Page Numbered in accordance with Rule 0-3(b). Page 1 of 17.
                   The Exhibit Index can be found on Page 13.

                  
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 FORM 10-QSB/A-1

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                          OF THE SECURITIES ACT OF 1934

                        For the transition period from to

                         Commission File Number 0-10329

                            AW COMPUTER SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

                       New Jersey  22-1991981
(
State or other  jurisdiction  of
          (IRS Employer Identification No.)
           incorporation or organization)

              9000A Commerce Parkway, Mt. Laurel, New Jersey 08054
                    (Address of principal executive offices)

                                  609-234-3939
                         (Registrant's telephone number)

                                       N/A
            (Former name, address and former fiscal year, if changed
                               since last report)

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the past 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

As of November 11, 1997,  there were issued and  outstanding  6,670,567  Class A
Common Shares of the Company.

<PAGE>
           Page numbered in accordance with Rule 0-3(b). Page 2 of 17.

                                     PART I

                              FINANCIAL INFORMATION
                                   (UNAUDITED)

Item 1.  Interim Financial Statements

         Contents:

                  Consolidated Statements of Operations for three and nine month
                  periods ended September 30, 1997 and 1996.

                  Consolidated  Balance  Sheets  as of  September  30,  1997 and
                  December 31, 1996.

                  Consolidated  Statements  of  Cash  Flow  for the  nine  month
                  periods ended September 30, 1997 and 1996.

                  Notes to Interim Consolidated Financial Statements.
<PAGE>
           Page numbered in accordance with Rule 0-3(b). Page 3 of 17.
<TABLE>
<CAPTION>

                            AW COMPUTER SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
     FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996
                                   (UNAUDITED)

         Three Months                                                        Nine Months

    1997            1996                                                   1997          1996
<S>            <C>            <C>                                     <C>            <C>

$   385,228    $   238,470    Revenues                                $   816,020    $   714,462

    289,540        587,591    Costs of revenues                           969,798      1,575,690
  ---------      ---------                                              ---------      ---------

     95,688     (  349,121)                                            (  153,778)    (  861,228)
  ---------      ---------                                              ---------      ---------

    486,267        590,228    Selling, general and administrative       1,941,024      1,939,871
     11,141          1,434    Development                                  40,621         84,906
     28,327         12,780    Interest                                     54,846         51,211
  ---------      ---------                                              ---------      ---------
    525,735        604,442                                              2,036,491      2,075,988
  ---------      ---------                                              ---------      ---------

      1,297          2,987    Interest income                               8,818         19,878

 (  428,750)    (  950,576)   Loss before income taxes                 (2,181,451)    (2,917,338)

       --             --      Income tax benefit                            --             --
  ---------      ---------                                              ---------      ---------

$(  428,750)   $(  950,576)   Net loss                                $(2,181,451)   $(2,917,338)
  =========      =========                                              =========      =========




    $(.07)         $(.17)     Net loss per share                        $(.33)          $(.58)

  6,670,567      5,734,306    Average shares outstanding               6,659,703       5,072,448

<FN>

               The accompanying notes are an integral part of the
                       consolidated financial statements.
</FN>
</TABLE>

<PAGE>
           Page numbered in accordance with Rule 0-3(b). Page 4 of 17.
<TABLE>

                            AW COMPUTER SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
                                   (UNAUDITED)

                                     ASSETS
                                                                                1997           1996
<S>                                                                         <C>           <C>

Current assets:
Cash and cash equivalents                                                   $    49,089   $   919,621
   Accounts and contract receivables, less allowance for doubtful
     accounts of $42,125 and  $112,350 in 1997 and 1996                         230,692        78,380
   Costs and estimated earnings in excess of billings on
     uncompleted contracts                                                         --         200,015
   Inventories                                                                   51,589        56,589
   Prepaid and other current assets                                              25,367        36,854
                                                                               ---------    ---------
     Total current assets                                                       356,737     1,291,459
Property and equipment, net                                                     318,046       511,579
Computer software, net                                                          669,351       669,351
Other assets                                                                     27,308        27,308
                                                                              ---------     ---------
     Total Assets                                                           $ 1,371,442   $ 2,499,697
                                                                             ==========    ==========

                      LIABILITIES AND SHAREHOLDERS EQUITY

Current liabilities:
   Note Payable                                                             $   773,750   $     --
   Current portion of long-term debt                                             95,448       570,368
   Accounts payable                                                             104,853       147,195
   Accrued contract costs                                                       308,406       408,406
   Accrued liabilities                                                          254,949       269,371
   Accrued compensation                                                         310,152       177,362
   Other current liabilities                                                     46,610        41,755
                                                                              ---------     ---------
     Total current liabilities                                                1,894,168     1,614,457
Deferred compensation payable                                                   216,508       162,608
                                                                              ---------     ---------
Total liabilities                                                             2,110,676     1,776,965

Commitments and Contingencies

Shareholder's Equity
   Preferred Stock - No Par Value:
   Authorized 4,950,000 shares in 1997 and 5,000,000 shares in
      1996 and zero issued and outstanding in 1997 and 1996                        --           --
   Preferred Stock - Series A 10% Redeemable
   Authorized 50,000 and zero shares; 6,356 and zero shares
     issued and outstanding in 1997 and 1996, respectively                      635,600         --
   Common stock:
     Class A, $.01 par; authorized 25,000,000 and 10,000,000
       shares; 6,670,567 and 6,638,067 issued and outstanding
       in 1997 and 1996, respectively                                            66,706        66,381
   Additional paid-in capital                                                 4,535,495     4,431,860
   Retained earnings (Deficit)                                               (5,882,035)   (3,680,509)
   Stock subscription - related party                                        (   95,000    (   95,000)
                                                                              ---------     ---------
     Total shareholders' equity                                              (  739,234)      722,732
                                                                              ---------     ---------
     Total liabilities and shareholders' equity                             $ 1,371,442   $ 2,499,697
                                                                              =========     =========

<FN>

               The accompanying notes are an integral part of the
                       consolidated financial statements.
</FN>
</TABLE>

<PAGE>
           Page numbered in accordance with Rule 0-3(b). Page 5 of 17.

<TABLE>
<CAPTION>

                            AW COMPUTER SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
   
          FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996
    

                                   (UNAUDITED)
   
                                                                    Nine Months
    
                                                             1997               1996
<S>                                                     <C>                 <C>

Cash flows, from operating activities:
   Net income (loss):                                   $(2,181,451)        $(2,917,338)
Adjustments to reconcile net
   income to net cash provided
   by/(used in) operating activities:
   Depreciation and amortization                            180,669             227,620
   Amortization of unearned compensation                      --                 35,566
   Decrease (increase) in:
     Accounts receivable                                 (  152,312)            411,753
     Costs and estimated earnings
       on uncompleted contracts                             200,015             391,311
     Inventories                                              5,000             310,193
     Income taxes receivable                                   --               280,445
     Prepaid expenses                                        11,487              46,707
     Other assets                                              --            (   98,981)
   Increase (decrease) in:
     Accounts payable                                    (   42,342)         (  108,853)
     Accrued liabilities                                 (   14,422)            140,978
     Accrued cost                                        (  100,000)             75,753
     Accrued compensation                                   132,790               --
     Other liabilities                                       58,855              86,467
                                                          ---------           ---------

Net cash provided by (used in)
   operating activities                                  (1,901,711)         (1,118,379)
                                                          ---------           ---------
Cash flows, from investing activities:
   Capital expenditures                                  (    5,663)         (   95,270)
   Capital disposals                                         18,527              --
   Computer software capitalized                              --             (  261,796)
                                                          ---------           ---------
Net cash (used in) investing activities                      12,864          (  357,066)
                                                          ---------           ---------
Cash flows, from financing activities:
   Net borrowing (payments):
     Proceeds from long term debt                             --                 20,368
     Long-term debt and lease obligations                (  474,920)         (  229,383)
     Notes payable                                          773,750               --
   Proceeds from issuance of common shares                   34,240           2,407,665
   Proceeds from issuance of preferred shares               635,600               --
   Payment of dividends                                  (   20,075)              --
   Additional paid in capital from debt exchange             69,720               --
                                                          ---------           ---------
Net cash provided by (used in) financing activities       1,018,315           2,198,650
                                                          ---------           ---------
Increase (decrease), cash and cash equivalents              870,532             732,205
Cash and cash equivalents:
   Beginning of period                                      919,621             848,560
                                                          ---------           ---------
   End of period                                        $    49,089         $ 1,571,765
                                                          =========           =========
<FN>

               The accompanying notes are an integral part of the
                       consolidated financial statements.
</FN>
</TABLE>

<PAGE>

           Page numbered in accordance with Rule 0-3(b). Page 6 of 17.



                            AW COMPUTER SYSTEMS, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1997
                                   (UNAUDITED)


1.        Interim Financial Reporting

         The accompanying  unaudited consolidated financial statements have been
         prepared in accordance with generally  accepted  accounting  principles
         for interim financial  information and the instructions to Form 10-QSB.
         Accordingly,  they do not include  all the  information  and  footnotes
         required by  generally  accepted  accounting  principles  for  complete
         financial  statements.  In the opinion of management,  all  adjustments
         (which include only normal recurring  adjustments) necessary to present
         fairly the financial  position,  results of operations,  and cash flows
         for the periods presented have been made. The results of operations for
         the three month period and nine month period ended  September  30, 1997
         are not  necessarily  indicative of the  operating  results that may be
         expected for the entire year ending December 31, 1997.  These financial
         statements should be read in conjunction with the Company's Form 10-KSB
         for the fiscal year ended December 31, 1996.

2.       Prior  year  financial  statements  have been  restated  to  conform to
         present year presentation.
<PAGE>

           Page numbered in accordance with Rule 0-3(b). Page 7 of 17.

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.

          Statement Regarding Forward-Looking Statements

          The statements contained in this Report that are not purely historical
are  forward-looking  statements  within  the  meaning  of  Section  27A  of the
Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934,
including  statements  regarding the Company's  "expectations",  "anticipation",
"intentions",  "beliefs", or "strategies" regarding the future.  Forward-looking
statements include statements regarding revenue, margins, expenses, and earnings
analysis for fiscal 1998 and thereafter; future products or product development;
future research and development  spending and the Company's product  development
strategy;  and  liquidity  and  anticipated  cash  needs and  availability.  All
forward-looking  statements  included  in this  Report are based on  information
available to the Company on the date of this Report,  and the Company assumes no
obligation to update any such forward-looking statement. It is important to note
that the Company's  actual  results could differ  materially  from those in such
forward-looking statements. Among the factors that could cause actual results to
differ  materially  are the factors  discussed in the  Company's  Report on Form
10-KSB, Item 1, "Special Considerations".

          As previously  reported in the second  quarter,  the  continuation  of
operations  beyond  the  third  quarter  would be  dependent  on the  successful
completion  and rollout of either the CPA Project or the Wizard  Project  and/or
the Company  securing  external  financing to help bring its products to market.
Since the end of the third  quarter,  the Company has managed the  business on a
week-to-week  basis with the expectation that if a financing is not completed by
the end of November,  the Company will be forced to cease operations.  There can
be no assurance that additional  financing will be available on acceptable terms
or at all.

          The Company does not expect that its existing  capital  resources will
be sufficient  for it to maintain its current  operations  past  November  1997.
Although the Company raised  $1,000,000 in debt and equity capital,  it expended
in excess of $3,000,000 on development of its products. The Company will need to
raise substantial additional capital in order to remain in business. The Company
intends to seek such  additional  funding  through  collaborative  or partnering
arrangements or through public or private equity or debt  financing,  as well as
attempting to obtain  deposits from  customers.  There can be no assurance  that
additional  financing  will be available on  acceptable  terms or at all. If the
Company is unable to remain in business,  it will have to cease all  operations,
including all development  work and work on the initial  purchase order referred
to above.

          AW's future is dependent on the receipt of a significant deposit on an
order(s) for either or both of the Company's products,  The Checker Productivity
Analyzer  ("CPA")  and/or  the  Wizard of  Point-of-Sale  ("Wizard"),  or on the
Company's  ability to raise additional  capital to maintain its operations until
these products generate revenue.

<PAGE>

           Page numbered in accordance with Rule 0-3(b). Page 8 of 17.

          On October 28, 1997, the Company  received its initial  purchase order
to install  eleven CPA  systems.  Installation  is scheduled to begin in January
1997.  The Company is currently  negotiating  the payment  terms  including  the
amount of the deposit. If the Company is unable to raise substantial  additional
capital,  it will be unable to  complete  the  installation  of the  eleven  CPA
systems as referred to above.

          Operations

          Revenues  for the third  quarter of 1997 were $385  thousand  (or 62%)
higher than revenues in the third quarter of 1996 due to increased  revenue from
contracts in progress, revenue software services and from equipment sales.

          The Company  experienced a gross profit of $95 thousand  compared to a
negative  gross profit of $349 thousand for the same period last year.  The 1997
gross profit was due to increased  revenue from contracts in progress,  software
services, and equipment sales.

          Selling,  general  and  administrative  expenses  ("SG&A")  were  $486
thousand  in the third  quarter of 1997 versus  $590  thousand  than in the same
period last year. As a percentage of revenues,  these  expenses were 126% versus
248% in the third quarter of 1996.

          Development  expense  was $11  thousand  (or 26%)  lower in the  third
quarter of 1997 compared to the second quarter of 1996; this is primarily due to
reduced development activities on the Company's projects.

          Revenues  for the nine months of 1997 were $816  thousand  versus $714
thousand for the  comparable  period of 1996  because of increased  revenue from
contracts in progress, software services, and equipment sales.

          The  Company  experienced  a negative  gross  profit of $154  thousand
versus a negative gross profit of $861 thousand for the nine month periods.  The
negative  gross  profit was caused by costs  related  to  completion  of the CPA
contract with only minimal revenue.

          Selling,  general  and  administrative  expenses  (SG&G)  were  $1.941
million in 1997 versus $1.940  million in 1996. As percentage of revenue,  these
expenses were 238% versus 272% for 1997 and 1996 respectively.

          Development  expense was $41  thousand in 1997 versus $85  thousand in
1996;  a reduction  of $44 thousand  due to reduced  development  activities  on
projects.

          In June  1997,  the  Company  exchanged  3,822  shares of Series A 10%
Redeemable  Preferred  Stock,  two year Warrants to purchase  764,400  shares of
Class A Common Stock at $.50 per share and $45,000 in exchange for  cancellation
of approximately  $474,900 of secured debt and $22,000 of accrued interest.  The
transaction  resulted  in a gain of $69,700  and was  recorded as an increase to
Additional Paid-in Capital.

<PAGE>
          Page numbered in accordance with Rule 0-3(b). Page 9 of 17.

          In the third  quarter  and nine month  periods  of 1997 and 1996,  the
effective income tax benefit was 0% of the Net Loss before income taxes. This is
due to the lack of a net loss carryback provision in New Jersey State Income Tax
Code and the inability to carryback any additional  losses to offset past income
for Federal Income Tax purposes.

          As a result of the factors  discussed  above,  operations in the third
quarter of 1997 resulted in a loss of $429 thousand (or $.07 per share) compared
to a net loss of $951 thousand (or $.17 per share) in the same period last year.
Operations  for the nine  month  period  of 1997  resulted  in a loss of  $2.181
million or $(.33) per share compared to a net loss of $2.917 million or $.58 per
share.

          Liquidity
   
          During the nine months  ended  September  30,  1997,  working  capital
decreased  $1.241  million to ($1.537  million)  compared to ($323  thousand) at
    
December 31, 1996.  Current  Assets  decreased $934 thousand due to decreases in
cash of $870 thousand. Current Liabilities increased $280 thousand primarily due
to  increases  in  Notes  Payable  of $774  thousand,  an  increase  in  Accrued
Compensation  of $133  thousand,  an  decrease  in  Accrued  Liabilities  of $14
thousand,  a decrease in Current  Portion of Long Term Debt of $475 thousand,  a
decrease  in  Accounts  Payable  of  $42  thousand,  and  a  decrease  in  Other
Liabilities of $27 thousand.

          During the second quarter of 1997, the Company raised  $250,000 from a
private placement of 2,500 Series A 10% Redeemable  Preferred Stock and two year
Warrants to a limited number of qualified investors,  including certain officers
and directors of the Company.

          The Company  borrowed  $750,000 at 9.5%, per annum,  due September 20,
1997, from its largest shareholder. The Note, including interest of $23,750, was
extended until March 19, 1998.

          In June  1997,  the  Company  exchanged  3,822  shares of Series A 10%
Redeemable  Preferred  Stock,  two year Warrants to purchase  764,400  shares of
Class A Common Stock at $.50 per share and $45,000 in exchange for  cancellation
of approximately  $474,900 of secured debt and $22,000 of accrued interest.  The
transaction  resulted  in a gain of $69,700  and was  recorded as an increase to
Additional Paid-in Capital.

          During the first nine months of 1996,  working capital  decreased $107
thousand to $1.038  million  compared to $1.145  million at December  31,  1995.
Current  assets  decreased  $718 thousand  resulting from decreases in all asset
categories except cash and cash equivalents.  Current liabilities decreased from
$389 thousand.

          During  the  first  nine  months  of 1996,  cash and cash  equivalents
increased $723 thousand.  The primary factor for this increase was $2,407,665 in
new equity.

<PAGE>

          Page numbered in accordance with Rule 0-3(b). Page 10 of 17.

          Financial Resources

          As previously  reported in the second  quarter,  the  continuation  of
operations  beyond  the  third  quarter  would be  dependent  on the  successful
completion  and rollout of either the CPA Project or the Wizard  Project  and/or
the Company  securing  external  financing to help bring its products to market.
Since the end of the third  quarter,  the Company has managed the  business on a
week-to-week  basis with the expectation that if a financing is not completed by
the end of November,  the Company will be forced to cease operations.  There can
be no assurance that additional  financing will be available on acceptable terms
or at all.

          During the  quarter  ending  June 30,  1997,  the  Company  reduced to
$95,448  the Line of Credit.  The Line of Credit had an  interest  rate of Prime
plus one percent (8.25%). The credit facility is collateralized by substantially
all of the Company's assets.

          The Company  borrowed  $750,000 at 9.5%, per annum,  due September 20,
1997, from its largest shareholder. The Note, including interest of $23,750, was
extended until March 19, 1998.

          During April and May of 1997,  the Company  raised  $250,000  from the
sale of 2,500  shares of Series A 10%  Redeemable  Preferred  Stock and two year
Warrants to purchase  500,000 Class A Common Shares for $.50 per share sold to a
limited number of qualified investors,  including certain officers and directors
of the Company.

          On June 28, 1997, the Company consummated an exchange with an investor
group,  including  certain  officers and directors of the Company.  The investor
group  purchased the Company's Bank Debt and exchanged  $474,900 of secured debt
and  $22,000 of accrued  interest  for 3,822  shares of Series A 10%  Redeemable
Preferred Stock, two year Warrants to 764,400 Class A Common Shares for $.50 per
share and a $45,000 cash payment. The exchange resulted in a gain of $69,700 and
was recorded as Additional Paid-in Capital.

<PAGE>
           Page numbered in accordance with Rule 0-3(b). Page 11 of 17.

                                     PART II

                                OTHER INFORMATION


Item 1.    Legal Proceedings - None.

Item 2.    Changes in Securities - None.

Item 3.    Defaults Upon Senior Securities - None.

Item 4.    Submission of Matters to a Vote of Security Holders - None.

Item 5.    Other Information - None.

Item 6.    Exhibits and Reports on Form 8-K.

           a.     Exhibits:

                  99A      Stock Option Agreement.

                  99B      Stock Option Certificate


<PAGE>
          Page numbered in accordance with Rule 0-3(b). Page 12 of 17.


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                                                  AW COMPUTER SYSTEMS, INC.
                                                         (REGISTRANT)




DATE:    November 21, 1997                        /s/Charles Welch
                                                  Charles Welch
                                                  CEO/President




DATE:    November 21, 1997                        /s/Charles F. Trapp
                                                  Charles F. Trapp
                                                  Vice President, Finance
                                                  Principal Financial Officer

<PAGE>
          Page numbered in accordance with Rule 0-3(b). Page 13 of 17.


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                        Rule 0-3(b) Page
                                                       Numbered Where the
                                                         Exhibit can be
Exhibit Number             Description                        Found
     <S>            <C>                                     <C>

     99-A           Stock Option Agreement.                 Page 11.

     99-B           Stock Option Certificate.               Page 11.
</TABLE>

<PAGE>
          Page numbered in accordance with Rule 0-3(b). Page 14 of 17.

                                                                    EXHIBIT 99-A



                            AW COMPUTER SYSTEMS, INC.
                     1997 STOCK OPTION AND STOCK GRANT PLAN
                        INCENTIVE STOCK OPTION AGREEMENT


     This  INCENTIVE  OPTION  AGREEMENT  is made this _____ day of  ___________,
19___  between  AW  COMPUTER  SYSTEMS,  INC.,  a  New  Jersey  corporation  (the
"Company"),  and name,  address,  city,  state zip an  employee  of the  Company
("Employee").
                                   BACKGROUND

     The Company  desires to afford  Employee an opportunity to purchase Class A
Common Shares of the Company ("Class A Common Shares") as hereinafter  provided,
in accordance  with the provisions of the 1997 Stock Option and Stock Grant Plan
of the Company.

     NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter set
forth  and for  other  good and  valuable  consideration,  the  parties  hereto,
intending to be legally bound hereunder, agree as follows:

    (1)   Grant of Option.  The Company  hereby grants to Employee the right and
option  (hereinafter  called the "Option") to purchase the Class A Common Shares
as listed on certificate(s) which may be issued from time to time by the Company
in the form of Exhibit A. The Option is in all respects  limited and conditioned
as  hereinafter  provided,  and as provided  in the 1997 Stock  Option and Stock
   
Grant Plan (the  "Plan"),  which is  incorporated  by reference  and made a part
    
hereof.  It is intended that the Option(s)  granted hereunder be Incentive Stock
Options  ("ISO's")  meeting the  requirements of the Plan and Section 422 of the
Internal Revenue Code of 1986 as amended (the "Code").

    (2)   Purchase  Price.  The  purchase  price of the  Class A  Common  Shares
covered by the Option(s) shall be stated upon the Certificate(s).

    (3)   Term.  The final day upon which each option may be  exercised  will be
December  _______ unless the Employee is no longer  employed by the Company.  If
the Employee's  employment is terminated by either part prior to December ______
the terminate date shall be three months after such termination of employment.

    (4)   Exercise of Option. This Option may be exercised, in whole or in parts
in  cumulative  increments  on or  after  each  Exercise  Date as  shown  on the
Certificate(s).

          Options that become exercisable in accordance with the foregoing shall
remain exercisable,  subject to the provisions contained in the Plan and in this
Agreement,  through the close of business  on the  Expiration  Date shown on the
Certificate(s).

<PAGE>
          Page numbered in accordance with Rule 0-3(b). Page 15 of 17.


    (5)   Method of Exercising  Option.  Subject to the terms and  conditions of
this Option  Agreement and the Plan, the Option(s) may be exercised upon written
notice to the Company,  at its principal  office,  which is now located at 9000A
Commerce  Parkway,  Mount Laurel,  New Jersey 08054. Such notice shall state the
election to exercise  the Option and the number of shares with  respect to which
it is being  exercised,  shall be signed by the person or persons so  exercising
the  Option,   shall,  unless  the  Company  otherwise  notifies  Employee,   be
accompanied by the investment  certificate referred to in Paragraph 6 hereof and
shall be accompanied by payment of the full purchase price of such shares.

          The purchase price shall be paid in cash or by certified  check,  bank
draft or  postal or  express  money  order,  or in such  other  manner as may be
permitted  under the Plan.  Following  receipt of such notice and  payment,  the
Company shall deliver a certificate or certificates representing the shares with
respect to which the Option is so exercised. The certificate or certificates for
the  shares  as to which  the  Option  shall  have  been so  exercised  shall be
registered in the name of the person or persons so exercising the Option (or, if
the Option shall be  exercised  by Employee and if Employee  shall so request in
the notice  exercising  the Option,  shall be registered in the name of Employee
and  Employee's  spouse,  jointly,  with  right of  survivorship)  and  shall be
delivered  as  provided  above to or upon the  written  order of the  person  or
persons exercising the Option. In the event the Option shall be exercised by any
person or persons after the death of Employee,  such notice shall be accompanied
by  appropriate  proof of the right of such  person or persons to  exercise  the
Option.  All shares that shall be  purchased  upon the exercise of the Option as
provided herein shall be fully paid and non-assessable.

    (6)   Shares  to  be  Purchased  for  Investment.  Unless  the  Company  has
theretofore notified Employee that a registration  statement covering the shares
to be acquired  upon the exercise of the Option has become  effective  under the
Securities Act of 1933 and the Company has not thereafter notified Employee that
such  registration  is no  longer  effective,  it  shall be a  condition  to any
exercise of this Option that the shares  acquired upon such exercise be acquired
for investment  and not with a view to  distribution,  and the person  effecting
such  exercise  shall  submit to the Company a  certificate  of such  investment
intent, together with such other evidence supporting the same as the Company may
request.  The Company shall be entitled to restrict the  transferability  of the
shares  issued upon any such  exercise to the extent  necessary to avoid risk of
violation of the Securities Act of 1933, any applicable  blue sky laws or of any
rules or  regulations  promulgated  thereunder.  Such  restrictions  may, at the
option of the Company, be noted or set forth in full on the share certificates.

          Restrictions  on  Transferability  of Option.  The Option shall not be
assignable  or  transferable  other  than  by will or the  laws of  descent  and
distribution and shall be exercisable during Employee's  lifetime only by him or
her.

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          Page numbered in accordance with Rule 0-3(b). Page 16 of 17.

     (8)  Notice of Sale of Shares.  If Employee shall transfer any shares which
he or she  receives  upon the  exercise of the Option  within two years from the
date on which the Option was  granted to him or within one year from the date on
which he or she exercises the Option,  Employee  shall promptly give the Company
written notice thereof and shall provide the Company with such other information
about the transfer as the Company shall  reasonably  request.  The obligation of
Employee  to give such  notice  shall  survive  the  exercise  of the Option and
delivery of the option shares to Employee by the Company.

          (a)  Withholding of Taxes. The Company's  obligation to deliver Shares
upon the exercise of the Option shall be subject to  applicable  Federal,  state
and local tax withholding requirements.
          
          (b)  Governing  Law.  This  Agreement  shall,  to the  maximum  extent
possible,  be construed in accordance with the Code provisions concerning ISO's,
and its interpretation shall other wise be governed by New Jersey law.
     
     IN WITNESS WHEREOF, the Company has caused this Option Agreement to be duly
executed by its officers  thereunto duly  authorized,  and Employee has hereunto
set his or her hand and seal, all on the day and year first-above written.

                                                   AW COMPUTER SYSTEMS, INC.

             (CORPORATE SEAL)                By:________________________________

                                             Typed Name:________________________

                                             Title:_____________________________

Witness:                                     ___________________________________
                                             name
                                             Grantee


<PAGE>
          Page numbered in accordance with Rule 0-3(b). Page 17 of 17.

                                                                    EXHIBIT 99-B


                                 [AW LOGO GRAPHIC]


THIS IS TO CERTIFY  that on [Date] in  accordance  with the terms of AW Computer
Systems,  Inc.  Inc's 1997 Stock Option and Stock Grant Plan,  the  Compensation
Committee of the Board of Directors of AW Computer Systems, Inc. (the "Company")
awarded an option to purchase  [share] Class A Common  Shares  ("Shares") of the
Company at a price of [price] per share to

                                     [NAME]
                                  ("Optionee")

The Stock  Option  referred to herein is subject to the  provisions  of the 1997
Stock  Option and Stock  Grant Plan and the Stock  Option  Agreement  between AW
Computer Systems, Inc. and Optionee dated as of [agreedate] and may be exercised
by Optionee  in  whole or in partial  cumulative  increments  until the close of
business on [expiredate] as follows:

                SHARES                                  AFTER

               [shares]                                [datea]

               [shares]                                [dateb]

In witness  whereof,  I have hereunto  affixed the Seal of AW Computer  Systems,
Inc. and the signature of a duly authorized Officer of the Corporation.

Dated this ____________ day of _______, 19___          _________________________
                                                       P. Michael Lutze
                                                       Secretary