OPTION AGREEMENT

 EXECUTION COPY

                                OPTION AGREEMENT

       THIS OPTION AGREEMENT (this "Agreement") is made and entered into as of
the 31st day of May, 1996, by and among Bankers Trust Company (BTCo"),
Automatic Systems Developers, Inc. (the "Company") and ASD Group, Inc., formerly
known as Dutchess Design and Development, Inc. ("DDD").

                                    RECITALS

        A. The Company and Poughkeepsie Savings Bank, FSB ("FSB") are parties
to a Loan Consolidation and Security Agreement, dated as of October 22, 1993
(as amended, supplemented or otherwise modified from time to time, the "Loan
Agreement "), pursuant to which PSB agreed to consolidate three existing credit
facilities into a single facility. In connection with the Loan Agreement, the
Company executed an Amended and Restated Replacement Promissory Note, dated
August 17, 1995 (as amended, supplemented or otherwise modified from time to
time, the "August 1995 Note"), in favor of PSB in the original principal amount
or $565.025.67.

        B. The Company and PSB are also parties to an Amended and Restated Line
of Credit, Loan Extension and Security Agreement, dated as of December 30, 1994
(as amended, supplemented or otherwise modified from time to time, the "1994
Credit Agreement"), pursuant to which PSB agreed to consolidate two existing
lines of credit into a single line of credit. In connection with the 1994 Credit
Agreement, the Company executed an Amended and Restated Replacement Note, dated
August 17, 1995 (as amended, supplemented or otherwise modified from time to
time, the $1,505,513,24 Note"), in favor of PSB in the original principal
amount of $1,505,513.24 and the Company and DDD executed an Amended and Restated
Replacement Note, dated August 17, 1995 as amended, supplemented or otherwise
modified from time to time, the "$1,968,119.49 Note"), in favor of PSB in the
original principa1 amount of $1,988,119.49.

        C. The Company, High Technology Computers, Inc. ("Computers") and PSB
are parties to a Restated Line of Credit Loan and Security Agreement, dated as
of December 28, 1995 (an amended, supplemented or otherwise modified from time
to time, the "1995 Credit Agreement"), pursuant to  which PSB agreed to
consolidate three existing lines of credit into a single line of credit. In
connection with the l995 Credit Agreement, the Company executed a $3,730,000
Coordinated Replacement Line of Credit Note, dated December 28, 1995 (as
amended, supplemented or otherwise modified from time to time, the "December
1995 Note" and, together with the August 1995 Note, the $1,505,513.24 Note and
the $1,988,119,49 Note, the "Notes"), in favor of PS8 in the original principal
amount of $3,730,000.

        D. The $1,505,513.24 Note is secured by a Mortgage, dated July 24,
1987 (as amended, supplemented or otherwise modified from time to time, the
"Poughkeepsie Mortgage"), by the Company in favor of PSB covering the real
property and the improvements located in the Town of Poughkeepsie, County
of Dutchess, State of New York and more particularly described therein (the
"Poughkeepsie Property"), which mortgage was recorded in the office of the Clerk
of Dutchess County, New York on July 29, 1987, in Liber 715 of Mortgages at
Page 692 and on July 29, l987, in Liber 1715 of Mortgages at Page 683.

        E. The $l,988,119.49 Note is secured by a Mortgage, dated September 17,
1991 (as amended, supplemented or otherwise modified from time to time, the
"Dutchess Mortgage" and, together with the Poughkeepsie Mortgage, the
"Mortgages"), by DDD and the Company in favor of PSB covering the real property
and the improvements located in (a) the Town of LaGrange, County of
Dutchess, state of New York and more particularly described therein (the "ASD
Dutchess Property"), which mortgage was recorded in the office of the Clerk of
Dutchess County, New York on September 18, 199l, in Liber 2072 of Mortgages at
Page 271 and (b) the Town of LaGrange, County of Dutchess, State of New York and
more particularly described therein the "ASD Dutchess Property" and, together
with the DDD Dutchess Property, the "Dutchess Property"), which mortgage was
recorded in the office of the Clerk of Dutchess County, New York on January 4,
l995, in Liber 2226 of Mortgages at Page 87.

        F. The indebtedness of the Company to PSB is guarantied by DDD, 
Computers, Cabletronics, Inc. ("Cabletronics) and Netcomp, Inc., formerly
known as ASD Office Systems, Inc. ("Netcomp" and, together with Computers and
Cabletronics, the "Guarantors") pursuant to separate guaranties, each dated
October 22, 1993 (all of the foregoing guaranties, collectively, the Company
Guaranties").

        G. The Indebtednees of DDD to PSB is guarantied by the Company,
Computers, Cabletronics and Netcomp pursuant to separate guaranties, each dated
October 22, 1993 (all or the foregoing guaranties, collectively, the "DDD
Guaranties" and, together with the Company Guaranties, the "Guaranties"). All of
the foregoing documents described in paragraphs A through G hereof and all
documents executed and delivered in connection therewith are referred to as the
"Loan Documents."

        H. PSB has assigned all of its rights under the Loan Documents to BTCo.

        I. There is due and owing to BTCo as of the date hereof $7,674,779 under
the  Notes, plus accrued interest and Additional Interest (as defined in the
1994 Credit Agreement), without defense, offset, claim or counterclaim of any
kind. The total amount owed from time to time to BTCo under the Loan

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Documents, including all principal, interest, fees and expenses is referred to 
to as the "Obligations."

        J. The Obligations are secured by (1) valid, enforceable, first 
priority liens on and security interests in the Company's equipment, accounts
receivable, general intangibles, chattel papers, documents and instruments, the
Poughkeepsie Property and the Dutchess Property and (2) valid, enforceable,
second priorioy liens on and Security interest in the Company's inventory and
the Poughkeepsie Property.

                                   AGREEMENT

        In consideration of the Recitals and of the mutual promisee and covenant
a contained herein, BTCo, the Company and DDD agree as follows:

       SECTION 1. OPTION. BTCo, in consideration of the payment of the Option
on Price (as defined in subsection (a) below), hereby gives the Company and DDD
an option (the "Option") during the Option Period (As defined in subsection (b)
below) to obtain a full release and discharge of all of the Obligations upon
payment of the Discounted Payoff Amount (as defined in subsection (c) below) on
the following terms and conditions and on the other terms and conditions set
forth in this Agreement:

        (a) Option Price. The Option Price shal1 be $76,748, $35,000 of which is
payable to BTCo upon the execution of this Agreement and $41.748 of which is
payable to BTCo on or before October 1, 1996,

        (b) Option Period . The Option Period shall commence on the date all
of the conditions in section 2 have been fulfilled and shall terminate on the 
earlier of (x) the occurrence of a Termination Event (as defined in section (4) 
and (y) December 31. 1996.

        (c) Exercise of option, The Option may be exercised on any business day
during the Option Period by written notice to BTCo delivered in accordance with
section 8(h) with payment in immediately available funds of an amount equa1 to
the sum of (1) the aggregate principal amount outstanding under the Loan
Documents on the date the Option is exercised the ("Option Date") less a
discount of $460.487 and 1ess. the amount of thc Option Price paid by the 
Company and DOD prior to the Option Date; (2) all accrued interest due under the
Loan Documents (other than unpaid Additional interest (as defined in the 1994
Credit Agreement) due and payable after the Option Date) and (3) all fees and
expenses payable under the terms of the loan documents and the Agreement as of
the Option Date.

        (d) Application of Option Price. If the Company and DDD exercise the 
Option during the Option Period, the Option Price paid to BTCo shall be applied
by BTCo to reduce the

                                      -3-

principal amount of the Poughkeepsie Property Mortgage. If the Company and DDD
do not exercise the Option during the Option Period, the Option Price shall be
retained by BTCo, and neither the Company nor DDD shall have further rights or
claims with respect to the option or the Option Price.

        (e) Delivery of Documents upon Exercise of Option. If the Company and
DDD properly exercise the Option in accordance with the terms of this Agreement.
BTCo shall return to the Company and DDD the Notes and execute and deliver to
the Company and DDD UCO termination statements and satisfactions of the
Mortgages.

        SECTION 2. Conditions Precedent to Effectiveness of Aqreement. This
Agreement shall not be effective until it has been executed and delivered by
each of the undersigned and the consent at the end of this Agreement; has
been executed by each of the Guarantors.

        SECTION 3. Representations and Warranties. Each of the Company and DDD 
hereby represent and warrant to BTCo as follows;

             (a) Recitals. The Recitals in this Agreement are true and correct 
in all respects.

             (b) Due Execution of Agreement. This Agreement has been duly 
executed and delivered by the Company and DDD.

             (c) Enforceability. This Agreement is the legal, valid and binding
obligation of the Company and DDD, enforceable against the company and DDD in
accordance with its terms.

             (d) No Violation. The execution, delivery and performance of this
Agreement by the Company and DDD does not and will not (1) violate any law,
rule, regulation or court order to which the Company or DOD is subject; or (ii)
result in the creation or imposition of any lien, security interest or
encumbrance on any property of the Company or DDD, whether now owned or
hereafter acquired.

             (e) Obligation Absolute. The obligation of the Company and DDD to
repay the Obligations, together with all interest accrued thereon, is absolute
and unconditional, and there exists no right of set off or recoupment,
counterclaim or defense of any nature whatsoever to payment of the Obligations.

             (f) Loan Documents. Except as specifically modified hereby, all of 
the terms and conditions of the Loan Documents shall remain in full force and
effect.

             (g) Dissolution. High Technology Solutions, Inc, has been 
dissolved in accordanoe with the laws of the state of its incorporation.

                                      -4-

        (h) NAME CHANGE . The name of ASD Office Systems, Inc. has been 
changed to Netcomp, Inc, in accordance with the laws of the state of its
Incorporation.

        SECTION 4. Termination Event. Each of the following shall constitute a 
"Termination Event" hereunder:

             (a) the Company and DDD shall fail to pay (i) the Option Price in
accordance with Section 1(a) or (ii) any other amounts due under the terms of
this Agreement; or

             (b) the existence of any default as a result of the failure to make
any payment of principal, interest or other amounts due under the Loan
Documents within any applicable grace or cure periods; or

             (c) the existence of any default as a result of the occurrence of
any of the following: (i) any of the Company, DDD or any of the Guarantore
shall be adjudicated insolvent or bankrupt, or shall generally fail to pay or
remit in writing their respetive or ability to pay their respective debts as
they become due, (ii) any of the Company, DDD or any of the Guarantors shall
seek diisolution or reorganization or the appointment of a receiver, trustee,
custodian or liquidator or a "substantial portion of their respective property,
assets or business or to effect a plan or other arrangement with their
respective creditors, (iii) any of the Company, DDD or any of the Guarantors
shall make a general assignment for the benefit of their respective creditors,
or consent to or acquiesce in the appointment of a receiver, trustee, custodian
or liquidator for a substantial portion or their respective property, assets or
business, (iv) any of the Company, DDD or any of the Guarantors shall file a
voluntary petition under any bankruptcy, insolvency or similar law, or (o) any
of the Company, DDD or any of the Guarantors or a substantial portion of their
respective property, assets or business shall become the subject of an
involuntary proceeding or petition for dissolution. reorganization, or the
appointment of a receiver, trustee, custodian or liquidator or shall become
subject to any writ, judgment, warrant of attachment, execution or similar
process which is not dismissed within 60 days or

             (d) Except as otherwise set forth in subsection (a) and (b) above,
the Company or PPO shall fail to keep or perform any of the covenants or
agreements contained herein within thirty days after having been served by
registered mail with notice of such failure; or

             (e) any material representation or warranty of the Company or DDD
shall be false, misleading or incorrect in any material respect.

                                      -5-

        SECTION 5. Effect and Construction of Agreement. Except as expressly
provided herein, the Loan Documents shal1 remain in full force and effect in
accordance with their respective terms, and this Agreement shal1 not be
construed to impair the validity, perfection or priority of any lien or.
security interest securing the Obligations or waive or impair any rights, powers
or remedies of BTCo under the Loan Documents. In the event of any inconsistency
between the terms of this Agreement and any of the Loan Documents, this
Agreement shall govern. Each of the Company and DDD acknowledges that it has
consulted with counsel and with such other experts and advisors as it has deemed
necessary in connection with the negotiation, execution and delivery of this
Agreement. This Agreement shall be construed without regard to any presumption
or rule requiring that it be construed against the party causing this Agreement
or any part hereof to be drafted.

        SECTION 6. Expenses. Each of the Company and DDD agrees to pay all
reasonable costs, fees and expenses of BTCo (including the fees of BTCo's
counsel) incurred by BTCo in connection with the negotiation, preparation and
enforcement of this Agreement and the Loan Documents. Such fees and expenses
shall constitute part of the Obligations.

        SECTION 7. Release. In consideration of the foregoing, each of the
Company and ODD hereby releases, remises, acquits and forever discharges BTCo
and BICo's employees, agents, representatives, consultants, attorneys,
fiduciaries, servants, officers, directors, partners, predecessors (including
without limitation, PSB), successors and assigns, subsidiary corporations,
parent corporations and related corporate divisions {all of the foregoing
hereinafter called the "Released Parties"), from any and all action" and causes
of action, judgments, executions, suits, debts, claims, demands, liabilities,
obligations, damages and expenses of any and every character, known or unknown.
direct and/or indirect, at law or in equity, of whatsoever kind or nature,
whether heretofore or hereafter arising, for or because of any matter or things
done, omitted or suffered to be done by any of the Released Parties prior to and
including the date of execution hereof, and in any way directly or indirectly
arising out of or in any way connected to this Agreement or the Loan Documents,
(a11 of the foregoing hereinafter called the "Released Matters") Each of the
Company and PDD acknowledges that the agreements in this paragraph are intended
to be in full satisfaction of all or any alleged injuries or damages arising in
connection with the Released Matters. Each of the Company and DDD represents and
warrants to BTCo that it has not purported to transfer, assign, pledge or
otherwise convey any of its right, title or interest in any Released Matter to
any other person or entity and the the foregoing constitutes a full and
complete release of all Released MAtters.

                                      -6-

SECTION 8. MISCELLANEOUS

             (a) FURTHER ASSURANCE. Each of the Company and DDD agrees to
execute such other and further documents and instruments as BTCo may reasonably
request to implement the provisions of thin Agreement and to perfect and protect
the liens and security interests created by the Loan Documents.

             (b) Benefit of Agreement. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto, their
respective successors and assigns. No other person or entity shall be entitled
to claim any right or benefit hereunder, including, without limitation, the
status of a third-party beneficiary of this Agreement.

             (c) Integration. This Agreement, together with the Loan Documents,
constitutes the entire agreement and understanding among the parties relating
to the subject matter hereof, and supersedes all prior proposals,
negotiations, agreements and understandings related to such subject matter.
In entering into this Agreement, each of the Company and DDD acknowledges that
it is relying on no statement, representation, warranty, covenant or agreement
of any kind made by BTCo or any employee or agent of either of BTCo, except for
the agreements of BTCo set forth herein.

             (d) Severability, The provisions of this Agreement are intended to
be severable. If any provision of this Agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such provision shall, as
to such jurisdiction, be ineffective to the extent of such invalidity or
enforceability without in any manner affecting the validity or enforceability of
such provision in any other jurisdiction or the remaining provisions of this
Agreement in any jurisdiction.

             (e) Governing Law: Service of Process. This Agreement shall be
governed by and construed in accordance with the internal substantive laws of
the State of New York, without regard to its choice of law principles (other
than Section 5-1401 of the New York General Obligations Law). Any legal action
or proceeding with respect to this Agreement and any document delivered in
connection herewith may be brought in the courts of the State of New York or of
the United States of America. For the Southern District of New York, and, by
execution and delivery of this Agreement, the parties hereby accept the
jurisdiction of the aforesaid court. The parties hereto each irrevocably waive
any objection, including, without limitation, any objection to the laying of
venue or based on the grounds of forum non conveniens, which they may now or
hereafter have to the bringing of any such action or proceeding in such
jurisdiction. Each of the Company and DDD agree to submit to personal
jurisdiction in the State of New York in any action or proceeding arising out of
this Agreement and any documents delivered in connection herewith and,

                                      -7-

in furtherance of such agreement, each of the Company and DDD hereby agrees and
consents that without limiting other methods of obtaining jurisdiction, personal
jurisdiction over the Company or PDD in any such action or proceeding may be.
obtained within or without the jurisdiction of any court located in New York and
that any process or notice of motion or other application to any such court in
connection with any euch action or proceeding may be served upon the Company or
DDD by registered mail to or by personal service, unless otherwise designated
in writing in accordance with the notice requirements set forth below.

             (f) JURY TRIAL WAIVER, THE COMPANY, DDD AND BTCO EACH HEREBY
WAIVE THEIR RIGHT T0 TRIAL BY JURY IN ANY CONTROVERSY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE FINANCING DOCUMENTS.

             (g) COUNTERPARTS: TELECOPIED SIGNATURES. This Agreement may be
executed in any number of counterparts and by different parties to this
Agreement on separate counterpart, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute one and the same
agreement. Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto. 

             (h) NOTICES. Any notices with respect to this Agreement shall be
given by first class mail, return receipt requested, overnight mail or
telecopier as follows :

If to the Company or DDD:

Automatic Systems Developers, Inc.
1 Industry Street
Poughkeepsie, New York 12603
Attn: Stanley F, Zuk
Telecopier No.: 9l4-452-3071

If to BTCo:

Bankers Trust Company
280 Park Avenue
New York, New York 10017
Attn' Mr. Thomas J. O,Brien
Telecopier No.: 212-454-3821

        (i) SURIVAL. All representations, warranties, waivers and releases of
the Company and DDD contained herein shall survive the termination of the
Agreement and the indefeasible payment in full in cash of the Obligations under
the Loan Documents.

                                       -8-

        (j) AMENDMENT. No amendment, modification, rescission, waiver or
release of any provision of this Agreement shall be effective unless the same
shall be in writing and signed by the parties hereto.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as 
of the day and year first above written.

BANKERS TRUST COMPANY

By: /s/ THOMAS J. O'BRIEN
     ------------------------------- 
Name: Thomas J. O'Brien
     -------------------------------
Title: Vice President
     -------------------------------

AUTOMATIC SYSTEMS DEVELOPERS

By: /s/ STANLEY F. ZUK
     -------------------------------
Name: Stanley F. Zuk
     -------------------------------
Title: President
     -------------------------------

ASD GROUP, INC., formerly known as Dutchess Design and Development, Inc.

By: /s/ STANLEY F. ZUK
     -------------------------------
Name: Stanley F. Zuk
     -------------------------------
Title: President
     -------------------------------
                                      -9-

                             CONSENT OF GUARANTORS

        The undersigned are the guarantors under the guaranties referred to in
the preceding Agreement. Each of the undersigned hereby consents to the terms of
the Agreement and hereby ratifies and confirms its respective guaranty in all
respects. Each of the undersigned further acknowledges, represents, warrants
and confirms that there are no defenses, offsets or claims of any nature
whatsoever to the undersigned's obligations and liabilities under its respective
guaranty.

Dated: As of May 31. 1996

HIGH TECHNOLOGY COMPUTER, INC.

By: /s/ STANLEY F. ZUK
      ------------------------
Name: Stanley F. Zuk
     -------------------------------
Title: President
     -------------------------------

Dated: A" of May 31, 1996

CABLETRONICS, INC.

By: /s/ STANLEY F. ZUK
      ------------------------
Name: Stanley F. Zuk
     -------------------------------
Title: President
     -------------------------------

Dated: As of May 31, 1996

NETCOMP, INC,

By: /s/ STANLEY F. ZUK
      ------------------------
Name: Stanley F. Zuk
     -------------------------------
Title: President
     ------------------------------- 

Basic Info X:

Name: OPTION AGREEMENT
Type: Option Agreement
Date: July 8, 1996
Company: ASD GROUP INC
State: Delaware

Other info:

Date:

  • 31st day of May , 1996
  • December 30 , 1994
  • August 17 , 1995
  • December 28 , 1995
  • December 1995
  • August 1995
  • July 24 , 1987
  • July 29 , 1987
  • Liber 1715
  • September 17 , 1991
  • September 18
  • Liber 2072
  • January 4
  • Liber 2226
  • October 22 , 1993
  • October 1 , 1996
  • December 31
  • May 31 , 1996

Organization:

  • ASD Group , Inc.
  • Poughkeepsie Savings Bank
  • Restated Line of Credit
  • High Technology Computers , Inc.
  • County of Dutchess , State of New York
  • DDD Dutchess Property
  • Clerk of Dutchess County
  • Cabletronics , Inc.
  • Netcomp , Inc.
  • Discounted Payoff Amount
  • Application of Option Price
  • Effectiveness of Aqreement
  • Due Execution of Agreement
  • ASD Office Systems , Inc.
  • Construction of Agreement
  • the Southern District of New York
  • Automatic Systems Developers , Inc.
  • Dutchess Design and Development , Inc.

Location:

  • Dutchess County
  • LaGrange
  • United States of America
  • Poughkeepsie
  • Zuk Telecopier
  • New York

Money:

  • $ 565.025.67
  • $ 1,505,513,24
  • $ 1,968,119.49
  • $ 1,988,119.49
  • $ 1,988,119,49
  • $ 3,730,000
  • $ 1,505,513.24
  • $ l,988,119.49
  • $ 7,674,779
  • $ 76,748
  • $ 35,000
  • $ 41.748
  • $ 460.487

Person:

  • Thomas J. O'Brien
  • Stanley F. Zuk