EXCHANGE AGREEMENT
This EXCHANGE AGREEMENT (this "Agreement") is made this 29th day of
September, 2000 by and among TECHSYS, INC., a New Jersey corporation with its
principal executive offices located at 44 Aspen Drive, Livingston, New Jersey
07039 (the "Holder"), LITTLE UNIVERSE, L.L.C., a New Jersey limited liability
company with its principal executive offices located at 35 Airport Road, Suite
340, Morristown, New Jersey 07950 (the "Subsidiary"), and TECHNOLOGY KEIRETSU,
LLC, a New Jersey limited liability company with its principal executive offices
located at 35 Airport Road, Suite 340, Morristown, New Jersey 07950 (the
"Parent").
The parties hereto, intending to be legally bound, agree as follows:
1. The Subsidiary and the Parent represent to the Holder that the
operations of the Subsidiary will cease and all of the Subsidiary's assets,
including its intellectual property, will be distributed to the Parent.
2. The Subsidiary, the Parent, and the Holder hereby exchange 150,000
membership units of the Subsidiary (the "Subsidiary's Units") presently owned by
the Holder for 71,429 membership units of the Parent (the "Parent's Units"),
without any further payment or action by the Holder.
3. The Holder hereby acknowledges receipt of the certificate
representing the Parent's Units and the Subsidiary and the Parent hereby
acknowledge receipt of the certificate representing the Subsidiary's Units.
4. The Parent and the Holder acknowledge that nothing contained in this
Agreement modifies or amends the terms and conditions of the Purchase Agreement
dated August 31, 2000 by and between the Holder and the Parent.
[SIGNATURE PAGE TO FOLLOW]
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
TECHSYS, INC.
STEVEN L. TRENK
By:______________________
Steven L. Trenk
President
LITTLE UNIVERSE, L.L.C.
GARY FINKEL
By:_______________________
Gary Finkel
Chief Financial Officer
TECHNOLOGY KEIRETSU, LLC
BRUCE FLITCROFT
By:_______________________
Bruce Flitcroft
Chief Executive Manager
