Loan And Security Agreement

EXHIBIT 10.2


March 23, 2005


THE A CONSULTING TEAM, INC. 200 Park Avenue South Suite 901 New York, New York 10003
Attn: Shmuel BenTov


INTERNATIONAL OBJECT TECHNOLOGY, INC. 77 Brant Avenue Clark, New Jersey 07060
Attn: Shmuel BenTov


Re: LOAN AND SECURITY AGREEMENT DATED AS OF MARCH 23, 2004, BY AND
AMONG THE A CONSULTING TEAM, INC., INTERNATIONAL OBJECT
TECHNOLOGY, INC., AND KELTIC FINANCIAL PARTNERS, LP


$4,000,000 REVOLVING LOAN


FIRST MODIFICATION TO MARCH 23, 2004 RESTATED AND
AMENDED LOAN AND SECURITY AGREEMENT BY AND AMONG THE
A CONSULTING TEAM, INC., INTERNATIONAL OBJECT
TECHNOLOGY, INC., AND KELTIC FINANCIAL PARTNERS, LP


Dear Mr. BenTov:


THE A CONSULTING TEAM, INC. (hereinafter "TACT"), INTERNATIONAL OBJECT TECHNOLOGY, INC. (hereinafter "IOT") and KELTIC FINANCIAL PARTNERS, LP (hereinafter "KELTIC") are parties to a certain Restated and Amended Loan and Security Agreement dated as of March 23, 2004 (hereinafter the "LOAN AGREEMENT"). TACT and IOT are each hereinafter individually referred to as "BORROWER" and collectively referred to as "BORROWERS".


Keltic understands that prior to giving effect to the transaction discussed below, the authorized, issued, outstanding and owned common and preferred shares of TACT and IOT stock are as follows:


(a) TACT's shares of common stock (hereinafter the "TACT
COMMON SHARES") are publicly traded.


THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov March 23, 2005 Page 2


(b) Control of TACT's Common Shares is held by Shmuel BenTov
(hereinafter sometimes called the "SELLING SHAREHOLDER").


(c) TACT was authorized to issue and did in fact issue 530,304
shares of $0.01 par value Series A preferred stock
(hereinafter "TACT'S SERIES A PREFERRED STOCK") for a total
purchase price of $350,000.64 (i.e., 530,304 shares multiplied
by a purchase price of $0.66 per share). All of TACT's Series
A Preferred Stock is outstanding on the date hereof and is
held entirely by the Selling Shareholder. TACT's Series A
Preferred Stock pays a semi-annual dividend in an amount
calculated at 7% of its initial purchase price of $350,000.64.


(d) TACT was authorized to issue and did in fact 41,311 shares of
$0.01 par value Series B preferred stock (hereinafter "TACT'S
SERIES B PREFERRED STOCK") for a total purchase price of
$27,265.26 (i.e., 41,311 shares multiplied by a purchase price
of $0.66 per share). All of TACT's Series B Preferred Stock is
outstanding on the date hereof and is held entirely by Yossi
Vardi. TACT's Series B Preferred Stock pays a semi-annual
dividend in an amount calculated at 7% of its initial purchase
price of $27,265.26.


(e) All of IOT's shares of common stock are held by TACT.


TACT has advised Keltic that the following has occurred or is to occur:


(a) TACT'S ACQUISITION OF SHARES OF VANGUARD INFO-SOLUTIONS
CORPORATION BY GIVING TACT COMMON SHARES IN EXCHANGE THEREFOR:


(1) On January 21, 2005, TACT entered into a Share
Exchange Agreement (hereinafter the "SHARE EXCHANGE
AGREEMENT").


(2) The parties to the Share Exchange Agreement are TACT,
VANGUARD INFO-SOLUTIONS CORPORATION (a New Jersey
corporation formerly known as 13213 Solutions, Inc.,
and hereinafter "VANGUARD"), the stockholders of
Vanguard named therein (hereinafter the "VANGUARD
STOCKHOLDERS") and the authorized representative
named therein.


THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov March 23, 2005 Page 3


(3) Pursuant to the Share Exchange Agreement, TACT has
agreed to the following transactions (hereinafter
collectively the "EXCHANGE TRANSACTION"):


TACT will acquire all of the issued and
outstanding shares of capital sock of
Vanguard in exchange for an aggregate of
7,312,796 shares of TACT Common Shares. Of
such 7,312,796 TACT Common Shares, 6,312,796
TACT Common Shares will be issued to the
Vanguard Stockholders upon consummation of
the transactions contemplated by the Share
Exchange Agreement. Of such 7,312,796 TACT
Common Shares, 1,000,000 TACT Common Shares
will be delivered by TACT into escrow for a
period of one year to secure indemnification
obligations of certain of the Vanguard
Stockholders.


(4) The consummation of the Exchange Transaction requires
the approval of the existing holders of TACT Common
Shares and is subject to customary conditions to
closing, as well as the consummation of the Company
Stock Purchase Transaction and the Selling
Shareholder Stock Purchase Transaction, each as
defined below.


(5) TACT engaged Ehrenkrantz King Nussbaum Inc. as its
financial advisor in connection with the Exchange
Transaction, who opined to TACT's board of directors
that the terms and conditions of the Exchange
Transaction were fair to the current holders of TACT
Common Shares.


(b) TACT'S SALE OF TACT COMMON SHARES TO OAK FINANCE INVESTMENTS
LIMITED:


(1) On January 21, 2005, TACT and Oak Finance Investments
Limited (a British Virgin Islands company and
hereinafter "OAK") entered into a Stock Purchase
Agreement (hereinafter the "COMPANY STOCK PURCHASE
AGREEMENT").


THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov March 23, 2005 Page 4


(2) Pursuant to the Company Stock Purchase Agreement, the
following will occur:


TACT will sell, and Oak will purchase,
625,000 TACT Common Shares at a purchase
price of $8.00 per TACT Common Share. TACT
also granted to Oak, or an assignee of Oak,
an option to purchase an additional 625,000
TACT Common Shares at a purchase price of
$8.00 per TACT Common Share within 120 days
of the consummation of the transactions
contemplated by the Company Stock Purchase
Agreement.


(3) The consummation of the transactions contemplated by
the Company Stock Purchase Agreement requires the
approval of the existing holders of TACT Common
Shares and is subject to customary conditions to
closing, as well as the consummation of the Exchange
Transaction and the Selling Shareholder Stock
Purchase Transaction.


(c) SHMUEL BENTOV'S SALE OF TACT COMMON SHARES TO OAK FINANCE
INVESTMENTS LIMITED:


(1) On January 21, 2005, Oak and the Selling Shareholder
Shmuel BenTov entered into a Stock Purchase Agreement
(hereinafter the "SHAREHOLDER STOCK PURCHASE
AGREEMENT").


(2) Pursuant to the Shareholder Stock Purchase Agreement,
the following will occur:


Shmuel BenTov, as the Selling Shareholder,
will sell, and Oak will purchase, 1,024,697
TACT Common Shares beneficially owned by the
Selling Shareholder Shmuel BenTov at a
purchase price of $10.25 per TACT Common
Share (hereinafter the "SELLING SHAREHOLDER
STOCK PURCHASE TRANSACTION"), provided, that
if TACT does not pay a dividend on the TACT
Common Shares of $0.75 per TACT Common Share
on or prior to the date that the
transactions contemplated by


THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov March 23, 2005 Page 5


the Shareholder Stock Purchase Agreement are
consummated, then the price per TACT Common
Share payable to the Selling Shareholder
shall be increased by the amount of the
difference between $0.75 and the amount of
any dividend actually paid.


(3) The consummation of the transactions contemplated by
the Shareholder Stock Purchase Agreement is subject
to customary conditions to closing, as well as the
consummation of the Exchange Transaction and the
Company Stock Purchase Transaction and TACT and the
Selling Shareholder entering into an amendment to the
Selling Shareholder's existing employment agreement.


(d) CONVERSION OF TACT SERIES A PREFERRED STOCK OWNED BY SHMUEL
BENTOV INTO TACT COMMON SHARES: Prior to the consummation of
the Selling Shareholder Stock Purchase Transaction, the
Selling Shareholder Shmuel BenTov is required to convert all
shares of TACT Series A Preferred Stock owned by him into TACT
Common Shares.


(e) CONVERSION OF TACT SERIES B PREFERRED STOCK OWNED BY YOSSI
VARDI INTO TACT COMMON SHARES: Prior to the consummation of
the Share Exchange Agreement, Yossi Vardi is required to
convert all shares of TACT Series B Preferred Stock owned by
him into TACT Common Shares.


(f) VOTING AGREEMENT BY SELLING SHAREHOLDER SHMUEL BENTOV IN FAVOR
OF OAK FINANCE INVESTMENTS LIMITED:


(1) The Selling Shareholder Shmuel BenTov and Oak entered
into a Principal Shareholder's Agreement (hereinafter
the "VOTING AGREEMENT") in connection with their
execution and delivery of the Shareholder Stock
Purchase Agreement.


(2) Pursuant to the Voting Agreement, the Selling
Shareholder has agreed to, among other things, vote
all TACT Common Shares beneficially owned by him
(excluding 3,750 TACT Common Shares beneficially
owned by the Selling Stockholder but held of record
by Ronit BenTov, the spouse of the Selling
Stockholder) in favor of the


THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov March 23, 2005 Page 6


Exchange Transaction and the Company Stock Purchase
Transaction at any meeting of the holders of any
class or classes of capital stock of TACT called to
approve such transactions (or any written consents
distributed in lieu of a meeting).


(3) The Selling Shareholder has also granted Oak an
irrevocable proxy to, among other things, vote all
TACT Common Shares beneficially owned by him
(excluding 3,750 TACT Common Shares beneficially
owned by the Selling Stockholder but held of record
by Ronit BenTov, the spouse of the Selling
Stockholder) in favor of the Exchange Transaction and
the Company Stock Purchase Transaction at any meeting
of the holders of any class or classes of capital
stock of TACT called to approve such transactions (or
any written consents distributed in lieu of a
meeting).


(g) TACT'S EMPLOYMENT AGREEMENT WITH ITS CHIEF FINANCIAL OFFICER
RICHARD D. FALCONE:


(1) On January 21, 2005, TACT entered into an employment
agreement (hereinafter the "New Employment
Agreement") with its chief financial officer, Richard
D. Falcone.


(2) The terms of the New Employment Agreement will become
effective upon the consummation of the Exchange
Transaction.


(3) The term of the Employment Agreement is three years.


(h) CHANGE IN CONTROL OF TACT'S OWNERSHIP: If the transactions
contemplated by the Share Exchange Agreement, the Company
Stock Purchase Agreement, the Shareholder Stock Purchase
Agreement and the Voting Agreement are ultimately consummated,
TACT will undergo a change in ownership control.


(i) CHANGE IN CONTROL OF TACT'S MANAGEMENT:


(1) If the transactions contemplated by the Share
Exchange Agreement, the Company Stock Purchase
Agreement, the Shareholder Stock Purchase Agreement
and the Voting Agreement are ultimately


THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov March 23, 2005 Page 7


consummated, TACT will undergo a change in management
control.


(2) On January 20, 2005, the Board of Directors of TACT
voted to expand the size of the Board of Directors
from the current four members to five members. It is
currently contemplated that Shmuel BenTov and Reuven
Battat will resign from TACT's Board of Directors
prior to the consummation of the Share Exchange
Transaction, thereby leaving 2 remaining directors,
i.e., Steven Mukamal and William Miller.


(3) Following the consummation of the Exchange
Transaction, the remaining directors Steven Mukamal
and William Miller will elect Andrew Harry Ball and
William A. Newman to fill the vacancies created by
the resignations of Shmuel BenTov and Reuven Battat.
It is contemplated that a fifth director Joseph
Harris, who will be independent, will also be
elected. It is currently contemplated that five
directors will constitute the Board of Directors.


(4) Following consummation of the Exchange Transaction,
Vanguard's Chief Executive Officer will assume the
role of Chief Executive Officer of TACT.


(5) Shmuel BenTov, TACT's current Chief Executive
Officer, will remain with TACT in a business
development and advisory role and his existing
employment agreement will be amended in a manner
consistent with the foregoing.


(j) CHANGE OF TACT'S NAME FROM "THE A CONSULTING TEAM, INC." TO
"VANGUARD INFO-SOLUTIONS INTERNATIONAL INC.":


(1) On January 20, 2005, TACT's Board of Directors voted
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