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                                                                   Exhibit 10(b)

                           2001 NETPLEX SYSTEMS, INC.
                          DIRECTORS' STOCK OPTION PLAN


                                   ARTICLE I
                                    PURPOSE
                                    -------

The purpose of 2001 Netplex Systems, Inc. Directors' Stock Option Plan (the
"Plan") is to secure for Netplex Systems, Inc. and its shareholders the benefits
arising from stock ownership by its Directors.  The Plan will provide a means
whereby such Directors may purchase shares of the common stock, $0.01 par value,
of Netplex Systems, Inc. pursuant to options granted in accordance with the
Plan.

                                  ARTICLE II
                                  DEFINITIONS
                                  -----------

The following capitalized terms used in the Plan shall have the respective
meanings set forth in this Article:

 II.1 "Board" shall mean the Board of Directors of Netplex Systems, Inc.

 II.2 "Code" shall mean the Internal Revenue Code of 1986, as amended.

 II.3 "Company" shall mean Netplex Systems, Inc. and any of its Subsidiaries.

 II.4 "Director" shall mean any person who is a member of the Board of Directors
      of the Company.

 II.5 "Eligible Director" shall be any Director who is not a full or part-time
      Employee of the Company.

 II.6 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

 II.7 "Exercise Price" shall mean the price per Share at which an Option may be
      exercised.

 II.8 "Fair Market Value" shall mean the closing sales price of a Share as
      quoted on NASDAQ on the Grant Date or on the preceding date on which such
      Shares are traded if no Shares were traded on such Grant Date. If the
      Shares are not quoted on NASDAQ, Fair Market Value shall be deemed to be
      the average of the high bid and asked prices of the Shares in the over-
      the-counter market on the Grant Date, or the next preceding date on which
      the last prices were recorded, as reported by the National Quotation
      Bureau.

 II.9 "Grant Date" shall mean with respect to each Eligible Director the date
      such Eligible Director is first elected as a member of the Board.

II.10 "NASDAQ" shall mean the National Association of Securities Dealers
      Automated Quotation System.

II.11 "Option" shall mean an Option to purchase Shares granted pursuant to the
      Plan.

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II.12  "Option Agreement" shall mean the written agreement described in Article
       VI herein.

II.13  "Permanent Disability" shall mean the condition of an Eligible Director
       who is unable to participate as a member of the Board by reason of any
       medically determined physical or mental impairment that can be expected
       to result in death or which can be expected to last for a continuous
       period of not less than 12 months.

II.14  "Purchase Price" shall be the Exercise Price multiplied by the number of
       whole Shares with respect to which an Option may be exercised.

II.15  "Securities Act" shall mean the Securities Act of 1933, as amended.

II.16  "Shares" shall mean shares of common stock, $.001 par value, of the
       Company.

II.17  "Subsidiaries" shall have the meaning provided in Section 425(f) of the
       Code.

                                  ARTICLE III
                                ADMINISTRATION
                                --------------

III.1  General.  This Plan shall be administered by the Board in accordance with
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       the express provisions of this Plan.

III.2  Powers of the Board.  The Board shall have full and complete authority to
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       adopt such rules and regulations and to make all such other
       determinations not inconsistent with the Plan as may be necessary for the
       administration of the Plan.


                                  ARTICLE IV
                            SHARES SUBJECT TO PLAN
                            ----------------------


Subject to adjustment in accordance with Article IX, an aggregate of 300,000
Shares is reserved for issuance under this Plan.  Shares sold under this Plan
may be either authorized but unissued Shares or reacquired Shares.  If an
Option, or any portion thereof, shall expire or terminate for any reason without
having been exercised in full, the unpurchased Shares covered by such Option
shall be available for future grants of Options.


                                   ARTICLE V
                                    GRANTS
                                    ------


V.1    Grants. On the Grant Date, each Eligible Director shall receive the grant
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       of an option to purchase 15,000 Shares.

V.2    Adjustment of Grants. The number of Shares set forth in Section 5.1 as to
       --------------------
       which Options shall be granted shall be subject to adjustment as provided
       in Section 9.1 hereof.

V.3    Compliance With Rule 16b-3.  The terms for the grant of Options to an
       --------------------------
       Eligible Director may only be changed if permitted under Rule 16b-3 under
       the Exchange Act and, accordingly, the formula for the grant of Options
       may not be changed or otherwise modified more than once

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       in any six month period, other than to comport with changes in the Code,
       the Employee Retirement Income Security Act, or the rules and regulations
       thereunder.


                                  ARTICLE VI
                                TERMS OF OPTION
                                ---------------


Each Option shall be evidenced by a written Option Agreement executed by the
Company and the Eligible Director which shall specify the Grant Date, the number
of Shares subject to the Option, the Exercise Price and shall also include or
incorporate by reference the substance of all of the following provisions and
such other provisions consistent with this Plan as the Board may determine.


VI.1  Term.  The term of each Option shall be 10 years from the Grant Date
      ----
      thereof, subject to earlier termination in accordance with Articles VI and
      X.

VI.2  Restriction on Exercise.  Options shall be exercisable at such time or
      -----------------------
      times and subject to such terms and conditions as shall be determined by
      the Board at grant, provided, however, that in the case of the Eligible
      Director's death or Permanent Disability, the Options held by him will
      become immediately exercisable, unless a longer vesting period is
      otherwise determined by the Board at grant. The Board may waive any
      installment exercise provision at any time in whole or in part based on
      performance and/or such other factors as the Board may determine in its
      sole discretion, provided, however, that no Option shall be exercisable
      until more than six months have elapsed from the Grant Date and; provided,
      further that no Option will be exercisable until shareholder approval of
      the Plan shall have been obtained.

VI.3  Exercise Price.  The Exercise Price for each Share subject to an Option
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      shall be the Fair Market Value of the Share as determined in Section 2.8
      herein.

VI.4  Manner of Exercise.  An Option shall be exercised in accordance with its
      ------------------
      terms, by delivery of a written notice of exercise to the Company and
      payment of the full purchase price of the Shares being purchased. An
      Eligible Director may exercise an Option with respect to all or less than
      all of the Shares for which the Option may then be exercised, but a
      Director must exercise the Option in full Shares.

VI.5  Payment.  The Purchase Price of Shares purchased pursuant to an Option or
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      portion thereof, may be paid:

      (a)  in United States Dollars, in cash or by check, bank draft or money
           order payable to the Company;

      (b)  at the discretion of the Board by delivery of Shares already owned by
           an Eligible Director with an aggregate Fair Market Value on the date
           of exercise equal to the Purchase Price, subject to the provisions of
           Section 16(b) of the Exchange Act; and

      (c)  through the written election of the Eligible Director to have Shares
           withheld by the Company from the Shares otherwise to be received with
           such withheld Shares having an aggregate Fair Market Value on the
           date of exercise equal to the Purchase Price.

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VI.6   Transferability. No Option shall be transferable otherwise than by will
       ---------------
       or the laws of descent and distribution, and an Option shall be
       exercisable during the Eligible Director's lifetime only by the Eligible
       Director, his guardian or legal representative.

VI.7   Termination of Membership on the Board.  If an Eligible Director's
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       membership on the Board terminates for any reason other than cause,
       including the death of an Eligible Director, an Option held on the date
       of termination may be exercised in whole or in part at any time within
       one (1) year after the date of such termination (but in no event after
       the term of the Option expires) and shall thereafter terminate. If an
       Eligible Director's membership on the Board is terminated for cause,
       which determination shall be made by the Board, Options held by him shall
       terminate concurrently with termination of membership.


                                  ARTICLE VII
                       GOVERNMENT AND OTHER REGULATIONS
                       --------------------------------


VII.1  Delivery of Shares.  The obligation of the Company to issue or transfer
       ------------------
       and deliver Shares for exercised Options under the Plan shall be subject
       to all applicable laws, regulations, rules, orders and approvals which
       shall then be in effect.

VII.2  Holding of Stock After Exercise of Option.  The Option Agreement shall
       -----------------------------------------
       provide that the Eligible Director, by accepting such Option, represents
       and agrees, for the Eligible Director and his permitted transferees
       hereunder that none of the Shares purchased upon exercise of the Option
       shall be acquired with a view to any sale, transfer or distribution of
       the Shares in violation of the Securities Act and the person exercising
       an Option shall furnish evidence satisfactory to that Company to that
       effect, including an indemnification of the Company in the event of any
       violation of the Act by such person. Notwithstanding the foregoing, the
       Company in its sole discretion may register under the Act the Shares
       issuable upon exercise of the Options under the Plan.


                                 ARTICLE VIII
                                WITHHOLDING TAX
                                ---------------


The Company may in its discretion, require an Eligible Director to pay to the
Company, at the time of exercise of an Option an amount that the Company deems
necessary to satisfy its obligations to withhold federal, state or local income
or other taxes (which for purposes of this Article includes an Eligible
Director's FICA obligation) incurred by reason of such exercise.  When the
exercise of an Option does not give rise to the obligation to withhold federal
income taxes on the date of exercise, the Company may, in its discretion,
require an Eligible Director to place Shares purchased under the Option in
escrow for the benefit of the Company until such time as federal income tax
withholding is required on amounts included in the Eligible Director's gross
income as a result of the exercise of an Option.  At such time, the Company, in
its discretion, may require an Eligible Director to pay to the Company an amount
that the Company deems necessary to satisfy its obligation to withhold federal,
state or local taxes incurred by reason of the exercise of the Option, in which
case the Shares will be released from escrow upon such payment by an Eligible
Director.

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                                  ARTICLE IX
                                  ADJUSTMENTS
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IX.1  Proportionate Adjustments.  If the outstanding Shares are increased,
      -------------------------
      decreased, changed into or exchanged into a different number or kind of
      Shares or securities of the Company through reorganization,
      recapitalization, reclassification, stock dividend, stock split, reverse
      stock split or other similar transaction, an appropriate and proportionate
      adjustment shall be made to the maximum number and kind of Shares as to
      which Options may be granted under this Plan. A corresponding adjustment
      changing the number or kind of Shares allocated to unexercised Options or
      portions thereof, which shall have been granted prior to any such change,
      shall likewise be made. Any such adjustment in the outstanding Options
      shall be made without change in the Purchase Price applicable to the
      unexercised portion of the Option with a corresponding adjustment in the
      Exercise Price of the Shares covered by the Option. Notwithstanding the
      foregoing, there shall be no adjustment for the issuance of Shares on
      conversion of notes, preferred stock or exercise of warrants or Shares
      issued by the Board for such consideration as the Board deems appropriate.

IX.2  Dissolution or Liquidation.  Upon the dissolution or liquidation of the
      --------------------------
      Company, or upon a reorganization, merger or consolidation of the Company
      with one or more corporations as a result of which the Company is not the
      surviving corporation, or upon a sale of substantially all of the property
      or more than 80% of the then outstanding Shares of the Company to another
      corporation, the Company shall give to each Eligible Director at the time
      of adoption of the plan for liquidation, dissolution, merger or sale
      either (1) a reasonable time thereafter within which to exercise the
      Option prior to the effective date of such liquidation or dissolution,
      merger or sale, or (2) the right to exercise the Option as to an
      equivalent number of Shares of stock of the corporation succeeding the
      Company or acquiring its business by reason of such liquidation,
      dissolution, merger, consolidation or reorganization.


                                   ARTICLE X
                       AMENDMENT OR TERMINATION OF PLAN
                       --------------------------------

X.1   Amendments.  The Board may at any time amend or revise the terms of the
      ----------
      Plan, provided no such amendment or revision shall, unless appropriate
      shareholder approval of such amendment or revision is obtained:

      (a)  increase the maximum number of Shares which may be sold pursuant to
           Options granted under the Plan, except as permitted under the
           provisions of Article IX;

      (b)  change the minimum Exercise Price set forth in Article VI;

      (c)  increase the maximum term of Options provided for in Article VI; or

      (d)  permit the granting of Options to anyone other than as provided in
           Article V.

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X.2   Termination.  The Board at any time may suspend or terminate this Plan.
      -----------
      This Plan, unless sooner terminated, shall terminate on the tenth (10th)
      anniversary of its adoption by the Board. Termination of the Plan shall
      not affect Options previously granted thereunder. No Option may be granted
      under this Plan while this Plan is suspended or after it is terminated.

X.3   Consent of Holder.  No amendment, suspension or termination of the Plan
      -----------------
      shall, without the consent of the holder of Options, alter or impair any
      rights or obligations under any Option theretofore granted under the Plan.

                                  ARTICLE XI
                           MISCELLANEOUS PROVISIONS
                           ------------------------

XI.1  Privilege of Stock Ownership.  No Eligible Director entitled to exercise
      ----------------------------
      any Option granted under the Plan shall have any of the rights or
      privileges of a shareholder of the Company with respect to any Shares
      issuable upon exercise of an Option until certificates representing the
      Shares shall have been issued and delivered.

XI.2  Plan Expenses.  Any expenses incurred in the administration of the Plan
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      shall be borne by the Company.

XI.3  Use of Proceeds.  Payments received from an Eligible Director upon the
      ---------------
      exercise of Options shall be used for general corporate purposes of the
      Company.

XI.4  Governing Law.  The Plan has been adopted under the laws of the State of
      -------------
      New York. The Plan and all Options which may be granted hereunder and all
      matters related thereto, shall be governed by and construed and
      enforceable in accordance with the laws of the State of New York as it
      then exists.


                                  ARTICLE XII
                             SHAREHOLDER APPROVAL
                             --------------------

This Plan is subject to approval, at a duly held shareholders' meeting within 12
months after the date the Board approves this Plan, by the affirmative vote of
holders of a majority of the voting Shares of the Company represented in person
or by proxy and entitled to vote at the meeting.  Options may be granted, but
not exercised, before such shareholder approval is obtained.  If the
shareholders fail to approve the Plan within the required time period, any
Options granted under this Plan shall be void, and no additional Options may
thereafter be granted.

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