long-Term
                                        Annual Compensation         Compensation
                               -------------------------------------


                                                                    Common Stock
                                                                     Underlying
                                                                    Options/SARs
                                                                    ------------



Name and Principal Position     Fiscal Year     Salary          Bonus
---------------------------     -----------     ------          -----

                                                  $              $
Alvin S. Trenk                      2000      300,000(2)        --      56,250
Director and Chairman of            1999      300,000(2)        --        --
Executive Committee                 1998      300,000(2)        --     150,000

Steven L. Trenk                     2000         250,000        --      56,250
Chairman, President and             1999         250,000        --        --
Chief Operating Officer             1998         189,615        --     150,000

Martin G. Jacobs, M.D.              2000         111,000        --      56,250
Corporate Medical Director          1999         111,000        --        --
                                    1998         115,269        --     150,000

H. William Gordon(3)                2000          97,500      75,000      --
Chief Executive Officer             1999              --                  --
                                    1998              --        --        --



(1)  See "Certain Relationships and Related Transactions" for additional
     information with respect to benefits received by certain members of
     management of TechSys.

(2)  Paid to TEI. See "Compensation Arrangements."

(3)  As of December 20, 2000, Mr. Gordon was no longer an officer or employee of
     the Company. In connection with the termination of the employment of Mr.
     Gordon, the Company has made a demand for the repayment of bonus amounts
     paid to him in connection with his employment agreement.






                                      -3-
<PAGE>



              AGGREGATED OPTION/SAR EXERCISES AND LAST FISCAL YEAR

                      AND FISCAL YEAR-END OPTION/SAR VALUES



         The following table summarizes for each of the Named Executive Officers
the number of stock options, if any, exercised during the fiscal year ended
December 31, 2000, the aggregate dollar value realized upon exercise, the total
number of securities underlying unexercised options, if any, held at December
31, 2000 and the aggregate dollar value of in-the-money unexercised options, if
any, held at December 31, 2000. Value realized upon exercise is the difference
between the fair market value of the underlying stock on the exercise date and
the exercise or base price of the option. Value of unexercised, in-the-money
options at fiscal year-end is the difference between the exercise or base price
and the fair market value of the underlying stock on December 31, 2000. The last
sale price of the Common Stock on December 31, 2000 was $1.1875. The values in
the column "Value of Unexercised In-The-Money Options/SARs at FY-End and Interim
Period End" have not been, and may never be, realized. The underlying options
have not been, and may not be, exercised, and actual gains, if any, on exercise
will depend upon the value of the underlying stock on the date of exercise.



         No options were exercised by the named executive officers during the
2000 fiscal year. The following table sets forth information regarding the value
of unexercised options held by the Named Executive Officers of the Company.

<TABLE>
<CAPTION>


                   NUMBER OF SECURITIES UNDERLYING UNEXERCISED      VALUE OF UNEXERCISED

                                 OPTIONS/SARS AT               IN-THE-MONEY OPTIONS/SARS AT

                          FY-END AND INTERIM PERIOD END (1)   FY-END AND INTERIM PERIOD END (1)
                          ---------------------------------   ---------------------------------

NAME                          EXERCISABLE    UNEXERCISABLE    EXERCISABLE     UNEXERCISABLE
----                          -----------    -------------    -----------     -------------



<S>                            <C>             <C>             <C>             <C>
Alvin S. Trenk                 356,250         393,750         $     0         $     0

Steven L. Trenk                381,250         393,750           1,438               0

Martin G. Jacobs               381,250         393,750           1,531               0

H. William Gordon(2)              --              --              --              --

<FN>


(1)  Securities represent shares of Common Stock underlying options.

(2)  All options issued to Mr. Gordon were canceled upon the termination of his
     employment in December 2000.
</FN>
</TABLE>

<TABLE>
<CAPTION>


                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

                               (INDIVIDUAL GRANTS)



                      NUMBER OF

                      SECURITIES     % OF TOTAL

                      UNDERLYING    OPTIONS/SARS

                     OPTIONS/SARS      GRANTED TO    EXERCISE OR BASE   EXPIRATION

NAME                  GRANTED (1)      EMPLOYEES       PRICE ($/SH)         DATE
------------------------------------------------------------------------------------

<S>                      <C>               <C>            <C>             <C>
Alvin S. Trenk           450,000           24 %           $   3.00        8/21/2005

Steven L. Trenk          450,000           24 %               3.00        8/21/2005

Martin G. Jacobs         450,000           24 %               3.00        8/21/2005

H. William Gordon(2)        --             --              --                  --

<FN>


(1)  Securities represent shares of Common Stock underlying options.

(2)  All options issued to Mr. Gordon were canceled upon the termination of his
     employment in December 2000.
</FN>
</TABLE>



REPORT ON REPRICING OF OPTIONS



         In February 1996, the Board of Directors of the Company, on the
recommendation of the Compensation Committee, adopted a stock option plan (the
Contingent Plan") substantially similar to the 1997 Plan and granted certain
options thereunder. The Board of Directors conditioned the effectiveness of the
Contingent Plan on approval by the shareholders of the Company within twelve
months after adoption.


                                      -4-
<PAGE>


         At the time of the adoption of the Contingent Plan, the Board of
Directors granted options under the 1994 Plan to officers of the Company and
granted options, subject to shareholder approval, to officers, directors and
substantially all employees of the Company under the Contingent Plan. Options
were granted to employees generally to reward them for the services they had
performed for the Company in connection with the prior operations of the
Company, the efforts they expended at the time of the Company's reorganization
and initial public offering, and as a future incentive to the employees. Options
were granted under the 1994 Plan and the Contingent Plan to officers and
directors of the Company for substantially the same reasons that options were
granted to employees generally and, in addition, to reward certain of those
officers and directors for voluntarily decreasing their pay for the benefit of
the Company and for undertaking obligations under various guarantees on behalf
of the Company. The Contingent Plan was not approved by the shareholders within
twelve months of approval by the Board of Directors. Accordingly, in February
1997, the Board of Directors adopted the 1997 Plan. At the time of adoption of
the 1997 Plan, the Board of Directors granted options to substantially all
officers, directors and employees to whom options were granted under the
Contingent Plan at the then current fair market value for substantially the same
reasons for which the grants were originally made under the Contingent Plan. In
addition, the Board of Directors believed that those officers who had received
grants in 1996 under the 1994 Plan should be accorded the same reduction in
exercise price as those officers, directors and employees who were conditionally
granted options under the Contingent Plan. As a result, at the time of the
adoption of the 1997 Plan, the Board of Directors also repriced all options
previously granted under the 1994 Plan, which options were not exercisable on or
before the sixth month following the repricing.



REPORT OF AUDIT COMMITTEE


         The Audit Committee of the Board of Directors is comprised of two
independent directors, Jeffrey B. Mendell, the Chairman of the Audit Committee,
and Stanley B. Amsterdam. Consistent with Nasdaq rules applicable to Small
Business Issuers, effective June 1, 2001, the Audit Committee will consist of
two independent directors. Its primary function is to oversee the Company's
system of internal controls, financial reporting practices and audit function to
ensure their quality, integrity and objectivity. The Board of Directors has
adopted and approved a written charter for the Audit Committee.


         In 2000, the Audit Committee reviewed the overall audit scope, plans
and results of the audit engagement. The Committee met with the independent
auditors to discuss the year's audit. The Committee reviewed and discussed the
Company's annual financial statements with management before issuance.


         The Audit Committee has discussed with the independent auditors the
matters required to be discussed by SAS 61, Communication with Audit Committees,
of the Auditing Standards Board of the American Institute of Certified Public
Accountants, to the extent applicable. The Audit Committee has received and
reviewed the written disclosures and confirmation from the independent auditors
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committee, of the Independence Standards Board, and has
discussed with the auditors the auditors' independence.


         Based on the foregoing review and discussions, and in reliance on
Section 14A:6-14(2) of the New Jersey Business Corporation Act permitting
reliance on the reports prepared by an independent public accountant or firm of
such accountants, the Audit Committee recommended to the Board of Directors that
the audited financial statements be included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2000.




                                                 Audit Committee


                                                 Jeffrey B. Mendell, Chairman
                                                 Stanley B. Amsterdam



                                      -5-
<PAGE>



DIRECTOR COMPENSATION


         The non-employee directors of the Company receive compensation of
$1,000 per meeting of the Board of Directors attended and $500 for each meeting
of a committee of the Board of Directors which they attend as a committee
member. Directors are entitled to participate in the Directors' Plan and certain
directors received options to acquire Common Stock pursuant to the 2000 and 1997
Plans. See "Compensation Plans."


COMPENSATION ARRANGEMENTS


EMPLOYMENT AGREEMENTS


         The Company entered into a consulting agreement with TEI dated as of
April 1, 1994 (the "TEI Agreement"). TEI is wholly-owned by Alvin S. Trenk.
Under the terms of the TEI Agreement, TEI agreed to make Mr. A. Trenk available
to serve as the Chairman of the Board of Directors and Chief Executive Officer
and director of any of the subsidiaries of the Company, and to serve as a
shareholder, officer and director of any entity to which the Company provides
services, equipment and supplies. Mr. A. Trenk is required to perform up to 750
hours of service per year. The TEI Agreement provides for payments by the
Company to TEI of a fee of $300,000 per year plus such cash bonuses as may be
determined by the Board of Directors. The TEI Agreement has an initial term of
five years which automatically renews for an additional year on every
anniversary date unless such renewal is terminated by the Board of Directors in
writing not less than 90 days prior to the anniversary date or unless the TEI
Agreement is otherwise terminated pursuant to its terms. The Company has agreed
to permit the employees of TEI to participate in employee benefit plans
established for senior management of the Company. The Company has also agreed to
make payments, not in excess of $1,500 per month, for an automobile for Mr. A.
Trenk's use, to pay for $1,000,000 of term life insurance for Mr. A. Trenk, the
beneficiary of which will be the Company, to pay for disability insurance for
Mr. A. Trenk and to permit Mr. A. Trenk to participate in stock option plans
consistent with other members of senior management of the Company. The TEI
Agreement terminates upon the death of Mr. A. Trenk and may be terminated by the
Company upon his disability.


         Steven L. Trenk entered into an employment agreement with the Company
dated as of April 1, 1994 (the "Employment Agreement") providing for an annual
base salary of $150,000 for serving as President of the Company and its
subsidiaries. In May 1998, the Board of Directors amended the Employment
Agreement and increased Mr. S. Trenk's annual base salary to $250,000. In
addition, Mr. S. Trenk is entitled to receive an annual bonus equal to 10% of
the Company's pre-tax income in excess of the prior year's pre-tax income, up to
100% of base salary. The amended Employment Agreement has an initial term of
five years and renews for an additional one year term on every anniversary date,
unless terminated by the Board of Directors in writing no later than 90 days
prior to the end of the initial or any renewal term unless sooner terminated
upon the death or disability of Mr. S. Trenk. The Company has also agreed to
permit Mr. S. Trenk to participate in any employee benefit plans established for
senior management employees of the Company, to make payments not in excess of
$1,500 per month on an automobile for his use, to pay for $1,000,000 term life
insurance for Mr. S. Trenk, the beneficiary of which will be the Company, to pay
for disability insurance for Mr. S. Trenk, and to permit Mr. S. Trenk to
participate in stock option plans consistent with other members of senior
management of the Company. Under the terms of Mr. S. Trenk's amended Employment
Agreement, Mr. S. Trenk is entitled to terminate his employment if there is a
"change of control" of the Company. If Mr. S. Trenk terminates his employment as
a result of a change of control, he will be entitled to receive all amounts due
to him from the Company to the date of termination plus two years' base salary,
payable in cash in two lump sum payments. A "change of control" pursuant to the
amended Employment Agreement includes, among other things: (i) the approval by
the shareholders of the Company of a merger, as a result of which the
shareholders of the Company immediately prior to such approval do not,
immediately after the consummation of such transaction, own more than 50% of the
voting stock of the surviving entity; (ii) the acquisition, other than from the
Company directly, by any person or group (other than Messrs. Trenk, or Dr.
Jacobs, or their respective family members or any person in which any of them
individually or collectively holds 30% or more of the voting stock) of
beneficial ownership of 50% or more of the outstanding Common Stock, or (iii) if
the individuals who serve on the Board of Directors as of the date of the
Employment Agreement no longer constitute a majority of the members of the Board
of Directors, provided, however, that any person who becomes a director
subsequent to the date of the Employment Agreement who is elected to fill a
vacancy by a majority of the individuals then serving on the Board shall be
considered as if such person was a member prior to the commencement date.



                                      -6-
<PAGE>




         Martin G. Jacobs, M.D. entered into a medical director agreement with
the Company dated as of April 1, 1994, as amended (the "Medical Director
Agreement"). The Medical Director Agreement provides for an annual base salary
of $111,000 for serving as Corporate Medical Director and agreeing to devote not
less than 500 hours per year to the business of the Company. The Medical
Director Agreement has an initial one year term and renews every anniversary
thereafter, unless terminated by the Board of Directors in writing no later than
90 days preceding the anniversary date. The Medical Director Agreement also
provides that Dr. Jacobs shall participate in any employee benefit plans
established for senior management employees of the Company. The Company has also
agreed to make payments not in excess of $500 per month for an automobile for
Dr. Jacob's use, to pay for disability insurance for Dr. Jacobs and to permit
Dr. Jacobs to participate in stock option plans consistent with other members of
senior management of the Company. The Medical Director Agreement terminates upon
the death of Dr. Jacobs and may be terminated by the Company upon his
disability.



         Each of Mr. A. Trenk, Mr. S. Trenk and Dr. Jacobs has agreed that
during the term of his respective compensation agreement discussed above, he
will not, directly or indirectly, engage in business activities that are
competitive with the Company's activities in any county of any state in the
United States, or any country outside of the United States, in which, during his
employment, the Company conducted any material business or in which its
customers were located. In addition, each such individual has agreed that he
will not solicit or accept business from any customers of the Company or hire
any employees of the Company and shall maintain the Company's proprietary
information during the term of his compensation agreement and for at least one
year after the expiration of such agreement.







                                      -7-
<PAGE>





COMPENSATION PLANS



        DIRECTORS' STOCK OPTION PLAN



         The Directors' Stock Option Plan (the "Directors' Plan") covers
200,000 shares of Common Stock. The Directors' Plan is intended to encourage
directors who are not on the active salaried payroll of the Company (a
"non-employee director") to invest in the Common Stock of the Company in order
to promote long-term shareholder value and increase the non-employee directors'
personal interest in the continued success and progress of the Company.

         The Directors' Plan provides that on July 1 of each year, commencing on
July 1, 1994, each non-employee directors shall, automatically and without
necessity of any action by the Board of Directors, receive a non-statutory
option for 10,000 shares of Common Stock with an exercise price per share equal
to the fair market value of a share as of the date of grant of the option. The
option is exercisable upon payment of the exercise price in cash at any time
during the period commencing one year after the date of the option is granted
and terminating ten years after the date of grant, provided that the person
exercising the option has been at all relevant times a member of the Board of
Directors. A non-employee director must exercise his or her option (to the
extent it is then exercisable) prior to the earlier of three years after leaving
the Board of Directors or the expiration date of the option. Upon the death of a
non-employee director, the option must be exercised prior to the earlier of one
year after such death or the expiration date of the option. Unless sooner
terminated by the Board of Directors, the Directors' Plan terminates in 2004.



        1994 LONG-TERM INCENTIVE AWARD PLAN



         The Company 1994 Long-Term Incentive Award Plan (the "1994 Plan")
covers 300,000 shares of Common Stock pursuant to which officers and key
employees of the Company designated as senior executives are eligible to receive
incentive and/or non-statutory stock options, awards of shares of Common Stock
and stock appreciation rights ("SARs"). The 1994 Plan, which expires in 2004, is
generally administered by the Compensation Committee designated by the Board of
Directors. The Board of Directors in its entirety may also administer the 1994
Plan. The purposes of the 1994 Plan are to assist in attracting, retaining, and
motivating senior executives and to promote the identification of their
interests with those of the shareholders of the Company. Incentive stock options
and SARs granted under the 1994 Plan are generally exercisable during the period
commencing six months after the date the option is granted and terminating ten
years after the date of grant. The exercise prices for incentive stock options
are not less than the fair market value of the Common Stock on the date of the
grant. In addition, a SAR may be exercised only when the fair market value of a
share exceeds either the fair market value per share on the date of grant of the
SAR or the base price of the SAR (which is determined by the Compensation
Committee) if it is not a SAR related to an option. A SAR related to an option
may be exercised only when and to the extent the option is able to be exercised.
No participant in the 1994 Plan is entitled to receive grants of options, SARs
and awards of incentive shares in the aggregate exceeding 25,000 shares per
year.



        1997 EQUITY INCENTIVE PLAN



         The Company 1997 Equity Incentive Plan (the "1997 Plan") covers
2,500,000 shares of Common Stock pursuant to which employees of the Company and
its subsidiaries and other persons who are in a position to make a significant
contribution to the Company and its subsidiaries are eligible to receive
incentive and/or non-qualified options, awards of shares of Common Stock and
SARs. The 1997 Plan, which expires in 2007 is generally administered by the
Compensation Committee designated by the Board of Directors. The Board of
Directors in its entirety may also administer the 1997 Plan. The purposes of the
1997 Plan are to assist in attracting, retaining, and motivating persons who can
make a significant contribution to the Company and to promote the identification
of their interests with those of the shareholders of the Company. Pursuant to
the terms of the 1997 Plan, the Company may grant awards in the form of
incentive stock options, non-statutory stock options, stock appreciation rights,
awards of shares for no cash consideration subject to certain restrictions or
awards of shares to be delivered in the future to employees of the Company and
others who may be in a position to make a significant contribution to the
Company. Incentive stock options, however, may only be issued to employees of
the Company. Stock options granted under the 1997 Plan are generally exercisable
during the period commencing six months after the date of grant of the option
and terminating ten years after the date of grant (five years in the case of an
option granted to a holder of 10% of the issued and outstanding shares of the
Company). Options are generally exercisable at an exercise price which is not
less than the fair market value of the Common Stock on the date of grant. SARs
granted under the 1997 Plan are exercisable during the period established by the
committee (except in the event of death or disability of the holder), or in the
case of a SAR related to an option, the expiration of the related option. In
addition, a SAR may be exercised only when the fair market value of a share
exceeds either the fair market value per share on the date of grant of the SAR
or the base price of the SAR (which is determined by the Compensation Committee)
if it is not a SAR related to an option. A SAR related to an option may be
exercised only when and to the extent the option is able to be exercised.


                                      -8-
<PAGE>


        2000 EQUITY INCENTIVE PLAN



         The Company 2000 Equity Incentive Plan (the "2000 Plan") covers
3,500,000 shares of Common Stock pursuant to which employees of the Company and
its subsidiaries and other persons who are in a position to make a significant
contribution to the Company and its subsidiaries are eligible to receive
incentive and/or non-qualified options, awards of shares of Common Stock and
SARs. The 2000 Plan is generally administered by the Compensation Committee
designated by the Board of Directors. The Board of Directors in its entirety may
also administer the 2000 Plan. The purposes of the 2000 Plan are to assist in
attracting, retaining, and rewarding high-quality executives, employees and
other persons who provide services to the Company and/or its subsidiaries and to
promote the identification of their interests with those of the shareholders of
the Company. Pursuant to the terms of the 2000 Plan, the Company may grant
awards in the form of incentive stock options, non-statutory stock options,
stock appreciation rights, awards of shares for no cash consideration subject to
certain restrictions or awards of shares to be delivered in the future to
employees of the Company and others who may be in a position to make a
significant contribution to the Company. Options are generally exercisable at an
exercise price which is not less than the fair market value of the Common Stock
on the date of grant. SARs granted under the 2000 Plan are exercisable during
the period established by the committee (except in the event of death or
disability of the holder), or in the case of a SAR related to an option, the
expiration of the related option. In addition, a SAR may be exercised only when
the fair market value of a share exceeds either the fair market value per share
on the date of grant of the SAR or the base price of the SAR (which is
determined by the Compensation Committee) if it is not a SAR related to an
option. A SAR related to an option may be exercised only when and to the extent
the option may/can be exercised.


        401(K) PLAN


         In January 1994, the Company adopted a salary deferral and savings plan
(the "Savings Plan") which is qualified under section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code") and includes a qualified cash or
deferred arrangement under Section 401(k) of the Code. Subject to limits set
forth in the Code, an employee who meets certain age and service requirements
may participate in the Savings Plan by contributing through payroll deductions
up to 15% of compensation into an account-established for the participating
employee and may allocate amounts in such account among a variety of investment
vehicles. The Company makes matching contributions to an employee's account in
an amount of up to and including 10% of the first 6% of the compensation
contributed by each employee. The Savings Plan also provides for loans to, and
withdrawals by, participating employees, subject to certain limitations.



                                      -9-
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



         The following table sets forth certain information as of April 27,
2001, regarding the beneficial ownership of the Common Stock of TechSys and the
common stock of TechTron by each director and executive officer, and by all
directors and executive officers as a group, and by each person known to be the
beneficial owner of more than five percent of the outstanding Common Stock. The
Company has been advised that each beneficial owner listed below has sole voting
and dispositive power with respect to such shares unless otherwise noted in the
footnotes below.
<TABLE>
<CAPTION>

                                                                         PERCENT OF
                                    AMOUNT AND NATURE OF                OUTSTANDING
                                    BENEFICIAL OWNERSHIP                COMMON STOCK
                                    --------------------------------------------------

NAME AND ADDRESS                      COMPANY            TECHTRON     COMPANY        TECHTRON
OF BENEFICIAL OWNER(1)             COMMON STOCK        COMMON STOCK  COMMON STOCK   COMMON STOCK
------------------------------------------------------------------------------------------------


<S>                                  <C>                  <C>          <C>         <C>
Lazar & Company, I.G., LLC           2,500,000(2)           --        40.17 %       --

TechTron, Inc.                       1,381,976(3)           --        35.22 %       --

Alvin S. Trenk                         798,100(4)            975      46.65 %         97.50%

Steven L. Trenk                        776,000(5)            975      45.93 %         97.50%

Martin G. Jacobs, M.D                  775,000(6)            975      45.91 %         97.50%

Jeffrey B. Mendell                     210,000(7)           --        5.08 %        --

Stanley B. Amsterdam                   102,485(8)           --        2.55 %        --

Mark N. Raab                            95,000(9)           --        2.36 %        --

H. William Gordon                        0(10)              --           --         --

All Directors and Officers

 as a Group (6 persons)              4,138,561               975      62.44 %         97.50%

<FN>


(1)  The address of each beneficial owner is 147 Columbia Turnpike, Suite 109,
     Florham Park, New Jersey 07932.

(2)  Represents (i) 200,000 shares of Common Stock and (ii) a warrant to
     purchase up to 2,300,000 shares of Common Stock exercisable at $3.00 per
     share issued pursuant to a Securities Purchase Agreement dated June 2,
     2000, as amended December 5, 2000.

(3)  Represents shares of Common Stock held by TechTron, Inc., a principal
     shareholder of the Company. Alvin S. Trenk, Steven L. Trenk and Martin G.
     Jacobs, M.D., officers and directors of the Company, are officers,
     directors and principal stockholders of TechTron and directly own an
     aggregate of approximately 97.5% of the outstanding common stock of
     TechTron. Messrs. Trenk and Dr. Jacobs are treated as a group herein for
     purposes of determining beneficial ownership.




                                      -10-
<PAGE>



(4)  Mr. A. Trenk serves as a director of the Company. Includes (i) 450,000
     shares issuable upon exercise of a warrant exercisable at $3.00 per share
     which was issued as an additional incentive for Mr. A. Trenk to help the
     Company complete transactions in the technology sector (the warrant is
     subject to certain vesting criteria based upon the Company's Market
     Capitalization, as such term is defined in the warrant), (ii) 150,000
     shares issuable upon exercise of options exercisable at $1.4375 per share
     which were issued under the Company's 1997 Equity Incentive Plan, and (iii)
     150,000 shares issuable upon exercise of options exercisable at $1.875
     which were issued under the 1997 Plan. Does not include 80,000 shares
     issuable upon exercise of a warrant held by Holding Capital Management,
     LLC, an entity in which Mr. A. Trenk holds 10% of the outstanding
     securities. Mr. A. Trenk may also be considered to beneficially own, and to
     have shared investment and voting power with respect to, all shares of
     Common Stock owned by TechTron.



(5)  Mr. S. Trenk serves as Chairman, President, Chief Operating Officer and a
     director of the Company. Represents (i) 450,000 shares issuable upon
     exercise of a warrant exercisable at $3.00 per share which was issued as an
     additional incentive for Mr. S. Trenk to help the Company complete
     transactions in the technology sector (the warrant is subject to certain
     vesting criteria based upon the Company's Market Capitalization, as such
     term is defined in the warrant), (ii) 150,000 shares issuable upon exercise
     of options exercisable at $1.4375 per share which were issued under the
     1997 Plan, (iii) 104,000 shares issuable upon exercise of options
     exercisable at $1.15625 per share which were issued under the 1997 Plan,
     (v) 25,000 shares issuable upon exercise of options exercisable at $1.875
     per share which were issued under the Company's 1994 Long Term Incentive
     Award Plan, and (vi) 1,000 shares held in the name of Mr. S. Trenk's
     children. Mr. S. Trenk may also be considered to beneficially own, and to
     have shared investment and voting power with respect to, all shares of
     Common Stock owned by TechTron.



(6)  Dr. Jacobs serves as Corporate Medical Director and a director of the
     Company. Represents (i) 450,000 shares issuable upon exercise of a warrant
     exercisable at $3.00 per share which was issued as an additional incentive
     for Dr. Jacobs to help the company complete transactions in the technology
     sector (the warrant is subject to certain vesting criteria based upon the
     Company's Market Capitalization, as such term is defined in the warrant),
     (ii) 150,000 shares issuable upon exercise of options exercisable at
     $1.4375 per share which were issued under the 1997 Plan, (iii) 101,000
     shares issuable upon exercise of options exercisable at $1.875 per share
     which were issued under the 1997 Plan, (iv) 49,000 shares issuable upon
     exercise of options exercisable at $1.15625 per share which were issued
     under the 1997 Plan, and (v) 25,000 shares issuable upon exercise of
     options exercisable at $1.875 per share which were issued under the 1994
     Plan. Dr. Jacobs may also be considered to beneficially own, and to have
     shared investment and voting power with respect to, all shares of Common
     Stock owned by TechTron.



(7)  Mr. Mendell serves as a director of the Company. Represents (i) 70,000
     shares issuable upon exercise of options issued in increments of 10,000
     shares annually under the Directors' Plan exercisable at $5.75, $5.875,
     $3.875, $1.00, $2.00, $3.9375 and $3.875 per share, (ii) 40,000 shares
     issuable upon exercise of options exercisable at $1.875 per share, (iii)
     50,000 shares issuable upon exercise of options exercisable at $1.4375
     issued under the 1997 Plan, and (iv) 50,000 shares issuable upon exercise
     of options exercisable at $3.50 per share which were issued under the 2000
     Plan.



(8)  Mr. Amsterdam serves as a director of the Company. Includes (i) 30,000
     shares issuable upon exercise of options issued in increments of 10,000
     shares annually under the Directors' Plan exercisable at $2.00, $3.9375 and
     $3.875 per share, (ii) 20,000 shares issuable upon exercise of options
     exercisable at $2.375 per share issued under the 1997 Plan, and (iii)
     50,000 shares issuable upon exercise of options excercisable at $3.50 per
     share which were issued under the 2000 Plan.



(9)  Mr. Raab serves as Chief Financial Officer and Secretary of the Company.
     Represents (i) 250 shares issuable upon exercise of options exercisable at
     $1.875 per share, 2,500 shares issuable upon exercise of options
     exercisable at $1.75 per share, 10,000 shares issuable upon exercise of
     options exercisable at $2.00 per share, 37,250 shares issuable upon
     exercise of options exercisable at $2.375 per share, and 25,000 shares
     issuable upon exercise of options exercisable at $2.00 per share which were
     issued under the 1997 Plan, and (ii) 20,000 shares issuable upon exercise
     of options exercisable at $3.50 per share which were issued under the 2000
     Plan.

(10) Mr. Gordon was hired as the Company's Chief Executive Officer in September
     2000. In connection with the termination of Mr. Gordon's employment in
     December 2000, all options issued to Mr. Gordon were canceled.
</FN>
</TABLE>



                                      -11-
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

DRY CLEANING TRANSACTIONS



         On November 16, 1999, the Company sold its majority interest in United
to UDC Acquisition Corp, Inc. ("UDC Acquisition"), an Arizona corporation,
pursuant to terms of a Stock Purchase Agreement. The majority of the outstanding
common stock of UDC Acquisition is owned by Jeffrey M. Trenk, brother of Steven
L. Trenk, son of Alvin S. Trenk and nephew of Martin G. Jacobs, collectively,
the Certain Executive Officers. The aggregate purchase price for the Company's
stock interest, $10,000, was offset against amounts due to Jeffrey M. Trenk from
the Company.



         Under the terms of the sale, UDC Acquisition acquired substantially all
of the assets and liabilities of United at the time of sale. The sale included
net fixed assets of $199,292, a write-off of net goodwill of $588,959 offset by
a relief from liabilities of $1,544,015. In 2000, the Company recognized a gain
related to the sale of $755,764 after UDC Acquisition notified the Company that
it had executed a settlement agreement with the former owners. As of December
31, 2000, the Company had advanced $6,349 to UDC Acquisition, net of repayments.
The Company has obtained a demand promissory note for the advances. The note
bears interest at a rate of 8% per annum and has been guaranteed by Jeffrey M.
Trenk, President of UDC Acquisition.



         Jeffrey M. Trenk currently provides consulting services to the
Company's dry cleaning operation and is paid approximately $120,000 per year. On
March 21, 2000, the Company awarded 30,000 shares of the Company's Common Stock,
valued at $180,000, as additional compensation to Jeffrey M. Trenk.



INSIDER LOANS



         In 1998 and 1997, respectively, the Company loaned $350,000 and $35,000
to the President of the Company. The President executed promissory notes for
these advances which were due and payable in full within one year. In 1999, the
Company received $55,000 from the President, representing payment of the 1997
loan and partial payment of the 1998 advances. The notes relating to the 1998
advances bear interest at a rate imputed by the Internal Revenue Service for
instruments having a maturity of one or more years (4.33% to 5.58%). The Company
has extended the term of the notes to be payable prior to December 31, 2002.



TRANSACTIONS WITH TECHTRON



         As of December 31, 1999, the Company had advanced $504,567 to TechTron,
Inc. ("TechTron"), a company of which most of the outstanding shares are owned
by certain executive officers of the Company. During 2000, the Company advanced
an additional $50,455 to TechTron. The Company has obtained demand promissory
notes from TechTron for all of the advances. TechTron has notified the Company
that it has received proceeds from settled litigation and intends to repay the
Company for advances made by the Company to TechTron. The Company received
payments aggregating $200,000 in 2000 from TechTron which were applied towards
principal amounts due from TechTron. Repayment of remaining amounts due from
TechTron are anticipated in 2001. Most of the notes issued in connection with
these advances bear interest at a rate of 8% per annum. All amounts due from
TechTron are unsecured and are guaranteed by certain executive officers.




                                      -12-
<PAGE>




DIALYSIS BUSINESS



         On January 29, 1998, UMDC sold substantially all of its assets to Renal
Research Institute, LLC ("RRI") pursuant to the terms of an Asset Purchase
Agreement (the "RRI Purchase Agreement") among UMDC, RRI and the shareholders of
UMDC for an aggregate purchase price of approximately $7,984,000 (the "RRI
Sale"). Fifty percent of the outstanding common stock of UMDC is owned by
certain executive officers. At the January 29, 1998 closing (the "First RRI
Closing"), RRI paid approximately $4,174,000 in partial payment for the assets
of UMDC. UMDC retained its accounts receivable, cash and cash equivalents in the
transaction, as well as certain liabilities of UMDC outstanding as of the date
of the First RRI Closing. Under the terms of the Purchase Agreement, Beth Israel
Medical Center applied for approval from the New York State Department of Health
(the "NY Approval") to operate the in-center dialysis facility currently
operated by UMDC. In February 2001, RRI paid additional amounts aggregating
approximately $3,279,000, representing the remainder of the purchase price less
the net value of certain current assets retained by UMDC.



         The Company previously loaned monies to, and incurred additional
liabilities on behalf of, UMDC and certain of its shareholders, of which
approximately $3,452,000 was outstanding as of the date of the First RRI
Closing. As of the date of the sale, UMDC owed the Company approximately
$1,389,000 in various accrued consulting and service fees. At the time of the
First RRI Closing, the Company received approximately $2,665,000 from UMDC. The
Company received additional payments aggregating $415,082 in 2000 and $310,000
in 1998 from UMDC subsequent to the First RRI Closing through December 31, 2000.
Amounts due from consulting customer as of December 31, 2000 consist of the
$1,279,890 payment received subsequent to year end. Accordingly, in 2000 the
Company recorded $1,694,972 in additional revenues related to payments from UMDC
in 2000 and 2001 not previously recorded as receivables due to realization
uncertainties.



         As of December 31, 2000 and 1999, $81,466 and $109,829, respectively,
was payable to Alpha. At December 31, 2000 and 1999, $22,421 and $13,566,
respectively, was due from CDBI. Alpha and CDBI are former consulting customers
of the Company. All of the outstanding Common Stock of Alpha and CDBI is owned
by certain executive officers. The Company had a consulting and services
agreement with CDBI which provided for payments of $20,000 per month.



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

         The exhibits that are filed with this report, or that are incorporated
herein by reference, are set forth in the Exhibit Index beginning on page E-1.



          (b)  A report on Form 8-K was filed by the Company on October 12, 2000
               under Item 5 - Other Events relating to the Exchange Agreement
               between the Company and Technology Keiretsu, LLC in which the
               Company exchanged its interest in Little Universe, LLC for an
               increase in the Company's interest in Technology Keiretsu, LLC.








                                      -13-
<PAGE>




                                   SIGNATURES



         In accordance with the requirements of Section 13 or 15(d) of the
Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



                                                 TECHSYS, INC.



Date: May 1, 2001                                 By: STEVEN L. TRENK
                                                  -------------------
                                                      Steven L. Trenk, Chairman



         In accordance with the Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant in the capacities
and on the dates indicated.



Signature                       Capacity in Which Signed               Date
---------                       ------------------------               ----

/S/ STEVEN L. TRENK             Chairman and President               May 1, 2001
--------------------            (Principal Executive Officer)
Steven L. Trenk                 Chief Operating Officer
                                Director

/S/ MARTIN G. JACOBS, M.D.      Corporate Medical Director           May 1, 2001
--------------------------      & Director

/S/ ALVIN S. TRENK              Director                             May 1, 2001
------------------
Alvin S. Trenk


/S/ STANLEY B. AMSTERDAM        Director                             May 1, 2001
------------------------
Stanley B. Amsterdam


/S/ JEFFREY B. MENDELL          Director                             May 1, 2001
----------------------
Jeffrey Mendell


/S/ MARK N. RAAB                Chief Financial Officer              May 1, 2001
----------------                (Principal Financial Officer)
Mark N. Raab



                                      -14-
<PAGE>




                                  EXHIBIT INDEX



Exhibit
Number                                                    Description





* 3.1     Certificate of Incorporation, together with Certificate of Amendment
          of Company.

* 3.2     By-Laws of Registrant.

* 4.1     Specimen Form of Common Stock Certificate.

* 4.2     Specimen Form of Warrant.

* 4.3     Form of Warrant Agreement.

*10.2     Medical Director Agreement between Continental Choice Care, Inc. and
          Martin G. Jacobs, M.D. Dated March 1, 1994.

*10.3     Agreement dated December 31, 1993, by and among Alvin S. Trenk, Steven
          L. Trenk, Martin G. Jacobs, M.D., Alpha Administration Corp. And
          Continental Dialysis, Inc.

*10.4     Guaranty made as of December 31, 1993 and among Alvin S. Trenk, Steven
          L. Trenk and Martin G. Jacobs, M.D. in favor of Continental Dialysis,
          Inc.

*10.5     Assumption of Guaranty Agreement dated as of December 31, 1993 by and
          among Alvin S. Trenk, Steven L. Trenk, Martin G. Jacobs, M.D. and
          Continental Dialysis, Inc.

*10.6     Promissory Note of Alpha Administration Corp. Dated April 24, 1994 in
          the principal amount of $300,000 payable to Continental Dialysis, Inc.

*10.7     Letter proposal dated May 8, 1992 from Continental Dialysis, Inc.,
          signed by Steven L. Trenk to Thomas D. Farrell, Supervisor of the
          Health Services Unit of the New Jersey State Department of
          Corrections.

*10.8     Letter proposal dated October 4, 1993 from Steven L. Trenk to Thomas
          D. Farrell, Supervisor of the New Jersey State Department of
          Corrections Health Services Unit.

*10.9     Form of Transfer and Affiliation Agreement.

*10.10    Form of Alternate Care Facility Dialysis Agreement.

*10.11    Form of Provider Agreement.

*10.12    Provider Agreement between LDL Med Corp. And Elois Rogers-Phillips,
          M.D., P.A. dated May 1, 1993.

*10.13    Form of Continental Dialysis Acute Care Agreement.



                                       E-1
<PAGE>

 .10.14    Consulting Agreement between Continental Choice Care, Inc. and Trenk
          Enterprises, Inc. dated April 1, 1994.

 .10.15    Employment Agreement between Continental Choice Care, Inc. and Steven
          L. Trenk dated April 1, 1994.

 .10.16    Employment Agreement between LDL Med Corp. And Darlene Domenick dated
          March 1, 1994.

*10.17    Office Lease Agreement between Riveredge Plaza Associates and
          Continental Dialysis, Inc. for the lease of premises located at 25-B
          Vreeland Road, Florham Park, Morris County, New Jersey.

*10.18    First Amendment to Lease Agreement between Metropolitan Life Insurance
          Company and Continental Dialysis, Inc. for the lease of premises
          located at 25-B Vreeland Road, Florham Park, New Jersey.

*10.19    Agreement of Sub-Lease among Courthouse Convalescence Center, Inc.,
          Courthouse Dialysis Center, Inc. and Continental Dialysis, Inc. as
          guarantor for Tenant dated February 1, 1992.

*10.20    Equipment Purchase Agreement between Baxter Health Care Corp. and
          Continental Dialysis, Inc.

*10.21    Equipment Lease Agreement and Purchase Option with Macrolease
          International Corporation.

*10.22    Maintenance Agreement between Baxter Health Care Corp. and Continental
          Dialysis, Inc. dated August 1, 1993.

*10.23    Nationwide Life Insurance Company Salary Deferral (401k) and Savings
          Prototype Profit Sharing Plan and Trust, Plan No. 001, Standardized--
          Integrated and Non-Integrated.

*10.24    Continental Choice Care, Inc. 1994 Long-Term Incentive Award Plan.

*10.25    Continental Choice Care, Inc. Directors' Stock Option Plan.

*10.26    Midlantic National Bank Continuing Unlimited Guaranty by Continental
          Choice Care, Inc. and Choice Care, Inc. on behalf of Choice Care
          Infusion Services, Inc. and LDL Med Corp.

*10.27    Neuman Wholesale Drug Company line of credit dated December 19, 1990
          extended to LDL Med. Corp.

*10.28    Administrative and Service Agreement for Home Based Peritoneal
          Dialysis dated as of May 1, 1999 between Continental Choice Care, Inc.
          and National Nephrology Foundation, Inc.

*10.29    Consulting and Service Agreement dated December 29, 1993 between
          Continental Choice Care, Inc. and Alpha Administration Corp.

*10.30    Consulting and Service Agreement dated December 3, 1993 between Alpha
          Administration Corp. and National Nephrology Foundation, Inc.







                                       E-2




<PAGE>




*10.31    Consulting and Service Agreement made as of December 29, 1993 by and
          between Continental Choice Care, Inc. and Continental Dialysis of the
          Bronx, Inc.

*10.32    Amended and Restated Option Agreement and exhibit A dated December 13,
          1993 between Alpha Administration Corp. And National Nephrology
          Foundation, Inc.

*10.33    Agreement dated December 29, 1993 between Continental Choice Care,
          Inc. and Alpha Administration Corp.

*10.34    Consent to Employment of Employees of National Nephrology Foundation,
          Inc. by Alpha Administration Corp. dated December 13, 1993.

*10.35    Related Agreement dated December 13, 1993 between Alpha Administration
          Corp. and National Nephrology Foundation, Inc.

*10.36    Acquisition Agreement by and among the Company, Alvin S. Trenk, Steven
          L. Trenk and Martin G. Jacobs, M.D. dated December 29, 1994.

*10.37    Agreement dated May 16, 1994 among the Company, Jonathan Lorch, M.D.
          and Stanley Cortell, M.D.

 .10.38    Agreement dated September 4, 1994 by and between the Company and Jeff
          Ellentuck, Esq.

*10.39    Store Lease Agreement between 233rd St. Partnership, L. P. and
          Continental Dialysis of the Bronx, Inc. and accompanying Guaranty of
          the Company for the lease of premises located at 170 West 33rd Street,
          Bronx, New York.

*10.40    Form of Guaranty made as of December 31, 1994 by and among Alvin S
          Trenk, Steven L. Trenk, and Martin G. Jacobs, M.D. in favor of
          Continental Dialysis, Inc.

*10.41    Promissory Note of Alpha Administration Corp. dated December 31, 1994
          in the principal amount of $265,000 payable to Continental Dialysis,
          Inc.

 ..10.42   Form of Agreement and Plan of Merger dated April 26, 1995 by and
          between the Company and International Nursing Services, Inc.

@@10.43   Asset Purchase Agreement dated February 21, 1996 among Renal Treatment
          Centers - New Jersey, Inc., RTC Supply, Inc., Courthouse Dialysis,
          Inc. and Continental Dialysis, Inc.

--10.44   Asset Purchase Agreement dated February 12, 1997, by and among the
          Company, Continental Dialysis, Inc., Choice Care, Inc., CDBI, Choice
          Staffing, Inc., Dialysis Staffing, Inc., Choice Care Infusion
          Services, Inc. (Delaware), Choice Care Infusion Services, Inc. (New
          York), Alpha, UMDC and IHS, with attached Acknowledgments.
          Exhibits omitted.

@10.47    Purchase Agreement dated as of June 7, 2000 by and between Continental
          Choice Care, Inc. and Lazar & Company I.G., LLC (1)

@10.48    Common Stock Purchase Warrant Certificate dated August 21, 2000 issued
          by Continental Choice Care, Inc. to Lazar & Company I.G., LLC (1)

@10.51    Common Stock Purchase Warrant Certificate dated August 21, 2000
          issued by Continental Choice Care, Inc. to Alvin S. Trenk (1)


                                      E-3




<PAGE>








@10.52    Common Stock Purchase Warrant Certificate dated August 21, 2000,
          issued by Continental Choice Care, Inc. to Steven L. Trenk (1)

@10.53    Common Stock Purchase Warrant Certificate dated August 21, 2000,
          issued by Continental Choice Care, Inc. to Martin G. Jacobs, M.D. (1)

@10.54    Purchase Agreement dated as of August 31, 2000 by and between TechSys,
          Inc. and Technology Keiretsu, LLC (2)

@10.55    Warrant to purchase 30,000 shares of Common Stock issued to Ryan, Beck
          & Co., Inc.

@10.56    Warrant to purchase 3,750 shares of Common Stock issued to Ryan, Beck
          & Co., Inc.

@10.57    Warrant to purchase 20,625 shares of Common Stock issued to Randy F.
          Rock

@10.58    Warrant to purchase 20, 625 shares of Common Stock issued to Michael
          J. Kollender

@10.59    Warrant to purchase 10,000 shares of Common Stock issued to Ryan, Beck
          & Co., Inc.

@10.60    Warrant to purchase 1,250 shares of Common Stock issued to Ryan, Beck
          & Co., Inc.

@10.61    Warrant to purchase 6,875 shares of Common Stock issued to Randy F.
          Rock.

@10.62    Warrant to purchase 6,875 shares of Common Stock issued to Michael J.
          Kollender

@10.63    Replacement Warrant Agreement dated October 3, 1996 between the
          Company and Josephthal & Co., Inc.

@10.64    Replacement Warrant Agreement dated October 3, 1996 between the
          Company and Randy F. Rock.

@10.65    Warrant Agreement dated October 3, 1996 between the Company and John
          E. D'Elisa.

@10.66    Warrant Agreement dated October 3, 1996 between the Company and Mark
          E. Brefka.

@10.67    Warrant Agreement dated October 3, 1996 between the Company and Jerald
          Belofskey.

@10.68    Warrant to purchase 50,000 shares of Common Stock issued to Alliant
          Technologies, LLC.

@10.69    Warrant to purchase 100,000 shares of Common Stock issued to Holding
          Capital Management, LLC

@10.70    Warrant to purchase 50,000 shares of Common Stock issued to The Equity
          Group, Inc.

_ 10.70   Employment Agreement dated as of September 5, 2000 by and between
          TechSys, Inc. and H. William Gordon (incorporated by reference to the
          Company's current Report on Form 8-K filed on September 22, 2000).

-10.71    Office Lease Agreement between G. S. 505 Park, LLC and Continental
          Choice Care, Inc. for the lease of premises located at 505 Park
          Avenue, New York, New York.

-10.72    Agreement dated September 21, 2000 between TechSys, Inc. and Ryan
          Beck.





                                       E-4




<PAGE>


-10.73    Agreement dated September 21, 2000 among TechSys, Inc., Josephthal,
          Lyon & Ross, Inc., Randy F. Rock, Mark E. Brefka, Jerald Belofskey and
          John E. D'Elise.

+10.74    TechSys, Inc. 2000 Incentive Compensation Plan.

**10.75   The Inter-Party Agreement among the Company, Quorum Communications,
          Inc., TelaLink Network, Ltd., Country Road Communications, Inc., The
          Prudential Insurance Company of America and various other third
          parties, dated January 19, 2000.

--10.76   The Right to Purchase Warrant Agreement between the Company and Lazar
          & Company I.G., LLC dated December 5, 2000 is included in this report
          beginning on page 1 of the Exhibits.

__ 10.77  Agreement and Plan of Merger, dated as of April 5, 2001, by and among
          the Company, Newco TKSS, Inc., and Fuel Cell Companies, Inc.

__10.78   Amendment of Company's Right to Purchase Warrant and Cancellation of
          Rights, dated as of April 5, 2001, by and between the Company and
          Lazar & Company I.G., LLC.

23.1      Consent of Arthur Andersen LLP dated April 2, 2001





*       Filed with the Company's Registration Statement on Form SB-2
        (Registration No. 33-78288)

_       Filed with the Company's Report on Form 8-K filed October 3, 1994.

 .       Management contract or compensatory plan or arrangement.

*       Filed with the Company's Annual Report on Form 10-KSB for the fiscal
        year ended December 31, 1994.

 ..      Filed with the Company's Report on Form 8-K filed May 4, 1995.

@@      Filed with the Company's Report on Form 8-K filed February 27, 1996.

--      Filed with the Company's Report on Form 8-K filed February 28, 1997.

_       Filed with the Company's Report on Form 10QSB/A filed December 7, 2000.

+       Filed with the Company's Registration Statement on Form 8-K on October
        11, 2000.

                 (Registration No. 333-47756) as Exhibit 10.72.

@       Filed with the Company's Registration Statement on Form S-3 on September
        8, 2000

                          (Registration No. 333-45492)

**      Filed with the Company's Annual Report on Form 10-KSB for the fiscal
        year ended December 31, 1999 as Exhibit 10.0

++      Filed with the Company's Report on Form 8-K filed February 19, 1999.

__      Filed with the Company's Report on Form 8-K filed April 30, 2001.

--      Filed with the Company's Annual Report on Form 10-KSB for the fiscal
        year ended December 31, 2000 filed April 2, 2001.









                                       E-5


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