DATATEC SYSTEMS, INC.

                             2000 STOCK OPTION PLAN


         1.       Purpose of the Plan.

                  This 2000 Stock  Option  Plan (the  "Plan") is  intended as an
incentive, to retain in the employ of and as directors, consultants and advisors
to  Datatec  Systems,  Inc.,  a Delaware  corporation  (the  "Company")  and any
Subsidiary  of the Company,  within the meaning of Section  424(f) of the United
States  Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  persons of
training,   experience  and  ability,  to  attract  new  employees,   directors,
consultants  and advisors 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 (the  "Incentive  Options")  while certain other options
granted  pursuant  to  the  Plan  shall  be  nonqualified   stock  options  (the
"Nonqualified   Options").   Incentive  Options  and  Nonqualified  Options  are
hereinafter referred to collectively as "Options."

                  The Company  intends  that the Plan meet the  requirements  of
Rule 16b-3  ("Rule 16b- 3")  promulgated  under the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act")  and  that  transactions  of the type
specified in  subparagraphs  (c) to (f)  inclusive of Rule 16b-3 by officers and
directors of the Company  pursuant to the Plan will be exempt from the operation
of Section 16(b) of the Exchange Act. Further, the Plan is generally intended to
satisfy the  performance-based  compensation  exception to the limitation on the
Company's tax  deductions  imposed by Section  162(m) of the Code. 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
1.

         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 two or more  directors who are  "Non-Employee  Directors" (as such
term is defined in Rule 16b-3) and "Outside  Directors" (as such term is defined
in Section 162(m) of the Code),  which shall serve at the pleasure of the Board.
The  Committee,  subject to  Sections 3 and 5 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.  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.


<PAGE>


                  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  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 into effect the
Plan or any Options.  The act or  determination  of a majority of the  Committee
shall 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  Sections  of the  Plan  shall  be
conclusive on all parties.

                  In the event that for any reason  the  Committee  is unable to
act or if the  Committee  at the time of any grant,  award or other  acquisition
under the Plan of Options or Stock as  hereinafter  defined  does not consist of
two or more directors who are "Non-Employee" and "Outside," or if there shall be
no such  Committee,  then  the Plan  shall be  administered  by the  Board,  and
references  herein to the  Committee  (except in the  proviso to this  sentence)
shall be deemed to be  references  to the Board,  and any such  grant,  award or
other  acquisition may be approved or ratified in any other manner  contemplated
by subparagraph (d) of Rule 16b-3;  provided,  however,  that options granted to
the Company's Chief Executive Officer or to any of the Company's other four most
highly  compensated  officers that are intended to qualify as  performance-based
compensation  under  Section  162(m)  of the  Code may  only be  granted  by the
Committee.

         3.       Designation of Optionees.

                  The  persons  eligible  for   participation  in  the  Plan  as
recipients of Options (the "Optionees")  shall include  employees,  officers and
directors  of (in  addition to what such  director  has  received or may receive
under Section 6 of the Plan),  and  consultants  and advisors to, the Company or
any Subsidiary; provided that Incentive Options may only be granted to employees
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  or the
Optionee's  relationship to the Company, 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  that the  Committee  may  consider  relevant.  An Optionee 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 8 hereof, a total
of 3,000,000  shares of the Company's  Common Stock,  $0.001 par value per share
(the  "Stock"),  shall be subject to the Plan.  The maximum  number of shares of
Stock that may be subject to options granted under the Plan to any individual in
any  calendar  year shall not exceed  750,000,  and the method of counting  such
shares  shall  conform  to  any  requirements  applicable  to  performance-based
compensation  under Section  162(m) of the Code.  The shares of Stock subject to
the Plan shall consist of unissued shares


                                       -2-

<PAGE>

or  previously  issued shares held by 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  that may  remain  unsold  and that are not  subject to
outstanding  Options at the  termination  of the Plan shall cease to be reserved
for the  purposes  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 canceled 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 be subject to future  Options  under the
Plan,  except where such  reissuance  is  inconsistent  with the  provisions  of
Section 162(m) of the Code.

         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 pursuant to an Incentive Option shall be determined by the Committee
at the time of grant,  but shall not be less than 100% of the Fair Market  Value
(as  defined  below) of such share of Stock on the date the  Option is  granted;
provided,  however,  that  with  respect  to an  Optionee  who,  at the  time an
Incentive  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, the purchase price per share of Stock shall
be at least  110% of the Fair  Market  Value  per  share of Stock on the date of
grant.  The  purchase  price  of  each  share  of  Stock   purchasable  under  a
Nonqualified  Option shall not be less than 80% of the Fair Market Value of such
share of Stock on the date the Option is granted; provided,  however, that if an
Option  granted  to  the  Company's  Chief  Executive  Officer  or to any of the
Company's other four most highly compensated  officers is intended to qualify as
performance-based  compensation  under Section  162(m) of the Code, the exercise
price of such Option  shall not be less than 100% of the Fair  Market  Value (as
such term is  defined  below) of such  share of Stock on the date the  Option is
granted.  The exercise  price for each Option shall be subject to  adjustment as
provided in Section 8 below.  "Fair  Market  Value"  means the closing  price of
publicly  traded shares of Stock on the principal  securities  exchange on which
shares of Stock are  listed (if the  shares of Stock are so  listed),  or on the
NASDAQ Stock Market (if the shares of Stock are  regularly  quoted on the NASDAQ
Stock Market),  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. In no event shall the purchase  price of a share of
Stock be less than the minimum price  permitted  under the rules and policies of
any  national  securities  exchange  on which the  shares  of Stock are  listed.
Notwithstanding  anything to the  contrary in this  Section  5(a),  the purchase
price of each  share of Stock  purchasable  pursuant  to an Option  granted to a
director  under  Section 6 of the Plan  shall be the Fair  Market  Value of such
share of Stock on the date such Option is granted.



                                       -3-

<PAGE>

                  (b) Option Term. The term of each Option shall be fixed by the
Committee, however, no Option shall be exercisable more than ten years after the
date such Option is granted.  Notwithstanding  anything to the  contrary in this
Section 5(b), in the case of an Incentive  Option granted to an Optionee who, at
the time such Incentive  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,  no such Option  shall be
exercisable more than five years after the date such Option is granted.

                  (c)  Exercisability.  Subject to Section 5(j) hereof,  Options
shall be  exercisable  at such  time or times  and  subject  to such  terms  and
conditions as shall be determined by the Committee at the time of grant. Options
granted to directors  under Section 6 of the Plan shall be  exercisable in three
equal annual  installments  commencing  on the date of the grant of such Option.
The Board of Directors may waive any such installment  exercise provision at any
time in whold or in part based on  performance  and or such other factors as the
Board shall  determine  in its sole  discretion.  Upon a Change of Control,  the
Committee may declare all options granted under the Plan and then outstanding to
be exercisable in full at such time or times, and under such conditions,  as the
Committee shall determine. A "Change of Control" shall mean: (i) the sale of all
or substantially  all of the assets of the Company in one or a series of related
transactions  to any person or entity or group of persons or entities  acting in
concert or (ii) the merger or  consolidation of the Company with or into another
corporation  with the effect that the then existing  stockholders of the company
hold  less  than  50% of the  combined  voting  power  of the  then  outstanding
securities  of the  surviving  corporation  of such  merger  or the  corporation
resulting  from such  consolidation  or (iii) the  acquisition  by any person or
entity or group of persons or entities acting in concert of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Securities  Exchange Act
of 1934,  as  amended)  of 50% or more of the  outstanding  shares of the voting
stock of the Company or (iv) the adoption of a plan relating to the  liquidation
or dissolution of the Company.

                  (d)  Method of  Exercise.  Options  may be  exercised,  to the
extent then exercisable,  in whole or in part at any time during the term of the
Option, by giving written notice to the Company  specifying the number of shares
of Stock to be purchased,  accompanied by payment in full of the purchase price,
in cash,  or 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 be made at the  election of the  Optionee
(i) 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) which is not the
subject of any pledge or security interest,  (ii) in the form of shares of Stock
withheld by the Company from the shares of Stock  otherwise to be received  with
such withheld shares of Stock having a Fair Market Value on the date of exercise
equal to the  exercise  price of the Option,  or (iii) by a  combination  of the
foregoing, provided that the combined value of all cash and cash equivalents and
the Fair Market Value of any shares surrendered to the Company is at least equal
to such  exercise  price and except with  respect to (ii) above,  such method of
payment will not cause a  disqualifying  disposition  of all or a portion of the
Stock received upon exercise of an Incentive  Option. An Optionee shall have the
right to dividends and other rights of a  stockholder  with respect to shares of
Stock  purchased  upon  exercise of an Option at such time as the  Optionee  has
given  written  notice of exercise and has paid in full for such shares and (ii)
has satisfied such conditions that may be imposed by the Company with respect to
the withholding of taxes.


                                       -4-

<PAGE>

                  (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 or pursuant to a qualified  domestic  relations
order.  The  Committee,  in its sole  discretion,  may  permit a  transfer  of a
Nonqualified  Option to (i) a trust for the benefit of the  Optionee,  or (ii) a
member of the Optionee's  immediate  family (or a trust for his or her benefit).
Any attempt to transfer,  assign,  pledge 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) Death. Unless otherwise determined by the Committee at the
time of grant, if any Optionee's employment with, retention by or service to the
Company  or any  Subsidiary  (including  that  as a  director  of  the  Company)
terminates by reason of death,  the Option may  thereafter be 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 after 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.
Notwithstanding  anything to the contrary in this Section  5(f),  in the case of
the death of a director  holding  Options  granted  under Section 6 of the Plan,
such Options shall become immediately exercisable.

                  (g) Disability.  Unless otherwise  determined by the Committee
at the time of grant, if any Optionee's employment with, retention by or service
to the Company or any Subsidiary  (including  that as a director of the Company)
terminates by reason of total and permanent disability,  any Option held by such
Optionee may thereafter be exercised,  to the extent such Option was exercisable
at the time of termination due to such disability (or on such accelerated  basis
as the Committee  shall  determine at or after grant),  but may not be exercised
after 90 days of the date of such  termination  of  employment or service or the
expiration  of the stated  term of such  Option,  whichever  period is  shorter;
provided,  however,  that, if the Optionee dies within such 90-day  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
after the date of such death or for the stated  term of such  Option,  whichever
period is  shorter.  Notwithstanding  anything to the  contrary in this  Section
5(g), in the case of termination  by reason of disability of a director  holding
Options  granted under Section 6 of the Plan,  such Options may not be exercised
after one year of the date of such  termination  or the expiration of the stated
term of the Option, whichever period is shorter, provided, however, that if such
a director dies within such one-year period, any unexercised Option held by such
director  shall  thereafter  be  exercisable  to  the  extent  to  which  it  is
exercisable  at the time of the death of such  director for a period of one year
after the date of such death or for the stated  term of such  Option,  whichever
period is shorter.

                  (h) Retirement.  Unless otherwise  determined by the Committee
at the time of grant, if any Optionee's employment with, retention by or service
to 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 (or on such accelerated  basis as the Committee shall determine at or
after grant), but may


                                       -5-

<PAGE>

not be exercised after 90 days after the date of such  termination of employment
or service or the expiration of the stated term of such Option, whichever period
is shorter;  provided,  however,  that,  if the Optionee dies within such 90-day
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 after the date of such death or for the stated term of such
Option, whichever period is shorter.

                  For purposes of this Section  5(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  65,  and  "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.

                  (i) Other  Termination.  Unless  otherwise  determined  by the
Committee at the time of grant, if any Optionee's  employment with, retention by
or service to the Company or any Subsidiary (including that as a director of the
Company)  terminates  for  any  reason  other  than  death,  disability,  Normal
Retirement or Early  Retirement,  the Option shall thereupon  terminate,  except
that  the  portion  of any  Option  that  was  exercisable  on the  date of such
termination  of employment or service may be exercised for the lesser of 90 days
after  the date of  termination  or the  balance  of such  Option's  term if the
Optionee's  employment  or  service  with  the  Company  or  any  Subsidiary  is
terminated by the Company or such Subsidiary without cause (the determination as
to whether termination was for cause to be made by the Committee).  The transfer
of an Optionee  from the employ of or service to the Company to the employ of or
service to a Subsidiary, or vice versa, or from one Subsidiary to another, shall
not be deemed to constitute a termination  of employment or service for purposes
of the Plan.  Notwithstanding  anything to the contrary in this Section 5(i), in
the case of termination of membership on the Board of a director holding Options
granted under Section 6 of the Plan, such Options that are vested on the date of
termination  may be exercised in whole or in part at any time within one year of
the date of such termination or the expiration of the stated term of the Option,
whichever period is shorter and shall thereafter terminate.

                  (j) Limit on Value of Incentive  Option.  The  aggregate  Fair
Market  Value,  determined as of the date the  Incentive  Option is granted,  of
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 an Incentive  Option 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 upon 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 10 days after such disposition,  notify
the Company thereof and immediately  deliver to the Company any amount of United
States federal, state and local income tax withholding required by law.


                                       -6-

<PAGE>

         6.       Grants to Non-Employee Directors.

                  Each  director  of the  Company  who is not an employee of the
Company  or  any  Subsidiary  who  becomes  a  director  of  the  Company  shall
automatically receive a grant of an Option to purchase 24,000 shares of Stock on
the date  that  such  director  is first  elected  or  appointed  to the  Board.
Thereafter, to the extent that shares of Stock remain available for the grant of
Options  under the Plan,  each year on the day which is the  yearly  anniversary
date after they began serving on the Board or the nearest preceding business day
if such yearly anniversary date falls on a weekend or holiday,  each director of
the Company who is not an  employee  of the Company or any  Subsidiary  shall be
granted an Option to purchase 24,000 shares of Stock.

         7.       Term of Plan.

                  No Option  shall be granted  pursuant  to the Plan on or after
March 8, 2010, but Options theretofore granted may extend beyond that date.

         8.       Capital Change of the Company.

                  In the  event of any  merger,  reorganization,  consolidation,
recapitalization,  stock  dividend,  stock-split,  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,  to the end that after such event
each Optionee's proportionate interest shall be maintained as immediately before
the occurrence of such event.

         9.       Purchase for Investment.

                  Unless the  Options  and shares  covered by the Plan have been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
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 or she is acquiring the shares for his or her
own account  for  investment  and not with a view to, or for sale in  connection
with, the distribution of any part thereof.

         10.      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.

         11.      Effective Date of Plan.

                  The Plan shall be effective on March 8, 2000, provided however
that the Plan shall  subsequently  be approved by majority vote of the Company's
stockholders not later than March 8, 2001.


                                       -7-

<PAGE>

         12.      Amendment and Termination.

                  The Board may amend,  suspend or  terminate  the Plan,  except
that no  amendment  shall be made that would  impair the rights of any  Optionee
under any Option theretofore granted without the Optionee's consent,  and except
that no amendment shall be made which,  without the approval of the stockholders
of the Company would:

                  (a)      materially  increase the number of shares that may be
issued under the Plan, except as is provided in Section 8;

                  (b)      materially  increase  the  benefits  accruing  to the
Optionees under the Plan;

                  (c)      materially  modify the requirements as to eligibility
for participation in the Plan;

                  (d)      decrease the exercise price of an Incentive Option to
less than 100% of the Fair Market  Value per share of Stock on the date of grant
thereof,  decrease the exercise price of a Nonqualified  Option to less than 80%
of the Fair  Market  Value per share of Stock on the date of grant  thereof;  or
decrease the exercise  price of an Option  granted to a director under Section 6
of the Plan, or

                  (e)      extend the term of any Option  beyond  that  provided
for in Section 5(b).

                  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 the Optionee's  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.

         13.      Government Regulations.

                  The Plan, and the grant 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,  national  securities  exchanges  and
interdealer quotation systems as may be required.

         14.      General Provisions.

                  (a)  Certificates.   All  certificates  for  shares  of  Stock
delivered under the Plan shall be subject to such stop transfer orders and other
restrictions  as the Committee may deem advisable  under the rules,  regulations
and other  requirements  of the  Securities  and Exchange  Commission,  or other
securities  commission  having  jurisdiction,  any  applicable  Federal or state
securities  law, any stock exchange or interdealer  quotation  system upon which
the Stock is then listed or traded and the


                                       -8-

<PAGE>

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 the case of an Optionee who is a director,  continued  service
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,  the service of any of its
directors or the retention of any of its consultants or advisors 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 Stock. 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 and
applicable  state  securities  laws,  or are,  in the  opinion of counsel to the
Company,  exempt from such registration in the United States.  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 in order to permit the exercise of an Option and the issuance and sale
of the Stock  subject  to such  Option,  although  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 with respect to such Stock to the Company's transfer agent.



                                                     DATATEC SYSTEMS, INC.
                                                     March 8, 2000


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