AMENDED AND RESTATED AGREEMENT


         This Amended and  Restated  Agreement is amended and restated as of the
31st day of December, 1996 by and among XcelleNet, Inc. ("XcelleNet"), a Georgia
corporation with its principal place of business at 5 Concourse  Parkway,  Suite
850,  Atlanta,  GA  30328;  The  Netplex  Group,  Inc.  ("Netplex"),  a New York
corporation with its principal place of business at 8260 Greensboro Drive, #501,
McLean, VA 22102; and Technology  Development  Systems,  Inc.  ("TDS"),  an Ohio
corporation and wholly owned subsidiary of Netplex.

         WHEREAS XcelleNet, Netplex and TDS are parties to an Agreement dated as
of November 5, 1996, as amended by an amendment thereto dated as of November 15,
1996 (the  "Amendment"),  and as further amended by a Second  Amendment  thereto
dated as of November 19, 1996 (the "Second Amendment");

         WHEREAS  XcelleNet,  Netplex  and TDS  desire  to  further  amend  such
agreement  and to  restate  the  agreement  as so  amended  (as so  amended  and
restated, this "Agreement").

         For and in consideration of the mutual covenants  contained  herein, it
is hereby agreed by and between the  undersigned,  intending to be bound thereby
as follows:


                                I. TERMS OF SALE

         1.1 Purchase and Sale. Netplex and TDS hereby agree to sell,  transfer,
grant,  convey,  set over, assign and relinquish  exclusively to XcelleNet,  and
XcelleNet  hereby agrees to purchase,  acquire,  accept and receive from Netplex
and TDS:

         (a) all right,  title, and interest in and to both the tangible and the
intangible  property  constituting the computer software  programs  currently or
previously  developed  or offered  by Netplex or TDS under the name  "WorldLink"
(including,  but not limited to, computer software programs under development by
or for  Netplex or TDS that  represent  enhancements  to, new  versions  of, and
corrections  to the  WorldLink  family of software  products),  consisting  of a
series of modular  client/server  message-oriented  middleware  products used to
facilitate intra-and  inter-company  communications and information exchange and
as more particularly  described on Exhibit 1.1 hereto,  but solely excluding the
software licensed from Data Systems  Analysts,  Inc. ("DSA") and identified with
footnote "(1)" on Exhibit 1.1 (the "Software"),  including,  but not limited to,
the following incidents to the Software:

         (i) All media and devices that  constitute  all copies of any and every
version of the Software,  its component parts, and all Documentation (as defined
in Section 1.2(c) below) relating thereto;

<PAGE>

         (ii) All  patentable  inventions  and  certificates  of invention,  the
protection  of works of authorship or  expression,  including  United States and
international  copyrights and future  copyrights,  together with any renewals or
extensions  thereof,  pertaining to the Software owned,  claimed or subject to a
claim by Netplex or TDS, and any moral rights pertaining thereto;

         (iii)  Any  and all  logos,  trademarks,  service  marks,  trade  names
(including  all  goodwill   appertaining  thereto)  and  trade  dress,  if  any,
pertaining to the Software;

         (iv) Any and all trade secrets, know-how,  technology licenses, if any,
inventions,  discoveries,  improvements,  ideas, confidential information,  shop
rights and all other  intellectual  property  rights  owned or claimed (or which
could be claimed)  and embodied in the  Software or any  documentation  or media
associated therewith, or similar rights provided under any laws or international
conventions  throughout  the  world,  and  including  the  right  to  apply  for
registrations,  certificates or renewals with respect thereto, and the rights to
prosecute,  enforce,  obtain  damages  relating to,  settle or release any past,
present or future infringement thereof, and

         (b) All right,  title and  interest  of  Netplex  and TDS in and to all
Derivative  Works and Enhancements (as such terms are defined in Sections 7.5(f)
and  7.5(g),   respectively)  created  by  or  for  Netplex  or  TDS  (the  "DSA
Enhancements")  to the  software  licensed  by DSA to  Netplex  pursuant  to the
license  agreement  between DSA and Netplex  and/or TDS  included in Exhibit 7.8
(the "DSA License").  The DSA Enhancements and the software licensed pursuant to
the DSA License are sometimes collectively referred to as the "DSA Software."

         1.2  Delivery of  Physical  Objects.  Netplex  and TDS hereby  agree to
deliver to XcelleNet:

         (a) Except as hereinafter  provided,  its entire inventory of copies of
the Software in object code (machine-readable) form;

         (b) All  master  copies  of the  Software  computer  programming  code,
together with all enhancements or modifications thereto,  (except for the single
copy  retained by Netplex  pursuant to the license  granted in Article IV) which
code  consists  of object  code and source  code and is in a form  suitable  for
copying (for purposes hereof,  "source code" means the computer programming code
in human  readable  form,  including,  but not limited to, any  comments and job
control language); and

         (c) all textual material pertaining to the Software,  including, to the
extent  that it exists  and is in the  possession  or control of Netplex or TDS,
system documentation,  technical documentation,  end-user documentation, videos,
books  and  manuals,   flow  charts,  logic  manuals,   design  and  development
specifications, schematics, flow charts, principles of operation, error reports,
operating instructions, other technical or nontechnical data and/or

                                       -2-

<PAGE>
information  and any other  machine  readable  text or graphic  files subject to
display or printout,  and/or related correspondence or memoranda  (collectively,
the "Documentation").

         1.3 In  consideration  for the sale and  assignment to XcelleNet of the
Software  and  the DSA  Enhancements  and the  warranties,  representations  and
agreements contained herein, XcelleNet hereby agrees to pay to TDS the total sum
of Three  Million  Dollars  ($3,000,000),  which total sum shall be delivered by
wire transfer or a certified or bank check upon the execution  hereof to Vedder,
Price,  Kaufman,  Kammholz & Day,  attorneys  for Netplex and TDS,  (the "Escrow
Agent")  to be held  by the  Escrow  Agent  in  escrow  pursuant  to a  separate
agreement  consistent  with the  terms  and  provisions  of this  Agreement  and
executed by the Escrow Agent and the parties hereto. Of such total sum deposited
with the Escrow Agent,  Two Million  Dollars  ($2,000,000)  shall be held by the
Escrow Agent in escrow for delivery to Netplex and/or TDS at the Closing and One
Million Dollars  ($1,000,000)  shall be held by the Escrow Agent for delivery to
Netplex and/or TDS at the Second  Closing.  The remaining Five Hundred  Thousand
Dollars ($500,000) delivered by XcelleNet to the Escrow Agent in connection with
this transaction  shall be held by the Escrow Agent for delivery to XcelleNet at
the Second Closing.

         1.4  Simultaneously  with the  execution  and  delivery  of the  Second
Amendment  of this  Agreement,  Netplex and TDS shall  execute and deliver  into
escrow  with  the  Escrow  Agent a Bill of Sale  and  Assignment  conveying  the
Software and the DSA Enhancements to XcelleNet.  The Bill of Sale and Assignment
will be  delivered at the Closing (as defined in Section 2.3 below) to XcelleNet
simultaneously  with the delivery by the Escrow Agent to Netplex of that portion
of the purchase  price  allocated  pursuant to Section 1.3 above to the Software
and the DSA Enhancements.

         1.5 After the Closing, Netplex and/or TDS shall have only the rights to
use the  Software  and the DSA  Enhancements  and to retain a copy of the source
code as are specifically granted by Article IV of this Agreement.

         1.6 At any time,  from and after the Second  Closing,  XcelleNet  shall
have the option, exercisable in its sole discretion, to acquire from Netplex and
TDS an assignment of such of Netplex' and TDS' right,  title and interest in and
to the  license of  software  by DSA to Netplex  and/or TDS  pursuant to the DSA
License as XcelleNet shall determine, in consideration for an additional payment
by XcelleNet to Netplex of One Hundred  Dollars  ($100),  payable in cash.  This
option may be exercised  by XcelleNet in writing at any time,  upon ten business
days notice,  given as provided in this  Agreement  for the provision of notices
and  accompanied by XcelleNet's  check in payment of the option price.  Upon the
exercise of such  option,  Netplex and TDS shall  assign to  XcelleNet  all such
right,  title and  interest  as  XcelleNet  shall  have  chosen to  acquire,  by
execution  and  delivery  of an  assignment  in form  and  substance  reasonably
satisfactory  to  XcelleNet.  The exercise of such option and the  execution and
delivery  of such  assignment  is  sometimes  referred  to herein as the  "Third
Closing."


                                       -3-

<PAGE>
                     II. DELIVERY OF THE SOFTWARE AND OTHER
                         CONDITIONS PRECEDENT TO CLOSING

         2.1  On  the  first  business  day  following  the  execution  of  this
Agreement,  the Software  shall be delivered by Netplex and available for review
by  XcelleNet  at TDS's  offices in Chicago  for a period  from the date of such
Agreement  to the end of the day on Tuesday,  November  19,  1996.  The computer
programs  contained in the Software shall be delivered by Netplex in source code
form,  which shall then be generated into executable code by XcelleNet under the
direction of Netplex.

         2.2 Netplex  shall also, at the same time,  deliver to XcelleNet  three
(3) hard copies of the  Documentation  relating to the Software and user manuals
and one (1) copy on magnetic media in editable form. Handwritten notes, diagrams
and other materials not conveniently storable on magnetic media will be provided
in hard  copy  only.  Netplex  shall  also  deliver a  complete  copy of the DSA
Software and all documentation  with respect thereto normally used by Netplex or
TDS in using, maintaining and sub-licensing such software.

         2.3 (a) During the period from the date of this Agreement to the end of
the day on Tuesday November 19, 1996 (the "Software  Review Period"),  XcelleNet
shall  review  the  Software  and  conduct  such  additional  investigations  as
XcelleNet  shall deem  advisable in order to satisfy  itself that the warranties
and  representations  contained in Article VII of this Agreement with respect to
the  Software  are  correct.  In the event that  XcelleNet  determines  that the
warranties  contained  in Article VII with  respect to the Software are not true
and correct in all material respects,  it shall so notify Netplex and the Escrow
Agent that it rejects the Software.  XcelleNet shall either reject or accept the
Software at the end of said Software  Review Period or sooner.  XcelleNet  shall
not  unreasonably   withhold  acceptance  of  the  Software.   Upon  XcelleNet's
acceptance  of the  Software,  $2,000,000  of the purchase  price held in escrow
pursuant  to Section 1.3 above,  shall be  released  to Netplex  and/or TDS from
escrow and the Bill of Sale and  Assignment  shall be released to XcelleNet (the
"Closing"). Upon XcelleNet's rejection of the Software, Netplex and/or TDS shall
have the right for a reasonable  period of time, not to exceed 15 business days,
to cure any misrepresentation or breach of warranty that can reasonably be cured
within such time or to obtain  revisions  to any  provisions  of the  agreements
included  in Exhibit 7.8 to make them not  objectionable  to  XcelleNet.  In the
event that such misrepresentation or breach of warranty is not cured within such
period or such agreements are not so revised, or it earlier becomes evident that
such  misrepresentation  or  breach  cannot  be so cured or such  agreements  so
revised,  XcelleNet  shall notify Netplex and the Escrow Agent and all sums held
in escrow pursuant to this Agreement and the Escrow  Agreement shall be released
to XcelleNet,  together with any interest earned  thereon,  the Bill of Sale and
Assignment  shall be returned to Netplex and the parties  shall be released from
any further obligation to each other except as provided in Article V below.

         (b)   Simultaneously   with  the  amendment  and  restatement  of  this
Agreement,  the sum of $1  million  ($1,000,000)  previously  paid to the Escrow
Agent to be held in connection

                                       -4-

<PAGE>
with this Agreement  shall be released to Netplex and/or TDS from Escrow and all
remaining  amounts  paid by  XcelleNet to the Escrow  Agent,  together  with any
interest earned thereon, shall be returned to XcelleNet (the "Second Closing").

                                 III. TRANSITION

         In order to  effect a  transition  from  Netplex  to  XcelleNet  of the
business  generated  by and  associated  with  the  Software  subsequent  to the
Closing, Netplex shall use its reasonable best efforts to:

                  3.1 introduce and make available to XcelleNet the employees of
         TDS for interviews and meetings during the period from the date of such
         Agreement to the end of the day on Tuesday, November 19, 1996 described
         in Section  2.1,  with a view to  possible  prospective  employment  by
         XcelleNet,  subject to Section  5.7 below and  Netplex's  and/or  TDS's
         requirements  for  technical  support  staff  necessary  to fulfill its
         obligations under existing contracts with its customers;

                  3.2  introduce to XcelleNet  Netplex's  and/or TDS's  existing
         licensees  of the  Software  with a view  to the  possible  prospective
         migration from WorldLink to  XcelleNet's  RemoteWare  products upon the
         expiration  of existing  contracts  between said  licensees and Netplex
         and/or TDS;

                  3.3  introduce  to  XcelleNet  current   distributors   and/or
         partners of Netplex and/or TDS with respect to the Software with a view
         to the possible  prospective  engagement  of said  distributors  and/or
         partners as XcelleNet  distributors  or partners upon the expiration of
         existing  contracts  between  said  distributors  and/or  partners  and
         Netplex and/or TDS; and

                  3.4  introduce  to  XcelleNet   prospective  customers  and/or
         licensees of the Software; and

                  3.5  make  up to  three  members  of  Netplex's  and/or  TDS's
         technical staff available at TDS's offices in Chicago,  Illinois for up
         to 15  man-days  (within  the first 60 days  subsequent  to Closing) to
         train XcelleNet personnel with respect to the Software.  (XcelleNet may
         obtain  additional  training at Netplex's  prevailing hourly consultant
         races.)


                                       -5-

<PAGE>

                         IV. NON-COMPETITION CLAUSE AND
                             NON-EXCLUSIVE LICENSE

         4.1 XcelleNet and Netplex both mutually covenant that the Software sold
and  assigned by this  Agreement  will be an  important  proprietary  product of
XcelleNet.  Accordingly,  it is mutually  recognized  that there is a need for a
reasonable and  enforceable  Non-Competition  agreement  between the undersigned
parties to protect  XcelleNet's  substantial  investment  in the purchase of the
Software.

         4.2 The parties  expressly  recognize that  XcelleNet's,  Netplex's and
TDS's  businesses  are  worldwide in scope and that this  Agreement  requires an
effective Non- Competition clause.

         4.3 (a) For a period of five (5) years after the date  hereof,  each of
Netplex and TDS shall not,  other than for the benefit and at the  direction  of
XcelleNet, engage in the business of acquiring, developing, marketing (except as
a  remarketer  for third  parties  not  related to Netplex or TDS) or  licensing
systems and application  computer  programs  similar to or competitive  with the
Software as described in Exhibit 1.1, anywhere in the world. Each of Netplex and
TDS  acknowledges  and  agrees  that the  current  market  for the  Software  is
worldwide  and it is  therefore  reasonable  to  prohibit  Netplex  and TDS from
competing  with  XcelleNet  as  contemplated  herein.  Each of  Netplex  and TDS
covenants that it shall not engage in any such activity, directly or indirectly,
on its own behalf or in the  service of or on behalf of others.  Notwithstanding
any provision of this Section 4.3 to the contrary, neither Netplex nor TDS shall
be  restricted  from (a)  continuing  to fulfill  its  obligations  under  those
agreements  listed on Exhibit  7.5,  (b)  engaging  in its  systems  integration
services practice with respect to computer software products (including, but not
limited to, computer  software  products that are similar to or competitive with
the Software)  owned and offered by third parties not related to Netplex or TDS,
or (c)  engaging in its  contingency  staffing  business of  providing  computer
professionals on a contract basis to  organizations in need of  project-specific
staffing.

         (b) For a period  of five (5) years  after the date of this  Agreement,
each of  Netplex  and TDS shall  not,  use,  modify,  or  license-to  others the
software licensed to Netplex and TDS pursuant to the DSA License,  except solely
to the extent  necessary to enable  Netplex and/or TDS to perform its respective
obligations under existing  agreements with licensees,  distributors or partners
in  connection  with  licenses of the  Software.  For a period of five (5) years
after the date of this  Agreement,  neither  Netplex nor TDS shall assign to any
other person any rights or interest in the DSA license.  Each of Netplex and TDS
acknowledges and agrees that the  restrictions  contained in this Section 4.3(b)
are necessary and  reasonable in order to provide  XcelleNet  with its bargained
for benefit of the purchase of the Software.

         4.4 For a period of two (2) years  from and  after the  effective  date
hereof, each of Netplex and TDS agrees that it shall not, except as permitted to
continue to fulfill its obligations  under the agreements  listed on Exhibit 7.5
or as permitted by XcelleNet written

                                       -6-

<PAGE>
consent in each case, in any capacity, directly or indirectly, on its own behalf
or on behalf of any person,  firm,  partnership,  corporation or other entity or
organization,  solicit,  contact,  call upon or accept or  attempt to solicit or
accept,  any business  from any licensee of the Software  listed on Exhibit 7.5,
for purposes of or with a view to selling or providing computer software that is
competitive with the Software.

         4.5 To enable Netplex and/or TDS to perform its respective  obligations
under existing  agreements with licensees,  distributors or partners  related to
the Software,  Netplex and TDS are hereby  granted a license to use the Software
and  the  DSA  Enhancements  in the  form  sold to  XcelleNet  pursuant  to this
Agreement, on the terms attached to this Agreement as Exhibit 4.5.

         4.6 Subject to XcelleNet's  prior written  consent,  which shall not be
unreasonably withheld,  Netplex shall promptly terminate any existing agreements
with licensees,  distributors or partners  related to the license or sale of the
Software,  to the  extent  permitted  by, and in  accordance  with the terms and
conditions of said agreements.

         4.7 Netplex  acknowledges that its compliance with Article IV hereof is
necessary to protect the goodwill and other proprietary  interests of XcelleNet.
Netplex  acknowledges  that a  breach  of  Article  IV  hereof  will  result  in
irreparable  and  continuing  damage to  XcelleNet  for which  there  will be no
adequate  remedy at law;  and Netplex  agrees that in the event of any breach of
Article  IV,  XcelleNet  and its  successors  and  assigns  shall be entitled to
injunctive relief and to such other and further relief as may be proper.


                  V. PROPRIETARY INFORMATION, CONFIDENTIALITY,
                     AND NON-DISCLOSURE

         5.1 Each party  acknowledges  that, in the course of  performing  their
respective obligations  hereunder,  they shall be receiving information which is
proprietary and  confidential  to the disclosing  party and which the disclosing
party wishes to protect from public disclosure ("Proprietary Information").  For
purposes of this Article V, Netplex and TDS shall be considered a single party.

         5.2 Proprietary  Information as used herein includes without limitation
all information  disclosed at any time before, after or at the time of execution
of this  Agreement  between  the  parties  relating  to the  Software or the DSA
Enhancements   (including   without   limitation   the   source   code  and  any
specifications, designs, techniques or processes used in creating the Software);
and any other confidential  information or trade secrets that have been or shall
be  disclosed  between the  parties  relating  to their  respective  businesses,
customers,  products,  marketing  and sales  plans,  financial  status,  product
development  plan strategies and the like. For purposes of this  Agreement,  all
Proprietary  Information  included  in or  related  to the  Software  or the DSA
Enhancements shall be treated as the Proprietary Information of

                                       -7-

<PAGE>
TDS prior to the Closing and the  Proprietary  Information of XcelleNet from and
after the Closing.

         5.3 Without the express,  prior written  consent of the other party, in
each case, each party (a) shall hold such  Proprietary  Information of the other
party  in   confidence   and  not  disclose  it,  except  to  its  employees  or
representatives  to whom  disclosure is necessary to effect the purposes of this
Agreement  and who are  similarly  bound  in  writing  to hold  the  Proprietary
Information in confidence; (b) shall use its best efforts to prevent inadvertent
or  unauthorized  disclosure;  (c)  shall  not make  any use of any  Proprietary
Information nor circulate Proprietary Information in its organization, except to
the extent necessary to carry out the intent of this Agreement.

         5.4 The parties shall take appropriate action by written agreement with
their employees to satisfy their  obligations  under this Agreement with respect
to use,  copying,  modification,  protection  and  security of the  Software and
Proprietary Information.

         5.5  Nothing in this  Agreement  shall be  interpreted  as placing  any
obligation of confidence and non-use on a party with respect to any  Proprietary
Information that (a) can be demonstrated to have been in the public domain as of
the effective  date of this Agreement or comes into the public domain during the
term of the  obligations  of the parties  pursuant to this  Article V through no
fault of such party; or (b) can he demonstrated by clear and convincing evidence
to have  been  independently  developed  by  such  party;  or (c) is  rightfully
received by such party from a third party not under an  obligation of confidence
to the other party hereto with respect thereto;  or (d) is required by law to be
disclosed.  For  purposes of this  Section  5.5,  from and after the Closing all
Proprietary  Information  included  in or  related  to the  Software  or the DSA
Enhancements shall be deemed not to have been developed by or for Netplex or TDS
and to have been received by Netplex and TDS only from XcelleNet.

         5.6 In the event that either  party is  requested or compelled by court
order,  decree,  subpoena or other legal  process to disclose  (or is advised in
writing by its regular  outside  legal  counsel that it is obligated  under law,
rule or regulation to disclose) any of the Proprietary  Information of the other
party,  the party  required to make such  disclosure  shall  provide  reasonably
prompt notice (unless such notice is prohibited by law) to the party owning such
Proprietary  Information of any such  requirements so that the owning party may,
at its option and expense,  seek a protective order or other appropriate remedy.
The party by whom  disclosure  is required  agrees to cooperate  with the owning
party in any such proceeding,  at the expense of the owning party; provided that
the foregoing  shall not be construed to require the party by whom disclosure is
required  to  undertake  litigation  or other legal  proceedings  on its behalf.
Regardless  of whether  such  protective  order or other  appropriate  remedy is
obtained,  the party by whom  disclosure  is  required  will only  furnish  that
portion of the  Proprietary  Information of the owning party that it is required
to disclose.

         5.7 The  terms  and  conditions  of this  Agreement  shall be deemed to
constitute Proprietary  Information.  Notwithstanding the preceding,  Netplex or
XcelleNet may disclose

                                       -8-

<PAGE>

the terms and conditions of this Agreement,  without obtaining the prior written
consent of the other party, in order to comply with the disclosure  requirements
of the Securities and Exchange Commission,  or any other governmental entity, if
the disclosing  party's  outside legal counsel  advises that such  disclosure is
required.

         5.8 Unless otherwise mutually agreed to in writing,  the obligations of
the parties contained in this Article V with respect to Proprietary  Information
shall terminate five (5) years from the date of this Agreement.  With respect to
all trade secrets  included in the Proprietary  Information,  the obligations of
the parties shall continue for so long as such information  continues to qualify
as a trade secret.

         5.9  Further  to  facilitate  the  confidentiality  provisions  of this
Article,  each of the  parties  agrees that for a period of three years from the
execution of this Agreement,  it will not hire or attempt to hire any individual
as an  employee or a  subcontractor  who is or has been an employee of the other
party  for a period  of at least 12 months  from the  date,  of that  employee's
termination without the written consent of the former employer.

         5.10 Each of the parties hereto  acknowledges  that its compliance with
Article V hereof is  necessary  to protect the  goodwill  and other  proprietary
interests  of the  other.  Each  party  acknowledges  that a breach of Article V
hereof will result in irreparable  and continuing  damage to the other party for
which there will be no adequate remedy at law; and each party agrees that in the
event of any breach of Article V, the other party and its successors and assigns
shall be entitled to injunctive relief and such further relief as may be proper.


                    VI. ACTIONS FOR INFRINGEMENT OF SOFTWARE
                              OR ENHANCED SOFTWARE

         6.1 Any action to be brought to prevent or enjoin any third  party from
infringement of any trade name, trademark, service mark, trade secret, copyright
or other proprietary rights of XcelleNet with respect to the Software or the DSA
Enhancements shall be brought  exclusively by XcelleNet,  in its sole discretion
and control and at its sole cost and expense.  All damages or monetary  recovery
resulting from any acts of infringement shall be the property of XcelleNet.

         6.2 Netplex shall assist XcelleNet in all actions to enforce any rights
covered  by this  Agreement  to the extent  that its  assistance  is  reasonably
requested.  Netplex shall make any  witnesses  reasonably  requested  available,
participate  at  depositions  and trial and lend whatever  additional  technical
support  is  reasonably   requested  to  assist   XcelleNet  in  the  successful
prosecution of any lawsuit involving the software.

         6.3 Netplex shall be paid a fee of $1,000 per day plus  reasonable  and
actual  travel and living  expenses for each employee or officer of Netplex who,
at  XcelleNet's  request,  assists  XcelleNet in the  enforcement  of any rights
assigned herein.

                                       -9-

<PAGE>

         6.4  Netplex  shall  promptly  notify   XcelleNet  in  writing  of  any
infringers of the Software or the DSA Enhancements.


                       VII. REPRESENTATIONS AND WARRANTIES

         Netplex and TDS hereby  jointly and severally  represent and warrant to
XcelleNet as follows:

         7.1 Organization. Netplex is a corporation validly existing and in good
standing under the laws of the State of New York,  with full corporate power and
authority to conduct its business and to own and hold its properties and assets.
TDS is a  wholly  owned  subsidiary  of  Netplex  and is a  corporation  validly
existing  and in good  standing  under the laws of the State of Ohio,  with full
corporate  power and  authority  to conduct its business and to own and hold its
properties and assets.

         7.2  Power  and  Authority  of  Netplex.  Netplex  and TDS each has the
requisite  corporate power and authority to execute,  deliver,  and perform this
Agreement and the other  agreements and instruments to be executed and delivered
by it in connection with the transactions  contemplated hereby.  Netplex and TDS
have taken all  necessary  actions,  corporate or  otherwise,  to authorize  the
execution  and  delivery  of  this  Agreement  and  such  other  agreements  and
instruments   and  the  performance   and   consummation  of  the   transactions
contemplated hereby and thereby. This Agreement is, and the other agreements and
instruments  to be executed and delivered by Netplex and TDS in connection  with
the transactions  contemplated hereby upon their execution and delivery shall be
the legal,  valid and  binding  obligations  of Netplex  and TDS,  respectively,
enforceable in accordance with their terms.

         7.3 No Conflict.  Neither the execution and delivery of this  Agreement
and the other  agreements  and  instruments  to be  executed  and  delivered  in
connection  with  the  transactions  contemplated  hereby  or  thereby,  nor the
consummation of the transactions  contemplated hereby or thereby,  will, with or
without the giving of notice or the lapse of time, or both,  violate or conflict
with (a) any federal, state, or local law, regulation,  ordinance,  governmental
restriction,  order, judgment or decree to which Netplex, TDS or the Software is
subject;  (b)  any  provision  of any  charter,  bylaw  or  other  governing  or
organizational  instrument  of Netplex or TDS; or (c) any  mortgage,  indenture,
license,   instrument,   trust,  contract,  agreement  or  other  commitment  or
arrangement  to which  Netplex or TDS is a party or by which  Netplex,  TDS, the
Software or any of the other rights to be conveyed hereunder are bound.

         7.4 Required Consents. No approval, authorization, consent, permission,
or waiver to or from, or notice,  filing, or recording to or with, any person is
necessary  for (a) the  execution  and delivery of this  Agreement and the other
agreements and  instruments to be executed and delivered in connection  with the
transactions contemplated hereby, or the

                                      -10-

<PAGE>
consummation by Netplex and TDS of the  transactions a contemplated  hereby;  or
(b)  XcelleNet's  ownership  and use of the  Software  and the other  assets and
rights conveyed pursuant to this Agreement.

         7.5      Title to Intellectual Property.

         (a) Netplex and TDS own and have all rights to all  technology,  patent
rights,  trademarks,  trade  secrets,  copyrights  and  know-how  included in or
integral  to  the  Software.  Exhibit  1.1  contains  a list  of  all  principal
components of the Software and the  Documentation  and  identifies the principal
components of the DSA Software. The Software and the DSA Software constitute all
of the computer software programs  currently or previously  developed or offered
by Netplex or TDS under the name 'WorldLink'.

         (b)  XcelleNet  shall  receive,  pursuant  to and  as of  the  Closing,
complete and  exclusive  right,  title,  and interest in and to all tangible and
intangible property rights existing in the Software,  subject only to the rights
reserved and retained pursuant to Section 4.5 of this Agreement,  and except for
the rights of those  existing  customers and  distributors  under the agreements
listed on  Exhibit  7.5.  Netplex or TDS has  developed  the  Software  entirely
through efforts of its employees for their own account, the Software is free and
clear of any liens, claims,  encumbrances,  rights or equities whatsoever of any
third party, and the Software contains no software components in which any third
party may claim  superior or joint  ownership nor is the Software an Enhancement
or  Derivative  Work (as such  terms are  defined  below) of any other  software
programs not owned in their entirety by Netplex or TDS.  Netplex or TDS owns all
right,  title and interest in all DSA Enhancements  except for that right, title
and interest  which is owned by DSA as owner of the  underlying  work upon which
the DSA Enhancements are based.

         (c) The Software and its use by Netplex,  TDS and their  licensees does
not infringe any patent,  copyright, or trade secret of any third party, and the
source code and  specification  for the Software have been maintained in secrecy
and confidence.  TDS has properly  affixed the copyright notice to all copies of
the Software,  but has not registered any copyrights,  trademarks,  trade names,
service marks or patents associated with the Software,  except for the trademark
'LapControl'.  So far as is known to Netplex and TDS, the DSA Software  does not
infringe on any  patent,  copyright  or trade  secret of any third party and the
source code and assistant  specifications for such Software have been maintained
in secrecy and confidence.

         (d)  All  personnel,  including  employees,  agents,  consultants,  and
contractors,  who have  contributed  to or  participated  in the  conception and
development   of  the  Software  (a)  have  been  party  to  a   "work-for-hire"
relationship  with  Netplex  or TDS  that  has  accorded  Netplex  or TDS  full,
effective,  and  exclusive  original  ownership of all  tangible and  intangible
property thereby arising with respect to the Software,  and/or (b) have executed
appropriate  instruments  of  assignment  in favor of Netplex or TDS as assignee
that have

                                      -11-

<PAGE>

conveyed  to Netplex or TDS full,  effective,  and  exclusive  ownership  of all
tangible and intangible property thereby arising with respect to the Software.

         (e) There are no agreements or  arrangements  in effect with respect to
the marketing, distribution,  licensing, or promotion of the Software or the DSA
Enhancements by any independent salesperson,  distributor, sublicensor, or other
remarketer or sales organization except as set forth on Exhibit 7.5 hereto.

         (f) For purposes  hereof,  "Derivative  Work" shall mean a work that is
based upon one or more  preexisting  works,  such as a  revision,  modification,
translation,  abridgment,  condensation,  expansion,  or any other form in which
such  preexisting  works  may be  recast,  transformed  or  adapted  and that if
prepared  without the  authorization  of the owner of the preexisting work would
constitute  copyright  infringement  or other  infringement  of the  proprietary
rights of the owner therein.

         (g)  For  purposes  hereof,   "Enhancements"   shall  mean  changes  or
additions,  including all new releases,  that add  significant  new functions or
substantially  improve the performance by changes in system design or coding and
related code and Documentation.

         (h) So far as is known to Netplex  and TDS,  all  personnel,  including
employees,  agents,  consultants  and  contractors,  who have  contributed to or
participated in the conception and development of the DSA Software (i) have been
party to a "work for hire"  relationship with a predecessor of Netplex or TDS or
with DSA that has accorded such predecessor or DSA full, effective and exclusive
original ownership of all tangible and intangible  property thereby arising with
respect to the DSA Software,  and/or (ii) have executed appropriate  instruments
of  assignment  in favor of such  predecessor  or DSA that have conveyed to such
predecessor or DSA full, effective,  and exclusive ownership of all tangible and
intangible  property thereby arising with respect to the DSA Software,  and such
rights have been  conveyed to Netplex by DSA or such  predecessor  of Netplex or
TDS.


         7.6  Absence of Claims.  There is no pending  or, to the  knowledge  of
Netplex  or TDS,  threatened  infringement,  misuse or  misappropriation  of the
Software or, to the  knowledge of Netplex or TDS, the DSA Software by any person
or entity. So far as it is known to them,  neither Netplex nor TDS is infringing
or has  infringed on any rights of any person or entity in the  operation of its
business  with  respect  to the  Software  or the DSA  Software.  Except for the
conveyance  of such rights to  XcelleNet,  the  execution  and  delivery of this
Agreement  and the  consummation  of the  transactions  contemplated  hereby and
thereby  will not alter or impair  the  rights of  Netplex  or TDS in and to the
Software or the DSA Software.

         7.7  Documentation.  The  Documentation  includes  the source  code and
technical  documentation,  including any program language (including  compilers,
"work  benches,"  tools,  and higher level or  "proprietary"  languages) and all
other materials used by Netplex or TDS

                                      -12-

<PAGE>
for  the  development,  maintenance  and  implementation  of the  Software.  The
documentation  provided to XcelleNet  with  respect to DSA Software  pursuant to
Section 2.2 includes the source code and technical documentation,  including any
program language  (including  compilers,  "work benches," tools, higher level or
"proprietary"  languages) and all other materials used by Netplex or TDS for the
development of Enhancements  or Derivative  Works (as those terms are defined in
Section  7.5)  with  respect  to the DSA  Software  or for the  maintenance  and
implementation of the DSA Software.

         7.8      Agreements.

         (a)  Netplex  or TDS has  granted  rights  in the  Software  or the DSA
Software solely pursuant to the agreements, true, correct and complete copies of
which are included in Exhibit 7.8.

         (b) the DSA  License,  a true  correct  and  complete  copy of which is
attached  in Exhibit  7.8,  is in full force and effect in  accordance  with its
terms  without  amendment or  modification  and neither party is in default with
respect thereto.

         7.9 Litigation.  There is no claim, action, suit, proceeding,  inquiry,
hearing, arbitration,  administrative proceeding or investigation (collectively,
"Litigation")  pending,  or, to the  knowledge  of  Netplex  or TDS,  threatened
against Netplex or TDS, present or former directors,  officers,  or employees of
Netplex or TDS, or any other  person  affecting,  involving,  or relating to the
Software, or to the knowledge of Netplex or TDS, the DSA Software. No litigation
has  been  brought  within  the last  five  (5)  years  against  Netplex  or TDS
affecting,  involving or relating to the Software or the DSA  Software.  Netplex
knows of no facts  that could  reasonably  be  expected  to serve as a basis for
Litigation against Netplex or TDS (or XcelleNet upon acquisition of the Software
or rights in the DSA  Software)  or any other  person  affecting,  involving  or
relating to the Software or the DSA Software.

         7.10  Software  Functionality  and  Documentation.   The  Documentation
correctly  describes in all material  respects the operation and  maintenance of
and  interface  with the  Software.  The copy of the DSA  Software  delivered to
XcelleNet  pursuant to Section 2.2 includes all such software and  documentation
regularly  used by Netplex or TDS in connection  with the use,  maintenance  and
sub-licensing of such software and correctly  describes in all material respects
the operation and maintenance of and interface with the DSA Software.

         7.11  Disclosure.  No  representation,  warranty,  or statement made by
Netplex in this Agreement or in any document or  certificate  furnished or to be
finished to XcelleNet  pursuant to this  Agreement  contains or will contain any
material  untrue  statement,  or omits or will omit to state any  material  fact
necessary to make the;  statements  contained  herein or therein not misleading.
Netplex has disclosed to XcelleNet  all facts known or  reasonably  available to
Netplex that are material to the Software.


                                      -13-

<PAGE>

         7.12 The Warranties  provided for in this Agreement  shall be EXCLUSIVE
of all other Warranties.  NETPLEX MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY.

         7.13  IN  NO  EVENT  SHALL   NETPLEX  BE  LIABLE  FOR   INCIDENTAL   OR
CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR OTHER ECONOMIC LOSSES.


                              VIII. INDEMNIFICATION

         8.1  Indemnification  by Netplex.  Netplex shall indemnify,  defend and
hold  harmless  XcelleNet  and its  respective  successors  and  assigns and the
directors, officers, employees, and agents of XcelleNet from and against any and
all demands, claims, actions, or causes of action, assessments, losses, damages,
liabilities,  costs,  and expenses,  including  reasonable  fees and expenses of
counsel,  other  expenses  of  investigation,   handling  and  litigation,   and
settlement amounts, together with interest and penalties (collectively, a "Loss"
or "Losses"),  asserted  against,  resulting from,  imposed upon, or incurred by
XcelleNet,  directly or indirectly,  by reason of, or arising in connection with
any of the following:

         (a)  Any  inaccuracy  in or  breach  of any  representation,  warranty,
covenant or  agreement of Netplex or TDS  contained in or made  pursuant to this
Agreement or in any of the agreements and other instruments contemplated hereby;

         (b) Any and all claims,  suits or actions  based upon products sold by,
transactions  entered into, or other actions taken by or on behalf of Netplex or
TDS (i) prior to the date of the  Closing or (ii)  insofar as they may relate to
rights in the software licensed pursuant to the DSA License prior to the date of
the Third Closing, or (iii) from and after the date of the Closing in connection
with the agreements included in Exhibit 7.8;

         (c) Any obligations or liabilities of Netplex or TDS; and

         (d) To the extent not covered by the  foregoing,  any and all  demands,
claims, actions or causes of action, assessments,  losses, damages, liabilities,
costs, and expenses,  including  reasonable fees and expenses of counsel,  other
expenses of  investigation,  handling and  litigation,  and settlement  amounts,
together with interest and penalties, incident to the foregoing.

         8.2 Indemnification by XcelleNet. XcelleNet shall indemnify, defend and
hold harmless Netplex,  TDS and their respective  successors and assigns and the
directors,  officers, employees, and agents of each of them from and against any
and all demands,  claims,  actions,  or causes of action,  assessments,  losses,
damages,  liabilities,  costs,  and  expenses,  including  reasonable  fees  and
expenses of counsel, other expenses of investigation,

                                      -14-

<PAGE>
handling and  litigation,  and  settlement  amounts,  together with interest and
penalties  (collectively,  a "Loss" or "Losses"),  asserted  against,  resulting
from, imposed upon, or incurred by any of them directly or indirectly, by reason
of, or arising in connection with any of the following:

         (a)  Any  allegation  that  the  Software  or the DSA  Enhancements  as
modified  by  XcelleNet  following  the date of the  Closing  (or,  if the Third
Closing occurs,  any allegation that the software  licensed  pursuant to the DSA
License  as  modified  by  XcelleNet  following  the date of the Third  Closing)
infringes,  violates or misappropriates any patent, copyright,  trademark, trade
secret or other proprietary  right of a third party;  provided that the Software
or the DSA  Enhancements in its form as sold to XcelleNet by Netplex and TDS (or
the software  licensed  pursuant to the DSA License in the form delivered at the
Third  Closing,  as  appropriate)  pursuant  to this  Agreement  and without the
modification made by XcelleNet would not be subject to such allegation;

         (b) Any and all  claims,  suits  or  actions  based  upon  transactions
entered into or other actions taken by or on behalf of XcelleNet with respect to
the Software or the DSA  Enhancements  from and after the date of the Closing or
with respect to the software licensed pursuant to the DSA License from and after
the date of the Third Closing;

         (c) To the extent not covered by the  foregoing,  any and all  demands,
claims, actions or causes of action, assessments,  losses, damages, liabilities,
costs, and expenses,  including  reasonable fees and expenses of counsel,  other
expenses of  investigation,  handling and  litigation,  and settlement  amounts,
together with interest and penalties, incident to the foregoing.

         8.3 Notice of Claim.  The party entitled to  indemnification  hereunder
(the   "Claimant")   shall  promptly  deliver  to  the  party  liable  for  such
indemnification  hereunder  (the  "Obligor")  notice in writing  (the  "Required
Notice")  of any claim for  recovery  under  Section 8.1 or 8.2,  specifying  in
reasonable  detail the nature of the Loss,  and,  if known,  the  amount,  or an
estimate of the amount, of the liability  arising  therefrom (the "Claim").  The
Claimant  shall  provide to the Obligor as promptly  as  practicable  thereafter
information and documentation reasonably requested by the Obligor to support and
verify the claim  asserted,  provided  that,  in so doing,  it may  restrict  or
condition any disclosure in the interest of preserving  privileges of importance
in any foreseeable litigation.

         8.4 Defense. If the facts pertaining to the Loss arise out of the claim
of any third party  available by virtue of the  circumstances  of the Loss,  the
Obligor  may  assume the  defense  or the  prosecution  thereof,  including  the
employment  of counsel or  accountants,  at its cost and  expense.  The Claimant
shall have the right to employ  counsel  separate  from counsel  employed by the
Obligor in any such action and to participate therein, but the fees and expenses
of such counsel employed by the Claimant shall be at Claimant's own expense. The
Claimant  shall  have the right to  determine  and adopt  (or,  in the case of a
proposal by Obligor,  to approve) a settlement of such matter in its  reasonable
discretion, except that

                                      -15-

<PAGE>
Claimant  need not consent to any  settlement  that (a) imposes any non monetary
obligation on Claimant or (b) Obligor does not agree to pay in full. The Obligor
shall not be liable for any  settlement  of any such claim  effected by Claimant
without  Obligor's  prior  written  consent,  which  shall  not be  unreasonably
withheld.  Whether or not the  Obligor  chooses to so defend or  prosecute  such
claim,  all the parties  hereto shall  cooperate  in the defense or  prosecution
thereof and shall  furnish such records,  information,  and testimony and attend
such conferences,  discovery proceedings,  hearings, trials, and appeals, as may
be reasonably requested in connection therewith.

         8.5 Offset for Insurance Recoveries nd Tax Benefits.  The amount of any
Loss  recovered  from Obligor by a Claimant  shall be reduced by the amount,  if
any, of any  insurance  recovery  realized by the Claimant  with respect to such
Loss,  but only to the  extent  of any  amount  actually  exceeding  the  amount
necessary  to  make  the  Claimant   whole  for  the  entire  Loss  (and  giving
consideration,  for such purpose,  to any tax detriment the Claimant may realize
from the insurance, indemnification, or other recoveries the Claimant may obtain
with  respect  to such  Loss).  To the  extent  such an  insurance  recovery  is
realized,  the Claimant  shall  reimburse the Obligor for the amount of any such
insurance recovery or net tax benefit when and as realized at any time.

         8.6 Survival of  representations  and  warranties  and  obligations  of
parties to indemnify. The representations,  warranties, covenants and agreements
made  or  to  be  performed   pursuant  to  this  Agreement  shall  survive  the
consummation of the transactions contemplated hereby, except that the warranties
and  representations  of Netplex and TDS  contained in Section 7.7 and 7.10 with
respect to the  Software  shall not survive the  acceptance  of the  Software by
XcelleNet and the warranties and representations of Netplex and TDS contained in
Sections  7.7 and 7.10 with  respect to the DSA  Software  shall not survive the
Third Closing.


                    IX. POST-CLOSING COVENANTS AND AGREEMENTS

         9.1  Further  Assurances.  Each of Netplex  and TDS shall  execute  and
deliver such further conveyance instruments and take such further actions as may
be  reasonably  necessary or  desirable  to evidence  more fully the transfer of
ownership of all of the Software and the DSA  Enhancements  to XcelleNet and, if
the Third Closing occurs,  the rights in the software  licensed  pursuant to the
DSA License conveyed to XcelleNet.  Without limitation,  each of Netplex and TDS
agrees:

         (a) To execute,  acknowledge and deliver any affidavits or documents of
assignment and conveyance  regarding the Software and the DSA Enhancements  and,
if the Third Closing  occurs,  the rights  conveyed to XcelleNet in the software
licensed pursuant to the DSA License;


                                      -16-

<PAGE>

         (b) To provide, consistent with the provisions of Article VI, testimony
in connection  with any proceeding  affecting the right,  title,  or interest of
XcelleNet  in the Software and the DSA  Enhancements  and, if the Third  Closing
occurs, the software licensed pursuant to the DSA License; and

         (c) To perform any other acts deemed  necessary to carry out the intent
of this Agreement.

         XcelleNet shall reimburse  Netplex or TDS for any reasonable and actual
fees, costs or expenses incurred in connection with the foregoing.

         9.2 Transfer  Taxes.  All sales,  transfer  and similar  taxes and fees
(including  all  recording  fees,  if any)  incurred  in  connection  with  this
Agreement  and the  transactions  contemplated  hereby shall be borne equally by
Netplex and XcelleNet, with XcelleNet's liability limited to $20,000.


                          X. ACKNOWLEDGMENT OF RIGHTS.

         In furtherance of this  Agreement,  Netplex and TDS hereby  acknowledge
that,  from and after the effective date of the Closing with respect to Software
and the DSA  Enhancements  (and if the Third Closing occurs,  from and after the
effective  date of the Third  Closing  with respect to the rights of Netplex and
TDS  pursuant  to the DSA  License  that  XcelleNet  has  elected  to  acquire),
XcelleNet has acquired all of Netplex's and TDS's right, title and standing to:

         10.1 Receive all rights and benefits  pertaining to the  Software,  the
DSA  Enhancements  (and the software  licensed  pursuant to the DSA License,  if
applicable),  except for those rights and benefits pursuant to the agreements in
effect as of the effective date of the Closing with those parties  identified in
Exhibit 7.5;

         10.2  Institute and prosecute  all suits and  proceedings  and take all
actions that XcelleNet, in its sole discretion,  may deem necessary or proper to
collect, assert, or enforce any claim, right, or title of any kind in and to the
Software,  the DSA Enhancements  (and, if the Third Closing occurs, the software
licensed pursuant to the DSA License); and

         10.3  Defend  and  compromise  any  and  all  such-actions,  suits,  or
proceedings relating to such transferred and assigned rights,  title,  interest,
and  benefits,  and to  perform  all such  other  acts in  relation  thereto  as
XcelleNet, in its sole discretion subject to Section 8.3, deems advisable.


                                      -17-

<PAGE>

                                XI. FORCE MAJEURE

         11.1 Neither party to this  Agreement  shall be liable to the other for
delays in the performance of the Agreement caused by unforeseen circumstances or
causes  beyond its  control,  including  but not limited to, acts of God,  wars,
riots, strikes, fires, floods, shortages of labor or materials,  labor disputes,
inevitable accidents and governmental restrictions.


                                  XII. NOTICES

         12.1 All  notices,  requests,  and  demands  given to or made  upon the
parties  shall be in writing  and shall be mailed  properly  addressed,  postage
prepaid,  registered  or  certified,  return  receipt  requested,  or personally
delivered to either party at the addresses set forth below:


Mr. Dennis M. Crumpler                  Mr. Gene Zaino
Chairman and CEO                        Chairman and CEO
XcelleNet, Inc.                         The Netplex Group, Inc.
5 Concourse Parkway                     8260 Greensboro Drive, #507
Suite 850                               McLean, VA 22102
Atlanta, GA 30328


or at such other  address for a party as shall be specified by like notice.  Any
notice that is  delivered  personally  in the manner  provided  herein  shall be
deemed to have been duly given to the party to whom it is  directed  upon actual
receipt by such party (or its agent for notices  hereunder).  Any notice that is
addressed  and  mailed  in the  manner  herein  provided  shall be  conclusively
presumed  to have been duly given to the party to which it is  addressed  at the
close of business, local time of the recipient, on the fourth business day after
the day it is so placed in the mail.

                               XIII. SEVERABILITY

         13.1 If any  provision  of the  Agreement  shall  be held by a court of
competent  jurisdiction  to be contrary to law, the remaining  provisions of the
Agreement shall remain in full force and effect.

         13.2 The  undersigned  parties  hereto  agree  that in the  event  that
portions of this Agreement are adjudged  invalid,  unenforceable or inoperative,
the Court of competent  jurisdiction  which so rules shall have the authority to
rewrite and reform this Agreement to the extent to make it valid,  operative and
enforceable under the law.


                                      -18-

<PAGE>

                           XIV. SUCCESSORS AND ASSIGNS

         14.1 This  Agreement  shall be binding upon and inure to the benefit of
the  successors and assigns of the parties.  Neither  Netplex nor TDS may assign
this  Agreement  or any rights or  obligations  hereunder,  in whole or in part,
without the prior written consent of XcelleNet.


                                   XV. WAIVER

         15.1 No term or provision  hereof shall be deemed  waived and no breach
excused  unless  such  waiver or consent  shall be in writing  and signed by the
party claimed to have waived or consented.


                               XVI. GOVERNING LAW

         16.1 This  Agreement  shall be governed by and  construed in accordance
with the laws of the  State of  Virginia  without  regard  to its  choice of law
provisions.


                      XVII. ENTIRE AGREEMENT; MODIFICATION

         17.1  This  Agreement,  together  with the  Exhibits  hereto  which are
incorporated herein by reference, the Bill of Sale and Assignment and the Escrow
Agreement to be  delivered  pursuant  hereto,  constitute  the entire  Agreement
between the parties  concerning  the subject  matter  hereof.  It supersedes any
proposal or prior agreement,  oral or written,  and any other  communication and
may  only be  modified  in a  writing  signed  by both  parties.  No  amendment,
modification,  or alteration of the terms or provisions of this Agreement  shall
be binding  unless the same shall be in writing and duly executed by the parties
hereto.

                              XVIII. MISCELLANEOUS

         18.1 This Agreement may be executed in one or more  counterparts,  each
of which shall for all  purposes  be deemed to be an  original  and all of which
shall constitute the same instrument.

         18.2 The headings of the sections and  paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction hereof.

         18.3 XcelleNet and Netplex shall consult with each other before issuing
any press  releases or otherwise  making any public  statements  with respect to
this Agreement and the  transactions  contemplated  hereby.  Neither  XcelleNet,
Netplex nor TDS shall issue any

                                      -19-

<PAGE>
such press  release or make any public  statement  without the  agreement of the
other party,  except as such party's  counsel advises in writing may be required
by law.

         18.4 All covenants,  agreements,  representations,  and warranties made
herein  shall  survive the  execution  and  delivery of this  Agreement  and the
consummation of the transactions contemplated hereby.

         IN WITNESS  WHEREOF,  the parties have caused this Amended and Restated
Agreement to be executed by their undersigned duly authorized representatives on
the date first set forth above.



                                          The Netplex Group, Inc.


-------------------------                 By:____________________________
Date                                      Gene Zaino
                                          Chairman and CEO



                                          Technology Development Systems, Inc.


-------------------------                 By:____________________________
Date                                          Name:
                                              Title:


                                          XcelleNet, Inc.


-------------------------                 By:_____________________________
Date                                          Sidney V. Sack
                                              Executive Vice President and CFO

                                      -20-