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                                                                   Exhibit 10(a)

                          2001 NETPLEX SYSTEMS, INC.
                 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN



1.   Purpose of the Plan

     This 2001 Netplex Systems, Inc. Incentive and Nonqualified Stock Option
Plan (the "Plan") is intended as an incentive, to retain in the employ of
Netplex Systems, Inc. (the "Company") and any Subsidiary of the Company within
the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended
(the "Code"), persons of training, experience and ability, to attract new
employees whose services are considered valuable, to encourage the sense of
proprietorship and to stimulate the active interest of such persons in the
development and financial success of the Company and its Subsidiaries.

     It is further intended that certain options granted pursuant to the Plan
shall constitute incentive stock options within the meaning of Section 422 of
the Code ("Incentive Options") while certain other options granted pursuant to
the Plan shall be nonqualified stock options ("Nonqualified Options"). Incentive
Options and the Nonqualified Options are hereinafter referred to collectively as
"Options".

2.   Administration of the Plan

     The Board of Directors of the Company (the "Board") shall appoint and
maintain as administrator of the Plan a Committee (the "Committee") consisting
of at least two independent directors of the Company. No person shall be
eligible to serve on the Committee unless he is then a "disinterested person"
within the meaning of Rule l6b-3 of the Securities and Exchange Commission
("Rule l6b-3") promulgated under the Securities Exchange Act of 1934, as amended
(the "Act"), if and as Rule l6b-3 is then in effect. The members of the
Committee, shall serve at the pleasure of the Board.

     The Committee, subject to Section 3 hereof, shall have full power and
authority to designate recipients of Options, to determine the terms and
conditions of respective Option agreements (which need not be identical) and to
interpret the provisions and supervise the administration of the Plan. Subject
to Section 7 hereof, the Committee shall have the authority, without limitation,
to designate which Options granted under the Plan shall be Incentive Options and
which shall be Nonqualified Options. To the extent any Option does not qualify
as an Incentive Option, it shall constitute a separate Nonqualified Option.
Notwithstanding any provision in the Plan to the contrary, no Options may be
granted under the Plan to any member of the Committee during the term of his
membership on the Committee.

     Subject to the provisions of the Plan, the Committee shall interpret the
Plan and all Options granted under the Plan, shall make such rules as it deems
necessary for the proper
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administration of the Plan, shall make all other determinations necessary or
advisable for the administration of the Plan and shall correct any defects or
supply any omission or reconcile any inconsistency in the Plan or in any Options
granted under the Plan in the manner and to the extent that the Committee deems
desirable to carry the Plan or any Options into effect. The act or determination
of a majority of the Committee shall be deemed to be the act or determination of
the Committee and any decision reduced to writing and signed by all of the
members of the Committee shall be fully effective as if it had been made by a
majority at a meeting duly held. Subject to the provisions of the Plan, any
action taken or determination made by the Committee pursuant to this and the
other paragraphs of the Plan shall be conclusive on all parties.

3.   Designation of Optionees.

     The persons eligible for participation in the Plan as recipients of Options
("Optionees") shall include only full-time key employees (including full-time
key employees who also serve as directors) of the Company or any Subsidiary. In
selecting Optionees, and in determining the number of shares to be covered by
each Option granted to Optionees, the Committee may consider the office or
position held by the Optionee, the Optionee's degree of responsibility for and
contribution to the growth and success of the Company or any Subsidiary, the
Optionee's length of service, age, promotions, potential and any other factors
which the Committee may consider relevant. An employee who has been granted an
Option hereunder may be granted an additional Option or Options, if the
Committee shall so determine.

4.   Stock Reserved for the Plan.

     Subject to adjustment as provided in Section 7 hereof, a total of one
million four hundred thousand (1,400,000) shares of common stock, $0.01 par
value ("Stock"), of the Company shall be subject to the Plan. The shares of
Stock subject to the Plan shall consist of unissued shares or previously issued
shares reacquired and held by the Company or any Subsidiary of the Company, and
such amount of shares of Stock shall be and is hereby reserved for such purpose.
Any of such shares of Stock which may remain unsold and which are not subject to
outstanding Options at the termination of the Plan shall cease to be reserved
for the purpose of the Plan, but until termination of the Plan the Company shall
at all times reserve a sufficient number of shares of Stock to meet the
requirements of the Plan. Should any Option expire or be cancelled prior to its
exercise in full or should the number of shares of Stock to be delivered upon
the exercise in full of an Option be reduced for any reason, the shares of Stock
theretofore subject to such Option may again be subject to an Option under the
Plan.

5.   Terms and Conditions of Options.

     Options granted under the Plan shall be subject to the following conditions
and shall contain such additional terms and conditions, not inconsistent with
the terms of the Plan, as the Committee shall deem desirable:

     (a)  Option Price. The purchase price of each share of Stock purchasable
under an Option shall be determined by the Committee at the time of grant but
shall not be less than 100% of the fair market value of such share of Stock on
the date the Option is granted in the case of an

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Incentive Option and not less than 100% of the fair market value of such share
of Stock on the date the Option is granted in the case of a non-Incentive
Option; provided, however, that with respect to an Incentive Option, in the case
of an Optionee who, at the time such Option is granted, owns (within the meaning
of Section 424(d) of the Code) more than 10% of the total combined voting power
of all classes of stock of the Company or of any Subsidiary, then the purchase
price per share of Stock shall be at least 110% of the Fair Market Value (as
defined below) per share of Stock at the time of grant. The exercise price for
each incentive stock option shall be subject to adjustment as provided in
Section 7 below. The fair market value ("Fair Market Value") means the closing
price of publicly traded shares of Stock on the national securities exchange on
which shares of Stock are listed, (if the shares of Stock are so listed) or on
the NASDAQ Stock Market System (if the shares of Stock are regularly quoted on
the NASDAQ Stock Market System), or, if not so listed or regularly quoted, the
mean between the closing bid and asked prices of publicly traded shares of Stock
in the over-the-counter market, or, if such bid and asked prices shall not be
available, as reported by any nationally recognized quotation service selected
by the Company, or as determined by the Committee in a manner consistent with
the provisions of the Code.

     (b)  Option Term. The term of each Option shall be fixed by the Committee,
but no Option shall be exercisable more than ten years after the date such
Option is granted; provided, however, that in the case of an Optionee who, at
the time such Option is granted, owns more than 10% of the total combined voting
power of all classes of stock of the Company or any Subsidiary, then such Option
shall not be exercisable with respect to any of the shares subject to such
Option later than the date which is five years after the date of grant.

     (c)  Exercisability. Subject to paragraph (j) of this Section 5, Options
shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at grant, provided, however,
that except as provided in paragraphs (f) and (g) of this Section 5, unless a
shorter or longer vesting period is otherwise determined by the Committee at
grant, Options shall be exercisable as follows: up to one-third (1/3) of the
aggregate initial shares of Stock purchasable under an Option shall be
exercisable commencing one year after the date of grant, an additional one-third
(1/3) of the aggregate initial shares of Stock purchasable under an Option shall
be exercisable commencing two years after the date of grant, and the balance of
the aggregate initial shares of Stock purchasable under an Option shall be
exercisable commencing three years from the date of grant. The Committee may
waive such installment exercise provision at any time in whole or in part based
on performance and/or such other factors as the Committee may determine in its
sole discretion.

     (d)  Method of Exercise. Options may be exercised in whole or in part at
any time during the option period, by giving written notice to the Company
specifying the number of shares to be purchased, accompanied by payment in full
of the purchase price, in cash, by check or such other instrument as may be
acceptable to the Committee. As determined by the Committee, in its sole
discretion, at or after grant, payment in full or in part may also be made in
the form of Stock owned by the Optionee (based on the Fair Market Value of the
Stock on the trading day before the Option is exercised); provided, however,
that if such Stock was issued pursuant to the exercise of an Incentive Option
under the Plan, the holding requirements for such Stock under the Code shall
first have been satisfied. An Optionee shall have the rights to

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dividends or other rights of a shareholder with respect to shares subject to the
Option after (i) the Optionee has given written notice of exercise and has paid
in full for such shares and (ii) becomes a shareholder of record.

     (e)  Non-transferability of Options. Options are not transferable and may
be exercised solely by the Optionee during his lifetime or after his death by
the person or persons entitled thereto under his will or the laws of descent and
distribution. Any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of, or to subject to execution, attachment or similar process, any
Option contrary to the provisions hereof shall be void and ineffective and shall
give no right to the purported transferee.

     (f)  Termination by Death. Unless otherwise determined by the Committee at
grant, if any Optionee's employment with the Company or any Subsidiary
terminates by reason of death, the Option may thereafter be immediately
exercised, to the extent then exercisable (or on such accelerated basis as the
Committee shall determine at or after grant), by the legal representative of the
estate or by the legatee of the Optionee under the will of the Optionee, for a
period of one year from the date of such death or until the expiration of the
stated term of such Option as provided under the Plan, whichever period is
shorter.

     (g)  Termination by Reason of Disability. Unless otherwise determined by
the Committee at grant, if any Optionee' s employment with the Company or any
Subsidiary terminates by reason of total and permanent disability as determined
under the Company's long term disability policy ("Disability"), any Option held
by such Optionee may thereafter be exercised, to the extent it was exercisable
at the time of termination due to Disability (or on such accelerated basis as
the Committee shall determine at or after grant) , but may not be exercised
after one year from the date of such termination of employment or the expiration
of the stated term of such Option, whichever period is shorter; provided,
however, that, if the Optionee dies within such one-year period, any unexercised
Option held by such Optionee shall thereafter be exercisable to the extent to
which it was exercisable at the time of death for a period of one year from the
date of such death or for the stated term of such Option, whichever period is
shorter.

(h)  Termination by Reason of Retirement. Unless otherwise determined by the
Committee at grant, if any Optionee's employment with the Company or any
Subsidiary terminates by reason of Normal or Early Retirement (as such terms are
defined below), any Option held by such Optionee may thereafter be exercised to
the extent it was exercisable at the time of such Retirement (as defined below)
(or on such accelerated basis as the Committee shall determine at or after
grant), but may not be exercised after three months from the date of such
termination of employment or the expiration of the stated term of such Option,
whichever period is shorter; provided, however, that, if the Optionee dies
within such three-month period, any unexercised Option held by such Optionee
shall thereafter be exercisable, to the extent to which it was exercisable at
the time of death, for a period of one year from the date of such death or for
the stated term of such Option, whichever period is shorter.

     For purposes of this paragraph (h), Normal Retirement shall mean retirement
from active employment with the Company or any Subsidiary on or after the normal
retirement date specified in the applicable Company or Subsidiary pension plan
or if no such pension plan, age

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65. Early Retirement shall mean retirement from active employment with the
Company or any Subsidiary pursuant to the early retirement provisions of the
applicable Company or Subsidiary pension plan or if no such pension plan, age
55. Retirement shall mean Normal or Early Retirement.

     (i)  Other Termination. Unless otherwise determined by the Committee at
grant, if any Optionee's employment with the Company or any Subsidiary
terminates for any reason other than death, Disability or Retirement, the Option
shall thereupon terminate, except that the exercisable portion of any Option
which was exercisable on the date of such termination of employment may be
exercised for the lesser of three months from the date of termination or the
balance of such Option's term if the Optionee's employment with the Company or
any Subsidiary is involuntarily terminated by the Optionee's employer without
Cause. Cause shall mean a felony conviction or the failure of an Optionee to
contest prosecution for a felony or an Optionee's willful misconduct or
dishonesty, any of which is harmful to the business or reputation of the Company
or any Subsidiary. The transfer of an Optionee from the employ of the Company to
a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be
deemed to constitute a termination of employment for purposes of the Plan.

     (j)  Limit on Value of Incentive Option. The aggregate Fair Market Value,
determined as of the date the Option is granted, of the Stock for which
Incentive Options are exercisable for the first time by any Optionee during any
calendar year under the Plan (and/or any other stock option plans of the Company
or any Subsidiary) shall not exceed $100,000.

     (k)  Transfer of Incentive Option Shares. The stock option agreement
evidencing any Incentive Options granted under this Plan shall provide that if
the Optionee makes a disposition, within the meaning of Section 424(c) of the
Code and regulations promulgated thereunder, of any share or shares of Stock
issued to him pursuant to his exercise of an Incentive Option granted under the
Plan within the two-year period commencing on the day after the date of the
grant of such Incentive Option or within a one-year period commencing on the day
after the date of transfer of the share or shares to him pursuant to the
exercise of such Incentive Option, he shall, within ten days of such
disposition, notify the Company thereof and immediately deliver to the Company
any amount of federal income tax withholding required by law.

6.   Term of Plan.

     No Option shall be granted pursuant to the Plan on or after the tenth
anniversary of the date the Plan is approved by the Board, but Options granted
may extend beyond that date.

7.   Capital Change of the Company.

     In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, the Committee shall make an appropriate and equitable
adjustment in the number and kind of shares reserved for issuance under the Plan
and in the number and option price of shares subject to outstanding Options
granted under the Plan.

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8.   Purchase for Investment.

     Unless the Options and shares covered by the Plan have been registered
under the Securities Act of 1933, as amended, or the Company has determined that
such registration is unnecessary, each person exercising an Option under the
Plan may be required by the Company to give a representation in writing that he
is acquiring the shares for his own account for investment and not with a view
to, or for sale in connection with, the distribution of any part thereof.

9.   Taxes.

     The Company may make such provisions as it may deem appropriate, consistent
with applicable law, in connection with any Options granted under the Plan with
respect to the withholding of any taxes or any other tax matters.

10.  Effective Date of Plan.

     The Plan shall be effective on the date it is approved by the Board,
provided however that the Plan shall subsequently be approved by majority vote
of the Company's shareholders in the manner contemplated by Rule l6b-3 of the
Act within one (1) year from the date approved by the Board.

11.  Amendment and Termination.

     The Board may amend, suspend, or terminate the Plan, except that no
amendment shall be made which would impair the right of any Optionee under any
Option theretofore granted without his consent. The Board, in its discretion,
may require any Plan amendments to be submitted for approval by the shareholders
of the Company, including, but not limited to, cases in which such approval is
deemed necessary for compliance with Section 162(m) or other requirements of the
Code or with the requirements of Nasdaq or any listing exchange, or to secure
exemption from Section 16(b) of the Securities Exchange Act of 1934.

     The Committee may amend the terms of any Option theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any Optionee without his consent. The Committee may also substitute new Options
for previously granted Options, including options granted under other plans
applicable to the participant and previously granted Options having higher
option prices, upon such terms as the Committee may deem appropriate.

12.  Government Regulations.

     The Plan, and the granting and exercise of Options hereunder, and the
obligation of the Company to sell and deliver shares under such Options, shall
be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be
required.

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     The Company intends that the Plan meet the requirements of Rule l6b-3 and
that transactions of the type specified in subparagraphs (0 and (f) of Rule l6b-
3 by officers of the Company (whether or not they are directors) pursuant to the
Plan will be exempt from the operation of Section 16(b) of the Act. In all
cases, the terms, provisions, conditions and limitations of the Plan shall be
construed and interpreted consistent with the Company's intent as stated in this
Section 13.

14.  General Provisions.

     (a)  Certificates. All certificates for shares of Stock delivered under the
Plan shall be subject to such stock transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.

     (b)  Employment Matters. The adoption of the Plan shall not confer upon any
Optionee of the Company or any Subsidiary, any right to continued employment
(or, in case the Optionee is also a director, continued retention as a director)
with the Company or a Subsidiary, as the case may be, nor shall it interfere in
any way with the right of the Company or any Subsidiary to terminate the
employment of any of its employees at any time.

     (c)  Limitation of Liability. No member of the Board or the Committee, or
any officer or employee of the Company acting on behalf of the Board or the
Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan, and all
members of the Board or the Committee and each and any officer or employee of
the Company acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such action,
determination or interpretation.

     (d)  Registration of Options. Notwithstanding any other provision in the
Plan, no Option may be exercised unless and until the Stock to be issued upon
the exercise thereof has been registered under the Securities Act of 1933 and
applicable state securities laws, or are, in the opinion of counsel to the
Company, exempt from such registration. The Company shall not be under any
obligation to register under applicable federal or state securities laws any
Stock to be issued upon the exercise of an Option granted hereunder, or to
comply with an appropriate exemption from registration under such laws in order
to permit the exercise of an Option and the issuance and sale of the Stock
subject to such Option however, the Company may in its sole discretion register
such Stock at such time as the Company shall determine. If the Company chooses
to comply with such an exemption from registration, the Stock issued under the
Plan may, at the direction of the Committee, bear an appropriate restrictive
legend restricting the transfer or pledge of the Stock represented thereby, and
the Committee may also give appropriate stop-transfer instructions to the
transfer agent to the Company.

     (e)  Payment. Stock options may be exercised in whole or in part by payment
of the exercise price of the shares to be acquired in accordance with the
provisions of the Grant Agreement, and/or such rules and regulations as the
Committee may have prescribed, and/or

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such determinations, orders, or decisions as the Committee may have made.
Payment may be made in cash (or cash equivalents acceptable to the Committee)
or, unless otherwise determined by the Committee, in shares of Common Stock or a
combination of cash and shares of Common Stock, or by such other means as the
Committee may prescribe. The Fair Market Value of shares of Common Stock
delivered on exercise of stock options shall be the average of the closing price
of the Common Stock for the five trading days prior to the date of exercise.
Shares of Common Stock delivered in payment of the exercise price may be
previously owned shares or, if approved by the Committee, shares acquired upon
exercise of the stock option. Any fractional share will be paid in cash. The
Corporation may make or guarantee loans to grantees to assist grantees in
exercising stock options and satisfying any related withholding tax obligations.

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