PRER14A

SYNERGISTICS, INC.
9 TECH CIRCLE
NATICK, MASSACHUSETTS  01760

PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS

To Be Held September ___, 2002


A.  THE MEETING

1.  MEETING AND VOTING DETAILS

This Proxy Statement is furnished to shareholders on behalf of the
Board of Directors of Synergistics in connection with the
solicitation of proxies to be used at the Special Meeting of
Shareholders of Synergistics to be held at the offices of
Synergistics at 9 Tech Circle, Natick, Massachusetts 01760, on
September __, 2002 at 10:00 A.M. and at any adjournments thereof
(the "Special Meeting").  This Proxy Statement and the accompanying
form of proxy, shall be mailed on or about August __, 2002.

The close of business on August 7, 2002 has been fixed as the
record date (the "Record Date") for determining shareholders of
Synergistics entitled to notice of and to vote at the Special
Meeting.  As of the Record Date, there were 10,285,806 shares of
common stock outstanding.  Shareholders entitled to vote shall have
one (1) vote for each share of stock entitled to be voted.

The following matters shall be voted upon at the Special Meeting:

To adopt the Agreement and Plan of Merger ("Merger Agreement")
dated as of July 25, 2002, a copy of which is annexed as Exhibit A
to this Proxy Statement, providing for the merger of Synergistics
into Synergistics Acquisition Corp., a Massachusetts corporation
(the "Merger"), pursuant to which the surviving company shall be
Synergistics Acquisition Corp.

Any other matters as may properly be brought before the meeting or
at any adjournment.

In accordance with the By-Laws of Synergistics, a majority of the
issued and outstanding shares of Synergistics' common stock must
be represented at any meeting of Synergistics' shareholders.  The
affirmative vote of two-thirds (2/3) of votes of shares of common
stock outstanding and entitled to vote at the Special Meeting is
required to approve the proposed Merger.  Shares not represented
at the meeting and shares which are not voted for or against the
proposed Merger, including improperly executed votes and broker
nonvotes, shall not be counted.


2.  APPROVAL BY CERTAIN LARGE SHAREHOLDERS

Certain large shareholders of Synergistics have entered into an
agreement under which they have agreed to vote in favor of the
Merger.  The shareholders who are parties to this agreement are
Gray, Seifert & Co., Inc. ("Gray, Seifert") and David S.
Longworth (President and a director of Synergistics).
Collectively, these persons hold approximately 70.73% of the
outstanding shares of the Company, and their vote would be
sufficient to assure approval of the merger.


3.  BOARD APPROVAL OF THE MERGER

Our Board of Directors believes the Merger is in the best
interests of Synergistics and its shareholders, and unanimously
recommends that shareholders vote "FOR" approval of the Merger
Agreement.  In reaching its decision to approve and recommend
shareholder approval of the Merger Agreement, the Board
considered a number of factors which are discussed at page 10
below.

Execution of the enclosed proxy will not affect the shareholder's
right to attend the meeting and vote in person, since a shareholder
giving a proxy has the power to revoke it by delivering a notice of
revocation, or a duly executed proxy bearing a later date, to
Synergistics at any time before the proxy is exercised at the
meeting.

The accompanying proxy is solicited by the Board of Directors of
Synergistics.  None of the Directors has informed Synergistics in
writing that he intends to oppose the Merger.  The expense of
solicitation, estimated not to exceed $3,000.00, will be borne by
Synergistics.  To the extent necessary to assure sufficient
representation of the shareholders at the meeting, officers and
employees of Synergistics may personally, by telephone or by other
means, contact shareholders to request the return of proxies.  Such
officers and employees will receive no additional compensation for
such services.  Banks, brokerage houses and other institutions,
nominees or fiduciaries will be requested to forward the proxy
material to beneficial owners in order to solicit authorizations
for the execution of proxies.  Synergistics may, upon request,
reimburse such banks, brokerage houses and other institutions,
nominees and fiduciaries for their expenses in forwarding such
material.

4.  SUMMARY TERM SHEET

Parties - Synergistics is the selling company, and Synergistics
Acquisition Corp. is the buying/surviving company.

The Merger - If the Merger is approved, Synergistics will be merged
into Synergistics Acquisition Corp., which shall be the surviving
company.  Upon the effectiveness of the Merger, the separate
existence of Synergistics shall cease and all of the rights,
privileges, powers, franchises, properties, assets, liabilities and
obligations of Synergistics shall be vested in and assumed by
Synergistics Acquisition Corp.  See page 7 Part B(3)(a).

Consideration - $350,000, payable on the effective date, less legal
fees and expenses.  See pages 7-8 Part B(3)(b).

Per Share Consideration - The Per Share Cash Consideration is
$0.025.  See page 8 Part B(3)(b)

Financing - Synergistics Acquisition Corp. is funding the Merger in
cash, therefore no third parties are providing financing.

Shareholder Rights - Upon the effectiveness of the Merger, holders
of Synergistics' common stock shall have no further rights with
respect to the stock except to surrender the shares in exchange for
cash consideration or to perfect appraisal rights as dissenting
shareholders.  See page 4 Part A(5) and page 7 Part B(3)(a).

Timing - The Merger shall become effective upon the filing of
Articles of Merger with the Secretary of the Commonwealth of
Massachusetts.  See page 7 Part B(3)(a).

Shareholder Agreement - Attached to the Merger Agreement, as
Exhibit A thereto, is a form of Stockholder Agreement between
Synergistics Acquisition Corp. and certain shareholders of
Synergistics, namely Gray, Seifert (the principal shareholder of
Synergistics) and David S. Longworth (President and Director of
Synergistics).  Pursuant to this Stockholder Agreement, Gray,
Seifert, holding 70.73% of issued outstanding shares, and Mr.
Longworth, holding 0.0003% of issued shares, have agreed to vote
their shares in favor of the Merger at the Special Meeting, which
is sufficient to approve the Merger.

Required Vote - Two-thirds (2/3) of shares of common stock
outstanding and entitled to vote.  See page 8 Part B(3)(d)

Appraisal Rights - A shareholder who gives written notice that he
or she dissents from the Merger and who follows the appraisal
rights procedures set forth in Massachusetts General Laws chapter
156B, Sections 86-98 shall be entitled to receive the fair value in cash
of the shareholder's common stock.  See page 4 Part A(3)

Reasons for Merger - Synergistics has insufficient funds to
continue operating for a significant period of time, therefore a
merger will result in the most orderly liquidation of Synergistics
and the highest value per share to its shareholders.  See page 8
Part B(3)(c).

Board Recommendation - The Board unanimously recommends that
shareholders vote "FOR" approval of the Merger Agreement.

Material Conditions -
(a)    The Merger must be approved by the shareholders.  See page
8 Part B(3)(d).
(b)    The Merger must be completed before the termination date of
December 31, 2002.  See page 8 Part B(3)(e)
(c)    Synergistics must not solicit any other acquisition
proposals.  See page 8 Part B (3)(f).

Tax Consequences - There are no material tax consequences from the
Merger. See page 9 Part B(3)(i).

After Merger - Shareholders may surrender their certificates in
exchange for the Per Share Cash Consideration or perfect their
rights of appraisal in compliance with the procedures set forth in
Massachusetts General Laws chapter 156B, sections 86 through 98.
See page 4 Part A(5) and page 9 Part B(3)(g).  Synergistics
registration will terminate and it will no longer be a public
company.

5.  DISSENTERS' RIGHT OF APPRAISAL

The proposed merger of Synergistics into Synergistics Acquisition
Corp. gives rise to dissenters' right of appraisal.  Under
Massachusetts law, a shareholder of Synergistics who has given
written notice at or prior to the Special Meeting that he or she
dissents from the Merger (each a "Dissenting Shareholder") shall,
upon compliance with certain statutory procedures, be entitled to
receive the fair value in cash of the shareholder's common stock,
as determined in accordance with Massachusetts law.
Massachusetts law provides that any holder of Synergistics'
common stock (1) who files with Synergistics, before the taking
of the vote on the Merger, a written objection stating that he or
she intends to demand payment for his shares if the adoption of
the Merger is effected, and (2) whose shares are not voted in
favor of the Merger, may have the right to demand in writing the
fair value in cash of the shares of common stock held by the
shareholder from Synergistics Acquisition Corp. (the surviving
entity), within twenty (20) days after the date of mailing to him
of notice in writing that the corporate action has become
effective, requesting payment for his shares and an appraisal of
the value of the shares.  The corporation and any such
shareholder shall have the rights and duties and shall follow the
procedures set forth in sections 86 to 98, inclusive, of chapter
156B of the General Laws of Massachusetts, copies of which are
included in this Proxy Statement as Exhibit B.

If the Merger is approved by Synergistics' shareholders, the Merger
will become effective upon the filing of Articles of Merger with
the Secretary of the Commonwealth of Massachusetts.  Within ten
(10) days from the effectiveness of the Merger, Synergistics will
send notice of the effectiveness of the Merger to Dissenting
Shareholders whose shares were not voted in favor of the Merger.

6.  VOTING AND PRINCIPAL HOLDERS OF SECURITIES

Synergistics has one class of common stock, $.01 par value, of
which 10,285,806 shares were issued and outstanding as of July 25,
2002.  The following table sets forth the holdings of Synergistics'
common stock by each person who, as of July 25, 2002 held of record
or was known by Synergistics to own beneficially more than five
percent (5%) of the outstanding common stock, by each director,
each named executive officer, and by all directors and officers as
a group.

Name and Address of            Amount and Nature            % ofClass
Beneficial Owner           of Beneficial Ownership (1)


David S. Longworth                  3,575                    0.0003%
65 School Street Ext.
Natick, MA  01760
(President, COO, Director)


Robert L. Pogorelc                      0                       0%
P.O. Box 622
West Barnstable, MA 02668
(VP, Sales Manager, Director)

J. Thomas Gehman                        0                       0%
141 Marked Tree Road
Needham, MA  02192
(Director)

Gray, Seifert & Co., Inc.        7,233,275 (2)                70.73%
380 Madison Ave.
New York, NY  10017
(5% Beneficial Owner)

Directors and Officers               3,575                   0.0003%
as a Group (3 people)

(1)  Unless otherwise indicated in the following footnotes,
ownership is both beneficial and of record.  Shareholders listed
have sole voting and investment powers of shares.

(2)  This number is based upon information contained in the
Schedule 13D filed by Gray, Seifert on February 15, 2002.
According to the Schedule 13D, Gray, Seifert, as discretionary
investment adviser to its clients, acquired beneficial ownership
of 1,142,871 shares of common stock at an aggregate cost to such
clients of $1,171,377.  As described in the Schedule 13D,
pursuant to agreements dated December 27, 2001, December 31, 2001
and January 31, 2002, Gray, Seifert acquired from three (3)
investment advisory clients beneficial ownership of 6,235,444
shares of common stock using its own working capital at an
aggregate cost of $249,418.

(3)  All options are considered non-dilutive since exercise price
exceeds last known market price.

Other than the transactions described herein, there were no
material transactions during 2001 to which any of the following
persons has a direct or indirect material interest: (1) any
director or officer of Synergistics, (2) any nominee for election
as a director, (3) any person who, to Synergistics' knowledge, owns
5% or more of Synergistics' stock, or (4) any relative or spouse
(or relative of such spouse) of the foregoing persons.


B.  PROPOSED MERGER OF SYNERGISTICS INTO
SYNERGISTICS ACQUISITION CORP.
(THE "MERGER")

THE MERGER AGREEMENT ATTACHED HERETO AS EXHIBIT A DESCRIBES IN DETAIL THE
TERMS OF THE PROPOSED MERGER.  THE ANNUAL REPORT TO SHAREHOLDERS, ATTACHED
HERETO AS EXHIBIT C, CONTAINS DETAILED INFORMATION ABOUT SYNERGISTICS' BUSINESS
OPERATIONS AND FINANCIAL POSITION AS OF DECEMBER 31, 2001.  WE URGE YOU TO
READ THESE EXHIBITS IN THEIR ENTIRETY.

1.  CONTACT INFORMATION

Synergistics - 9 Tech Circle, Natick, Massachusetts 01760, (508)
655-1340, attention President David S. Longworth

Synergistics Acquisition Corp. - c/o Renaissance Industrial LLC,
Ten Post Office Square, Suite 600 South, Boston, Massachusetts
02109, (617) 988-2891, attention President Gregory I. Goldman.

2.  BUSINESS CONDUCTED

(a)  Synergistics .  Synergistics, organized on May 13, 1960, is
located at 9 Tech Circle, Natick, Massachusetts 01760, telephone
(508) 655-1340, web site www.synergisticsinc.com.  Synergistics'
principal activity consists of manufacturing and marketing access
control systems which it sells to banks, corporate accounts and
other commercial customers.  Synergistics' principal activity has
not changed substantially in the past three (3) years.

(b) Synergistics Acquisition Corp.  Synergistics Acquisition Corp.,
a Massachusetts corporation, was organized on July 18, 2002 by
Gregory I. Goldman.  Since its incorporation, the Buyer has engaged
in no business other than as necessary and incidental to effecting
the Merger.  Upon the consummation of the Merger, the Buyer will be
the surviving company and will continue to do business at
Synergistics' offices in Natick, Massachusetts.

3.  MATERIAL TERMS OF THE TRANSACTION

(a)  Brief description of the Merger.

The proposed Merger Agreement, if adopted, would result in the
merger of Synergistics into Buyer, which shall be the surviving
company.  Upon the effectiveness of the Merger, the separate
existence of Synergistics shall cease and all of the rights,
privileges, powers, franchises, properties, assets, liabilities and
obligations of Synergistics shall be vested in and assumed by the
Buyer.  The Merger shall become effective upon the filing of
Articles of Merger with the Secretary of the Commonwealth of
Massachusetts.

With respect to Synergistics' common stock, holders of certificates
representing shares of Synergistics' common stock shall have no
rights after the effectiveness of the Merger except (a) to
surrender their certificates in exchange for the Per Share Cash
Consideration, defined below or (b) to perfect the rights of
appraisal as a holder of Dissenting Shares (as defined below)
pursuant to the applicable provisions of Massachusetts law.

(b)  Consideration offered to Shareholders.

Upon the effectiveness of the Merger, each share of Synergistics'
common stock issued and outstanding immediately prior to the
Merger's effectiveness (other than Dissenting Shares) shall be
converted into and exchangeable for the Per Share Cash
Consideration, which shall be determined by dividing the Total Cash
Consideration  (as defined below) by the number of shares issued
and outstanding.

Upon surrender of the certificates representing shares of
Synergistics' common stock for exchange and cancellation, the
Shareholder shall be entitled to receive in exchange a check
representing the Per Share Cash Consideration for each of the
surrendered shares.  Certificates so surrendered shall be canceled.
The Shareholders shall be notified in writing of the date of the
consummation of the Merger and shall be instructed at that time as
to the procedure for exchanging their shares.

Total Cash Consideration to be paid to Synergistics' Shareholders
is equal to $350,000 less an amount equal to Synergistics'
outstanding legal fees and expenses as of the effective date of the
Merger.  As of July 29, 2002, Synergistics owed $84,963.18 in
attorney fees and expenses.  Synergistics shall pay half of the
legal fees and expenses, less $25,000 paid by Buyer, less the
amount already paid by Synergistics prior to closing, but not to
exceed $25,000.  Synergistics' shareholders shall pay either
$50,000 or the remaining fees and expenses, whichever is less.  See
Merger Agreement Sections 2.3, 5.6, and 6.6.  Buyer shall pay the Cash
Consideration on the effective date of the Merger.

Based on the Total Cash Consideration and the estimated legal fees
and expenses which will be due on effective date of the Merger, the
Per Share Cash Consideration will be equal to $350,000 less
$84,963.18, divided by 10,285,806 shares outstanding, or $0.025 per
share.

(c)  Background and reasons for engaging in the Merger.

Without substantial outside investment, Synergistics has
insufficient financial resources to continue business operations
for a significant period of time.  Synergistics' Board of Directors
is of the opinion, after careful consideration of various
alternatives, including the solicitation of investors, that the
merger of Synergistics is in the best interest of its shareholders
because a merger will result in the most orderly liquidation of
Synergistics and the highest value per share to Synergistics'
shareholders.

(d)  Vote required to approve the Merger Agreement.

In accordance with the Massachusetts General Laws and the By-Laws
of Synergistics, a vote of two-thirds (2/3) of shares of common
stock outstanding and entitled to vote at the Special Meeting is
required to approve the Merger.

(e)  Termination Date

If the closing shall not have occurred on or before the earlier
of five (5) business days after the date of the Special Meeting
and December 31, 2002 or such later date as Synergistics and
Buyer shall have agreed to in writing the Merger Agreement shall
become void and have no further force, except that the provisions
of Sections 9.2, 9.3, 9.4, 9.5, 10.1, 11.1, 11.7, 11.10 and 11.11
of the Merger Agreement shall survive such termination and remain
in full force and effect.

(f)  No Solicitation

Synergistics, including without limitation its officers, directors,
employees or agents, may not solicit any merger, sale,
consolidation, share, exchange, recapitalization, business
combination or other similar transaction involving Synergistics,
its business and its assets.

(g)  The material differences in rights of shareholders as a result
of the Merger.

Upon the effectiveness of the Merger, the holders of Synergistics'
common stock will have no rights with respect to such stock except
(a) to surrender their certificates in exchange for the Per Share
Cash Consideration or (b) to perfect the rights of appraisal as a
holder of Dissenting Shares pursuant to the applicable provisions
of Massachusetts law.

(h) Accounting treatment of the transaction.

Not material.

(i)  Federal income tax consequences of the transaction, if
material.

The Merger presents no material federal income tax consequences to
Synergistics.  Because the cost basis of Synergistics' common stock
to Synergistics' shareholders likely exceeds the consideration
which the shareholders will receive pursuant to the Merger
Agreement, Synergistics' shareholders likely will suffer a capital
loss as a result of the Merger.  The actual tax consequences of the
Merger to the shareholders will depend on each shareholder's
specific situation and other factors not within Synergistic's
control.  Shareholders are encouraged to consult their own tax
advisors to determine the actual federal income tax consequences
arising from the Merger with respect to Synergistics' common stock,
as well as any state, local and other tax consequences.

4.  REGULATORY APPROVALS

None.

5.  REPORTS, OPINIONS, APPRAISALS

None.

6.  PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS

In the past two (2) years there have been no negotiations,
transactions or material contracts between Synergistics and the
Buyer, except for negotiations related to the Merger, as discussed
below.  Aside from the Merger Agreement and the Stockholder
Agreement, each discussed above, there are no present or proposed
material agreements, arrangement, understandings or relationships
between the Buyer (or any of its executive officers, directors,
controlling persons or subsidiaries) and Synergistics (or any of
its executive officers, directors, controlling persons or
subsidiaries).

Synergistics engaged the investment banking firm Legg Mason Wood
Walker, Inc. ("Legg Mason") (an affiliate of principal shareholder
Gray, Seifert & Co., Inc.) to handle the sale of Synergistics.
Legg Mason requested indications of interest from potential bidders
for Synergistics in mid-January.  In addition to the offer by
Synergistics Acquisition Corp., Legg Mason received an offer from
a group Synergistics' employees and informal expressions of
interest from four other possible buyers.  The group of employees
offered approximately $100,000.00 less than Synergistics
Acquisition Corp. and required obtaining financing from a third
party.  In May 2002, Legg Mason approached President David
Longworth about the possible acquisition of Synergistics by a an
entity formed as a subsidiary of Renaissance Industrial LLC
("Renaissance").  Renaissance signed a confidentiality agreement
with Synergistics on May 28, 2002. Renaissance submitted a
preliminary indication of interest in June, which they revised and
resubmitted in July.  Legg Mason requested formal offers in early
July, and Synergistics Acquisition Corp.  submitted a bid of
$350,000 cash with otherwise substantially similar terms as
previously negotiated with the group of employees.  Negotiations
between Synergistics and Synergistics Acquisition Corp., with the
participation of Legg Mason, Gray, Seifert & Co., Inc., Craig and
Macauley Professional Corporation and Steve London, Esq. (attorney
for Renaissance), continued through July.  After the Board
discussed extensively the informal expressions of interest, the
employee group offer and the Synergistics Acquisition Corp. offer,
the Board decided to sign the Merger Agreement with Synergistics
Acquisition Corp. and the Stockholder Agreement on July 25, 2002
because this offer resulted in higher per share consideration for
the shareholders and provided fewer contingencies to closing the
Merger than any other offer.

7.  STOCKHOLDER AGREEMENT

Gray, Seifert and David S. Longworth specifically agreed that they
will be bound by the terms of the Merger Agreement, use all
reasonable efforts to cause a special meeting of stockholders of
Synergistics to be held as soon as is practicable to vote to
approve the Merger and the Merger Agreement, cause all of the
shares each may be entitled to vote to be voted in favor of the
Merger and the Merger Agreement, and vote against the approval of
any other agreement providing for a merger, consolidation, sale of
assets or other business combination of Synergistics with any
person or entity other than Buyer.

8.  SELECTED FINANCIAL DATA

Not applicable.

9.  PRO FORMA SELECTED FINANCIAL DATA

Not applicable.

10.  PRO FORMA INFORMATION

Not applicable.

11.  FINANCIAL INFORMATION

Synergistics' Annual Report to Shareholders, containing financial
statements for the year ending December 31, 2001, prepared in
accordance with generally accepted accounting principles, is
attached hereto as Exhibit C.  Synergistics' Quarterly Report to
Shareholders, containing financial statements for the quarter
ending March 31, 2002, prepared in accordance with generally
accepted accounting principles, is attached hereto as Exhibit D.
Additional copies of such reports may be obtained without charge
upon request to James French, Clerk of Synergistics at 9 Tech
Circle, Natick, Massachusetts 01760.  Pro forma financial data
concerning the surviving company after the consummation of the
Merger is not presented because it would involve no meaningful
change in the information contained in Synergistics' Annual Report.

12.  PARTY INFORMATION

Synergistics and the Buyer are the parties to the proposed Merger.

The Annual Report to Shareholders, attached hereto as Exhibit C,
contains detailed information about Synergistics' business
operations and financial position as of December 31, 2001.

As described in Part B(3)(b) above, the Buyer has no history of
operations.

OTHER MATTERS

Synergistics has received written threats of litigation from the
group of employees for breach of contract with respect to their
offer.  No formal complaint has been filed by the group of
employees as of this date.

The Board of Directors of Synergistics knows of no other matters to
be presented at the Special Meeting.  If any other matter should be
presented at the Special Meeting upon which a vote properly may be
entered, shares represented by all proxies received by the Board of
Directors will be voted with respect thereto in accordance with the
judgment of the Board of Directors.

Proposals of the shareholder of Synergistics intended to be
presented at the 2003 Annual Meeting must be received by the Clerk
of Synergistics not later than one hundred twenty (120) days before
such meeting for inclusion in the 2003 proxy statement and form of
proxy, or forty-five (45) days before such meeting if the proposal
is not allowed to be included in the materials by law.

The Board of Directors urges you to mark, sign, date and return the
enclosed proxy as promptly as possible, whether or not you plan to
attend the Special Meeting in person.  If you do attend, you may
then withdraw your proxy, or you may withdraw your proxy by a
subsequently dated proxy delivered to James French, Clerk,
Synergistics, Inc., 9 Tech Circle, Natick, Massachusetts  01760.

By Order of the Board of Directors


David S. Longworth

EX-1

                          AGREEMENT AND PLAN OF MERGER

                          SYNERGISTICS ACQUISITION CORP.
                                    ("BUYER")

                                SYNERGISTICS, INC.
                                   ("SELLER")

                            DATED AS OF JULY 25, 2002





                       AGREEMENT AND PLAN OF MERGER BETWEEN
                SYNERGISTICS ACQUISITION CORP. AND SYNERGISTICS, INC.
TABLE OF CONTENTS

ARTICLE I
THE MERGER

1.1 The Merger                                           1
1.2 Effective Time                                       1
1.3 Articles of Organization and By-Laws                 2
1.4 Directors of Surviving Company                       2
1.5 Officers of Surviving Company                        2
1.6 Additional Actions                                   2

ARTICLE II
CONVERSION OF SHARES

2.1 Conversion of Seller Common Stock                    2
2.2 Exchange Procedures                                  3
2.3 Cash Consideration                                   4
2.4 Dissenters' Rights                                   4

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

3.1 Corporate Organization                               5
3.2 Capitalization                                       5
3.3 Legal Proceedings                                    5
3.4 Authorization and Effectiveness of Agreement         5
3.5 Tax Returns and Payment of Taxes                     6
3.6 Financial Statements                                 6
3.7 Absence of Certain Changes                           6
3.8 Absence of Undisclosed Liabilities                   6
3.9 Ownership of Properties                              7
3.10 Certain Line Items and Related Items                7
3.11 Broker's fees                                       8
3.12 Disclosure                                          8

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

4.1 Corporate Organization                               8
4.2 Authorization and Effectiveness of Agreement         8
4.3 Legal Proceedings                                    8
4.4 Broker's fees                                        8
4.5 Disclosure                                           9

ARTICLE V
COVENANTS OF SELLER

5.1 Conduct of Seller's Business Pending the Closing     9
5.2 Access to Information                               10
5.3 Approval of Seller's Stockholders                   10
5.4 All Reasonable Efforts                              10
5.5 Inability to Fulfill Conditions                     10
5.6 Payment of Attorney Fees                            10

ARTICLE VI
COVENANTS OF BUYER

6.1 Conduct of Business                                 11
6.2 Consents and Approvals of Third-Parties             11
6.3 All Reasonable Efforts                              11
6.4 Inability to Fulfill Conditions                     12
6.5 Directors and Officers Indemnification
    and Insurance                                       12
6.6 Payment of Attorney Fees                            14

ARTICLE VII
CLOSING CONDITIONS

7.1 Conditions to Each Party's Obligations
    Under this Agreement                                14
7.2 Conditions to the Obligations of Buyer
    Under this Agreement                                14
7.3 Conditions to the Obligations of Seller
    Under this Agreement                                15

ARTICLE VIII
THE CLOSING

8.1 Time and Place                                       15
8.2 Deliveries at the Closing                            16

ARTICLE IX
TERMINATION, AMENDMENT AND WAIVER

9.1 Termination                                          16

9.2 Effect of Termination                                16
9.3 Equitable Remedies                                   16
9.4 Seller Termination Fee                               17
9.5 Limitation on Personal Liability                     17
9.6 Amendment, Extension and Waiver                      17

ARTICLE X
CERTAIN DEFINITIONS

10.1 Certain Definitions                                 18

ARTICLE XI
MISCELLANEOUS

11.1 Confidentiality                                     19
11.2 Public Announcements                                19
11.3 Survival                                            19
11.4 Notices                                             19
11.5 Parties in Interest                                 20
11.6 Rights of Employment                                20
11.7 Complete Agreement                                  20
11.8 Counterparts                                        20
11.9 Severability                                        20
11.10 Governing Law                                      21
11.11 Headings                                           21

Ex.A Form of Seller Stockholder Agreement                23






THIS AGREEMENT AND PLAN OF MERGER dated as of July 25, 2002 (the
"Agreement"), is by and between Synergistics Acquisition Corp.
a Massachusetts corporation the "Buyer") and Synergistics,
Inc., a Massachusetts corporation (the "Seller").  (Certain
capitalized terms used herein shall have the meanings defined
in Section 10.1 hereof).

WHEREAS, the respective Boards of Directors of Buyer and Seller
have approved the acquisition of Seller by Buyer pursuant to the
merger of Buyer with Seller (the "Merger") (the resulting company
of such Merger sometimes is referred to herein as the "Surviving
Company");

WHEREAS, as a condition and inducement to Buyer's willingness to
enter into this Agreement, certain stockholders of Seller are
concurrently entering into a stockholder agreement with Buyer
(the "Seller Stockholder Agreement"), in substantially the form
attached hereto as Exhibit A, pursuant to which, among other
things, such stockholders agree to vote their shares of Seller
Common Stock in favor of this Agreement and the Transactions
contemplated hereby; and

NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements herein contained, and
of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree
hereto as follows:

Article I
The Merger

   1.1      The Merger.  At the Effective Time, Buyer shall be
      merged with Seller.  Buyer shall be the Surviving Company.
      At the Effective Time, the separate existence of Seller
      shall cease and all of the rights, privileges, powers,
      franchises, properties, assets, liabilities and obligations
      of Seller shall be vested in and assumed by Surviving
      Company.

   1.2      Effective Time.  The Merger shall be effected by the
      filing of Articles of Merger with the Secretary of the
      Commonwealth of Massachusetts (the "Secretary of the
      Commonwealth") in accordance with Massachusetts law on the
      date of the closing (the "Closing Date") provided for in
      Article VIII hereof (the "Closing").  The term "Effective
      Time" shall mean the time on the Closing Date or not later
      than the commencement of business on the next succeeding
      business day when the Merger becomes effective, as set forth
      in the Articles of Merger.

   1.3      Articles of Organization and By-Laws.  The Articles of
      Organization and By-Laws of Surviving Company shall be the
      Articles of Organization and By-Laws of Buyer as in effect
      immediately prior to the Effective Time, until thereafter
      amended as provided therein and by applicable law.


   1.4      Directors of Surviving Company.  The directors of Buyer
      immediately prior to the Effective Time shall be the initial
      directors of Surviving Company, each to hold office in
      accordance with the Articles of Organization and By-Laws of
      Surviving Company.

   1.5      Officers of Surviving Company.  The officers of Buyer
      immediately prior to the Effective Time shall be the initial
      officers of Surviving Company, in each case until their
      respective successors are duly elected or appointed and
      qualified.

   1.6      Additional Actions.  If, at any time after the
      Effective Time, Surviving Company shall consider or be
      advised that any further assignments or assurances in law or
      any other acts are necessary or desirable (a) to vest,
      perfect or confirm, of record or otherwise, in Surviving
      Company, title to and possession of any property or right of
      Seller acquired or to be acquired by reason of, or as a
      result of, the Merger, or (b) otherwise to carry out the
      purposes of this Agreement, Buyer, Seller and their proper
      officers and directors shall be deemed to have granted to
      Surviving Company an irrevocable power of attorney to
      execute and deliver all such property deeds, assignments and
      assurances in law and to do all acts necessary or proper to
      vest, perfect or confirm title to and possession of such
      property or rights of Surviving Company and otherwise to
      carry out the purposes of this Agreement; and the proper
      officers and directors of Surviving Company are fully
      authorized in the name of Buyer and Seller or otherwise to
      take any and all such action.

Article II
Conversion of Shares

   2.1      Conversion of Seller Common Stock.

      (a)   Merger Consideration.  At the Effective Time, each
         share of Seller's common stock, par value $.01 per share
         (the "Seller Common Stock") issued and outstanding
         immediately prior to the Effective Time (other than
         Dissenting Shares, as defined in Section 2.4 hereof) and
         other than Seller Common Stock then owned by Seller or
         Buyer shall, by virtue of the Merger and without any
         action on the part of the holder thereof, be converted
         into and exchangeable for the Per Share Cash
         Consideration, as defined below.  The "Seller Outstanding
         Share Number" shall mean the number of shares of Seller
         Common Stock issued or subject to a binding obligation to
         issue as of the Effective Time.  The "Per Share Cash
         Consideration" shall be determined by dividing the Net
         Cash Consideration (calculated in accordance with Section
         2.3 hereof) by the Seller Outstanding Share Number.  The
         consideration to be received for each share of Seller
         Common Stock, as the same may be adjusted as provided in
         this Agreement, is referred to herein as the "Merger
         Consideration."

      (b)   Stock Owned by Seller.  All Seller Common Stock owned
         by Seller, or Buyer shall, at the Effective Time, cease
         to exist, and the certificates for such shares shall, as
         promptly as practicable thereafter, be canceled and no
         payments shall be made in consideration therefor.  All
         shares of Buyer Common Stock that are owned by Seller (in
         each case other than in a fiduciary capacity or as a
         result of debts previously contracted) shall become
         treasury stock of Buyer.

   2.2      Exchange Procedures.

      (a)   Rights of Holders Upon Exchange of Certificates.  The
         holder of a Certificate that prior to the Merger
         represented issued and outstanding Seller Common Stock
         shall have no rights after the Effective Time, with
         respect to such Seller Common Stock except to surrender
         the Certificate in exchange for the Merger Consideration
         as provided in this Agreement or to perfect the rights of
         appraisal as a holder of Dissenting Shares that such
         holder may have pursuant to the applicable provisions of
         Massachusetts law.  Upon surrender of a Certificate for
         exchange and cancellation at the Closing, the holder of
         such Certificates shall be entitled to receive in
         exchange therefor a check representing the amount of
         cash, if any, which such holder has the right to receive
         in respect to the Certificate surrendered pursuant to the
         provisions of Section 2.1 hereof and the Certificate so
         surrendered shall forthwith be canceled.  No interest
         shall be paid or accrued on the cash and unpaid dividends
         and distributions, if any, payable to holders of
         Certificates.

      (b)   Transfer Books.  After the Effective Time, there shall
         be no transfers on Seller's stock transfer books of the
         shares of Seller Common Stock which were issued and
         outstanding immediately prior to the Effective Time.  If,
         after the Effective Time, Certificates representing such
         shares are presented for transfer, they shall be canceled
         and exchanged for cash as provided in this Article II.

      (c)   Lost Certificates.  In the event any Certificate shall
         have been lost, stolen or destroyed, upon the making of
         an affidavit of that fact by the person claiming such
         Certificate to be lost, stolen or destroyed and, if
         required by Buyer, the posting by such person of a bond
         in such amount as Buyer may direct as indemnity against
         any claim that may be made against it with respect to
         such Certificate, Buyer will issue in exchange for such
         lost, stolen or destroyed Certificate cash deliverable in
         respect thereof pursuant to Section 2.1 hereof.

      (d)   Surrender by Persons Other Than Record Holders.  If the
         Person surrendering a Certificate and signing the
         accompanying letter of transmittal is not the record
         holder thereof, then it shall be a condition of the
         payment of the Merger Consideration that such Certificate
         is properly endorsed to such Person or is accompanied by
         appropriate stock powers, in either case signed exactly
         as the name of the record holder appears on such
         Certificate, and is otherwise in proper form for
         transfer, or is accompanied by appropriate evidence of
         the authority of the Person surrendering such Certificate
         and signing the letter of transmittal to do so on behalf
         of the record holder and that the person requesting such
         exchange shall pay to Buyer in advance any transfer or
         other taxes required by reason of the payment to a person
         other than the record holder of the Certificate
         surrendered, or required for any other reason, or shall
         establish to the satisfaction of the Buyer that such tax
         has been paid or is not payable.

   2.3      Cash Consideration.  The "Cash Consideration" shall
      equal $350,000.00  The "Net Cash Consideration" shall equal
      the Cash Consideration minus the lesser of (i) $50,000 or
      (ii) the amount necessary to pay in full to Craig and
      Macauley Professional Corporation the Total Legal Fees and
      Expenses, as defined in Section 5.6(a) hereof (which remain
      outstanding after payments are made under Sections 5.6(b)
      and 6.6(a) hereof).  Such amount due to Craig and Macauley
      Professional Corporation shall be paid directly by Seller to
      Craig and Macauley Professional Corporation at the Closing.

   2.4      Dissenters' Rights.  Notwithstanding anything in this
      Agreement to the contrary and unless otherwise provided by
      applicable law, Seller Common Stock which is issued and
      outstanding immediately prior to the Effective Time and
      which is owned by stockholders who, pursuant to applicable
      law, (a) deliver to Seller in the manner provided by law,
      before the taking of the vote of Seller's stockholders on
      the Merger, a written objection to the Merger and a written
      demand for the appraisal of their shares if the Merger is
      effected, and (b) whose shares are not voted in favor of the
      Merger, nor consented thereto in writing (the "Dissenting
      Shares"), shall not be converted into the right to receive,
      or be exchangeable for, the Merger Consideration, but,
      instead, the holders thereof shall be entitled to payment of
      the appraised value of such Dissenting Shares in accordance
      with the provisions of Chapter 156B,sect. 85-98 of the
      Massachusetts Business Corporation Law, as from time to time
      amended.  If any such holder shall have failed to perfect or
      shall have effectively withdrawn or lost such right of
      appraisal, the Seller Common Stock of such holder shall
      thereupon be deemed to have been irrevocably converted into
      and be exchangeable for, at the Effective Time, the right to
      receive the Merger Consideration.  Buyer shall have the
      right to participate in any proceeding involving dissenters'
      rights.

   2.5      Upon receipt of any written objections to the Merger
      submitted to Seller by Seller's Stockholders, Seller
      promptly shall notify Buyer in writing of the receipt of
      such objections, shall provide Buyer with copies of each
      such objections and shall identify the total number of
      shares of Seller's Common Stock held by the objecting
      stockholders.



Article III

Representations and Warranties of Seller

Seller hereby represents and warrants to Buyer as follows, and
Buyer has relied upon the truth and accuracy of such
representations and warranties in making its decision to enter
into the Transactions contemplated hereby:

   3.1      Corporate Organization.  The Seller is a corporation
      duly organized and existing in good standing under the laws
      of the Commonwealth of Massachusetts, and it has all
      corporate powers necessary to own its properties and carry
      on its business as it is now being conducted.  Complete and
      correct copies of (a) Seller's Articles of Organization,
      together with any amendments thereto, (b) By-Laws of the
      Seller, (c) a list of Seller's stockholders, dated as of May
      17, 2002 and prepared by the Seller's transfer agent,
      Registrar and Transfer Company (the "Seller Stockholder
      List"), (d) outstanding agreements between the Seller and
      its stockholders and (e) Seller's corporate minute books
      (collectively, the "Corporate Documents") are incorporated
      by reference and have been provided under a letter dated the
      date hereof.  At the time of the Closing, the Seller's
      original Corporate Documents will be delivered to the Buyer.
      The Seller has no Subsidiaries.

   3.2      Capitalization.  The aggregate number of shares that
      the Seller is authorized to issue is 12,000,000 common
      shares, par value $.01 per share, of which 10,285,806 shares
      are issued and outstanding (including 16,445 shares held by
      Seller as treasury stock).  All such issued shares of the
      Seller have been validly issued and are fully paid and
      nonassessable.  There are no existing options, warranties,
      calls, preemptive rights or commitments of any kind relating
      to the authorized and unissued capital stock of the Seller,
      except for outstanding options to issue an aggregate of
      43,723 shares of Seller Common Stock to Seller's officers
      and employees as evidenced by option agreements and the
      stock option plan Previously Disclosed to Buyer.

   3.3      Legal Proceedings.  To the best of Seller's knowledge,
      except as Previously Disclosed, after conducting a diligent
      review of its books and records, no suits, actions, claims,
      or demands are pending against the Seller, and Seller does
      not anticipate any such suits, actions, claims or demands.

   3.4      Authorization and Effectiveness of Agreement.  Once
      approved by Seller's stockholders by the required vote,
      Seller will have taken all corporate and other actions
      necessary to authorize it to execute, deliver and perform
      under this Agreement and all instruments and agreements
      delivered pursuant hereto and thereto and to consummate the
      Transactions contemplated hereby and thereby, and all
      instruments and agreements delivered in connection herewith
      or therewith by the Seller will constitute its legal, valid
      and binding obligation enforceable against it in accordance
      with its terms, subject to laws of general application
      relating to the rights of creditors generally and, as to
      enforcement, to general principles of equity, regardless of
      whether applied in a proceeding at law or in equity.

   3.5      Tax Returns and Payment of Taxes.  The Seller has duly
      filed or will file all tax returns and schedules due before
      the Closing Date with all local, state, and federal taxing
      authorities, and has paid all taxes due thereon, and is not
      delinquent or in default with respect to such taxes or the
      filing of any return.

   3.6      Financial Statements.  The balance sheets of the Seller
      as at December 31, 1999, December 31, 2000 and December 31,
      2001 and the related statements of operations and
      accumulated deficit and cash flows for the years ended
      December 31, 1999, December 31, 2000 and December 31, 2001,
      in each case as audited by Livingston & Haynes, P.C., (the
      "Year-End Financial Statements") the most recent balance
      sheet of the Seller as at June 30, 2002 and the related
      statement of income for the six-month period ended June 30,
      2002 (together with the Year-End Financial Statements, the
      "Corporate Financial Statements") which were previously
      delivered to the Buyer, fairly present the financial
      position of the Seller as of the dates set forth therein and
      the results of the operations and changes in accumulated
      deficit and cash flows of the Seller for the respective
      periods or as of the respective dates set forth therein, in
      each case in conformity with GAAP applied on a consistent
      basis throughout the periods involved.


   3.7      Absence of Certain Changes.  Since the date of the
      Corporate Financial Statements, there has not been,
      individually or collectively, any Material Adverse Effect
      resulting from the following (a) any actual or, to Seller's
      knowledge, any threatened, anticipated or contemplated
      damage, destruction, loss (whether or not covered by
      insurance), conversion, termination, cancellation, default or taking
      by eminent domain or other action by governmental authority which has
      materially adversely affected or may hereafter materially adversely
      affect the properties, assets business or prospects of Seller's
      business; (b) an increase, other than in the ordinary course, in the
      compensation payable or to become payable to any of the Seller's
      officers, employees, agents or consultants (including, without
      limitation, any increase pursuant to any bonus, pension, profit-sharing
      or other plan or commitment), or the entering into of any employment
      contract with any officer, or employee, or the making of any loan to, or
      engagement in any transaction with, any officers, directors or
      stockholders of the Seller in respect of Seller's business, or the
      establishment of any new, or the modification of any existing, employee
      benefit, compensation or stock plan in respect of Seller's business; or
      (c) capital expenditures or commitments therefor by the Seller in excess
      of $6,000 in the aggregate for additions, alterations, or modifications
      to property, plant or equipment of Seller's business.

   3.8      Absence of Undisclosed Liabilities.  To the best of Seller's
      knowledge, after conducting a diligent review of its books and records,
      there are no liabilities or other obligations of Seller (whether
      absolute or contingent) except for liabilities and obligations (i)
      reflected on the Corporate Financial Statements or adequately reserved
      for on the Corporate Financial Statements, (ii) incurred in the ordinary
      course of business of the Seller since the date of the Corporate
      Financial Statements consistent with past practices, and (iii)
      individually or in the aggregate, not material in amount, including,
      without limitation, pending suits or claims against Seller.

   3.9   Ownership of Properties.  To the best of Seller's knowledge based
      upon the records of the Uniform Commercial Code Division of the
      Secretary of the Commonwealth of Massachusetts, Seller has possession
      of all of Seller's assets, free and clear of all mortgages, pledges,
      security interests, conditional sales agreements, charges of any
      kind, restrictions, liens, encumbrances, rights, title and interests
      of others.  The Seller has valid and subsisting leasehold interest or
      licenses in, and possession of all Seller's assets that are leased by
      the Seller.

 3.10     Certain Line Items and Related Items.

   (a)   Trade Accounts Receivable.  To the best of Seller's knowledge, all
      accounts receivable reflected on the Corporate Financial Statements
      arose or will arise from the sale of products and services provided
      in the ordinary course of Seller's business.  Except for accounts
      receivable  as Previously Disclosed, all accounts receivable
      reflected on the June 30, 2002  Financial Statements are the legal
      and binding claims of the Seller, free and clear of all liens, have
      been recorded in accordance with GAAP, and subject to consistently
      recorded reserves for bad debts and returns, which reserves have been
      established in accordance with GAAP consistently applied (subject to
      normal recurring year-end adjustments), fairly reflect the past
      collection experience of Seller's business.

   (b)   Properties.  To the best of Seller's knowledge, after conducting a
      diligent review of its books and records, the Previously Disclosed
      list is a true and accurate disclosure of the matters set forth
      therein, including without limitation, a list of all leases or other
      material agreements under which the Seller is lessee of or holds or
      operates any items of machinery, equipment, motor vehicles, computer
      equipment, printers, office furniture or fixtures owned by any third-
      party.  True, complete and correct copies (or, in the case of oral
      leases or agreements, descriptions) of which leases and agreements
      have been furnished to the Buyer.  To the best of Seller's knowledge,
      after conducting a diligent review of its books and records, Seller
      is the owner and holder of all of the leasehold estates purported to
      be granted by such leases or agreements and all other leases or
      agreements under which Seller is lessee of or holds or operates any
      such items owned by a third-party, and each of such leases and
      agreements is in full force and effect and constitutes a legal, valid
      and binding obligation of Seller and the other parties hereto.  To
      the best of Seller's knowledge, there is not under any of such leases
      any existing default or event, condition or occurrence which, with
      the giving of notice or lapse of time, or both, would constitute a
      default thereunder and which would have a Material Adverse Effect
      upon the Seller.

  (c)   Contracts, Etc.  To the best of Seller's knowledge, after
      conducting a diligent review of its books and records, the Previously
      Disclosed list of (i) all written contracts, agreements and other
      instruments not made in the ordinary course of Seller's business to
      which the Seller is a party and which involve an amount in excess of
      $25,000 and (ii) all written contracts, agreements and other
      instruments made in the ordinary course of Seller's business is true
      and complete.

   (d)   Compliance; Governmental.  To the best of Seller's knowledge, no
      proceeding is pending or threatened to revoke or limit Seller's
      business or impose any penalty, monetary or otherwise, with respect
      to Seller's business or its assets, for Seller's failure to comply
      with (i) in any material respect, any federal, state, local or
      foreign laws, ordinances, regulations or orders applicable to
      Seller's business or its assets, or (ii) any federal, state, local
      and foreign governmental licenses or permits necessary in the conduct
      of Seller's business as presently conducted.

   (e)   Accounts Payable.  All accounts payable reflected have been or
      will have been incurred on or prior to the Closing Date in the
      ordinary course of Seller's business.

   3.11     Broker's Fees.  Except for Seller's retention of Legg Mason Wood
      Walker, Inc. pursuant to an agreement dated October 29, 2001 which
      Seller Previously Disclosed to Buyer, neither Seller nor any of its
      officers or directors has employed any broker, finder or investment
      advisor or incurred any liability for any broker's fees, commissions,
      finder's fees or investment advisory fees in connections with any of the
      Transactions contemplated by this Agreement.  Seller's agreement with
      Legg Mason Wood Walker Inc. provides that no fees will be charged in
      connection with any of the Transactions contemplated by this Agreement,
      however Seller shall be responsible for all expenses due and owing to
      Legg Mason Wood Walker, Inc., which expenses shall be payable at the
      Closing if not previously paid.

   3.12     Disclosure.  To the best of Seller's knowledge, after conducting a
      diligent review of its books and records, no representation or warranty
      contained in this Agreement, and no statement Previously Disclosed to
      Seller pursuant to the provisions hereof or thereof, contains any untrue
      statement of a material fact.

Article IV

Representations and Warranties of Buyer
   Buyer hereby represents and warrants to Seller as follows:

   4.1      Corporate Organization.  The Buyer is a Massachusetts corporation
      duly organized and existing in good standing under the laws of the
      Commonwealth of Massachusetts.  Buyer is legally competent to enter into
      this Agreement and has furnished to Seller a copy of the certified
      resolutions of its Board of Directors authorizing it to enter into this
      Agreement and to consummate the Transactions contemplated hereby.  Buyer
      has no Subsidiaries.

   4.2      Authorization and Effectiveness of Agreement.  Buyer has taken all
      corporate and other actions necessary to authorize it to execute,
      deliver and perform under this Agreement and all instruments and
      agreements delivered pursuant hereto and thereto and to consummate the
      Transactions contemplated hereby and thereby, and all instruments and
      agreements delivered in connection herewith or therewith by the Buyer
      constitute its legal, valid and binding obligation enforceable against
      it in accordance with its terms, subject to laws of general application
      relating to the rights of creditors generally and, as to enforcement, to
      general principles of equity, regardless of whether applied in a
      proceeding at law or in equity.

   4.3      Legal Proceedings.  No suits, actions, claims, or demands are
      pending against the Buyer, and Buyer has no actual knowledge of, or any
      reason to anticipate any suit, action, claim, or demand against the
      Buyer.

      4.4   Broker's Fees.  Neither Buyer nor any of its officers or directors
         has employed any broker, finder or investment advisor, or incurred
         any liability for any broker's fees, commissions, finder's fees or
         investment advisory fees in connections with any of the Transactions
         contemplated by this Agreement.

   4.5      Disclosure.  To Buyer's knowledge, no representation or warranty
      of Buyer contained in this Agreement, contains any untrue statement of a
      material fact.

Article V

Covenants of Seller

   5.1      Conduct of Seller's Business Pending the Closing.  The Seller
      covenants from the date hereof to and including the Closing Date,
      without receiving Buyer's prior written consent, which consent shall not
      unreasonably be withheld or delayed, to comply with the following:

      (a)   Seller shall not enter into or modify any agreement (or agree to
         enter into or modify an agreement) that would have a Material Adverse
         Effect upon the ability of Seller to consummate the Transactions
         contemplated hereby or of the Buyer to conduct Seller's business from
         and after the Effective Time;

      (b)   Without Buyer approval, Seller shall not do any of the following:
         (i) make any capital expenditures from the date hereof to and
         including the Closing Date, out of the ordinary course of Seller's
         business, in the aggregate in excess of $3,000; (ii) make any
         commitment to make any capital expenditures after the Closing Date
         relating to Seller's business or its assets in the aggregate in
         excess of $3,000; (iii) amend or waive any rights under any of its
         material contracts relating to Seller's business or its assets,
         except in the ordinary course of business; or (iv) enter into (1) any
         written employment or severance agreement with any existing full-time
         or part-time employee or (2) any new employee benefit plan, program
         or arrangement or amend any existing employee benefit plan, program
         or arrangement specifically relating to existing full-time or part-
         time employees or grant any increases in compensation to existing
         full-time or part-time employees in excess of increases in
         compensation consistent with Seller's past practices;

      (c)   Seller shall maintain in full force and effect all insurance
         policies now in effect or renewals thereof covering Seller's
         business, its assets and its existing full-time and part-time
         employees;

      (d)   Seller promptly shall notify Buyer of the following of which it
         may become aware: (i) any written notice received by Seller alleging
         any breach or violation of, default or event of default under, or
         actual or threatened termination or cancellation of any material
         contract relating to Seller's business; (ii) any material loss of,
         damage to, or disposition of any of Seller's assets (other than the
         sale or use of inventories in the ordinary course of business); and
         (iii) any material claim or litigation, threatened in writing or
         instituted against the Seller and relating to Seller's business;

      (e)   Seller shall not sell, dispose of, lease, sublease, distribute,
         encumber or enter into any agreement, arrangement or commitment,
         whether oral or written, for the sale, disposition, leasing,
         subleasing, distribution or encumbrance of any portion of Seller's
         assets or its business (other than the sale and use of inventories in
         the ordinary course of Seller's business) or initiate or participate,
         through agents, representatives or otherwise, in any discussions or
         negotiations with, or otherwise solicit from any business or person
         any proposals or offers relating to the disposition of any such
         portion of Seller's assets or its business;

      (f)   Seller shall not make any material change to any business policy,
         including, without limitation, promotional, advertising, marketing,
         pricing, purchasing, personnel, return or product acquisition policy;
         and

      (g)   Seller shall use its best efforts to preserve for the benefit of
         Seller's business its relations with customers, contractors,
         subcontractors and suppliers.

   5.2      Access to Information.  Prior to the Closing Date and upon
      reasonable notice from the Buyer, Seller shall: (a) give the Buyer and
      its authorized representatives and representatives of its financing
      sources reasonable access to all offices, warehouses, plants, stores and
      other facilities relating to Seller's business or its assets and to all
      books and records of Seller's business, (b) permit the Buyer and all
      such other persons to make such inspections as they may reasonably
      request at reasonable times and (c) cause its officers to furnish the
      Buyer and all such other persons with such financial and operating data
      and other information with respect Seller's business as they may from
      time to time reasonably request.

   5.3      Approval of Seller's Stockholders.  Seller shall take all
      reasonable steps necessary to duly call, give notice to stockholders on
      the Seller Stockholder List of, solicit proxies for, convene and hold a
      special meeting of its stockholders, including the preparation and
      filing of proxy materials with the Securities and Exchange Commission
      (the "Commission"), for the purpose of approving this Agreement and the
      Transactions contemplated hereby (the "Special Meeting").  The Seller's
      Board of Directors will recommend to Seller's stockholders the approval
      of this Agreement and the Transactions contemplated hereby and will use
      all reasonable efforts to obtain, as promptly as practicable, the
      necessary approvals by Seller's stockholders of this Agreement and the
      Transactions contemplated hereby.  Seller shall submit to Buyer for its
      approval the notice and proxy statement for the Special Meeting prior to
      filing with the Commission and prior to distributing to stockholders.
      Seller shall also provide Buyer with copies of all comments and other
      correspondence received by Seller from the Commission relating to the
      proxy statement, the Special Meeting or the Merger.

   5.4      All Reasonable Efforts.  Subject to the terms and conditions
      herein provided, Seller agrees to use all reasonable efforts to take, or
      cause to be taken, all actions and to do, or cause to be done, all
      things necessary, proper or advisable under applicable laws and
      regulations to consummate and make effective the Transactions
      contemplated by this Agreement.

   5.5      Inability to Fulfill Conditions.  In the event that Seller
      determines that a condition to its obligation to complete the Merger
      cannot be fulfilled and that it will not waive that condition, it will
      promptly notify Buyer.

   5.6      Payment of Attorney Fees.

      (a)   As of May 31, 2002, the amount of legal fees and expenses billed
         to Seller by Craig and Macauley Professional Corporation, and still
         outstanding as of such date, was $43,024.44 (the "Billed Legal Fees
         and Expenses"), and the amount of unbilled legal fees and expenses
         was $17,479.35.  From June 1, 2002 until the Effective Time, Craig
         and Macauley Professional Corporation shall incur on behalf of Seller
         additional, reasonable legal fees and expenses in connection with the
         negotiation and execution of this Agreement and the subsequent
         actions necessary to consummate the Merger and the other Transactions
         contemplated hereby, which legal fees and expenses may pertain to
         work to be completed after the Effective Time (together with unbilled
         legal fees and expenses as of May 31, 2002, the "Unbilled Legal Fees
         and Expenses").  The Billed Legal Fees and Expenses plus the Unbilled
         Legal Fees and Expenses shall equal the "Total Legal Fees and
         Expenses."  At the Closing, Craig and Macauley Professional
         Corporation shall provide to Seller a written invoice listing the
         Total Legal Fees and Expenses and describing any payments made to
         Craig and Macauley Professional Corporation by the Seller from June
         1, 2002 to the Closing (the "Pre-Closing Payments").

      (b)   At the Closing, and prior to the distribution of any of the Merger
         Consideration to the Seller's stockholders, Seller shall pay to Craig
         and Macauley Professional Corporation an amount equal to (a) one-half
         (1/2) of (i) the Total Legal Fees and Expenses less (ii) the amount
         which Buyer shall pay under Section 6.6 hereof (but such amount shall
         not exceed $25,000), less (b) any Pre-Closing Payments made by
         Seller.

   5.7      No Solicitation.  Without the prior written approval of Buyer,
      which approval shall not be unreasonably withheld, from the date hereof
      until the earlier of Closing Date and the termination of this Agreement,
      neither Seller nor any of its officers, directors, employees,
      representatives, agents or affiliates (including, without limitation,
      any investment banker, attorney or accountant retained by Seller) shall
      (a) take any action to encourage the making of inquiries or proposals
      that constitute an Acquisition Proposal (as defined below), (b) enter
      into or maintain or continue negotiations with any person or entity in
      furtherance of such inquiries, (c) accept an Acquisition Proposal or
      agree to endorse an Acquisition Proposal, or (d) authorize or permit any
      such persons to take any such action.  For purposes of this Agreement,
      "Acquisition Proposal" shall mean any of the following (other than the
      Transactions contemplated hereby): any merger, sale, consolidation,
      share, exchange, recapitalization, business combination or other similar
      transaction involving the Seller, its business and its assets.
      Notwithstanding the foregoing, Seller and its officers, directors,
      employees, representatives, agents or affiliates (including, without
      limitation, any investment banker, attorney or accountant retained by
      Seller) may (a) respond to inquiries regarding a possible transaction
      with the Seller, (b) provide general information about the progress of
      the consummation of the Transactions contemplated hereby and (c) provide
      public information about Seller.

Article VI

Covenants of Buyer

   6.1      Conduct of Business.  During the period from the date of this
      Agreement to the Effective Time, except with the prior written consent
      of Seller, Buyer shall take no action which would (i) materially
      adversely affect its ability to perform its covenants and agreements
      under this Agreement, or (ii) result in the representations and
      warranties of Buyer contained in this Agreement not being true and
      correct on the date of this Agreement or at any future date on or prior
      to the Closing Date.

   6.2      Consents and Approvals of Third-Parties.  Buyer shall use all
      reasonable efforts to obtain as soon as practicable all consents and
      approvals of any other Persons necessary or desirable for the
      consummation of the Transactions contemplated by this Agreement.

  6.3   All Reasonable Efforts.  Subject to the terms and conditions
      herein provided, Buyer agrees to use all reasonable efforts to take,
      or cause to be taken, all actions and to do, or cause to be done, all
      things necessary, proper or advisable under applicable laws and
      regulations to consummate and make effective the Transactions
      contemplated by this Agreement.

   6.4      Inability to Fulfill Conditions.  In the event that Buyer
      determines that a condition to its obligation to complete the Merger
      cannot be fulfilled and that it will not waive that condition, it will
      promptly notify Seller.

   6.5      Directors and Officers Indemnification and Insurance.

      (a)   Contractual Indemnification.  In the event any threatened or
         actual claim, action, suit, proceeding or investigation, whether
         civil or administrative  which arises within two (2) years after the
         Effective Time against a person who, as of the date hereof, is an
         officer, director or employee of Seller (each an "Indemnified Party"
         and collectively, the "Indemnified Parties") is brought by a person
         who is not an Indemnified Party, or, in the event any Indemnified
         Party is threatened to be, made a party to any such claim, action,
         suit, proceeding or investigation, which claim, action, suit,
         proceeding or investigation arises out of or pertains to (i) the fact
         that the Indemnified Party is or was an officer, director or employee
         of Seller, or (ii) this Agreement or any of the Transactions
         contemplated hereby, whether in any case asserted or arising from
         facts and circumstances occurring before the Effective Time, such
         Indemnified Parties and Buyer agree to cooperate and use their
         reasonable efforts to defend against and respond to such claim,
         action, suit, proceedings or investigation.  It is understood and
         agreed that from and after the Effective Time, Buyer shall indemnify
         and hold harmless up to an amount, inclusive of all costs, expenses,
         legal fees and settlement amounts, not to exceed $50,000, each
         Indemnified Party against any and all losses, claims, damages,
         liabilities, fines, expenses (including without limitation reasonable
         attorney fees and disbursements) and amounts actually and reasonably
         paid in settlement, in connection with any such threatened or actual
         claim, action, suit, proceeding or investigation (whether asserted or
         arising before or after the Effective Time).  Notwithstanding the
         foregoing, (1) Buyer shall not be liable for any settlement effected
         without its prior written consent (which consent shall not be
         unreasonably withheld), and (2) Buyer shall have no obligation
         hereunder to any Indemnified Party when and if a court of competent
         jurisdiction shall ultimately determine, and such determination shall
         have become final and non-appealable, that indemnification of such
         Indemnified Party in the manner contemplated hereby is prohibited by
         applicable law.   Nothing contained in this Section 6.5(a) shall
         affect any rights to indemnification which are provided under Section

         6.5(c) or under the documents referred to therein.

      (b)   Procedural Limitations.  Any Indemnified Party wishing to claim
         indemnification under Section 6.5(a) shall, upon learning of any such
         claim, action, suit, proceeding or investigation, notify Buyer
         thereof in writing and provide all material respective and indicative
         thereof, provided that the failure so to notify shall not affect the
         obligations of Buyer under Section 6.5(a) except to the extent that
         such failure materially prejudices Buyer's investigation, defense or
         settlement thereof.  As a condition to receiving indemnification
         under Section 6.5(a), the party claiming indemnification shall
         assign, by separate writing, to Buyer all right, title and interest
         to and in proceeds of any insurance maintained or provided by Seller
         or Buyer, for the benefit of claimant, to the extent of
         indemnification actually received from Buyer hereunder.  Any Person
         entitled to indemnification pursuant to Section 6.5(a) shall be
         required to cooperate fully in the defense and investigation of any
         claim as to which indemnification may be made and shall send such
         notices as Buyer may reasonably request under any applicable
         directors and officers liability to preserve claims of which the
         claiming party is aware.  No Person shall be entitled to
         indemnification under Section 6.5(a) if such Person is seeking
         indemnification based on a claim (other than a claim arising as a
         supplier to or customer of Buyer of Seller) brought by such Person or
         by an entity of which such Person is a general partner, executive
         officer, director, trustee, beneficiary or controlling person unless
         such Person or entity has waived any right to participate in any
         damage or other award to such claiming party or other entity in any
         such action, suit or proceeding.

      (c)   Articles of Organization and By-Laws.  All rights to
         indemnification and all imitations of liability existing in favor of
         the Indemnified Parties as provided in Seller's Articles of
         Organization and By-Laws, or similar governing documents of Seller,
         as in effect as of the date hereof with respect to claims or
         liabilities arising from facts or events existing or occurring prior
         to the Effective Time shall survive the Merger and shall continue in
         full force and effect, without any amendment thereto, after the
         Effective Time.  Buyer shall indemnify, defend and hold harmless the
         Indemnified Parties pursuant to the rights surviving pursuant to the
         preceding sentence to the fullest extent permitted under applicable
         law.  Nothing contained in this Section 6.5(c) or in Seller's
         Articles or By-laws shall affect any rights to indemnification which
         are provided under Section 6.5(a) hereof.


      (d)   Purchase of Insurance.  From and after the Effective Time, Buyer
         shall have no obligation to cause the Indemnified Parties to be
         covered by a directors' and officers' liability insurance policy, nor
         shall Buyer have any obligation to continue any directors' and
         officers' liability insurance policy currently maintained by Seller.

      (e)   Successors or Assigns.  To the extent not otherwise provided by
         applicable law, contract or otherwise, and to the extent necessary
         under the circumstances for Buyer's successors or assigns to be
         bound, in the event Buyer or any of its successors or assigns (i)
         consolidates with or merges into any other Person and shall not be
         the continuing or surviving corporation or entity of such
         consolidation or merger, or (ii) transfers or conveys all or
         substantially all of its properties and assets to any Person, proper
         provision shall be made so that the successors and assigns of Buyer
         assume the obligations set forth in this Section 6.5.

      (f)   Third-Party Beneficiary.  The provisions of this Section 6.5 are
         expressly intended to be for the irrevocable benefit or, and shall be
         enforceable by, each director or officer covered hereby and his or
         her heirs and representatives, and nothing herein shall affect any
         indemnification rights that any Indemnified Party and his or her
         heirs and representatives may have under the Articles of Organization
         or By-Laws of the Seller, any contract or applicable law.

   6.6      Payment of Attorney Fees.

      (a)   At the Closing, Buyer agrees to pay to Craig and Macauley
         Professional Corporation $25,000 to cover a portion of the Total
         Legal Fees and Expenses owed by Seller.  Such payment is in addition
         to the payment of the Cash Consideration.

      (b)   At the Closing, Seller's stockholders shall pay to Craig and
         Macauley Professional Corporation an amount equal the lesser of (i)
         $50,000 or (ii) the amount necessary to pay in full to Craig and
         Macauley Professional Corporation the Total Legal Fees and Expenses,
         as defined in Section 5.6(a) hereof (which remain outstanding after
         payments are made under Sections 5.6(b) and 6.6(a) hereof).

Article VII

Closing Conditions

   7.1      Conditions to Each Party's Obligations Under This Agreement.  The
      respective obligations of each party under this Agreement shall be
      subject to the fulfillment at or prior to the Closing of the following
      conditions.

      (a)   Stockholder Approval.  This Agreement and the Transactions
         contemplated hereby shall have been approved in accordance with
         applicable law by the requisite vote of Seller's stockholders.

      (b)   Injunctions.  None of the parties hereto shall be subject to any
         order, decree or injunction of a court or agency of competent
         jurisdiction which enjoins or prohibits the consummation of the
         Merger.

   7.2      Conditions to the Obligations of Buyer Under This Agreement.  The
      obligations of Buyer under this Agreement shall be further subject to
      the satisfaction, at or prior to the Effective Time, of the following
      conditions.

      (a)   Representations and Warranties.  The representations and
         warranties of Seller set forth in this Agreement shall be true and
         correct in all material respects as of the date of this Agreement,
         except as otherwise contemplated by this Agreement or consented to in
         writing by the Buyer; provided, however, that the condition contained
         in this Section 7.2(a) shall be deemed to be satisfied unless the
         failure of such representations and warranties to be so true and
         correct constitute, individually or in the aggregate, a Material
         Adverse Effect on Seller, and Seller shall have delivered to Buyer a
         certificate of Seller to such effect signed by the President of
         Seller as of the Effective Time.

      (b)   Agreements and Covenants.  Seller shall have performed in all
         material respects all obligations and complied in all material
         respects with all agreements or covenants of Seller to be performed
         or complied with by it at or prior to the Effective Time under this
         Agreement, and Buyer shall have received a certificate signed on
         behalf of Seller by the President of Seller to such effect dated as
         of the Effective Time.

      (c)   Termination of Exchange Act Registration.  Buyer shall have
         received from Seller at the Closing a completed and signed Securities
         Exchange Commission Form 15 with respect to the termination of the
         registration of Seller's Common Stock under the Securities Exchange
         Act of 1934.

Seller will furnish Buyer with such certificates of its officers or others and
such other documents to evidence fulfillment of the conditions set forth in
this Section 7.2 as Buyer may reasonably request.

   7.3      Conditions to the Obligations of Seller Under This Agreement.  The
      obligations of Seller under this Agreement shall be further subject to
      the satisfaction, at or prior to the Effective Time, of the following
      conditions.

      (a)   Representations and Warranties.  The representations and
         warranties of Buyer set forth in this Agreement shall be true and
         correct in all material respects as of the date of this Agreement,
         except as otherwise contemplated by this Agreement or consented to in
         writing by the Seller; provided, however, that the condition
         contained in this Section 7.3(a) shall be deemed to be satisfied
         unless the failure of such representations and warranties to be so
         true and correct constitute, individually or in the aggregate, a
         Material Adverse Effect on Buyer, and Buyer shall have delivered to
         Seller a certificate of Buyer to such effect signed by the President
         and Treasurer of Buyer as of the Effective Time.

      (b)   Agreements and Covenants.  Buyer shall have performed in all
         material respects all obligations and complied in all material
         respects with all agreements or covenants of Buyer to be performed or
         complied with by it at or prior to the Effective Time under this
         Agreement, and Seller shall have received a certificate signed on
         behalf of Buyer by the President of Buyer to such effect dated as of
         the Effective Time.

Buyer will furnish Seller with such certificates of its officers or others and
such other documents to evidence fulfillment of the conditions set forth in
this Section 7.3 as Seller may reasonably request.

Article VIII

The Closing

   8.1      Time and Place.  Subject to the provisions of Articles VII and IX
      hereof, the Closing of the Transactions contemplated hereby shall take
      place at the offices of Craig and Macauley Professional Corporation,
      Federal Reserve Plaza, 600 Atlantic Avenue, Boston, Massachusetts 02210,
      at 10:00 a.m. on a date specified by Buyer at least three (3) business
      days prior to such date.  The Closing Date shall be held on the date
      which is as soon as practicable after the last required approval for the
      Merger has been obtained from Seller's stockholders, or at such other
      place, date or time as Buyer and Seller may mutually agree upon in
      writing.

   8.2   Deliveries at the Closing.  At the Closing there shall be
      delivered to Buyer and Seller the certificates and other documents
      and instruments required to be delivered under Article VII hereof.

Article IX

Termination, Amendment and Waiver

   9.1      Termination.  This Agreement may be terminated at any time prior
      to the Effective Time:

      (a)   At any time, by the mutual written agreement of Buyer and Seller;

      (b)   By Buyer or Seller (provided that the terminating party is not
         then in material breach of any representation, warranty, covenant or
         other agreement contained herein), if there has been a material
         breach on the part of the other party of any representation,
         warranty, covenant or other agreement contained herein which cannot
         be or has not been cured within thirty (30) days after written notice
         by Buyer to Seller (or by Seller to Buyer) of such breach;

      (c)   At the election of either Buyer or Seller, if the Closing shall
         not have occurred on or before the earlier of five (5) business days
         after the date of the Special Meeting and December 31, 2002 (the
         "Termination Date"), or such later date as Buyer and Seller shall
         have agreed to in writing; provided, that no party may terminate this
         Agreement pursuant to this Section 9.1(c) if the failure of the
         Closing to have occurred on or before said date was due to such
         party's breach of any of its obligations under this Agreement; and

   9.2      Effect of Termination.  In the event of termination of this
      Agreement pursuant to any provision of Section 9.1, this Agreement shall
      forthwith become void and have no further force, except that the
      provisions of Sections 9.3, 9.4, 9.5, 10.1, 11.1, 11.7, 11.10 and 11.11
      (and of this Section 9.2) shall survive such termination of this
      Agreement and remain in full force and effect.

    9.3      Equitable Remedies.  The parties hereto acknowledge that
      irreparable damage would result if this Agreement is not
      specifically enforced and that, therefore, the rights and
      obligations of the parties under this Agreement may be enforced by
      a decree of specific performance issued by a court of competent
      jurisdiction, and appropriate injunctive relief may be applied for
      and granted in connection therewith.  The inclusion of provisions
      relating to the Seller Termination Fee and the Buyer Termination
      Fee (each as defined in Section 9.4 hereof) in this Agreement
      shall not be construed as a limitation of any kind on the ability
      of either party to seek (or be entitled to receive) specific
      performance under this Section 9.3; provided, however, that no
      party shall be entitled to receive both specific performance and
      the payment of a Termination Fee.

     9.4   Termination Fees.

     (a)      Buyer shall pay to Seller a termination fee of Three Hundred
            Fifty Thousand Dollars ($350,000.00) (the "Seller Termination
            Fee"), as provided for in the form of Escrow Agreement among the
            Buyer, Seller, and Brown Rudnick Berlack Israels LLP, dated the
            date hereof, within five (5) business days of the occurrence of
            any of the following: Buyer terminates this Agreement or refuses
            to close the Transactions contemplated hereby in violation of the
            terms hereof, or the Closing does not take place as a consequence
            of Buyer's material breach of its representations and warranties
            made as of the date of this Agreement, or by reason of a material
            breach by Buyer of its covenants made herein, if such material
            breach involves action, the failure to take such action, or an
            occurrence which is within the control of Buyer.

         (b)      Seller shall pay to Buyer a termination fee of Twenty Five
            Thousand Dollars ($25,000) (the "Buyer Termination Fee") within
            five (5) business days of the occurrence of any of the following
            (individually, a "Buyer Termination Event"): Seller terminates
            this Agreement or refuses to close the Transactions contemplated
            hereby in violation of the terms hereof, or the Closing does not
            take place as a consequence of Seller's material breach of its
            representations and warranties made as of the date of this
            Agreement, or by reason of a material breach by Seller of its
            covenants made herein, if such material breach involves action,
            the failure to take such action, or an occurrence which is within
            the control of Seller.  In addition to the Buyer Termination Fee,
            if Seller consummates an Acquisition Proposal at any time within
            12 months following the termination of this Agreement as a result
            of a Buyer Termination Event, then the third party or parties
            (together, the "Third Party") that engage in the Acquisition
            Proposal with Seller shall pay Buyer or its designee a fee of
            $25,000 (the "Buyer Reimbursement Fee").  Seller shall not
            consummate any such Acquisition Proposal without including as a
            binding obligation of the Third Party its agreement to pay the
            Buyer Reimbursement Fee.  The Buyer Reimbursement Fee shall be
            paid within three (3) business days following consummation of the
            Acquisition Proposal by wire transfer of immediately available
            funds to an account specified by Buyer or its designee.

         (c)      The Termination Fees shall constitute liquidated damages and
            shall be the sole monetary remedy of the Seller and Buyer.  It is
            understood that the existence of this monetary remedy is not to be
            construed as a limitation of any kind on the ability of the Seller
            and the Buyer to seek (or be entitled to receive) specific
            performance under Section 9.3.

      9.5   Limitation on Personal Liability.

         (a)      In no event shall any stockholder, officer, agent or
            director of Seller be personally liable to Buyer, its directors,
            officers or stockholders for any reason in connection with the
            Agreement or the Transactions contemplated thereby, except for (i)
            actions caused by the fraudulent conduct of any such stockholder,
            officer, agent or director and (ii) actions arising out of breach
            of the Seller Stockholder Agreement by any stockholder of Seller.

         (b)      In no event shall any stockholder, officer, agent or
            director of Buyer be personally liable to Seller, its directors,
            officers or stockholders for any reason in connection with the
            Agreement or the Transactions contemplated thereby, except for (i)
            actions caused by the fraudulent conduct of any such stockholder,
            officer, agent or director and (ii) actions arising out of breach
            of the Buyer Stockholder Agreement by any stockholder of Buyer.

   9.6      Amendment, Extension and Waiver.  Subject to applicable law, at
      any time prior to the Effective Time (whether before or after approval
      thereof by the stockholders of Seller), the parties hereto may (a) amend
      this agreement, (b) extend the time for the performance of any of the
      obligations or other acts of any party hereto, (c) waive any
      inaccuracies in the representations and warranties contained herein or
      in any document delivered pursuant hereto, or (d) waive compliance with
      any of the agreements or conditions contained herein; provided, however,
      that after any approval of this Agreement and the Transactions
      contemplated hereby by the stockholders of Seller, there may not be,
      without further approval of such stockholders, any amendment of this
      Agreement which reduces the amount or changes the form of consideration
      to be delivered to Seller's stockholders pursuant to this Agreement.
      This Agreement may not be amended except by an instrument in writing
      signed on behalf of each of the parties hereto.  Any agreement on the
      part of a party hereto to any extension or waiver shall be valid only if
      set forth in an instrument in writing signed on behalf of such party,
      but such waiver or failure to insist on strict compliance with such
      obligation, covenant, agreement or condition shall not operate as a
      waiver of, or estoppel with respect to, any subsequent or other failure.


Article X

Certain Definitions

   10.1     Certain Definitions.  As used in this Agreement, the following
      terms have the following meanings (unless the context otherwise
      requires, both here and throughout this Agreement and, references to
      Articles and Sections refer to Articles and Sections of this Agreement.

      (a)   "Material Adverse Effect", when used with respect to any Person,
         shall mean a material adverse effect on the financial condition,
         business or results of operations of such Person; provided, however,
         that the following matters shall not constitute or contribute to a
         Material Adverse Effect: (i) changes in the financial condition,
         business or results of operations of the Seller, (ii) changes in the
         financial condition, business or results of operations of a Person
         resulting directly or indirectly from changes in general economic
         conditions or the public announcement of the Transactions
         contemplated hereby; or (iii) matters related to changes in federal,
         state or local tax laws or changes in federal, state or local tax
         statues, characteristics or attributes, or the ability to use such
         attributes.

      (b)   "Person" shall mean any individual, corporation, partnership,
         joint venture, association, trust, unincorporated organization or
         government or any agency or political subdivision thereof.

      (c)   "Previously Disclosed" shall mean disclosed in a letter dated the
         date hereof delivered from the disclosing party to the other party
         specifically referring to the appropriate section of this Agreement
         and describing in reasonable detail the matters contained therein.
         Such disclosures sometimes are referred to herein as Schedules.


      (d)   "Subsidiary" or "Subsidiaries" of any Person shall mean any Person
         who directly or indirectly through one or more intermediaries, is
         controlled by, such specified Person, including, without limitation,
         any partnership or joint venture in which a Person (either alone, or
         through or together with any subsidiary) has, directly or indirectly,
         an interest of five percent (5%) or more.

      (e)   "Transactions contemplated by this Agreement" and "Transactions
         contemplated hereby" shall include the Merger.

Article XI

Miscellaneous

   11.1     Confidentiality.  Buyer and Seller mutually agree to be bound by
      all the terms of the Confidentiality Agreement previously executed by
      the parties hereto on May 28, 2002, which sections are hereby reinstated
      and incorporated herein by reference.

   11.2  Public Announcements.  Seller and Buyer shall cooperate with each
         other in the development and distribution of all news releases and
         other public information disclosures with respect to this Agreement
         or any of the Transactions contemplated hereby, except as may be
         otherwise required by law, and neither Seller nor Buyer shall issue
         any joint news releases with respect to this Agreement or any of the
         Transactions contemplated hereby, unless such news releases have been
         mutually agreement upon by the parties hereto.

   11.3     Survival.  Except for any agreement of the parties contained in
      this Agreement which by its terms is intended to be performed after the
      Effective Time, the respective representations, warranties and
      agreements of the parties contained in this Agreement or in any Exhibit,
      Schedule, certificate, list, letter or other instrument referred to in
      this Agreement, and which are delivered or made pursuant to this
      Agreement (or in connection with any of the Transactions contemplated
      hereby) shall not survive the Effective Time but shall terminate as of
      the Effective Time.

   11.4     Notices.  All notices or other communications hereunder shall be
      in writing and shall be deemed given if delivered by receipted hand
      delivery or mailed by prepaid registered or certified mail (return
      receipt requested) or by cable, telegram, telex or telecopy addressed as
      follows:


   If to Buyer, to:
      Synergistics Acquisition Corp.
      c/o Renaissance Industrial LLC
      Ten Post Office Square
      Suite 600 South
      Boston, MA 02109
      Attention:  Gregory I. Goldman

      with  a copy to:

      Steven R. London, Esquire
      Brown Rudnick Berlack Israels LLC
      One Financial Center
      Boston, MA 02111

      If to Seller, to:       Synergistics, Inc.
                              9 Tech Circle
                              Natick, MA  01760
                              (508) 655-1340
                              fax (508) 651-2902
                              Attention:  President

      with a copy to:         David F. Hannon, Esq.
                              Craig and Macauley Professional Corporation
                              Federal Reserve Plaza
                              600 Atlantic Avenue
                              Boston, MA  02210
                              (617) 367-9500
                              fax (617) 742-1788.

   11.5     Parties in Interest.  This Agreement shall be binding upon and
      shall inure to the benefit of the parties hereto and their respective
      successors and assigns; provided, however, that neither this Agreement
      nor any of the rights, interests or obligations hereunder shall be
      assigned by any party hereto without the prior written consent of the
      other party, and that (except as otherwise expressly provided in this
      Agreement) nothing in this Agreement is intended to confer upon any
      other Person any rights or remedies under or by reason of this
      Agreement.

   11.6  Rights of Employment.  Nothing in this Agreement shall be deemed
         to confer upon any person any rights of employment with or any rights
         to hold any particular office with Buyer or to limit the right of
         Buyer to terminate the employment or office of any person.

   11.7     Complete Agreement.  This Agreement, including the Exhibits
            hereto and the documents and other writings referred to herein or
            delivered pursuant hereto (including the Seller and Buyer
            Stockholder Agreements), contain the entire agreement and
            understanding of the parties with respect to its subject matter.
            There are no restrictions, agreements, promises, warranties,
            covenants or undertakings between the parties other than those
            expressly set forth herein.  This Agreement supersedes all prior
            agreements and understandings (other than the Confidentiality
            Agreement referred to in Section 11.1 hereof) between the parties,
            both written and oral, with respect to its subject matter.

     11.8  Counterparts.  This Agreement may be executed in one or more
               counterparts all of which shall be considered one and the same
               agreement and each of which shall be deemed an original.

     11.9     Severability.  In the event that any one or more provisions
            of this Agreement shall for any reason be held invalid, illegal or
            unenforceable in any respect, by any court of competent
            jurisdiction, such invalidity, illegality or unenforceability
            shall not affect any other provisions of this Agreement, and the
            parties shall use their reasonable efforts to substitute a valid,
            legal and enforceable provision which, insofar as practical,
            implements the purposes and intents of this Agreement.
            11.10 Governing Law.  This Agreement shall be governed by the laws
               of the Commonwealth of Massachusetts.

      11.11    Headings.  The Article and Section headings contained in
            this Agreement are for reference purposes only and shall not
            affect in any way the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, Buyer and Seller have caused this Agreement to be executed
under seal by their duly authorized officers as of the day and year first
written above.



Witness:                            BUYER:
SYNERGISTICS ACQUISITION CORP.

                                        By:
                                          Name: Gregory I. Goldman
                                               Title:  President
Witness:                           SELLER:
SYNERGISTICS, INC.

                                        By:
                                          Name:
                                          Title:


Exhibit A
Form of Seller Stockholder Agreement
July 25, 2002
Synergistics Acquisition Corp.
c/o Renaissance Industrial LLC
Ten Post Office Square
Suite 600 South
Boston, MA  02109

Gentlemen:
Each of the undersigned (a "Stockholder") is entering into this
letter agreement ("Agreement") with respect to shares of the
common stock, par value $.01 per share ("Seller Common Stock"),
of Synergistics, Inc., a Massachusetts corporation ("Seller").
As used in this Agreement the term "Shares" shall mean and refer
to any and all shares of Seller Common Stock now owned or
hereafter acquired by a Stockholder and any other shares of
Seller Common Stock with respect to which a Stockholder or his
nominee may from time to time possess voting power.
Simultaneously with the execution of this Agreement, Synergistics
Acquisition Corp., a Massachusetts corporation ("Buyer") and
Seller are entering into an Agreement and Plan of Merger (the
"Merger Agreement") providing, among other things, for the merger
of Seller with Buyer (the "Merger").  We understand that Buyer
has undertaken and will continue to undertake substantial
expenses in connection with the negotiation and execution of the
Merger Agreement and the subsequent actions necessary to
consummate the Merger and the other transactions contemplated by
the Merger Agreement.
In consideration of, and as a condition to, Buyer's entering into
the Merger Agreement, and in consideration of the expenses
incurred and to be incurred by Buyer in connection therewith,
each Stockholder and Buyer agree as follows:

   1.       Agreement to Vote in Favor of Merger.  Each Stockholder
      specifically agrees that: he will be bound by the terms of
      the Merger Agreement; he will use all reasonable efforts to
      cause a special meeting of stockholders of Seller (the
      "Special Meeting") to be held as soon as is practicable to
      vote to approve the Merger, the Merger Agreement and the
      transactions contemplated thereby; and at the Special
      Meeting or any other meeting of stockholders of Seller, he
      will cause all of the Shares he may be entitled to vote to
      be voted (X) in favor of the Merger, the Merger Agreement
      and the transactions contemplated thereby and (Y) against
      the approval of any other agreement providing for a merger,
      consolidation, sale of assets or other business combination
      of Seller with any person or entity other than Buyer.

   2.       Restrictions on Sale or other Disposition of Shares.
      Each Stockholder hereby agrees that from and after the date
      hereof and until the Effective Time of the Merger (as
      defined in the Merger Agreement), each Stockholder will not,
      directly or indirectly, sell, assign, hypothecate, transfer,
      pledge, give, place in trust or in any other fashion dispose
      of (including, without limitation, by granting of proxies,
      or relinquishment of voting rights, with respect to)
      (collectively, a "Transfer") any of the Shares owned by each
      Stockholder, unless the party to which such Transfer is made
      enters into a written Agreement with Buyer in substantially
      the form of this Agreement.

   3.       Representations and Warranties.  Each Stockholder
      represents and warrants to Buyer as follows:

      (a)   This Agreement has been duly executed and delivered by
         each Stockholder and constitutes his legal and valid
         obligation enforceable against him in accordance with its
         terms.  Neither the execution and delivery of this
         Agreement nor compliance by the Stockholder with any of
         the provisions hereof does or will violate, conflict with
         or result in a breach of any term, condition or provision
         of, any material agreement to which the Stockholder is a
         party.

      (b)   He is the beneficial owner of, and if not the
         beneficial owner has voting authority over, the number of
         Shares indicated opposite such Stockholder's name on the
         signature page hereof; he has plenary voting and
         dispositive power with respect to such Shares; he owns
         and has the authority to vote no other shares of Seller
         Common Stock; there are no proxies, voting trusts or
         other agreements or understandings with respect to the
         voting of any of the Shares other than this Agreement or
         as Previously Disclosed; and no Stockholder has entered
         into (and no Stockholder will enter into) any agreement
         or arrangement in any way inconsistent with this
         Agreement.

   4.       Waiver and Release of Claims.  Upon the Effective Time,
      with respect to the Shares of Seller Common Stock they
      beneficially own, each of the Stockholders, individually and
      severally, hereby release, remise, acquit, satisfy and
      forever discharge Buyer and Surviving Company (as defined in
      the Merger Agreement), their agents, employees, officers,
      directors, attorneys and all other persons acting or
      purporting to act on behalf of or at the direction of Buyer
      and Surviving Company, their representatives, successors and
      assigns, from and against any and all manner of actions,
      causes of action, suits, specialties, summons, doings,
      omissions, sums of money, debts, expenses, accounts,
      reckonings, bonds, representations, covenants, contracts,
      controversies, agreements, variances, damages, judgments,
      executions, claims, demands and liabilities whatsoever, in
      law or in equity, which any of such parties individually or
      in any combination thereof, now has or can, shall or may at
      any time hereafter have against Buyer and Surviving Company,
      their agents, employees, officers, directors, attorneys or
      all other persons acting or purporting to act on behalf or
      at the direction of Buyer and Surviving Company, their
      representatives, successors and assigns, for, upon or by
      reason of any matter, cause or thing and liabilities
      pertaining to the Merger, this Agreement and any breach
      thereof; provided, however, that the Stockholders do not
      waive any claims to the payment of the Per Share Cash
      Consideration provided by the Merger Agreement.

   5.       Equitable Remedies.  The parties hereto acknowledge
      that irreparable damage would result if this Agreement is
      not specifically enforced and that, therefore, the rights
      and obligations of the parties under this Agreement may be
      enforced by a decree of specific performance issued by a
      court of competent jurisdiction, and appropriate injunctive
      relief may be applied for and granted in connection
      therewith.  Without limiting the generality of the
      foregoing, it is the intention of the parties that an order
      be issued (if necessary) causing the covenants of the
      Stockholders set forth in this agreement to be specifically
      enforced.  Such remedies shall, however, not be exclusive
      and shall be in addition to any other remedies which any
      party may have under this Agreement or otherwise; provided,
      however, that no Stockholder shall have personal liability
      hereunder so long as (i) the requisite number of
      stockholders of Seller approves the Merger, the Merger
      Agreement and the transactions contemplated thereby on or
      before December 31, 2002, and (ii) such approval remains in
      full force and effect and is not modified, amended,
      superseded or rescinded, and (iii) the stockholders of
      Seller do not vote to approve any other agreement providing
      for a merger, consolidation, sale of assets or other
      business combination of Seller or any of its subsidiaries
      with any person or entity other than Buyer or a subsidiary
      of Buyer.

   6.       Notices.  Notices may be provided to Buyer and the
      Stockholders in the manner specified in Section 11.4 of the
      Merger Agreement, with all notices to the Stockholders being
      provided to their attention, in care of the President of
      Seller in the manner specified in such Section.

   7.       Miscellaneous.  Notwithstanding anything herein to the
      contrary, this Agreement shall remain in full force and
      effect until the earlier of (i) the consummation of the
      Merger and (ii) the termination of the Merger Agreement in
      accordance with its terms.  The agreements contained herein
      are intended to continue for such time as may reasonably be
      necessary to obtain all necessary approvals, including
      stockholder approval, of the Merger and any other
      transactions contemplated by the Merger Agreement.  For the
      convenience of the parties hereto, this Agreement may be
      executed in any number of counterparts, each such
      counterpart being deemed to be an original instrument, and
      all such counterparts shall together constitute the same
      agreement.  This Agreement shall be governed by and
      construed in accordance with the laws of Massachusetts,
      without giving effect to conflicts of law principles.  If
      any provision hereof is deemed unenforceable, the
      enforceability of the other provisions hereof shall not be
      affected.

   8.       Survival.  The representations, warranties and
      agreements of the Stockholders contained in this Agreement
      shall not survive the Effective Time (as defined in the
      Merger Agreement) but shall terminate as of the Effective
      Time.

   9.       Several Obligations.  Each of the Stockholders has
      signed this letter agreement intending to be bound severally
      thereby and not to be bound as joint obligors.
      Please confirm your agreement with us by signing a copy of
      this letter.

NUMBER OF SHARES-   NUMBER OF SHARES -      SELLER STOCKHOLDERS:
BENEFICIALLY OWNED  VOTING AUTHORITY ONLY

                                            GRAY, SEIFERT & CO., INC.

   shares               shares              By:
                                            Name:
                                            Title:

3,575 shares          0 shares
                                            David S. Longworth

   Agreed to and accepted as of the 25 day of July, 2002.

                                      SYNERGISTICS ACQUISITION CORP.

                                      By:
                                      Name:
                                      Title:  President

EX-2

EXHIBIT 2 TO
PROXY STATEMENT

Sections 85-98 of Chapter 156B
Massachusetts General Laws Annotated


Section85.Dissenting stockholder; right to demand payment for
stock; exception.

     A stockholder in any corporation organized under the laws of
Massachusetts which shall have duly voted to consolidate or merge
with another corporation or corporations under the provisions of
sections seventy-eight or seventy-nine who objects to such
consolidation or merger may demand payment for his stock from the
resulting or surviving corporation and an appraisal in accordance
with the provisions of sections eighty-six to ninety-eight,
inclusive, and such stockholder and the resulting or surviving
corporation shall have the rights and duties and follow the
procedure set forth in those sections. This section shall not apply
to the holders of any shares of stock of a constituent corporation
surviving a merger if, as permitted by subsection (c) of section
seventy-eight, the merger did not require for its approval a vote
of the stockholders of the surviving corporation.

Section86.    Selections applicable to appraisal; prerequisites.

     If a corporation proposes to take a corporate action as to
which any section of this chapter provides that a stockholder who
objects to such action shall have the right to demand payment for
his shares and an appraisal thereof, sections eighty-seven to
ninety-eight, inclusive, shall apply except as otherwise
specifically provided in any section of this chapter. Except as
provided in sections eighty-two and eighty-three, no stockholder
shall have such right unless (1) he files with the corporation
before the taking of the vote of the shareholders on such corporate
action, written objection to the proposed action stating that he
intends to demand payment for his shares if the action is taken and
(2) his shares are not voted in favor of the proposed action.

Section87.    Statement of rights of objecting stockholders in
notice of meeting; form.

     The notice of the meeting of stockholders at which the
approval of such proposed action is to be considered shall contain
a statement of the rights of objecting stockholders. The giving of
such notice shall not be deemed to create any rights in any
stockholder receiving the same to demand payment for his stock, and
the directors may authorize the inclusion in any such notice of a
statement of opinion by the management as to the existence or non-
existence of the right of the stockholders to demand payment for
their stock on account of the proposed corporate action. The notice
may be in such form as the directors or officers calling the
meeting deem advisable, but the following form of notice shall be
sufficient to comply with this section:
     

     "If the action proposed is approved by the stockholders at the
meeting and effected by the corporation, any stockholder (1) who
files with the corporation before the taking of the vote on the
approval of such action, written objection to the proposed action
stating that he intends to demand payment for his shares if the
action is taken and (2) whose shares are not voted in favor of such
action has or may have the right to demand in writing from the
corporation (or, in the case of a consolidation or merger, the name
of the resulting or surviving corporation shall be inserted),
within twenty days after the date of mailing to him of notice in
writing that the corporate action has become effective, payment for
his shares and an appraisal of the value thereof. Such corporation
and any such stockholder shall in such cases have the rights and
duties and shall follow the procedure set forth in sections 88 to
98, inclusive, of chapter 156B of the General Laws of
Massachusetts."

Section88.    Notice of effectiveness of action objected to.

     The corporation taking such action, or in the case of a merger
or consolidation the surviving or resulting corporation, shall,
within ten days after the date on which such corporate action
became effective, notify each stockholder who filed a written
objection meeting the requirements of section eighty-six and whose
shares were not voted in favor of the approval of such action, that
the action approved at the meeting of the corporation of which he
is a stockholder has become effective. The giving of such notice
shall not be deemed to create any rights in any stockholder
receiving the same to demand payment for his stock. The notice
shall be sent by registered or certified mail, addressed to the
stockholder at his last known address as it appears in the records
of the corporation.

Section89.    Demand for payment; time for payment.

     If within twenty days after the date of mailing of a notice
under subsection (e) of section eighty-two, subsection (f) of
section eighty-three, or section eighty-eight, any stockholder to
whom the corporation was required to give such notice shall demand
in writing from the corporation taking such action, or in the case
of a consolidation or merger from the resulting or surviving
corporation, payment for his stock, the corporation upon which such
demand is made shall pay to him the fair value of his stock within
thirty days after the expiration of the period during which such
demand may be made.

Section90.    Demand for determination of value; bill in equity;
venue.

     If during the period of thirty days provided for in section
eighty-nine the corporation upon which such demand is made and any
such objecting stockholder fail to agree as to the value of such
stock, such corporation or any such stockholder may within four
months after the expiration of such thirty-day period demand a
determination of the value of the stock of all such objecting
stockholders by a bill in equity filed in the superior court in the
county where the corporation in which such objecting stockholder
held stock had or has its principal office in the commonwealth.


Section91.    Parties to suit to determine value; service.

     If the bill is filed by the corporation, it shall name as
parties respondent all stockholders who have demanded payment for
their shares and with whom the corporation has not reached
agreement as to the value thereof. If the bill is filed by a
stockholder, he shall bring the bill in his own behalf and in
behalf of all other stockholders who have demanded payment for
their shares and with whom the corporation has not reached
agreement as to the value thereof, and service of the bill shall be
made upon the corporation by subpoena with a copy of the bill
annexed. The corporation shall file with its answer a duly verified
list of all such other stockholders, and such stockholders shall
thereupon be deemed to have been added as parties to the bill. The
corporation shall give notice in such form and returnable on such
date as the court shall order to each stockholder party to the bill
by registered or certified mail, addressed to the last known
address of such stockholder as shown in the records of the
corporation, and the court may order such additional notice by
publication or otherwise as it deems advisable. Each stockholder
who makes demand as provided in section eighty-nine shall be deemed
to have consented to the provisions of this section relating to
notice, and the giving of notice by the corporation to any such
stockholder in compliance with the order of the court shall be a
sufficient service of process on him. Failure to give notice to any
stockholder making demand shall not invalidate the proceedings as
to other stockholders to whom notice was properly given, and the
court may at any time before the entry of a final decree make
supplementary orders of notice.

Section92.    Decree determining value and ordering payment;
valuation date.

     After hearing the court shall enter a decree determining the
fair value of the stock of those stockholders who have become
entitled to the valuation of and payment for their shares, and
shall order the corporation to make payment of such value, together
with interest, if any, as hereinafter provided, to the stockholders
entitled thereto upon the transfer by them to the corporation of
the certificates representing such stock if certificated or, if
uncertificated, upon receipt of an instruction transferring such
stock to the corporation. For this purpose, the value of the shares
shall be determined as of the day preceding the date of the vote
approving the proposed corporate action and shall be exclusive of
any element of value arising from the expectation or accomplishment
of the proposed corporate action.

Section93.    Reference to special master.

     The court in its discretion may refer the bill or any question
arising thereunder to a special master to hear the parties, make
findings and report the same to the court, all in accordance with
the usual practice in suits in equity in the superior court.

Section94.    Notation on stock certificates of pendency of bill.

     On motion the court may order stockholder parties to the bill
to submit their certificates of stock to the corporation for the
notation thereon of the pendency of the bill and may order the
corporation to note such pendency in its records with respect to
any uncertificated shares held by such stockholder parties, and may
on motion dismiss the bill as to any stockholder who fails to
comply with such order.


Section95.    Costs; interest.

     The costs of the bill, including the reasonable compensation
and expenses of any master appointed by the court, but exclusive of
fees of counsel or of experts retained by any party, shall be
determined by the court and taxed upon the parties to the bill, or
any of them, in such manner as appears to be equitable, except that
all costs of giving notice to stockholders as provided in this
chapter shall be paid by the corporation. Interest shall be paid
upon any award from the date of the vote approving the proposed
corporate action, and the court may on application of any
interested party determine the amount of interest to be paid in the
case of any stockholder.

Section96.    Dividends and voting rights after demand for payment.

     Any stockholder who has demanded payment for his stock as
provided in this chapter shall not thereafter be entitled to notice
of any meeting of stockholders or to vote such stock for any
purpose and shall not be entitled to the payment of dividends or
other distribution on the stock (except dividends or other
distributions payable to stockholders of record at a date which is
prior to the date of the vote approving the proposed corporate
action) unless:

     (1) A bill shall not be filed within the time provided in
section ninety;

     (2) A bill, if filed, shall be dismissed as to such
stockholder; or

     (3) Such stockholder shall with the written approval of the
corporation, or in the case of a consolidation or merger, the
resulting or surviving corporation, deliver to it a written
withdrawal of his objections to and an acceptance of such corporate
action.

     Notwithstanding the provisions of clauses (1) to (3),
inclusive, said stockholder shall have only the rights of a
stockholder who did not so demand payment for his stock as provided
in this chapter.

Section97.    Status of shares paid for.

     The shares of the corporation paid for by the corporation
pursuant to the provisions of this chapter shall have the status of
treasury stock, or in the case of a consolidation or merger the
shares or the securities of the resulting or surviving corporation
into which the shares of such objecting stockholder would have been
converted had he not objected to such consolidation or merger shall
have the status of treasury stock or securities.

Section98.    Exclusive remedy; exception.

     The enforcement by a stockholder of his right to receive
payment for his shares in the manner provided in this chapter shall
be an exclusive remedy except that this chapter shall not exclude
the right of such stockholder to bring or maintain an appropriate
proceeding to obtain relief on the ground that such corporate
action will be or is illegal or fraudulent as to him.

EX-3

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549



                           Form 10-KSB



Annual Report Pursuant to Section 13 or 15(d) of the Securities
                      Exchange Act of 1934



   For the fiscal year ended:           December 31, 2001

      Commission File No.:                   0-6421





                       SYNERGISTICS, INC.



         Massachusetts                     04-2283157

    (State of Incorporation)       (IRS Employer I.D. Number)



   9 Tech Circle, Natick, MA                  01760

     (Address of Principal                 (Zip Code)
       Executive Office)



   Issuer's telephone number             (508) 655-1340





Securities registered under Section 12(b) of the
Exchange Act:



    Title of each class    Name of each exchange on which registered

           None.                           None.







Securities registered under Section 12(g) of the
Exchange Act:



                  Common Stock $0.01 Par Value

                        (Title of class)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [ X ]



State issuer's revenues for its most recent fiscal year.$2,543,277




State the aggregate market value of the voting and  $         0.00
non-voting common equity held by non-affiliates
computed by reference to the price at which the
common equity was sold, or the average bid and
asked price of such common equity, as of a
specified date within the past 60 days.




State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.



Common Stock, $0.01 Par Value              10,285,806

     (Title of Class)      (Shares Outstanding at March 1, 2002)


Exhibit Index is located on pages 13 and 19 of this Form 10-K.



               DOCUMENTS INCORPORATED BY REFERENCE

                              None.



Transitional Small Business Disclosure Format (Check one):  Yes
[   ];  No [ X ]



Forward Looking Statements

Certain statements contained in this 10-KSB, including those contained in the
Description of Business, Management's Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere, are forward-looking
statements within the meaning of the Private Securities Litigation Reform
Act of 1995 and are thus prospective. Such forward-looking statements are
subject to risks, uncertainties and other factors which could cause actual
results to differ materially from future results expressed or implied by such
statements.   Such factors include, but are not limited to increases in raw
material costs, supply and distribution chain delays and declines in
the national economy, all of which could adversely affect cash flow.





                             PART I


ITEM 1.  DESCRIPTION OF BUSINESS

(a)  Business Development

Synergistics, Inc. a Massachusetts corporation (the "Company") organized on
May 13, 1960 is located at 9 Tech Circle, Natick, Massachusetts 01760,
telephone (508) 655-1340, Web site www.synergisticsinc.com. The Company's
principal activity consists of manufacturing and marketing access control
systems which it sells to banks, corporate accounts and other commercial
customers.  The Company's principal activity has not changed substantially
in the past three years.

Over the past three years, the Company has been engaged in marketing and
selling its access control systems to businesses and banks, mainly in
the U.S.  Large and medium sized PC based access control systems
manufactured by the Company include Citadel, Building Watch for Windows and
WaPac for Windows. These systems are designed to fill the needs of, and are
marketed to medium to large sized commercial accounts, hospitals, banks,
colleges and universities.  The Company also markets its smaller access control
products to banks where they are used mainly to control customer access to ATM
vestibules.  In 1994 and 1995, the majority of banks in Greater New York City
installed the Company's ATM Access system to provide secured access to their
ATM vestibules.  In 1998 Citicorp, who used their own customized ATM
access control security system, switched to a customized version of the
Synergistics ATM Access product to convert their branches over to a
Synergistics system.  Currently Citibank has over 225 Synergistics systems
installed.  The Company is now in the process of upgrading the Citibank ATM
Access systems installed in 1998 to tie in to the Citibank ATM network.
Other banking products, such as the MSLR1 and ATM-3 are sold in the U.S. and
abroad, and are still a good part of the Company's business.

(b)  Business of Issuer

(1)  Principal Products and Markets

Bank ATM Access Control:  The Company has been marketing bank ATM access
control products since 1977.  These products consisted of MSLR1, ATM III
and ATM Access.  In 1998, the Company added a customized networked product
expressly customized for Citibank sites in Greater New York City.  In 2000,
it began talks with Citicorp to enhance that product by adding network
communications to it's controllers. Bank ATM access control revenue
represented approximately 18% of all Company revenue in 2001, 13% in
2000 and 13% in 1999.  The Company estimates having sold ATM access control
products to over 40,000 bank installations in the United States and abroad.
Individual ATM access control products are discussed herein.

MSLR1 - ATM Vestibule Access Control: The MSLR1 product line continues to be a
substantial revenue producer for the Company.  It is a minimal security access
control system utilizing a single reader and controller to control access to
a single door in an automatic teller machine (ATM) lobby installation.  Over
the years, the Company has sold to over 40,000 bank installations worldwide.

ATM-III - ATM Vestibule Access Control:  This product controls access to ATM
vestibule installations similar to the MSLR1 product.  It offers high security
to the installations.

ATM Access - ATM Vestibule Access Control:  ATM Access is a distributed
processing access control system developed in 1994 to meet the requirements
for New York City's Local Law 70, a law passed to increase security in ATM
installations.  The ATM Access system meets the requirements of the law by using
a database supplied to the banks by NYCE which provides reasonable assurance
that only bank card gain entrance to ATM vestibule installations. Today, there
are over 1,500 installations in and around New York City.

Citicorp ATM Access - ATM Vestibule Access Control:  This product, developed
in 1998 uses the ATM Access product as a base controller for a customized,
networked  access control system for all Citibank ATM installations in New
York City. The product is currently being modified to communicate over
Citicorp's TCP/IP network.  Currently this product has been released in 2002,
and the new design is being installed in New York City as an upgrade to the
existing Synergistics product installed in 1998.

PO-VAC - Post Office Lobby Access Control:  This product is currently being
sold to the U.S. Post Offices of Connecticut to provide security to Post Office
lobbies which are to be open to the public 24 hours per day. An initial order
for $25,000 in PO-VAC systems was sold in 2001.  Post Office lobbies are
currently being renovated by the Postal Service to make provisions for PO-VAC
installation.

WA-PAC NT - A Windows NT based distributed processing building management
system:  WA-PAC is an access control system which supports a network of
buildings or sites from a Personal Computer, over dial-up or direct, voice
grade, telephone lines, fiber optics or TCP/IP network. WA-PAC operates as a
distributed intelligent network of card access readers and controllers that
provide access control and building security to buildings or groups of
buildings. Each building supports 64 card access readers and over 4,000 alarm
and output points.  WaPac NT controllers will support databases of over 80,000
users when expanded.  WaPac NT is marketed to Colleges, Universities and medium
to large commercial buildings. The Company introduced WA-PAC in 1988 as a DOS
based, distributed processing access control system which controls multiple
building sites through the use of a single host computer.  In 1998, the Company
released WaPAC NT, a Windows NT version of the original DOS based WA-PAC
product. WaPac NT is a networked product which will support WA-PAC Tracker,
video image badging, floor plan mapping and many other features which were
not possible with the DOS based WA-PAC system. The main market for this
product is colleges and universities, medium to large corporate buildings
and networks of commercial buildings and warehouses.  WA-PAC has been the
Companies premier computer system over the past years. WA-PAC supports a great
number of features and its reliable operation and reasonable pricing are the
main reasons for its success in controlling access and securing perimeters
in these buildings.  WA-PAC supports direct or dial-up telephone lines and
TCP/IP network for communications and will support any number of building
sites.  Product shipments first began in 1988.  WA-PAC revenue approximated
22% in 2001, 21% in 2000 and 17% of total revenue in 1999.

WA-PAC 3  A 32 bit Windows based building management system using Microsoft's
SQL database management.  WA-PAC 3 has been designed to be released in Q2, 2002
as a replacement for WA-PAC NT. It's SQL database will give it much more
capability in large database installations and it's many new options make
it a stronger and more appealing product for the future.  WA-PAC 3 is the
Company's large and medium building management system for the future.

WA-PAC TRACKER - An asset tracking enhancement to WA-PAC for Windows NT and
WA-PAC 3. This system protects against portable asset theft from buildings
secured with WA-PAC access control security.  Portable assets are defined
as any object or person that can be tagged for identification with
Tracker's long range proximity security tags.  Portable assets may be
laptop computers or other equipment, babies, or even elderly persons
who require monitoring.  Tagged assets are identified by the system and
associated with tagged escort personnel which are recorded as they pass
through monitoring points.  Tracker is also sold as a stand-alone system
without WA-PAC.

BUILDING WATCH for Windows - A Windows based, distributed processing, access
control system: Building Watch is an access control product operating on
Windows 98, NT and 2000.  It is designed for securing commercial or industrial
facilities at low cost.  This system shares a personal computer with other
programs, thereby making it a cost effective security system that is easy to
implement and expand. Building Watch offers direct local access control and
remote access management over dial-up phone lines.  It also supports input
point monitoring and reporting capabilities.  Building Watch supports all
popular card technologies.

The Company developed and announced Building Watch for Windows in 1997.
Building Watch for Windows is an economical access control product which
controls access to 32 doors in many buildings from a single computer which
may be shared with other computer programs.  Building Watch for Windows
revenues approximated 10% of all Company revenue in 2001, 16% in 2000
and 18% in 1999.

CITADEL - 2 Door, Stand alone, Full Featured Access Control System:  This
product is sold mainly to small, industrial and commercial users who require
only one or two doors of access control, but wish to control doors with time
zones and keep a printed record of system activity. Door Watch supports all
popular card reader technologies.  The Company announced Door Watch in
December of 1992. Door Watch revenues approximated 1% of total Company revenue
in 2001, 2% in 2000 and 1% in 1999.  Door Watch sales, although a small portion
of total sales, provide an important gap filler in the Company's access control
product line.  Door Watch is also made to easily be upgraded to Building Watch
for Windows or Citadel when expansion is desired.

The Company designs and manufactures all of its products.  The Company's
computer based products use personal computers and standard peripherals to
provide access control and building management to secured sites.  These
products are acquired from a variety of third party sources.  Components
are procured from electronics distributors. Board assembly houses manufacture
and assemble circuit boards used for the Company's products.  Final assembly,
test and shipping functions are performed by Company personnel at our Natick
location.  The Company solicits bids for components, subassemblies and outside
assembly.  The Company has not experienced difficulty obtaining components for
its products.

The primary market for the ATM access control product line is banks with
automatic teller machine (ATM) vestibules.  The Company actively markets
its access control and building management product lines to colleges and
universities, and also believes that these product lines are applicable to
a wide variety of commercial, government and institutional markets; i.e.,
military bases, hospitals, research and computer facilities, office buildings,
and office or manufacturing complexes.

Foreign and Domestic Operations and Export Revenue: The Company operates from
a headquarters facility located in Natick, Massachusetts and a sales office in
Tampa, Florida.  In the United States and Canada, the Company sells it's
products through independent Dealers and through Representative organizations
in both domestic and foreign markets.

Export revenue approximated 7% of total revenue in 2001, 10% in 2000, 14% in
1999.  The  Company sells to American brokers doing business abroad and
directly to end users and foreign dealers.  The currency used for all sales
to foreign firms is the U.S. Dollar.

(2)  Distribution Methods

The company sells its products through the efforts of regional sales managers
who market the product through independent system integrators, security
dealers and locksmiths, in the U.S. and abroad.  The Company markets its
products primarily through trade shows, advertising in selected industry
journals and magazines, government supply contracts, selected direct mailings,
the Internet and supporting dealer bids and proposals.

The Company continues to expand its base of distribution by increasing the
number of dealers authorized to sell the Company's products.  The Company
sells directly to certain large banks and government agencies.

(3)  Status of New Products

In 2001, 4 new products were being developed at our Engineering facility in
Natick:

Citadel, a medium sized access control and building security product was
developed to provide a significant 32 bit replacement for the 16 bit Building
Watch for Windows product.  Citadel was released for sale in January, 2002.

WaPac 3 was developed to provide a more robust high end product by
incorporating SQL as its database manager. This product will be released
in Q2 of 2002.

Presidio takes the SQL version of WaPac to a new level by adding Visual
Basic for Applications, a Microsoft product, to allow users to easily and
inexpensively customize their own security system using Visual Basic
programming. This top of the line product is intended for release
in Q4, 2002.

Citicorp ATM expansion to a TCP/IP network began at the end of 2000.
Although many delays were seen in this products introduction, a Company
supplied interim product solution is currently being  installed in
Citibank ATMs.

(4)  Competition and Position Within the Industry

The Company has been in a single business segment for the past year:  The
manufacturing and marketing of access control and facility management systems.
The Company is noted for its contribution to ATM security in the Banking
industry and searches for new product markets in this area.  All of the
Company's revenue, operating profit or loss and identifiable assets are
attributable to one industry segment.

Over 150 companies compete in the card based access control marketplace.  The
principle Company competitors include Hirsch, DSW, Cardkey Systems,
Sensormatic, Westinghouse, CASI-RUSCO, and Northern Computers. The Company
believes its sales volume is a small fraction of the combined sales of the
Company's major competitors.

A competitor that chooses to devote substantial economic resources toward
acquiring a dominant position in the access control devices market might
seriously injure the Company's market position and jeopardize its
viability, but the product line has proven to be reliable and competitive
over the years and should survive this type of competition.  The Company
believes that competition in our marketplace is based upon reliability,
price, service, and product capability.  The Company believes that it can
compete on such terms.

(5)  Raw Materials and Principal Suppliers

The Company purchases components for its products from electronics
distributors.  The Company designed printed circuit boards are purchased from
board manufacturers and outside assembly houses manufacture the completed
printed circuit boards.  Final assembly, test and shipping as well as any
customization is performed by the Company.  The Company is not dependent
upon any one firm for components or assembly work and dual sourcing is a
company policy.  The Company solicits bids for its work and awards business
based upon quality of workmanship, price and lead time.  The Company has not
experienced difficulty obtaining parts or outside assemblers for its products.

Manufacturing cycle time approximates 2 to 3 weeks following initial kitting
of components.  The Company feels that this is not unusual for a company that
uses outside contractors for manufacturing and assembly.

The Company provides a one-year warranty after a product is shipped.  Normal
payment terms are 30 days.

The ending backlog was $81,534 in 2001, $42,282 in 2000 and $38,589 in 1999.

(6)  Customers

The Company's business is not seasonal in any material respect.  The Company
has no dependence upon a single customer or a few customers.

(7)  Patents and Trademarks

The Company holds no patents on any of its current products.

(8)  Government Approvals, Regulations and Contracts

The Company's business is not governed significantly by federal or state
regulations.

The Company does not actively pursue government contracts, but does have a GSA
contract and sells to the government whenever it is advantageous.  Government
revenue approximated 2% of total revenue in 2001, 1% in 2000 and 1% in 1999.

None of the Company's sales under government contracts are subject to
re-negotiations of profits or termination of contracts or subcontracts, to the
best of the Company's knowledge.

(9)  Research and Development

The Company expends monies on technical support, research and development of
new products, and the enhancement of existing products.  Such expenditures
are consistent with the Company's overall product development, maintenance
and enhancement strategies.

The Company's product development expenses for the fiscal year 2001 totaled
approximately 23% of the Company's revenues, and for the fiscal year 2000
totaled 22% of revenues. These expenditures have resulted in three (4) new
products, discussed above.  The Company's customers do not bear directly the
expenses of product development.

(10)  Compliance with Environmental Laws

The nature of the Company's manufacturing operation is such that no materials
are discharged into the environment.  Under the terms of the Company's lease
for its operating facility, it is obligated for the normal maintenance and
repair of building systems.  No additional capital expenditures are
anticipated by the Company.

(11) Employees

At December 31, 2001, the Company had twenty two (22) employees, all of whom
work full time.

ITEM 2.  DESCRIPTION OF PROPERTIES

The Company currently leases approximately 7,160 square feet of office and
manufacturing space in a one-story brick and masonry building located at 9 Tech
Circle, Natick, Massachusetts. The five-year lease  expires June 1, 2004.  The
current monthly base rate is $5,072.  Additionally the Company is required to
pay utility charges and insurance costs as well as the Company's portion of
taxes and common space charges.

The property occupied by the Company is in good condition and is adequate
at present and for the foreseeable future for the purpose for which it is
being used.  In the opinion of management, the property is adequately insured.

ITEM 3.  LEGAL PROCEEDINGS

No material legal proceedings are pending to which the Company is a party or
to which any of its property is subject.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of the security holders during the Fourth
Quarter of 2001.




                             PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of December 31, 2001, to the Company's knowledge, only a limited public
market for its Common Stock existed.  The Common Stock is not presently
registered on any stock exchange. The Company is not aware of any
over-the-counter trading in its stock in the past two years.

As of December 31, 2001, the number of holders of the Company's Common Stock
was 687.

On February 14, 2002, Legg Mason, Inc., a financial services holding company,
filed a Schedule 13G with the Securities and Exchange Commission to report that
it no longer beneficially owns any common stock of the Company and that it no
longer is required to file reports under Section 13 of the Exchange Act.
Previously, Legg Mason's subsidiary, Gray, Seifert & Co., Inc., a registered
investment adviser, had the discretionary power to vote and dispose of over
8 million shares of the Company's Common Stock through arrangements with its
investment advisory clients.

On February 15, 2002, Gray, Seifert & Co., Inc. filed a Schedule 13D with
the Securities and Exchange Commission to report the acquisition
of 6,235,444 shares of the Company's Common Stock from three (3)
investment advisory clients. As reported in the Schedule 13D,
Gray, Seifert & Co. now is the beneficial owner of 7,378,315 shares
of the Company's Common Stock.

The Company pays no dividends in its Common Stock.

On January 22, 2001 the Company sold 50,000 shares, and on February 7, 2001
the Company sold 100,000 shares, of the Company's Common Stock, $.01 Par Value,
at a price of $1.00 per share in a private sale to certain existing
shareholders.The shares are not convertible or exchangeable, and they were
sold for cash. The Company did not use an underwriter to facilitate the sale.
The Company claims the private sale exemptions set forth in section 4(2) of
the Securities Act and Rule 506 of Regulation D because the sale was private,
the sale was limited to fewer than thirty-five (35) existing shareholders of
the Company who qualified as accredited investors, and the purchasers acquired
the shares for their own investment purposes and with the knowledge that the
resale of such shares is limited by the registration and other requirements
of the Securities Act.


ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

2001 Compared to 2000
Revenues for 2001 were $2,543,277, a decrease of $27,357 compared with 2000.

Cost of Sales as a percentage of revenue was 72.7% and selling expenses
for 2001 decreased by $213,331 when compared to 2000.

The national recession was still evident during the start of 2001.  The Company
started 2001 with an effortto reduce expenses by eliminating 2 regional sales
managers and cutting advertising to a minimum.  In April, after experiencing
4 months of continued drop in sales,the Company had a downsizing of personnel,
the Company's president and vice president took a 20% pay reduction and
5 representative sales firms in the mid west and southern states were
eliminated. The layoff, salary cuts, sales representative reduction and
reduced expenses brought our expenses to a more manageable level. In May,
a recovery in sales was noticed which remained steady through the remainder
of the year.

At December 31, 2001, current assets exceeded current liabilities by $319,727,
including cash in commercial checking and money market accounts of $74,294.

2000 Compared to 1999

Revenues for 2000 were $2,570,634 a decrease of $266,600 compared with 1999.

The significant decrease in sales, due to the national economic slow-down,
coupled with increased Sales and Marketing expenses, is primarily responsible
for the decrease in revenues.

Cost of Sales as a percentage of revenue increased to 72.8% from 65.17% and
selling expenses for 2000 increased by $122,030 when compared to 1999.  The
increase in Cost of Sales was due to increased engineering wages and higher
material content on products sold.  The increase in Sales and Marketing
expenses relate to the Company's development of new promotional materials
and an aggressive advertising campaign.  The Company hired a number of
regional sales representatives, as well as a national sales representative,
as part of its sales strategy.

At December 31, 2000, current assets exceeded current liabilities by $536,623
including cash in commercial checking and money market accounts of $64,881.

LIQUIDITY AND CAPITAL RESOURCES

In April, 2001 the Company borrowed $100,000 to pay off certain critical
vendors of components that are sold by the Company with their access control
product lines.  Proceeds of the sale of 150,000 shares of the Company's
Common Stock and the loan were used to fight off effects of the recession
while continuing development of Citadel, WaPac 3 and Presidio.  These
products were planned to be introduced in late 2001 and 2002.  A 4th
new product, a TCP/IP networked ATM access control system was designed
for Citibank to be installed in their ATM installations in New York City
and possibly elsewhere in the United States.

Should the improved sales trend that is currently being seen be temporary, and
sales again begin to reverse for another lengthy time period, it could
adversely effect the operation of the Company and more extreme measures
will be required to control operating expenses.

At the request of the Company's principal shareholder, the Board of Directors
has implemented a process, which is ongoing, to explore possible transactions
by which the Company may be acquired in a manner which best serve the interests
of the Company's shareholders.  Management believes that, to continue as a
going concern, the Company either must obtain additional financing or must
be acquired by another entity.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Index to Financial Statements years ended           Page Number
December 31, 2001 and 2000.



Independent Auditors' Report, March 14, 2002             1


Balance Sheets as of December 31, 2001 and               2
December 31, 2000

Statements of Operations for years ended                 3
December 31, 2001 and 2000.

Statements of Stockholders' Equity for years             4
ended December 31, 2001
and 2000.

Statements of Cash Flows for years ended                 5
December 31, 2001 and 2000.

Notes to Financial Statements                           6-11






















                         SYNERGISTICS, INC.

                        NATICK, MASSACHUSETTS

        FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT

                      DECEMBER 31, 2001 AND 2000












                    INDEPENDENT AUDITORS' REPORT



     To the Board of Directors and Stockholders
     Synergistics, Inc.
     Natick, Massachusetts


     We have audited the accompanying balance sheets of Synergistics, Inc.
     as of  December 31, 2001 and 2000, and the related statements of
     operations, stockholders' equity and cash flows for the years then
     ended.  These financial statements are the responsibility of the
     Company's management.  Our responsibility is to express an opinion on
     these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
     accepted in the United States of America.  Those standards require that
     we plan and perform the audit to obtain reasonable assurance about
     whether the financial statements are free of material misstatement.  An
     audit includes examining, on a test basis, evidence supporting the
     amounts and disclosures in the financial statements.  An audit also
     includes assessing the accounting principles used and significant
     estimates made by management, as well as evaluating the overall
     financial statement presentation.  We believe that our audits provide
     a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present
     fairly, in all material respects, the financial position of
     Synergistics, Inc. as of  December 31, 2001 and 2000, and the results
     of its operations and its cash flows for the years then ended in
     conformity with accounting principles generally accepted in the United
     States of America.

     The accompanying financial statements have been prepared assuming the
     Company will continue as a going concern.  As discussed in Note A, the
     Company's dependence on obtaining additional financing to fund
     operations raises substantial doubts about the Company's ability to
     continue as a going concern.  Management's plans regarding those
     matters are also described in Note A.  The financial statements do not
     include adjustments that might result form the inability to secure
     additional financing.



     /S/LIVINGSTON & HAYNES, P.C.
     Wellesley, Massachusetts
     March 14, 2002


                                - 1 -

                        SYNERGISTICS, INC.

                            BALANCE SHEETS

                       DECEMBER 31, 2001 AND 2000



                                ASSETS

                                                      2001           2000

    CURRENT ASSETS
      Cash and equivalents                         $   74,294     $   64,881
      Trade accounts receivable, net of reserves of
        $20,000 in 2001 and 2000                      347,219        448,843
      Inventories                                     322,708        466,916
      Prepaid expenses                                 19,127         11,013
      Due from shareholder                               -             2,115

                           TOTAL CURRENT ASSETS      763,348        993,768

    EQUIPMENT                                         120,323        118,118
      Less depreciation and amortization               96,826         84,435

                                                       23,497         33,683

    DEFERRED TAXES                                    355,500        759,674

                                                   $1,142,345     $1,787,125
                                                   ==========     ==========


                 LIABILITIES AND STOCKHOLDERS' EQUITY

    CURRENT LIABILITIES
      Trade accounts payable                       $  229,783     $  317,010
      Accrued expenses and
        other current liabilities                     113,837        140,135
      Note payable                                    100,000           -

                       TOTAL CURRENT LIABILITIES      443,620        457,145

    COMMITMENTS AND CONTINGENT LIABILITIES               -              -


    STOCKHOLDERS' EQUITY
      Common Stock (authorized 12,000,000 shares;
        issued 10,285,806 and 9,632,561 shares in
        2001 and 2000, including 16,445 shares held
        in Treasury)                                  102,858         96,326
      Additional paid-in capital                    7,567,355      6,873,887
      Stock subscriptions received                       -           500,000
      Retained earnings (deficit)                  (6,964,353)    (6,133,098)
                                                      705,860      1,337,115
      Cost of Common Stock held in Treasury            (7,135)        (7,135)
                                                      698,725      1,329,980

                                                   $1,142,345     $1,787,125
                                                   ==========     ==========

         See accompanying notes to the financial statements.

                                - 2 -

                          SYNERGISTICS, INC.

                       STATEMENTS OF OPERATIONS

                YEARS ENDED DECEMBER 31, 2001 AND 2000




                                                      2001           2000

    Revenues:
      Sales - net                                  $2,543,277     $2,570,634
      Interest income                                     678            669

                                                    2,543,955      2,571,303

    Costs and expenses:
      Costs of sales                                1,849,914      1,870,976
      General and administrative expenses             561,827        500,536
      Selling expenses                                538,234        751,565
      Bad debt expense                                 18,253         31,526
      Interest expense                                  2,808          2,304

                                                    2,971,036      3,156,907

                   LOSS BEFORE INCOME TAXES          (427,081)      (585,604)

    Income tax expense - deferred                     404,174           -


                                  NET LOSS         $ (831,255)    $ (585,604)
                                                    ==========     ==========



    LOSS PER COMMON SHARE                             $ (.081)      $ (.061)
                                                       =======       =======





















         See accompanying notes to the financial statements.

                                - 3 -

                          SYNERGISTICS, INC.

                  STATEMENTS OF STOCKHOLDERS' EQUITY

                 YEARS ENDED DECEMBER 31, 2001 AND 2000




                                                       COMMON STOCK
                                                     SHARES     AMOUNT

    Balances at January 1, 2000                      9,632,561 $ 96,326

    Proceeds from common stock subscription               -        -

    Net loss                                              -        -

                  BALANCES AT DECEMBER 31, 2000      9,632,561   96,326

    Issuance of common stock                           653,245    6,532

    Net loss                                              -        -

                   BALANCE AT DECEMBER 31, 2001     10,285,806 $102,858
                                                   =========== ========




                                              
    ADDITIONAL   RETAINED       STOCK
     PAID-IN     EARNINGS   SUBSCRIPTION   TREASURY STOCK
     CAPITAL     (DEFICIT)     RECEIVED     SHARES AMOUNT         TOTAL


    $6,873,887 $(5,547,494) $     -         16,445    $7,135  $ 1,415,584

          -          -        500,000        -           -        500,000

          -      (585,604)       -           -           -       (585,604)
    ----------  ---------    --------     -------       ----    ---------
     6,873,887 (6,133,098)    500,000      16,445      7,135    1,329,980

       693,468     -         (500,000)       -          -         200,000

          -      (831,255)       -           -          -        (831,255)
    ----------  ---------    ---------     ------     -----      ---------
    $7,567,355$(6,964,353)   $   -         16,445     $7,135   $  698,725
    ========== ===========    ========     =======    ======     =========


 
    


                             - 4 -
         See accompanying notes to the financial statements.


                           SYNERGISTICS, INC.

                        STATEMENTS OF CASH FLOWS

                 YEARS ENDED DECEMBER 31, 2001 AND 2000




                                                      2001      2000
    Cash flows from operating activities:
      Net loss                                     $(831,255) $(585,604)
        Adjustments to reconcile net loss to net
          cash used by operating activities:
            Provision for allowance on
              deferred taxes                         404,174       -
            Depreciation and amortization             12,391    18,399
                      (Increase) decrease in assets:
              Trade accounts receivable              101,624    31,172
              Inventories                            144,208   (89,572)
              Prepaid expenses and other
               current assets                         (8,114)    1,455
            Increase (decrease) liabilities:
              Trade accounts payable                 (87,227)   98,930
              Accrued expenses and other current
                liabilities                          (26,298)   48,900
                                                     -------   -------
                           TOTAL ADJUSTMENTS         540,758   109,284
                                                     -------   -------
      NET CASH USED BY OPERATING ACTIVITIES         (290,497) (476,320)

    Cash flows from investing activities:
      Capital expenditures                            (2,205)   (9,009)
      Advance to shareholder                           2,115    (2,115)
                                                      ------     -----
      NET CASH USED BY INVESTING ACTIVITIES              (90)  (11,124)

    Cash flows from financing activities:
      Loan from director                             100,000      -
      Proceeds of stock subscription                 200,000   500,000
                                                     -------   -------
  NET CASH PROVIDED BY FINANCING ACTIVITIES          300,000   500,000
                                                     -------   -------
                         NET CHANGE IN CASH            9,413    12,556
                                                     -------   -------
    Cash and equivalents at beginning of year         64,881    52,325
                                                   --------- ---------
        CASH AND EQUIVALENTS AT END OF YEAR        $  74,294 $  64,881
                                                   ========= =========

    Cash paid for:
      Interest                                     $   2,809 $   2,304
      Income taxes                                 $    -    $    -







          See accompanying notes to the financial statements.

                                 - 5 -

                           SYNERGISTICS, INC.

                     NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2001 AND 2000



 NOTE A - SUMMARY OF ACCOUNTING POLICIES

       The financial statements have been prepared on a going-concern basis.
 The Company has expended cash in excess of cash generated from operations.
 Additionally, the Company has not achieved sufficient revenues to support
 future operations.  Management believes that to continue as a going concern
 the Company will require additional financing or acquisition by another
 entity.  The financial statements do not include any adjustments that might
 result from this uncertainty.
        A summary of the significant accounting policies applied by management
 of the Company in the preparation of the accompanying financial statements
 follows.

 Nature of Operations

        Synergistics, Inc. is engaged in the manufacturing and marketing of card
 access systems, which are sold to banks and other commercial customers.

 Use of Estimates

        The preparation of financial statements in conformity with accounting
 principals generally accepted in the United States of America requires
 management to make estimates and assumptions that affect the reported amounts
 of assets and liabilities and disclosure of contingent assets and liabilities
 at the date of the financial statements and reported amounts of revenues and
 expenses during the reporting period.  Actual results could differ from those
 estimates.

 Cash and Equivalents

        Cash and equivalents consist of cash on hand, demand deposits with
 commercial banks, and money market securities with initial maturities of less
 than 90 days.

 Inventories

        Inventories are stated at the lower of first-in, first-out cost or
 aggregate market.

 Equipment

        Equipment is stated at cost.  Normal maintenance and repair costs are
 expensed as incurred.  Gains and losses on sales or retirements are included
 in operations.  Depreciation and amortization are provided using straight-
 line and accelerated methods over the estimated useful lives of the assets
 (5-12 years).

 Common Stock Held in Treasury

        When Common Stock held in Treasury is issued, Common Stock held in
 Treasury is credited for the average cost of the issued securities.

                                 - 6 -

                           SYNERGISTICS, INC.

               NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 2001 AND 2000



 NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

 Revenue

        The company recognizes revenue from sales at the time products are
 shipped to customers.

 Advertising Costs

        The Company expenses advertising costs as incurred.

 Sales Commissions

        The Company pays sales commissions to various agents only upon the
 collection of the accounts receivable generated by the sales.  The Company
 accounts for these sales commissions at the time products are shipped to
 customers.

 Income Taxes

        The Company accounts for income taxes using Statement of Financial
 Accounting Standards (SFAS) 109, "Accounting for Income Taxes", which
 requires recognition of deferred tax liabilities and assets for the expected
 future tax consequences of events that have been included in the financial
 statements or tax returns.  Under this method, deferred tax liabilities and
 assets are determined based upon the difference between the financial
 statement and tax basis of assets.  Tax benefits arising from the utilization
 of carryforward net operating losses, investment and research and development
 tax credits are valued based upon the expected future benefit to be
 recognized.  (Refer to Note G)

 Income Per Share of Common Stock

        The weighted average number of shares of Common Stock outstanding used
 in computing income per share does not include the effect of the conversion
 of the stock options as the exercise price exceeds the current market value
 of the security.  (Refer to Note D)

 Stock Options

        The Company accounts for its incentive stock option plans in accordance
 with APB No. 25 and does not recognize an expense when options are issued
 with an exercise price in excess of market.  Currently there is no public
 market for this stock and estimates of future value as required by FASB 123
 cannot reasonably be determined.






                                 - 7 -


                           SYNERGISTICS, INC.

               NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 2001 AND 2000



 NOTE B - INVENTORIES

        Inventories consist of the following at December 31, 2001 and 2000:

                                                     2001      2000
        Finished goods and work-in-process
          at aggregate market                   $274,302  $396,879

        Raw materials                             48,406    70,037
                                                 -------   -------
                                                $322,708  $466,916
                                                ========  ========

 NOTE C - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
       Accrued expenses and other current liabilities consist of the
 following at December 31, 2001 and 2000:

                                                     2001      2000

           Accrued compensation and benefits       $ 72,303  $ 68,364
           Accrued commissions                       17,876    30,887
           Accrued professional fees                 22,000    22,000
           Other                                      1,658       256
           Customer deposits                           -       18,628
                                                    -------   -------
                                                   $113,837  $140,135
                                                   ========  ========

 NOTE D - STOCKHOLDERS' EQUITY

 Common Stock

        At December 31, 2001, the Company is authorized to issue 12,000,000
 shares of $.01 par value Common Stock.  At December 31, 2001, 10,285,806
 shares of such stock had been issued, including 16,445 shares held in the
 form of Treasury Stock and 850,000 shares were reserved for issuance in
 connection with the stock option plans discussed below.

 Stock Option Plans

        The Company has two qualified incentive stock option plans (the "1983
 Plan" and the "1988 Plan"), which have been approved by the Company's
 stockholders.  The 1983 Plan provides that options can be granted for the
 purchase of 275,000 shares of Common Stock through June 1993, with the
 options expiring ten years from the date they are granted, except for options
 issued to holders of more than ten percent of the Company's Common Stock,
 which expire five years from the date they are granted.  The 1988 Plan
 provides that options can be granted for the purchase of 350,000 shares of
 Common Stock through 2000 under terms similar to the 1983 Plan.
                                 - 8 -

                           SYNERGISTICS, INC.

               NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 2001 AND 2000



 NOTE D - STOCKHOLDERS' EQUITY (Continued)

 Stock Option Plans (Continued)

        All plans provide that options can be exercised for a value (per share),
 as stated by the Company's Board of Directors, as of the date the option was
 granted, except for options granted to holders of more than ten percent of
 the Company's Common Stock which are exercisable at 110 percent of such
 stated value.

        Transactions regarding the options during the years ended December 31,
 2001 and 2000 are shown as follows;
                                                    1983 Plan 1988 Plan

           Outstanding at January 1, 2000               673   101,622

           Grants expired during 2000                  (673)  (21,299)

           Grants forfeited during 2000                -       (9,475)

           Outstanding at December 31, 2000            -       70,848

           Grants expired during 2001                  -      (25,777)

           Grants forfeited during 2001                -         -

                                                    -------   -------
           Outstanding at December 31, 2001            -       45,071
                                                    =======   =======

           All outstanding options are exercisable at $2.50 per share.

 Income Per Share of Common Stock

        Income per share of Common Stock is computed based on the weighted
 average number of shares of Common Stock outstanding (10,269,361 and
 9,616,116 shares for the years ended December 31, 2001 and 2000).


 NOTE E - CONCENTRATION OF RISK

        From time to time, the Company maintains deposits with major financial
 institutions in excess of insurable limits.


 NOTE F - RENT AND OPERATING LEASE COMMITMENT

        The Company's rent expense during the years ended December 31, 2001 and
 2000 approximated $77,000 and $71,400, respectively, principally under the
 terms of a lease for its operating facility.

                                 - 9 -

                           SYNERGISTICS, INC.

               NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 2001 AND 2000



 NOTE F - RENT AND OPERATING LEASE COMMITMENT (Continued)

        During March 1999, the Company extended the lease agreement for its
 current occupation of the premises for a period of five years.  The lease
 provides that the Company is responsible for thirty-six percent of the real
 estate taxes and operating costs of the premises.  Future rental payments
 required under the lease, exclusive of real estate taxes and operating costs,
 are as follows:

           Year Ending December 31,

                 2002                              $62,652
                 2003                               66,228
                 2004                               34,008


 NOTE G - INCOME TAXES

      At  December 31, 2001,  operating loss carryforwards aggregating
 approximately $5,900,000 are available to reduce future federal taxable
 income, if any.  If not utilized, these carryforwards will expire at various
 dates between 2002 and 2021.  The carryforwards are subject to examination by
 the Internal Revenue Service.  Valuation allowances are provided based upon
 estimated future realization of benefits from these carryforwards.

      The net tax effects of temporary differences between the carrying amounts
 of assets and liabilities for financial reporting purposes and the amounts
 used for income tax purposes are reflected in deferred income taxes.  As of
 December 31, 2001 and 2000, the Company's deferred tax asset consists of:

                                                      2001           2000

           Net operating loss carryforwards       $ 2,006,000    $1,861,618
           Other                                       66,000         66,000
           Valuation allowance                     (1,716,500)    (1,167,944)
                                                   ----------     ----------
                                                  $   355,500     $  759,674
                                                  ===========     ==========












                                 - 10 -

                           SYNERGISTICS, INC.

               NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 2001 AND 2000



 NOTE H - BUSINESS SEGMENT INFORMATION

        The Company's business, which consists principally of a single segment,
 is the designing, manufacturing and selling of single and multifunctional
 electronic systems which control access to secure areas.  The Company sells
 to domestic and foreign customers from its domestic location.

           Sales by Major Customer Category        2001         2000

           Government sales                     $   38,696   $   19,797
           Other domestic sales                  2,331,451    2,295,558
           Export sales                            173,130      255,279
                                                ----------    ---------
                                                $2,543,277   $2,570,634
                                                ==========   ==========


        Export sales are made directly and through United States brokers to
 users in Canada, South and Central America to include Mexico, the Middle East
 including Turkey, and the South Pacific and Far East.  No single foreign or
 domestic area accounts for more than ten percent of total sales in 2001.


 NOTE I - CONTINGENT SALE OF ASSETS

        The Company has negotiated a settlement of the contingent sale of assets
 related to its imaging product, calling for payments of $50,000 in 1998,
 which have been received; $14,000 per year in 1999, 2000 and 2001, which have
 been received.  Income was recognized as received.


 NOTE J - ADVERTISING COSTS

        Advertising expense was $13,109 and $94,408, respectively, for the years
 ended December 31, 2001 and 2000.


 NOTE K - DEFERRED COMPENSATION PLAN

        The Company has a deferred compensation plan under Section 401(k)
 covering substantially all employees.  The Company provided no match during
 2001 and 2000.



                                 - 11 -





ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL STATEMENTS

No Form 8-KSB has been filed within 24 months prior to the date of the most
recent financial statements reporting a change of accountants and/or reporting
disagreement on any matter of accounting principle or financial statement
disclosure.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT



NAME               AGE    POSITION WITH COMPANY          DIRECTOR
                                                          SINCE

David S. Longworth 67     President, Chief Operating       1981
                          Officer
                          and Chairman of the Board.

Robert Pogorelc    67     Vice President and Sales Manager 1997

William M. Tetrick 86     Director and CEO                 1967

J. Thomas Gehman   55     None                             1981

James French       55     Treasurer and Clerk              ------


David S. Longworth, Chairman of the Board of Directors, is President and Chief
Operating Officer since August, 1994.  Prior to that he has served as Executive
Vice President and has provided various engineering, technical writing and
consulting services to the company since 1973 until joining the Company on a
full time basis in 1984.  Mr. Longworth was manager of  Compliance Engineering
at Applicon, Inc. of Burlington, Massachusetts, a Computer Aided Design Systems
manufacturer since January 1983.  From 1973 to 1983, he was employed by Nixdorf
Computer Corp. of Burlington, Massachusetts, a computer manufacturer, as an
electrical engineer.

William M. Tetrick, a Director, retired as President in August, 1994 but
remains Chief Executive Officer of the Company since December 1967.

Robert Pogorelc, a Director, was elected Vice President in 1994.  He joined
the Company as Sales Manager in 1986 and currently is manager of Sales and
Marketing.  Mr. Pogorelc was formerly New England District Manager for
Bristol Laboratories, Division of Bristol Myers; National Sales and Marketing
Manager of Irathane Systems, Director of Sales and Marketing for Trancoa
Chemical Corporation; Regional Sales Manager of Incon, Division of
Transitron, and Sales Manager of Apahouser.

J. Thomas Gehman, a Director, is currently vice president of Wolf Technology
of Framingham, MA. Mr. Gehman was Director of Engineering for Amnet, Inc. a
Watertown, Massachusetts computer network control systems manufacturer.  Prior
to that, he was a design engineer with Applicon, Inc.from 1981 to 1983 and an
engineering manager at Nixdorf Computer from 1976-1981.

James French, Treasurer and Clerk.  Mr. French has been employed at
Synergistics, Inc. since 1996 when he replaced the former Treasurer.  He has
held positions as Treasurer and Clerk since 1997.  Prior to that, he was
employed as Financial Manager, Accounting Manager and Manager of Internal
Auditing at various Massachusetts companies.  Mr. French received his Masters
degree in Business Administration from Framingham State College in 1986.

During the past five years, none of the Company's Directors has been
(1) involved in any petition under the Bankruptcy Act or Bankruptcy Code or
state insolvency proceeding or any criminal proceeding, (2) the subject of
any order, judgment or decree enjoining him from engaging in or limiting his
involvement in any type of business practice, including securities related
activities, or (3) found by any court or the Securities and Exchange
Commission to have violated any securities law.

There are no family relationships between and among the directors, executive
officers and nominees for the position of director.

There are no significant employees, who are not executive officers, who are
expected to make a significant contribution to the business.


Item 10.  EXECUTIVE COMPENSATION



                    SUMMARY COMPENSATION TABLE



                  Annual Compensation     Long-term compensation

Name and  Year Salary Bonus; other annual  compensation Awards;   All other
Principal         ($)         ($)        Payouts    compensation
 Position                   (d)(e)                      ($)
   (a)     (b)    (c)                   (f)(g)(h)       (i)

David S.   2001  104,131       $0           $0         2,170
Longworth

           2000 117,980       $0            $0         1,966

           1999 105,000       $0            $0         1,966





              OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

                       (Individual Grants)



                              None.




  AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
                        OPTION/SAR VALUES



                              None.




                    LONG-TERM INCENTIVE PLANS



                              None.


As of December 31, 2001, unexercised options for the purchase of an aggregate
of 47,693 shares were held by all employees of the Company (including those
held by Officers and Directors).

No incentive stock option granted by the Company has included any tandemrights,
such as appreciation rights, nor has any incentive stock option granted by the
Company been exercised during 2001.

The Company has established a 401K plan for all employees.  During the year
ended December 31, 2001,the Company had contributed $0 to that plan.

The Company has no other plan or arrangement whereby any person will receive
remuneration upon the termination of his status as an employee, officer or
director of the Company. The Company had paid, as of December 31, 2001, no
forms of contingent compensation.

The Company's directors receive no compensation.

The Company has no employment contracts with any of its executive officers.

The Company has no change of control agreements with any of its executive
officers or employees.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the holdings of Common Stock by each person who,
as of February 28, 2002 held of record or was known by the Company to own
beneficially more that 5% of the outstanding Common Stock, by each director
and by all directors and officers as a group.



NAME AND ADDRESS OF      AMOUNT AND NATURE OF     PERCENTAGE OF
BENEFICIAL OWNER      BENEFICIAL OWNERSHIP (1)(8)      CLASS



William M. Tetrick        423,577  (2)(3)(4)          4.12%
69 Gloucester Road
Westwood, MA 02090
(CEO and Chairman)



David S. Longworth           38,302  (5)              0.37%
65 School Street Ext.
Natick, MA  01760
(President, COO, Director)



Robert L. Pogorelc            4,981  (6)              0.05%
P.O Box 622
West Barnstable, MA 02668
(VP, Sales Manager, Director)




J. Thomas Gehman                2,000                   0%
141 Marked Tree Road
Needham, MA  02192
(Director)



Gray, Seifert & Co.,        7,378,315 (7)             71.73%
Inc.
380 Madison Ave.
New York, NY  10017
(5% Beneficial Owner)



All Directors and              468,860                4.56%
Officers as a
Group (5 persons)


(1)  Unless otherwise indicated in the following footnotes, ownership is both
beneficial and of record.

(2)  Excludes 13,350 shares owned of record by Mr. Tetrick's wife and 4,840
shares owned by his son, Paul Tetrick, who resides with him, as to which he
disclaims beneficial ownership.

(3)  Excludes 131,883 shares owned of record by Gary Cramer, Mr. Tetrick's
son-in-law; 3,200 shares owned by Gary and/or Margaret Cramer, Mr. Tetrick's
daughter, and 2,200 shares owned by the children of Mr. and Mrs. Cramer as to
which Mr. Tetrick disclaims beneficial ownership.

(4)  Excludes 18,876 shares owned of record by other children and grand
children of Mr. Tetrick not already disclosed in points (2) and (3) above
as to which Mr. Tetrick disclaims beneficial ownership.

(5)  Includes 34,727 shares of Common Stock acquirable on exercise of stock
options.

(6)  Includes 4,981 shares of Common Stock acquirable on exercise of stock
options.

(7)  This number is based upon information contained in the Schedule 13D
filed by Gray, Seifert & Co.,Inc. on February 15, 2002.

(8)  All options are considered non-dilutive since exercise price exceeds
last known market price.

There are no arrangements which may result in a change of control of
the Company.

Item. 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the transactions described herein, there were no material
transactions during 2001 or 2000 to which any of the following persons
has a direct or indirect material interest:(1) any director or officer
of the Company, (2) any nominee for election as a director,(3) any person
who, to the Company's knowledge, owns 5% or more of the Company's stock,
or (4) any relative or spouse (or relative of such spouse) of the
foregoing persons.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)(1)  The following financial statements of Synergistics, Inc. are included
in Part II Item 7:



Index to Financial Statements years ended           Page Number
December 31, 2001 and 2000.



Independent Auditors' Report, March 14, 2002             1

Balance Sheets as of December 31, 2000 and               2
December 31, 2000

Statements of Operations for years ended                 3
December 31, 2001 and 1999

Statements of Stockholders' Equity for years             4
ended December 31, 2001
and 2000

Statements of Cash Flows for years ended                 5
December 31, 2001 and 2000

Notes to Financial Statements                           6-11



(b) Exhibits

3.1   Articles of Organization and amendments thereto, as amended through
December 31, 1985 are incorporated by reference from Form 10-K for the year
ended December 31, 1982.

3.2   Amendment to Articles of Organization is incorporated by reference from
Form 10-K for the year ended December 31, 1987.

3.3   By-Laws, as amended, are incorporated by reference from Form 10-K for
the year ended December 31, 1982.

3.4   Amendment to Articles of Organization is incorporated by reference from
Form 10-K for the year ended December 31, 1988.

3.5   Amendment to Articles of Organization is incorporated by reference from
Form 10-K for the year ended December 31, 1990.

3.6   Amendment to Articles of Organization is incorporated by reference from
Form 10-K for the year ended December 31, 1991.

10.1  Sale of Imaging Assets is incorporated by reference from Form 10-KSB for
the year ended December 31, 1995.

10.2  Agreement with William M. Tetrick, dated December 30, 1981, is
incorporated by reference from Form 10-K for the year ended December 31, 1983.

10.3  Forms of Incentive Stock Option Plan of 1982 and Incentive Stock Option
Agreement are incorporated by reference from Form 10-Q for the period ended
March 31, 1983.

10.4  Forms of Incentive Stock Option Plan of 1983 and Incentive Stock Option
Agreement are incorporated by reference from Form 10-Q for the period ended
March 31, 1984.

10.5  Forms of Directors Stock Option Plan of 1987 and Directors Stock Option
Agreement are incorporated by reference from Form 10-K for the period ended
March 31, 1987.

10.6  Lease between Lessor, KAR Realty Corporation, and Lessee, Synergistics,
Inc., dated March 3, 1999 (expires June 1, 2004), with respect to property
located at 9 Tech Circle, Natick, Massachusetts.


Supplemental Information

The Company plans to furnish proxy materials and an Annual Report to
Stockholders to its stockholders subsequent to the date of this Form 10-KSB,
at which time copies shall be furnished to the Commission.

SYNERGISTICS, INC.

By /S/DAVID S. LONGWORTH________
   David S. Longworth
   President and Chief Operations Officer

Date: March 31, 2002


Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Synergistics, Inc. has caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

By/S/DAVID S. LONGWORTH ___________________
   David S. Longworth
   President and Chief Operations Officer

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

By/S/DAVID S. LONGWORTH ___________________
  David S. Longworth
  President, COO and Director
  Date:  March 31, 2002

By/S/WILLIAM M. TETRICK ___________________
  William M. Tetrick
  Director
  Date: March 31, 2002

By/S/J. THOMAS GEHMAN_____________________
  J. Thomas Gehman
  Director
  Date: March 31, 2002

By/S/ROBERT L. POGORELC___________________
  Robert L. Pogorelc
  Director  Date: March 31, 2002

EX-4

           UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC  20549

                          Form 10-QSB

[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
or
[    ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from
____________ to ____________

For the quarterly period ended:      3/31/2002
Commission File No.:                  0-6421

                         SYNERGISTICS, INC.

     Massachusetts                               04-2283157
(State of Incorporation)                 (IRS Employer I.D. Number)

9 Tech Circle, Natick, MA                         01760
(Address of Principal Executive Office)         (Zip Code)

Registrant's telephone number                 (508) 655-1340

Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act
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 the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date.

Common Stock $0.01 Par Value 10,285,806 shares outstanding as of
April 30, 2002

Transitional Small Business Disclosure Format (check one);
[ X ] Yes   [   ] No

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                          SYNERGISTICS, INC.
                            BALANCE SHEET

                                  ASSETS

                                            (UNAUDITED)
                                             31-Mar-02  31-Dec-01
CURRENT ASSETS
Cash                                          $ 49,872   $ 74,294
Accounts receivable                            437,610    367,219
Allowance for doubtful accounts                -23,000    -20,000
Inventories                                    323,376    322,708
Prepaid expenses                                15,477     19,127
                                               -------    -------
TOTAL CURRENT ASSETS                           803,335    763,348

EQUIPMENT, less allowances of $98,932
and $96,826 for depreciation                    23,071     23,497

DEFERRED TAXES                                 355,500    355,500
                                             ---------  ---------
TOTAL ASSETS                                $1,181,906 $1,142,345
                                             ========= ==========


           LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Trade accounts payable                       $ 280,677 $  229,783
Accrued expenses and other
current liabilities                            102,495    113,837
Amount due stockholder                         100,000    100,000
                                               -------    -------
TOTAL CURRENT LIABILITIES                      483,172    443,620

STOCKHOLDERS' EQUITY
Common stock (10,285,806 shares issued
 including shares held in Treasury)            102,858    102,858
Additional paid-in capital                   7,567,355  7,567,355
Retained earnings (deficit)                 -6,964,353 -6,964,353
                                               -------    -------
                                               705,869    705,860
Cost of Common Stock held in Treasury           -7,135     -7,135
                                               -------    -------
                                               698,734    698,725
                                               -------    -------
TOTAL LIABILITIES, PREFERRED STOCK AND
   SHAREHOLDERS' EQUITY                     $1,181,906 $1,142,345
                                             =========  =========

                        SYNERGISTICS, INC.
                     STATEMENT OF OPERATIONS

                          Three Months Ended March 31

                                                     Unaudited
                                                  2002       2001

Sales, net                                   $ 739,139  $ 503,009
Interest income b                                   97        226
                                               -------    -------
                                               739,236    503,235

Costs and expenses:
Cost of sales                                  504,922    421,586
Selling, general and
 administrative expenses                       234,027    254,761
Interest expense                                   296        515
                                               -------    -------
                                               739,245    676,862
                                               -------    -------
Net gain (loss)                                     -9   -173,627

Gain (loss) per share of Common Stock
Assuming no dilution                           $0.00     ($0.02)
Assuming full dilution                         $0.00     ($0.02)


                           SYNERGISTICS, INC.
               STATEMENT OF CHANGES IN FINANCIAL POSITION
                     Three Months Ended March 31

                                                       Unaudited
                                               2002       2001

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                          $        9 $ -173,627

Adjustments to reconcile net loss to net cash (used) provided by
operating activities:

Depreciation                                    2,106      4,500
(Increase) decrease in accounts receivable    -67,391    125,039
(Increase) decrease in inventories               -668     19,154
(Increase) decrease in prepaid
   expenses and other assets                    3,650     -8,265
Increase (decrease) in accounts payable        50,894   -109,463
Increase (decrease) in accrued expenses
   and other current liabilities              -11,342    -18,136
Increase (decrease) in amounts
   due shareholders                                 0    150,000
                                              -------    -------
TOTAL ADJUSTMENTS                             -22,751    162,829

NET CASH USED BY OPERATING ACTIVITIES          -22,742    -10,798

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                            -1,680          0
                                               -------    -------
NET CASH (USED) BY INVESTING ACTIVITIES         -1,680          0
                                               -------    -------

NET CHANGE IN CASH                             -24,422    -10,798

CASH AT BEGINNING OF YEAR                       74,294     64,880
                                               -------    -------
CASH AT END OF PERIOD                         $ 49,872   $ 54,082
                                               =======    =======


                         SYNERGISTICS, INC.



 SELECTED INFORMATION

 Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles condensed or omitted.  It is suggested that
these financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report
Form 10-KSB.  The results of operations for the period ended
September 30, 2001 are not necessarily indicative of the operating
results for the full year.  Basis of Presentation. It is the opinion
of management that all significant adjustments which are routine
recurring adjustments which are necessary to present fairly such
interim financial statements are reflected in the accompanying
September 30, 2001 financial statements.

 Accounting Policy for Revenues and Costs of Sales. Revenues are
recognized at the time of product shipment.  Cost of sales is
computed using the "gross profit" method based upon historical
results of operations.  Other cost, included in costs of sales, are
based upon such costs as actually incurred.

Inventories are comprised of the following:

                                       31-Mar-02  31-Dec-01
Raw Materials                           50,102     48,406
Finished Goods & WIP                   273,274    274,302
                                       -------    -------
Total Inventories                      323,376    322,708

*Allocation Based Upon Estimate

(Loss) per Common Share

The weighted average number of shares of common stock outstanding
used in computing (loss) per share does not include the effect of
the conversion of the stock options as the exercise price exceeds
the current market value of the security.  The following schedule
sets forth the number of shares used in computing earnings per
share:

                                                    Unaudited
                                      Three Months Ended March 31
                                                 2002       2001
Assuming no dilution
Common Stock Outstanding March 31, 2002      10,285,806   10,285,806
Shares held in Treasury                          16,445       16,445
Total Shares Authorized                      12,000,000   12,000,000


Item 2.  Management's Discussion and Analysis or Plan of Operation.

For the three months ended March 31, 2002, the Company recorded
sales of $739,139 compared to $503,009 for the three months ended
March 31, 2001.

In the 1st Quarter of the year 2002 sales increased by 47% compared
to the 1st Quarter of the year 2001.  The Company believes that this
increase in sales was due to an upturn in the National economy and
an increase in foreign sales.

At March 31, 2002 the Company had a backlog of $62,534 compared to
$36,102 at March 31, 2001.

Cost of sales as a percentage of sales decreased to 68% from 84% for
the three months ended March 31, 2002 and 2001, respectively. This
is mainly due to a significant increase in sales with labor and
material costs remaining somewhat constant.

For the period of three months ended March 31, 2002, selling and
general and administrative expenses decreased by $20,734  over the
period of three months ended March 31, 2001.  This was mainly due to
a decrease in payroll and related expenses in the 2nd Quarter of
2001.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

No material legal proceedings are pending to which the Company is a
party or to which any of its property is subject.

Item 2.  Changes in Securities and Use of Proceeds

There have been no changes in the instruments defining the rights of
holders of any class of securities of the Company during the
first three months of calendar year 2002.

Item 3.  Defaults upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of the security holders during the
1st Quarter of 2002.

Item 5.  Other Information

None.

Item 6.  Exhibits and Reports on Form 8-K

None.

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date April 23, 2002
By: /S/ WILLIAM M. TETRICK___  William M. Tetrick
                               Chairman of the Board
Date  April 23, 2002
By:  /S/ DAVID S. LONGWORTH_  David S. Longworth
                              President and Clerk

EX-5

                        SYNERGISTICS, INC.
              NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                       August ___, 2002


    NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders
of Synergistics, Inc. (the "Company") will be held at the offices
of the Company at 9 Tech Circle, Natick, Massachusetts 01760, on
September __, 2002, at 10:00 A.M., local time, for the purpose of
considering and voting upon the following matters:

    (1)   To adopt the Agreement and Plan of Merger ("Merger
Agreement") dated as of July 25, 2002, a copy of which is annexed
as Exhibit 1 to the accompanying Proxy Statement, providing for
the merger of the Company into Synergistics Acquisition Corp., a
Massachusetts corporation, pursuant to which Merger Agreement the
surviving company shall be Synergistics Acquisition Corp.

    (2)   Such other matters as may properly be brought before
the meeting or any adjournment thereof.

    The record date and hour for determining shareholders
entitled to notice of and to vote at the meeting has been fixed
at 5:00 P.M., local time, August __, 2002.

                          By Order of the Board of Directors



                          David S. Longworth
                          President

August ___, 2002

     THE AFFIRMATIVE VOTE OF HOLDERS OF AT LEAST TWO-THIRDS OF THE
OUTSTANDING SHARES OF THE COMPANY'S COMMON STOCK, $.01 PAR VALUE,
IS REQUIRED FOR THE APPROVAL OF THE MERGER AGREEMENT.

     PLEASE SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY
IN THE ENVELOPE ENCLOSED FOR THAT PURPOSE.  YOU MAY NEVERTHELESS
VOTE IN PERSON IF YOU DO ATTEND THE MEETING.

EX-6

               [SYNERGISTICS, INC. LETTERHEAD]


                                               August ____, 2002

To Our Shareholders:

     Enclosed herewith is a Notice and a Proxy Statement for a
Special Meeting of Shareholders of Synergistics, Inc. (the
"Company") to be held at the offices of the Company at 9 Tech
Circle, Natick, Massachusetts 01760, at 10:00 A.M., local time,
on September ___, 2002.

     Also enclosed herewith is an Annual Report of the Company,
consisting of the Company's audited financial statements for the
fiscal year ended December 31, 2001.  A copy of the Company's
Form 10-KSB is available upon request.

     The purpose of the Special Meeting is to vote upon the
proposed merger of the Company into Synergistics Acquisition
Corp. ("Acquisition Corp."), a Massachusetts corporation (the
"Merger").  The details of the Merger are set forth in an
Agreement and Plan of Merger dated as of July 25, 2002, between
the Company and Acquisition Corp. (the "Merger Agreement").
Pursuant to the Merger Agreement, upon the consummation of the
Merger, the separate existence of the Company shall cease and all
of the assets, liabilities and obligations of the Company shall
be vested in assumed by Acquisition Corp.  Upon the consummation
of the Merger, holders of the Company's Common Stock, $.01 par
value, shall have no rights with respect to their shares except
to surrender the certificates representing such shares in
exchange a pro rata portion of the total cash consideration to be
paid by Acquisition Corp.

     The Company's Board of Directors approved Merger Agreement
on July 24, 2002 and recommend that you approve the Merger by
adopting the Merger Agreement.  Approval of the Merger Agreement
requires a favorable vote of holders of two-thirds of the
Company's outstanding Common Stock.

     Please sign and date the enclosed proxy and return it in the
enclosed envelope as promptly as possible.  If you are able to
attend the meeting you may vote your stock in person if you wish,
even though you have previously sent your proxy.

                                    Sincerely yours,




                                    David S. Longworth
                                    President

EX-7

                     SYNERGISTICS, INC.
          PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
                     SEPTEMBER __, 2002
            THIS PROXY IS SOLICITED ON BEHALF OF
       THE BOARD OF DIRECTORS OF SYNERGISTICS, INC.


   I, the undersigned holder of Common Stock, $.01 par value, of
Synergistics, Inc. (the "Company"), hereby appoint James French
with the power of substitution, proxy of the undersigned to vote
the shares of the undersigned at the Special Meeting of
Shareholders of the Company, to be held at the offices of the
Company at 9 Tech Circle, Natick, Massachusetts, 01760 on September
__, 2002 and at any adjournment thereof, with all the powers the
undersigned would possess if personally present.  Said proxy is
specifically authorized to vote as indicated below.  The
undersigned stockholder hereby revokes any proxy or proxies
heretofore given.

         THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" EACH PROPOSITION
LISTED BELOW UNLESS AUTHORITY IS WITHHELD OR OTHERWISE INDICATED.
ALL PROXIES EXECUTED CORRECTLY WILL BE VOTED AS DIRECTED.  IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS.

(1)      Merger.  To adopt the Agreement and Plan of Merger ("Merger
     Agreement") dated as of July 25, 2002, providing for the
     merger of the Company into Synergistics Acquisition Corp.,
     a Massachusetts corporation.


        FOR ____   AGAINST _____ ABSTAIN _____


(2)      Other Matters.  In their discretion upon the transaction of
     such other business as may properly come before the meeting and
     any adjournments thereof.

        FOR ____   AGAINST _____ ABSTAIN _____


Dated:
      ----------               -------------------------------
                                (Signature of Shareholder)

Shares Owned:              :
              ---------        -------------------------------
                                (Signature if Jointly Held)

When signing as attorney, executor, administrator, trustee or
guardian, please give full title.  If there is more
than one trustee, all should sign. All joint owners must sign.