ACQUISITION AGREEMENT

         This  Acquisition  Agreement  is  made  effective  as of the 3rd day of
January,  1998 (the "Contract  Date") by and between The Netplex Group,  Inc., a
New York corporation ("Netplex"),  Preferred Systems Solutions, Inc., a Virginia
corporation ("Preferred"),  The PSS Group, Inc., a Virginia corporation ("PSS"),
and Robert J. Hisel, Jr., an individual  residing at 11309 Winterpointe  Circle,
Reston, Virginia 20194 ("Hisel"), pursuant to which Netplex shall acquire all of
the outstanding  common stock of The PSS Group,  Inc., a wholly owned subsidiary
of Preferred  ("PSS") and in exchange for cash and a certain number of shares of
Class A common  stock,  par value  $.001,  of  Netplex  ("Netplex  Stock") to be
determined by and in accordance with the following terms and conditions.

         WHEREAS,  Netplex has agreed to  purchase  the  technical  professional
staff augmentation operations and business of Preferred,  which does not include
Preferred's government contracting business (the "PSS Business"); and

         WHEREAS,  part of the  consideration  for  the  purchase  price  is the
agreement of Preferred and Robert J. Hisel,  Jr. that they will not compete with
the business Netplex is purchasing; and

         WHEREAS,  Preferred recently formed a subsidiary,  PSS, and transferred
the assets and  liabilities of the PSS Business to PSS prior to the date of this
Agreement.

         NOW  THEREFORE,   in  consideration  of  the  mutual   representations,
warranties,  covenants, terms and conditions set forth herein, the parties agree
as follows:

1.       Purchase  and  Sale of PSS  Stock.  On the  terms  and  subject  to the
         conditions  set forth in this  Agreement,  at the Closing  (hereinafter
         defined)  Preferred  agrees to sell,  transfer,  convey and  deliver to
         Netplex,  and  Netplex  agrees to  purchase,  acquire  and accept  from
         Preferred, all of the capital stock of PSS (the "PSS Stock").

2.       Closing.  The Closing shall take place on such date,  time and place as
         the  parties  shall  agree  (the  "Closing  Date")  after  all  of  the
         conditions to the parties'  obligations to close have been satisfied or
         waived; however, in no event shall the Closing occur later than January
         30,  1998,  provided  however  that  Closing  shall be  effective as of
         January 3, 1998.

3.       Consideration.  In  exchange  for  the PSS  Stock,  Netplex  shall  pay
         Preferred  $600,000,  payable  $300,000  in cash on the  Closing  Date,
         payable by check to Preferred or by wire  transfer to Signet Bank,  ABA
         Number 051006778,  Account Number 6520417376;  and on or before January
         15, 1999,  $300,000  either in cash or 200,000 shares of Netplex common
         stock, or any combination  thereof, at Preferred's option. The price of
         the Netplex common stock for this purpose is $1.50 per share.

4.       Items To Be Delivered At Closing.  The parties  hereto shall deliver to
         each other the following fully executed agreements:

         a.   The Earn Out Agreement in the form set forth in Exhibit A hereto.

         b.   Netplex Stock Option Agreements for up to a total of 40,000 shares
              will be  distributed  to the employees of PSS other than Hisel and
              William Fonseca pursuant to the attached Option Schedule set forth
              as Schedule 4.b hereto.  The form of option  agreement is attached
              hereto as Exhibit B. The exercise price of the options will be the
              closing  price of the Netplex  Stock on the date of  execution  of
              this Agreement.

         c.   The Employment Agreement with William Fonseca in the form attached
              hereto as Exhibit C.

         d.   The Management  Services  Agreement in the form attached hereto as
              Exhibit D.
<PAGE>

         e.   The letter  escrow  agreement  and the pledge  agreement and stock
              power  from  Preferred's  counsel in the form  attached  hereto as
              Exhibit E.

         f.   The Master  Contribution,  Assignment and Assumption  Agreement in
              the form attached hereto as Exhibit F (the "Drop Down Agreement").

5.       Termination of Personal  Guarantee.  As soon as  practicable  after the
         Closing  Date,  but in no event later than sixty days after the Closing
         Date,  Netplex  will  cause  Preferred's  lender  to  amend,  modify or
         terminate the Preferred  Line of Credit with First Union Bank (formerly
         Signet Bank) for  $1,000,000  (liability for which was assumed by PSS),
         so that Preferred's liability on and the personal guarantee of Hisel on
         the line of credit is  extinguished.  Netplex agrees that the PSS stock
         certificates  shall be pledged to Preferred  as security for  Netplex's
         obligations under this Section 5 and the PSS stock  certificates  shall
         be held in escrow by Preferred's counsel until such time as Preferred's
         liability on and Hisel's personal guarantee thereon is extinguished.

6.       Management Services To Be Provided by Preferred.  Schedule 6 sets forth
         a complete list of the contracts assigned by Preferred to PSS under the
         Drop Down  Agreement.  Any  contract  or  agreement  which could not be
         transferred to PSS as part of the  Acquisition  Agreement  because of a
         non-assignment clause (or similar restriction) is set forth on Schedule
         3 to the Drop Down  Agreement  and shall be  maintained  and managed by
         Preferred for the benefit of PSS and Netplex, and any profits resulting
         from such a contract or agreement shall be  immediately,  after receipt
         of said profits, paid over to PSS or Netplex pursuant to the Management
         Services  Agreement.  Preferred will assist PSS and Netplex in novating
         such contracts or agreements so that the contracts or agreements can be
         assigned to PSS or Netplex.

7.       Non-competition by Preferred. Preferred agrees:

         a.   For a period of five (5) years  after the date of this  Agreement,
              Preferred  and any of its  shareholders  shall  not,  directly  or
              indirectly,  alone, or as a partner, officer, director,  employee,
              stockholder,   consultant  or  agent  of  any  other  corporation,
              partnership or other business organization, engage in any business
              activity which is directly or indirectly in  competition  with the
              products or services owned, sold, manufactured, marketed, provided
              or developed by PSS and/or Netplex and its subsidiaries during the
              three (3) year period beginning as of the date of this Agreement.

         b.   For a period of five (5) years  after the date of this  Agreement,
              Preferred  and any of its  shareholders  shall  not,  directly  or
              indirectly,  alone, or as a partner, officer, director,  employee,
              stockholder,   consultant  or  agent  of  any  other  corporation,
              partnership or other business organization, solicit the employment
              of,  or  hire,  any  employee  of  PSS,  Netplex,  or any  Netplex
              subsidiary, or cause any such employee to terminate the employee's
              relationship with PSS, Netplex or any Netplex subsidiary,  without
              the prior written approval of Netplex.  Netplex and PSS agree that
              they shall not directly or indirectly  solicit the  employment of,
              or hire any employee of  Preferred,  or cause any such employee to
              terminate the employee's  relationship  with Preferred without the
              prior written approval of Preferred.

         c.   For a period of five (5) years after the date of this  Agreement ,
              Preferred  or any of  its  shareholders  shall  not,  directly  or
              indirectly,  alone, or as a partner, officer, director,  employee,
              stockholder,   consultant  or  agent  of  any  other  corporation,
              partnership  or other  business  organization,  solicit any of the
              accounts of PSS or Netplex unless such  solicitation is undertaken
              on behalf of a business  venture which does not compete,  directly
              or  indirectly,   with  the  products  or  services  owned,  sold,
              manufactured,  marketed,  provided  or  developed  by  PSS  and/or
              Netplex  and its  subsidiaries  during  the three (3) year  period
              beginning on the date of this Agreement.

         d.   The parties  agree that this  Agreement  is being  entered into by
              Netplex in connection  with the acquisition of PSS, a wholly owned
              subsidiary of Preferred,  and that any breach or threatened breach
              of the provisions of this Agreement will cause irreparable  injury
              to PSS and  Netplex  and

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<PAGE>

              that  money   damages   will  not  provide  an  adequate   remedy.
              Accordingly,  PSS and Netplex shall, in addition to other remedies
              provided  by law, be entitled  to such  equitable  and  injunctive
              relief as may be  necessary  to  enforce  the  provisions  of this
              agreement  against  Preferred  or any of its  shareholders  or any
              person  or  entity  participating  in such  breach  or  threatened
              breach. Nothing contained herein shall be construed as prohibiting
              PSS and/or Netplex from pursuing any other and additional remedies
              available  to  it,  at  law  or in  equity,  for  such  breach  or
              threatened breach including any recovery of damages from Preferred
              and any of its shareholders and the immediate  termination of this
              Agreement.

         e.   The provisions of this Section 7 shall not be enforceable  against
              Preferred  if  PSS  or  Netplex  has   materially   breached  this
              Agreement.

         f.   Notwithstanding anything herein to the contrary, the provisions of
              Sections 7.a and 7.c shall not apply to any government contracting
              business conducted by Preferred,  whether as a prime contractor to
              a  governmental  agency  or  unit  or  as  a  subcontractor  to  a
              commercial  enterprise with respect to any governmental  agency or
              unit.


8.       Representations  and Warranties of Preferred,  PSS and Robert J. Hisel,
         Jr. As an inducement to Netplex to enter into this Agreement,  and as a
         condition precedent to its purchase of the PSS Stock:

         a.   Organization  and Power.  Hisel,  Preferred and PSS hereby jointly
              and  severally  represent  and  warrant  to Netplex as of the date
              hereof  and as of the  Closing  date  that  Preferred  and PSS are
              corporations duly organized, validly existing and in good standing
              under  the  laws of the  Commonwealth  of  Virginia,  and they are
              qualified  to  do  business  and  is  in  good   standing  in  the
              jurisdictions  specified on the  "Schedule  8.a -  Qualifications"
              annexed hereto,  which,  except as otherwise disclosed on Schedule
              8.a,  are  the  only  jurisdictions  in  which  the  ownership  of
              properties  or  the  conduct  of  business  requires  it  to be so
              qualified.  Except as otherwise disclosed on Schedule 8.a, PSS has
              all  requisite  power and  authority  and all  material  licenses,
              permits and other authorizations  necessary to own and operate its
              properties and to carry on its  businesses as now  conducted.  The
              copies of the Articles of  Incorporation,  By-Laws,  minute books,
              stock transfer ledgers and other records of corporate  proceedings
              of PSS which have been previously furnished to Netplex reflect all
              amendments  made  thereto  at any  time  prior to the date of this
              Agreement  and are correct and complete in all material  respects,
              and there have been no changes,  alteration  or additions  thereto
              that have not been furnished to Netplex prior to the Closing Date.

         b.   Subsidiaries.   Hisel,   Preferred  and  PSS  hereby  jointly  and
              severally  represent  and warrant to Netplex as of the date hereof
              and as of the Closing date that other than PSS,  Preferred owns no
              controlling  interest  in  any  corporation,   partnership,  joint
              venture or other entity.

         c.   Assets and  Liabilities  Assigned by Preferred  to PSS.  Hisel and
              Preferred  hereby  jointly and severally  represent and warrant to
              Netplex as of the date hereof and as of the Closing  date that the
              assets and liabilities  transferred by Preferred to PSS on January
              2,  1998  pursuant  to the Drop  Down  Agreement  are set forth in
              Schedule 8.c attached hereto.

         d.   Authorization;  No Breach. Hisel, Preferred and PSS hereby jointly
              and  severally  represent  and  warrant  to Netplex as of the date
              hereof and as of the Closing date that the execution, delivery and
              performance  by Preferred and PSS of this  Agreement and the other
              agreements   contemplated  hereby  and  the  consummation  of  the
              transactions  contemplated  hereby and thereby  have been duly and
              validly  authorized  by  all  requisite  board  of  directors  and
              shareholder  action,  and no  other  proceedings  on the  part  of
              Preferred  and PSS  are  necessary  to  authorize  the  execution,
              delivery or performance of this Agreement or the other  agreements
              contemplated  hereby.  This  Agreement  and the  other  agreements
              contemplated   hereby  each   constitutes   a  valid  and  binding
              obligation of Preferred or PSS,  enforceable  against Preferred


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<PAGE>
              or PSS in accordance  with its  respective  terms.  To the best of
              their commercially reasonable knowledge,  the execution,  delivery
              and  performance  of this  Agreement  by  Preferred or PSS and the
              consummation of the transactions  contemplated  hereby and thereby
              do not and shall not conflict  with or result in any breach of any
              of the  provisions of or constitute a default  under,  result in a
              violation of, or cause the  acceleration  of any obligation  under
              any indenture,  mortgage, lease, loan agreement or other agreement
              or instrument to which  Preferred or PSS is bound or affected,  or
              any law, statute, rule, regulation,  judgment,  order or decree to
              which Preferred or PSS is subject, except as set forth in Schedule
              8.d attached hereto.

         e.   Financial Condition;  Financial  Statements;  Accounts Receivable.
              Hisel,  Preferred and PSS hereby  jointly and severally  represent
              and warrant to Netplex as of the date hereof and as of the Closing
              date that all of the Preferred  financial  statements  provided to
              Netplex  are  materially  true  and  correct   statements  of  the
              financial condition of Preferred with respect to the PSS Business;
              there are no material  omissions or misstatements in the financial
              statements  or financial  materials  provided to Netplex;  and the
              financial  statements,  taken  as  a  whole,  fairly  present  the
              financial  condition and results of  operations of Preferred  with
              respect to the PSS  Business  as of the dates  thereof and for the
              periods then ended . To the best of their commercially  reasonable
              knowledge,  Preferred,  PSS and Robert J. Hisel,  Jr.  warrant and
              represent  that the accounts  receivable  of Preferred and PSS are
              valid, existing and collectible  obligations owed to Preferred and
              PSS, that the accounts  receivable are not subject to any defense,
              counterclaim, or set off, and that Preferred and PSS have good and
              marketable title to all of their accounts receivable.  The current
              accounts  receivable  and  financial  statements  are set forth in
              Schedule 8.e attached hereto.

         f.   Absence  of  Undisclosed  Liabilities.  Hisel,  Preferred  and PSS
              hereby  jointly and severally  represent and warrant to Netplex as
              of the date hereof and as of the Closing date that:
              
              1.   As of the Closing,  PSS shall have no material liabilities or
                   obligations  in excess of $15,000  with respect to any person
                   or entity whether accrued, absolute, contingent, unliquidated
                   or  otherwise,  whether  or not known to  Preferred  and PSS,
                   whether  due or to become due,  arising  out of  transactions
                   entered  into at or prior to the  Closing,  or any  action or
                   inaction  at or prior to the  Closing,  or any state of facts
                   existing at or prior to the Closing,  regardless  of when any
                   such liability or obligation is asserted,  including, without
                   limitation,  taxes with respect to or based upon transactions
                   or events occurring on or before the Closing, except:

                   (A) liabilities and obligations under agreements,  contracts,
                   leases  or  commitments   described  on  the  "Schedule  6  -
                   Contracts"  attached hereto (but not liabilities for breaches
                   thereof), or

                   (B) liabilities and obligations otherwise expressly disclosed
                   in  this  Agreement  or  the  "Schedule  8.f  -  Liabilities"
                   attached hereto.

              2.   Preferred  and PSS are not  signatory  to, and are not in any
                   manner  a   guarantor,   endorser,   assumptor  or  otherwise
                   primarily or secondarily  liable for or  responsible  for the
                   payment of, any notes payable or other obligations other than
                   those set forth in Schedule 8.f.

              3.   Provided  that  an  undisclosed  liability  is not due to the
                   fraud or misrepresentation by Hisel, Preferred or PSS, in the
                   event  an  undisclosed   liability  described  above  exceeds
                   $15,000, but is less than $50,000, then Hisel,  Preferred and
                   PSS shall bear the costs of extinguishing such liability.  To
                   the extent such a liability exceeds $50,000, Hisel, Preferred
                   and PSS on one hand,  and  Netplex on the other  hand,  shall
                   share  equally in the costs of  extinguishing  the portion of
                   the liability which exceeds $50,000;  provided however,  that
                   Preferred's,  PSS's and Hisel's  liability  hereunder will be
                   limited  to any  amounts  paid under  that  certain  Earn Out
                   Agreement   dated   January  3,  1998  between   Netplex  and
                   Preferred.
                                       4

<PAGE>


         g.   No  Material  Adverse  Changes.  Hisel,  Preferred  and PSS hereby
              jointly and  severally  represent and warrant to Netplex as of the
              date  hereof and as of the  Closing  date that since  December  1,
              1997,  there has been no material  adverse change in the financial
              condition,   operating  results,  assets,   operations,   employee
              relations,  customer  relations or business prospects of Preferred
              with respect to the PSS Business.

         h.   PSS Stock  Ownership.  Hisel,  and  Preferred  hereby  jointly and
              severally  represent  and warrant to Netplex as of the date hereof
              and as of the Closing date that Preferred owns and represents 100%
              of the PSS Stock  which is  issued  and  outstanding,  and the PSS
              Stock is free and clear of all liens and encumbrances.  Other than
              as disclosed in Schedule 8.h attached hereto,  PSS has outstanding
              no stock or securities convertible or exchangeable for any portion
              of its stock or containing any profit participation  features, nor
              any outstanding  rights or options to subscribe for or purchase an
              equity  interest,  or any stock or securities  convertible into or
              exchangeable  for an equity  interest  or any  stock  appreciation
              rights  or  phantom  stock  plans.  PSS  is  not  subject  to  any
              obligation  (contingent  or  otherwise) to repurchase or otherwise
              acquire or retire any membership interest or any warrants, options
              or other  rights to acquire any  membership  interest.  All of the
              outstanding   PSS  Stock  is  validly   issued,   fully  paid  and
              nonassessable.

         i.   Absence  of  Certain  Developments.  Hisel  and  Preferred  hereby
              jointly and  severally  represent and warrant to Netplex as of the
              date hereof and as of the Closing date that, to their commercially
              reasonable  knowledge,  Preferred and PSS have not since  November
              30, 1997:

              1.   borrowed  any  amount or  incurred  or become  subject to any
                   material liabilities,  except current liabilities incurred in
                   the  ordinary  course  of  business  and  liabilities   under
                   contracts  entered into in the  ordinary  course of business,
                   and except for those  liabilities  disclosed  on Schedule 8.f
                   attached hereto;

              2.   discharged or satisfied any material lien or  encumbrance  or
                   paid any material  liability,  other than current liabilities
                   paid in the ordinary course of business;

              3.   mortgaged,  pledged or subjected  to any lien,  charge or any
                   other  encumbrance,  any portion of its assets,  except liens
                   for  current  property  taxes  not yet due and  payable,  and
                   except  for  those  liabilities  disclosed  on  Schedule  8.f
                   attached hereto;

              4.   sold,  assigned or transferred  any of its assets,  except in
                   the  ordinary  course of business,  or canceled  without fair
                   consideration  any material  debts or claims owing to or held
                   by it;

              5.   sold, assigned, transferred,  abandoned or permitted to lapse
                   any  patents,  trademarks,  trade  names,  copyrights,  trade
                   secrets or other intangible  assets, or disclosed (other than
                   as required to conduct its business) any material proprietary
                   confidential  information  to any person  including,  but not
                   limited to, any consultant or client databases;

              6.   materially  compromised,  settled or waived  any rights  with
                   respect to any accounts or notes;

              7.   suffered  any  extraordinary  losses or waived  any rights of
                   material  value,  whether  or not in the  ordinary  course of
                   business or consistent with past practice;

              8.   entered into any other material transaction other than in the
                   ordinary course of business.

         j.   Tax Matters.  Hisel and PSS hereby jointly and severally represent
              and warrant to Netplex as of the date hereof and as of the Closing
              Date that:
              
              1.   PSS  has  duly  filed  all  federal,   state  and  local  tax
                   information  and tax returns (the

                                       5

<PAGE>

                   "Returns")  required  to be filed by them (all  such  returns
                   being  accurate and complete in all  material  respects)  and
                   have duly paid or made provision for the payment of all taxes
                   and other  governmental  charges  which have been incurred or
                   are shown to be due on said Returns or are claimed in writing
                   to be due  from  PSS  or  imposed  on  PSS  or  its  payroll,
                   properties,  assets, income,  franchises,  licenses, sales or
                   use,  by  any  federal,   state,   local  or  foreign  taxing
                   authorities  (collectively,  the "Taxes ") on or prior to the
                   date  hereof  other than Taxes which are being  contested  in
                   good faith and by appropriate proceedings and as to which PSS
                   has set aside on its books adequate reserves, or which may be
                   attributable to the transactions contemplated hereby. PSS has
                   not made or entered  into,  and holds no asset  subject to, a
                   consent filed  pursuant to Section 341(f) of the Code and the
                   regulations  thereunder or a "safe harbor  lease"  subject to
                   former  Section  168(f)(8) of the Code, as amended before the
                   Tax Reform Act of 1986 and the regulations thereunder; PSS is
                   not   required  to  include  in  income  any  amount  for  an
                   adjustment  pursuant  to  Section  481  of  the  Code  or the
                   regulations  thereunder;  PSS is not a party to, or obligated
                   under, any agreement or other  arrangement  providing for the
                   payment  of any amount  that  would be an  "excess  parachute
                   payment"  under Section 280G of the Code;  PSS is not, and at
                   all times  during the last five years has not been,  a United
                   States real property holding  corporation  within the meaning
                   of Section  897 of the Code;  and no claim has ever been made
                   by a taxing  authority in a jurisdiction  where PSS files tax
                   returns  that it is or may be  subject to taxes  assessed  by
                   such  jurisdiction.  Neither  the  Internal  Revenue  Service
                   ("IRS") nor any state,  local or other taxing  authority  has
                   examined any federal, State, local or other tax return of PSS
                   nor is any such authority in the process of so doing,  except
                   as disclosed on the "Schedule 8.j - Tax Matters";

              2.   PSS has not been  required  to give any  currently  effective
                   waivers   extending  the   statutory   period  of  limitation
                   applicable  to any federal,  state or local return or for any
                   period; and

              3.   PSS has in effect no power of  attorney or  authorization  to
                   anyone to represent it with respect to any Taxes. PSS has not
                   filed any  consolidated  federal  income tax  return  with an
                   "affiliated group" (within the meaning of Section 1504 of the
                   Internal  Revenue  Code of 1986,  as amended  (the  "Code")),
                   where PSS was not the common parent of the group.  PSS is not
                   and has not been, a party to any tax allocation  agreement or
                   arrangement  pursuant  to  which  it has  any  contingent  or
                   outstanding  liability to anyone. PSS has not filed a consent
                   under Section 341(f) of the Code. PSS has provided to Netplex
                   or its  representatives  complete  and correct  copies of its
                   federal,  state and local  income tax  returns  filed for the
                   years 1995 and 1996, and there exists no proposed  assessment
                   against PSS or notice,  whether  formal or  informal,  of any
                   deficiency or claim for  additional Tax  (including,  without
                   limitation, interest, additions to tax or penalties);

              4.   All monies  required to be withheld from employees of PSS for
                   income  taxes,  social  security and  unemployment  insurance
                   taxes or collected from customers or others as sales,  use or
                   other taxes have been  withheld or collected  and paid,  when
                   due, to the appropriate  governmental  authority,  or if such
                   payment  is  not  yet  due,  an  adequate  reserve  has  been
                   established.

         k.   Contracts and Commitments. Hisel, Preferred and PSS hereby jointly
              and  severally  represent  and  warrant  to Netplex as of the date
              hereof  and as of the  Closing  date  that to  their  commercially
              reasonable  knowledge,  PSS is not a party to any of the following
              with respect to the business or property of PSS:

              1.   agreement or indenture  relating to the borrowing of money or
                   to mortgaging, pledging or otherwise placing a lien on any of
                   the PSS  Stock,  unless  the  same is  shown  on  either  the
                   Schedule 6 or Schedule 8.f attached hereto;

              2.   guarantee of any  obligation for borrowed money or otherwise,
                   other than  endorsements  made for collection in the ordinary
                   course of business;

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<PAGE>
              3.   agreement  or  commitment  with  respect  to the  lending  or
                   investing of funds to or in other persons or entities;

              4.   joint venture, revenues or fee sharing agreement;

              5.   lease or  agreement  under  which it is lessee of or holds or
                   operates any personal property owned by any other party other
                   than the those  certain  property  leases  identified  in the
                   Schedule  6,  unless  the  same is  shown  on  Schedule  6 or
                   Schedule 8.f attached hereto;

              6.   contract  or group of related  contracts  with the same party
                   for the purchase or sale of products or services  under which
                   the  undelivered  balance of such products and services has a
                   selling  price in excess of $1,000,  unless the same is shown
                   on Schedule 6 or Schedule 8.f attached hereto;

              7.   other  contract or group of related  contracts  with the same
                   party  continuing  over a period of more than six months from
                   the date or dates  thereof,  not terminable by it on 30 days'
                   or less  notice  without  penalties  or  involving  more than
                   $1,000,  unless the same is shown on  Schedule 6 or  Schedule
                   8.f attached hereto;

              8.   contract which  prohibits it from freely engaging in business
                   anywhere in the world, unless the same is shown on Schedule 6
                   or Schedule 8.f attached hereto;

              9.   other agreement material to it whether or not entered into in
                   the ordinary course of business,  unless the same is shown on
                   Schedule 6 or Schedule 8.f attached hereto;

         l.   To their commercially reasonable knowledge, except as specifically
              disclosed in Schedule 6, Hisel and  Preferred  hereby  jointly and
              severally  represent  and warrant to Netplex as of the date hereof
              and as of the Closing date that:

              1.   Preferred or PSS has in all material  respects  performed all
                   the obligations required to be performed by it to the date of
                   this  Agreement  under any contract,  and Preferred or PSS is
                   not in receipt of any claim of  default  under any  contract,
                   commitment or other agreement to any third party;

              2.   no event has  occurred  which with the passage of time or the
                   giving of notice  would  result in a breach or default  under
                   any  material   commitment,   or  other  agreement  to  which
                   Preferred or PSS is a party; and

              3.   Preferred  or  PSS  is a  party  to no  commitment  or  other
                   agreement  which is  materially  adverse  to its  operations,
                   financial operating results or business prospects; and

              4.   no customer or supplier has indicated in writing or orally to
                   Preferred  or PSS that it shall stop or decrease  the rate of
                   business  done with  Preferred  or PSS or that it  desires to
                   renegotiate   its  contract  or  current   arrangement   with
                   Preferred or PSS. The  contracts  set forth in Schedule 6 are
                   valid,  binding  and  enforceable  by PSS  and  Preferred  in
                   accordance with their  respective terms and are in full force
                   and effect.

              5.   To Preferred  and PSS's  commercially  reasonable  knowledge,
                   Netplex has been supplied with a true and correct copy of all
                   written  contracts  which  are  referred  to on the  Contract
                   Schedule,  together  with all  amendments,  waivers  or other
                   changes thereto.

         m.   Proprietary  Rights.  Hisel,  Preferred and PSS hereby jointly and
              severally  represent  and warrant to Netplex as of the date hereof
              and as of the Closing date that:

                                       7

<PAGE>

              1.   Set forth on the  "Schedule  8.m -  Proprietary  Rights" is a
                   complete and  accurate  list and summary  description  of all
                   patents,  patent  applications,  trademarks,  service  marks,
                   trade  names,   corporate  names  and  copyrights   owned  by
                   Preferred  or PSS or used by  Preferred or PSS in the conduct
                   of the  Business.  Preferred  or PSS owns and  possesses  all
                   right,  title and interest in and to the  proprietary  rights
                   necessary to conduct the Business, provided no representation
                   is made as to unregistered tradenames, trademarks, or product
                   names.  Preferred  or PSS has not  received  any  notices  of
                   infringement,  misappropriation,  invalidity or conflict from
                   any third  party  with  respect to such  proprietary  rights,
                   neither Preferred nor PSS has infringed,  misappropriated  or
                   otherwise conflicted with any proprietary rights of any third
                   parties  and,  to  the  best  of  both  Preferred  and  PSS's
                   knowledge,  Preferred  or PSS's  proprietary  rights have not
                   been  infringed by any third  parties,  and Preferred and PSS
                   have taken all steps  reasonably  necessary  to preserve  its
                   legal rights in all of its Proprietary Rights.

              2.   Except as set forth on Schedule  8.m,  Preferred and PSS have
                   not granted,  and to the best of their  knowledge,  there are
                   not outstanding,  any options,  licenses or agreements of any
                   kind relating to any Proprietary  Rights, nor is Preferred or
                   PSS bound by or a party to any option,  license or  agreement
                   of any kind with  respect to any of its  Proprietary  Rights.
                   Preferred  and PSS are not  obligated to pay any royalties or
                   other   payments  to  third   parties  with  respect  to  the
                   marketing, sale, distribution, manufacture, license or use of
                   any Proprietary Rights or any other property or rights.

              3.   Preferred  and  PSS  are  not  aware  that  any  employee  or
                   consultant  of  Preferred  or PSS  are  obligated  under  any
                   agreement  (including  licenses,  covenants or commitments of
                   any  nature) or subject to any  judgment,  decree or order of
                   any court or administrative  agency, or any other restriction
                   that would  interfere  with the use of his or best efforts to
                   carry  out  his or her  duties  for  PSS  or to  promote  the
                   interests of PSS or that would conflict with PSS's  Business.
                   The  carrying  on of  PSS's  Business  by the  employees  and
                   contractors  of PSS will not,  to the best of  Preferred  and
                   PSS's  knowledge,  conflict with or result in a breach of the
                   terms,  conditions or provisions  of, or constitute a default
                   under,  any contract,  covenant or instrument under which any
                   of such  employees or contractors or Preferred or PSS are now
                   obligated.  At no time during the  conception of or reduction
                   of  any  of  the  Proprietary  Rights  to  practice  was  any
                   developer,  inventor  or other  contributor  to such  patents
                   operating  under any grants from any  governmental  entity or
                   agency or private source,  performing  research  sponsored by
                   any  governmental  entity  or  agency  or  private  source or
                   subject to any employment  agreement or invention  assignment
                   or nondisclosure agreement or other obligation with any third
                   party that could adversely  affect  Preferred or PSS's rights
                   in the Proprietary Rights.

         n.   Litigation;  Proceedings.  Hisel, Preferred and PSS hereby jointly
              and  severally  represent  and  warrant  to Netplex as of the date
              hereof and as of the Closing  date that except as set forth on the
              "Litigation Schedule," there are no actions,  suits,  proceedings,
              orders  or  investigations   pending  or  threatened   against  or
              affecting  the PSS  Business at law or in equity,  or before or by
              any federal,  state,  municipal or other governmental  department,
              commission, board, bureau, agency or instrumentality,  domestic or
              foreign,  and  to  the  best  of  their  commercially   reasonable
              knowledge  there is no basis known to  Preferred or PSS for any of
              the  foregoing.  No  officer,  director,   employee  or  agent  of
              Preferred or PSS has been or is authorized to make or receive, and
              to the best of their commercially reasonable knowledge,  Preferred
              or PSS knows of no such  person  making or  receiving,  any bribe,
              kickback or other  illegal  payment at any time.  Within the three
              years preceding the date hereof,  Preferred or PSS has received no
              opinion or legal  advice in  writing  to the  effect  that the PSS
              Business is  materially  exposed  from a legal  standpoint  to any
              liability  or  disadvantage  which  may be  material  to  the  PSS
              Business as previously or presently conducted.

         o.   Brokerage.  Hisel,  Preferred and PSS hereby jointly and severally
              represent  and  warrant to Netplex as of the date hereof and as of
              the  Closing   date  that  there  are  no  claims  for   brokerage
              commissions,  finders fees or similar  compensation  in connection
              with the transactions  contemplated by this Agreement based on any
              arrangement or agreement made by or on behalf of Preferred or PSS.

                                       8
<PAGE>
         p.   Employees.  Hisel,  Preferred and PSS hereby jointly and severally
              represent  and  warrant to Netplex as of the date hereof and as of
              the  Closing   date  that  to  the  best  of  Preferred  or  PSS's
              commercially  reasonable  knowledge,  no key employee nor group of
              Preferred or PSS's  employees  has any present  plans to terminate
              employment   with   Preferred   or  PSS.  To  the  best  of  their
              commercially  reasonable knowledge,  Preferred or PSS has complied
              in all material  respects with all applicable laws relating to the
              employment  of labor,  including  provisions  thereof  relating to
              wages,  hours,  equal opportunity,  collective  bargaining and the
              payment of social  security and other taxes.  Preferred or PSS has
              no material labor relations problems,  and there has been no union
              organization efforts by the employees of Preferred or PSS.

         q.   Employee  Benefit Plans.  Hisel,  Preferred and PSS hereby jointly
              and  severally  represent  and  warrant  to Netplex as of the date
              hereof and as of the Closing date that:

              1.   The  "Employee  Benefits  Schedule"  is a  true  and  correct
                   schedule of any employee benefit plan, as amended, within the
                   meaning of Section  3(3) of the  Employee  Retirement  Income
                   Security Act of 1974, as amended  ("ERISA"),  which Preferred
                   or PSS maintains or has ever  maintained,  to which Preferred
                   or PSS  contributes or has ever  contributed,  or under which
                   any employee or former  employee,  officer or former officer,
                   director or former director of Preferred or PSS is covered or
                   has benefit rights,  and each other  arrangement,  program or
                   plan pursuant to which any benefit is or shall be provided to
                   an  employee,  former  employee or retired  employee  whether
                   formal or  informal,  including,  without  limitation,  those
                   providing any form of medical,  health and dental  insurance,
                   severance   pay   and   benefits   continuation,   relocation
                   assistance,  vacation pay, tuition aid and matching gifts for
                   charitable   contributions   to   educational   or   cultural
                   institutions   (collectively,   the   "Benefit   Plans"   or,
                   individually,  a "Benefit Plan."). Except as set forth on the
                   "Employee  Benefits  Schedule,"   Preferred  or  PSS  neither
                   maintains  nor has  entered  into any  Benefit  Plan or other
                   document,  plan or  agreement  which  contains  any change in
                   control   provisions   which   would  cause  an  increase  or
                   acceleration of benefits or benefit entitlements to employees
                   or former  employees of Preferred or PSS or their  respective
                   beneficiaries,   or  any  provisions  which  would  cause  an
                   increase in liability of Subsidiary or to Netplex as a result
                   of the  transactions  contemplated  by this  Agreement or any
                   related  action  thereafter.  Each of such  plans  that is an
                   employee  pension  benefit plan within the meaning of Section
                   3(2) of ERISA that is intended  to be a qualified  plan under
                   Section  401(a) of the Code has been amended to comply in all
                   material  respects with current law as required and each such
                   plan  either has  obtained a favorable  determination  letter
                   with  respect to such  amendment  or the  remedial  amendment
                   period for such  amendment  under Section  401(b) of the Code
                   has not expired.  Preferred and PSS have not  participated in
                   any  conduct  that  could  result  in  the  imposition   upon
                   Preferred, PSS or Netplex of a material civil liability under
                   section 502(i) of ERISA.  None of the employee  benefit plans
                   provide  for  retiree   medical  or  retiree  life  insurance
                   benefits for former employees of Preferred or PSS.

              2.   Except  as  set  forth  in  the  Schedule  8.q,  all  accrued
                   contributions  and other  payments to be made by Preferred or
                   PSS to any  Benefit  Plan  through  the  date  of the  latest
                   balance  sheet have been made or reserves  adequate  for such
                   purposes as of the date of the latest balance sheet have been
                   set aside therefor and reflected on the latest balance sheet.
                   Preferred or PSS is not in material default in performing any
                   of its contractual obligations under any of the Benefit Plans
                   or any related  trust  agreement or insurance  contract,  and
                   there are no material outstanding  liabilities of any Benefit
                   Plan  other  than  liabilities  for  benefits  to be  paid to
                   participants in such Benefit Plan.

              3.   There is no pending  litigation or  threatened  litigation or
                   pending claim (other than benefit claims made in the ordinary
                   course)  by or on behalf  of or  against  any of the  Benefit
                   Plans (or with  respect to the  administration  of any of the
                   Benefit  Plans) now or heretofore  maintained by Preferred or
                   PSS which allege  violations of  applicable  state or federal
                   law.

                                       9

<PAGE>

              4.   Each  Benefit  Plan is and  has  been  in  compliance  in all
                   material  respects  with,  and each such Plan is and has been
                   materially  operated in accordance with, the applicable laws;
                   rules and regulations governing such Plan, including, without
                   limitation,  the rules  and  regulations  promulgated  by the
                   Department of Labor, the Pension Benefit Guaranty Corporation
                   ("PBGC")  and the IRS  under  ERISA,  the  Code or any  other
                   applicable law.

              5.   Neither  Preferred or PSS nor any trade or business  (whether
                   or not  incorporated)  that is or has ever been under  common
                   control,  or that is or has  ever  been  treated  as a single
                   employer, the Preferred or PSS under Section 414(b), (c), (m)
                   or (o) of the Code  (each  an  "ERISA  Affiliate")  maintains
                   retiree  life or  retiree  health  insurance  plans  that are
                   "welfare  benefit  plans"  within the meaning of Section 3 of
                   ERISA and that  provide for  continuing  benefits or coverage
                   for any  participant or any  beneficiary  of any  participant
                   except  as may be  required  under the  Consolidated  Omnibus
                   Budget Reconciliation Act of 1985, as amended ("COBRA") or at
                   the sole  expense  of the  participant  or any  participant's
                   beneficiary.  Each of Preferred,  PSS and any ERISA affiliate
                   that  maintains a "group  health  plan" within the meaning of
                   Section  5000(b)(1)  of the Code has complied in all respects
                   with the notice and  continuation  requirements  of  Sections
                   4980B of the Code,  COBRA,  Part 6 of Subtitle I of ERISA and
                   the regulations thereunder.

              6.   Preferred   or  PSS  does  not   maintain  nor  has  it  ever
                   maintained,  does not contribute nor has it ever  contributed
                   to nor is it nor has it ever been obligated to contribute to,
                   any Benefit Plan  subject to Title IV of ERISA.  No condition
                   exists that  presents a material  risk to Preferred or PSS of
                   incurring a liability under Title IV of ERISA with respect to
                   Benefit  Plans,  other than liability for premiums due to the
                   PBGC.  The PBGC has not  instituted  proceedings to terminate
                   any of the ERISA Plans and no condition known to Preferred or
                   PSS or Preferred or PSS exists that  presents a material risk
                   that such proceedings shall be instituted.  All reporting and
                   disclosure  requirements  of  ERISA  and the Code  have  been
                   satisfied  in all material  respects  with respect to each of
                   the  Benefit  Plans.  Preferred  or PSS is  not  required  to
                   contribute   to  an   employee   benefit   plan   that  is  a
                   "multi-employer  plan"  within the meaning of Section 3(3) of
                   ERISA nor has been so  required  during the five year  period
                   ending on the Closing Date.

              7.   Preferred   or  PSS  does  not   maintain  nor  has  it  ever
                   maintained,   does  not   contribute   to  nor  has  it  ever
                   contributed  to nor is it nor has it ever been  obligated  to
                   contribute  to, any Benefit Plan subject to the  requirements
                   of Section 412 of the Code.  No  prohibited  transaction  has
                   occurred  with respect to any Benefit Plan that would result,
                   directly or  indirectly,  in the imposition of any excise tax
                   under Section 495 of the Code; nor has any  reportable  event
                   under  Section  4043 of ERISA  occurred  with  respect to any
                   Benefit Plan.

         r.   Compliance  with  Laws;  Permits;   Certain   Operations.   Hisel,
              Preferred  and PSS hereby  jointly  and  severally  represent  and
              warrant  to Netplex  as of the date  hereof and as of the  Closing
              date that Preferred or PSS and its officers, directors, agents and
              employees  have to the best of  Preferred  or  PSS's  commercially
              reasonable  knowledge  complied in all material  respects with all
              applicable  laws and  regulations of foreign,  federal,  state and
              local  governments and all agencies  thereof to which Preferred or
              PSS  may be  subject,  and  no  claims  have  been  filed  against
              Preferred  or  PSS  alleging  a  violation  of  any  such  law  or
              regulation,   except  as  set  forth  on  the  Schedule   8.r.  In
              particular,  but without limiting the generality of the foregoing,
              Preferred or PSS has not materially violated, or received a notice
              or charge  asserting any violation of, the Immigration  Reform and
              Control  Act of 1986,  the  Occupational  Safety and Health Act of
              1970, the Comprehensive Environmental Response,  Compensation, and
              Liability Act of 1980, the Resource  Conservation and Recovery Act
              of 1976,  the Toxic  Substances  Control  Act of 1976 or any other
              state or federal acts (including rules and regulations thereunder)
              regulating  or  otherwise  affecting  the  employment  of  aliens,
              employee health and safety or the environment.

         s.   Disclosure.  Hisel, Preferred and PSS hereby jointly and severally
              represent  and  warrant to Netplex as of the date hereof and as of
              the Closing date that the  schedules,  attachments  or exhibits to
              this

                                       10

<PAGE>

              Agreement do not contain any untrue  statement of a material  fact
              or omit a material fact necessary to make the statements contained
              herein or  therein,  in light of the  circumstances  in which they
              were  made,  not  misleading.  To the best of  their  commercially
              reasonable knowledge, there is no material fact which has not been
              disclosed in writing to Netplex of which any officer,  director or
              key  employee of  Preferred  or PSS is aware and which  materially
              adversely affects or could reasonably be anticipated to materially
              adversely affect the PSS's Business.

         t.   Notification.   Hisel,   Preferred  and  PSS  hereby  jointly  and
              severally  represent  and warrant to Netplex as of the date hereof
              and as of the  Closing  date  that  from  the date  hereof  to the
              Closing,  Hisel, Preferred or PSS shall promptly inform Netplex in
              writing of any material  variances  from the  representations  and
              warranties contained in this Section 8.

         u.   Closing  Date.  Hisel,   Preferred  and  PSS  hereby  jointly  and
              severally  represent  and warrant to Netplex as of the date hereof
              and as of the  Closing  date that all of the  representations  and
              warranties in this Agreement and all information  delivered in any
              schedule,  attachment  or  exhibit  hereto  or in any  certificate
              delivered to Netplex are true and correct in all material respects
              on the date of this  Agreement  and shall be  materially  true and
              correct in all respects on the Closing Date.

9.       Representations  and Warranties of Netplex.  Netplex hereby  represents
         and warrants to Preferred and Hisel as of the date hereof and as of the
         Closing Date that:

         a.   Corporate  Organization  and Power.  Netplex is a corporation duly
              organized and validly  existing under the laws of the State of New
              York with full  corporate  power and  authority to enter into this
              Agreement and the other agreements contemplated hereby and perform
              its obligations hereunder and thereunder.  Netplex is qualified to
              do business and is in good standing in the  jurisdictions in which
              the ownership of properties or the conduct of business requires it
              to be so qualified.  Netplex has all requisite power and authority
              and  all  material  licenses,  permits  and  other  authorizations
              necessary  to own and operate its  properties  and to carry on its
              businesses as now conducted.

         b.   Authorization.  The execution, delivery and performance by Netplex
              of this Agreement and the other agreements contemplated hereby and
              the  consummation  of the  transactions  contemplated  hereby  and
              thereby  have been duly and validly  authorized  by all  requisite
              corporate action,  and no other corporate  proceedings on the part
              of Netplex is necessary to authorize  the  execution,  delivery or
              performance of this Agreement or the other agreements contemplated
              hereby.  This  Agreement  and the  other  agreements  contemplated
              hereby each constitute a valid and binding  obligation of Netplex,
              enforceable  against Netplex in accordance  with their  respective
              terms.

         c.   No  Violation.   To  the  best  of  its  commercially   reasonable
              knowledge,  Netplex  is not  subject  to or  obligated  under  its
              certificate of  incorporation or by laws, any applicable law, rule
              or regulation of any governmental  authority,  or any agreement or
              instrument, or any license, franchise or permit, or subject to any
              order,  writ,  injunction  or decree  which  would be  breached or
              violated  by  its  execution,  delivery  or  performance  of  this
              Agreement or the other  agreements  contemplated  hereby.  Netplex
              shall comply with all  applicable  laws,  and with all  applicable
              rules  and   regulations  of  all   governmental   authorities  in
              connection  with its execution,  delivery and  performance of this
              Agreement  and the other  agreements  contemplated  hereby and the
              transactions contemplated hereby and thereby.

         d.   Governmental  Authorities and Consents. After the Closing, Netplex
              will  submit  any  notice,   report  or  other   filing  with  any
              governmental   authority  in  connection  with  the  execution  or
              delivery  by it of  this  Agreement  or  the  consummation  of the
              transactions   contemplated   hereby.  No  consent,   approval  or
              authorization of any  governmental or regulatory  authority or any
              other  party or person is  required  to be  obtained by Netplex in
              connection  with its execution,  delivery and  performance of this
              Agreement or the transactions contemplated hereby.

                                       11

<PAGE>
         e.   Brokerage. There are no claims for brokerage commissions, finders'
              fees or similar  compensation in connection with the  transactions
              contemplated  by  this  Agreement  based  on  any  arrangement  or
              agreement made by or on behalf of Netplex.

         f.   Notification.  From the date hereof to the Closing,  Netplex shall
              promptly inform PSS in writing of any material  variances from the
              representations  and  warranties  contained  in  this  Section  9.

         g.   Closing Date. All of the representations and warranties  contained
              in  this  Section  9 and  elsewhere  in  this  Agreement  and  all
              information  delivered  in any  schedule,  attachment  or  exhibit
              hereto or in any certificate delivered to PSS are true and correct
              in all material  respects on the date of this  Agreement and shall
              be true and correct in all material respects on the Closing Date.

         h.   Litigation;  Proceedings.  Except as set forth in Netplex's public
              filings  and as have been  disclosed  to  Preferred,  there are no
              actions, suits,  proceedings,  orders or investigations pending or
              threatened  against or affecting  Netplex at law or in equity,  or
              before or by any federal,  state,  municipal or other governmental
              department,  commission, board, bureau, agency or instrumentality,
              domestic or foreign, which would restrict Netplex's performance of
              this   Agreement  and  to  the  best  of  Netplex's   commercially
              reasonable  knowledge,  there is no basis known to Netplex for any
              of the  foregoing.  No  officer,  director,  employee  or agent of
              Netplex has been or is authorized  to make or receive,  and to the
              best of Netplex's commercially reasonable knowledge, Netplex knows
              of no such  person  making or  receiving,  any bribe,  kickback or
              other  illegal  payment  at  any  time.  Within  the  three  years
              preceding  the date  hereof,  Netplex  has  received no opinion or
              legal advice in writing to the effect that  Netplex is  materially
              exposed from a legal  standpoint to any liability or  disadvantage
              which may be material to its business as  previously  or presently
              conducted.

         i.   Compliance with Laws; Permits; Certain Operations. Netplex and its
              officers,  directors,  agents  and  employees  have to the best of
              Netplex's  commercially   reasonable  knowledge  complied  in  all
              material  respects with all  applicable  laws and  regulations  of
              foreign,  federal,  state and local  governments  and all agencies
              thereof to which  Netplex may be subject,  and no claims have been
              filed  against  Netplex  alleging a  violation  of any such law or
              regulation,   except  as  set  forth  on  the   "Schedule   9.i  -
              Compliance." In particular, but without limiting the generality of
              the  foregoing,   to  the  best  of  its  commercially  reasonable
              knowledge,  Netplex  has not  materially  violated,  or received a
              notice or charge  asserting  any  violation  of,  the  Immigration
              Reform and Control Act of 1986, the Occupational Safety and Health
              Act   of   1970,   the   Comprehensive   Environmental   Response,
              Compensation, and Liability Act of 1980, the Resource Conservation
              and Recovery Act of 1976, the Toxic Substances Control Act of 1976
              or  any  other  state  or  federal  acts   (including   rules  and
              regulations  thereunder)  regulating  or otherwise  affecting  the
              employment   of  aliens,   employee   health  and  safety  or  the
              environment.

         j.   SEC Reports.  Since January 1, 1996,  Netplex has filed all forms,
              financial   statements,   documents  and  reports  with  the  U.S.
              Securities and Exchange  Commission  (the "SEC") required to filed
              by it  pursuant to Federal  securities  laws and the SEC rules and
              regulations  thereunder (the "SEC Reports").  The SEC Reports were
              prepared  in  all  material   respects  in  accordance   with  the
              requirements of applicable  law,  including the Securities Act and
              the Exchange Act and the rules and regulations  thereunder and did
              not at the time they were filed contain any untrue  statement of a
              material fact or omit to state a material fact  necessary in order
              to make the  statements  therein,  in  light of the  circumstances
              under  which  they were  made,  not  misleading.  Netplex  further
              represents that the capital  structure and  outstanding  shares of
              Netplex as set forth in the SEC  Reports  are  accurate  as of the
              dates of the SEC Reports.  Netplex further  represents that it has
              disclosed to Preferred the changes, if any, which have occurred in
              the capital structure and outstanding  shares of Netplex since the
              date of its most recent SEC Report.

                                       12

<PAGE>

10.      Conditions to Closing.

         a.   Netplex's  obligation to complete the Closing shall be subject to,
              among other things, the following conditions having been fulfilled
              to the satisfaction of Netplex prior to the Closing Date:

              1.   there shall have been no material  adverse  change in the PSS
                   Business from the Contract Date to the Closing Date;

              2.   receipt of a certificate signed by Hisel, individually and as
                   an   officer   of   Preferred,   to  the   effect   that  the
                   representations  and  warranties  contained in this Agreement
                   are  true,  complete  and  correct  as  though  they had been
                   repeated at and as of the Closing and that nothing shall have
                   come to his attention that would make any  representation  or
                   warranty materially incorrect or incomplete.

         b.   Preferred  and PSS's  obligation  to complete the Closing shall be
              subject to, among other things,  the following  conditions  having
              been fulfilled to the  satisfaction  of Preferred and PSS prior to
              the Closing Date:

              1.   there  shall  have  been no  material  adverse  change in the
                   business or affairs of Netplex from the Contract  Date to the
                   Closing Date;

              2.   receipt of a certificate signed by Netplex to the effect that
                   the   representations   and  warranties   contained  in  this
                   Agreement  are true,  complete and correct as though they had
                   been repeated at and as of the Closing and that nothing shall
                   have   come  to  their   attention   that   would   make  any
                   representation   or   warranty   materially    incorrect   or
                   incomplete.

         c.   The parties'  obligation  to complete the Closing shall be subject
              to,  among other  things,  the  following  conditions  having been
              fulfilled to the satisfaction of the parties prior to the Closing:

              1.   approval of this  Agreement,  and all  agreements and actions
                   contemplated   thereby,   including  without  limitation  the
                   employment agreements and the Acquisition  Transaction by the
                   boards of directors of Preferred, PSS and Netplex; and

              2.   all  necessary  regulatory  consents  and  approvals  to  the
                   Closing, if any, shall have been obtained.

11.      Indemnification of Netplex. From and after the Closing,  Preferred, PSS
         and/or Hisel, with respect to the particular representation or warranty
         made  by it or him,  agree  to  indemnify  in full  Netplex  and  their
         officers, directors,  employees, agents and stockholders (collectively,
         "Netplex Indemnified Parties") and hold them harmless against any loss,
         deficiency,   damage,  expense  or  cost,  including  reasonable  legal
         expenses, (collectively, "Losses") which any of the Netplex Indemnified
         Parties may suffer, sustain or become subject to, as a result of:

         a.   any material  misrepresentation  in any of the  representations or
              breach  of any of the  warranties  of  Preferred,  PSS  and  Hisel
              contained  in  Section  8 of  this  Agreement  or in  any  of  the
              schedules or certificates  delivered by Preferred,  PSS, and Hisel
              pursuant to this Agreement;

         b.   any material  breach of, or failure to perform,  any  agreement or
              covenant of Preferred, PSS or Hisel contained in this Agreement;

         c.   any  liabilities,  absolute  or  contingent,  known or  unknown to
              employees


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<PAGE>

              or former  employees under any employee  benefit plan of Preferred
              or PSS,  other than for vacation,  sick and personal leave accrued
              to the  current  employees  of  Preferred  or PSS, if the same are
              unfunded; and

         d.   any  liabilities,   absolute  or  contingent,  known  or  unknown,
              relating  to any  litigation  now  pending or  threatened  against
              Preferred or PSS.

         The total amount that the Netplex  Indemnified  Parties may be entitled
         to receive  under this  Section 11 shall not exceed the amounts paid as
         consideration  hereunder or paid under the Earn Out  Agreement  between
         Preferred  and  Netplex.   Any  claim  for  indemnity  by  the  Netplex
         Indemnified  Parties shall be barred unless bona fide notice thereof is
         given to the  parties to be charged  within  fifteen  months  after the
         Closing  Date. In addition,  Netplex  agrees that it will first proceed
         against any consideration paid or payable under the Earn Out Agreement,
         and to the extent such  consideration is insufficient,  it will proceed
         against the cash consideration paid hereunder. Netplex also agrees that
         its ability to proceed against such cash consideration shall be limited
         by the following schedule: (i) if Netplex notifies Preferred of a claim
         within six months of the Closing  Date,  then  Netplex  will be able to
         proceed  against  all of  such  cash  consideration;  (ii)  if  Netplex
         notifies  Preferred of a claim within six to nine months of the Closing
         Date,  then  Netplex  will be able to proceed  only against 75% of such
         cash  consideration;  (iii) if Netplex  notifies  Preferred  of a claim
         within nine to twelve months of the Closing Date,  then Netplex will be
         able to proceed only against 50% of such cash  consideration;  and (iv)
         if  Netplex  notifies  Preferred  of a claim  within  twelve to fifteen
         months  after the Closing  Date,  then  Netplex will be able to proceed
         only against 25% of such cash consideration.

12.      Indemnification  of  Preferred  and Hisel.  From and after the Closing,
         Netplex  agrees to  indemnify  in full  Hisel and  Preferred  and their
         officers,  directors,  employees,  agents  and  members  (collectively,
         "Preferred  Indemnified  Parties") and hold them  harmless  against any
         loss,  deficiency,  damage, expense or cost (including reasonable legal
         expenses)   (collectively,   "Losses")   which  any  of  the  Preferred
         Indemnified  Parties  may  suffer,  sustain or become  subject to, as a
         result of:

         a.   any material  misrepresentation  in any of the  representations or
              breach of any of the warranties of Netplex contained in Article 10
              of this  Agreement  or in the  certificate  delivered  by  Netplex
              pursuant to this Agreement;

         b.   any material  breach of, or failure to perform,  any  agreement or
              covenant of Netplex contained in this Agreement; and

         c.   any liability of PSS of any nature  arising out of any  occurrence
              after the Closing.

The total  amount  that the  Preferred  Indemnified  Parties  may be entitled to
receive under this Section 12 shall not exceed $750,000. Any claim for indemnity
by the  Preferred  Indemnified  Parties  shall be barred unless bona fide notice
thereof is given to the parties to be charged  within  fifteen  months after the
Closing Date.

13.      Exhibits and  Schedules.  The Exhibits and Schedules to this  Agreement
         are a material part of this Agreement.

14.      Delivery of Schedules.  The parties hereto  acknowledge  that as of the
         date of execution of this Agreement,  Preferred,  PSS or Hisel have not
         delivered to Netplex all of the schedules  called for in this Agreement
         (the  "Schedules").  Within five (5) days after the  execution  of this
         Agreement  (the  "Delivery  Period"),  Preferred,  PSS or  Hisel  shall
         deliver the Schedules to Netplex,  and Netplex shall have five (5) days
         thereafter  (the  "Review  Period")  to review the  Schedules.  If: (a)
         during the Review Period, Netplex shall notify Preferred, PSS and Hisel
         that the Schedules are not acceptable  (in Netplex's sole  discretion),
         or (b) Preferred, PSS and Hisel shall fail to meet the Delivery Period,
         then this Agreement shall  immediately  terminate  without liability to
         any party thereto.

15.      Expenses.  Each of Preferred,  PSS,  Robert J. Hisel,  Jr., and Netplex
         shall be liable and responsible for the respective expenses incurred by
         each  in  connection  with  the   transactions   contemplated  by  this

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<PAGE>
         Agreement,   including   the  cost  of   evaluations,   investigations,
         appraisals,   bank  fees,  closing  costs  and  professional  fees  and
         expenses, including fees of counsel and accountants.

16.      Governing  Law. This agreement and the  respective  rights,  duties and
         obligations of the parties hereunder shall be governed and construed in
         accordance with the laws of the Commonwealth of Virginia without giving
         effect to principles of conflicts of law thereunder.

17.      Counterparts;  Facsimile Signatures.  This Agreement may be executed by
         the parties hereto in counterparts, each of which shall be deemed to be
         original,  but all such counterparts  shall constitute one and the same
         instrument,  and all signatures need not appear on any one counterpart.
         Any facsimile signatures received by a party to this Agreement shall be
         accepted as the original signatures of the party executing the document
         received by facsimile.

18.      Further  Documentation.   The  parties  agree  to  execute  such  other
         documents as may be reasonably necessary to consummate the transactions
         contemplated by this Agreement.

19.      Disclosures.   Any  information  disclosed  on  any  schedule  to  this
         Agreement shall be deemed a disclosure in all other schedules.

20.      Notices.  All  notices,  requests,  demands  and  other  communications
         hereunder  must be in  writing  and  shall be  deemed to have been duly
         given upon receipt if delivered by hand, sent by telecopier or courier,
         or three  (3) days  after  such  communication  is  mailed  within  the
         continental United States by first class certified mail, return receipt
         requested,  postage prepaid, to the other party, in each case addressed
         as follows:

         a.   if to PSS or Netplex, to President,  The Netplex Group, Inc., 8260
              Greensboro Drive, Fifth Floor, McLean,  Virginia 22102,  facsimile
              number (703) 356-5105;

         b.   if to Preferred, to President,  Preferred Systems Solutions, Inc.,
              11180 Sunrise Valley Drive, Reston, Virginia 20191, with a copy to
              Max E. Miller,  Esq., Reed Smith Shaw & McClay LLP, 1301 K Street,
              NW, Washington, DC 20005, facsimile number (202) 214-4299; and

         c.   if to Robert J. Hisel, Jr.; at 11309 Winterpointe Circle,  Reston,
              Virginia  20194,  with a copy to Max E. Miller,  Esq.,  Reed Smith
              Shaw & McClay  LLP,  1301 K  Street,  NW,  Washington,  DC  20005,
              facsimile number (202) 214-4299.

         d.   Addresses may be changed by written notice sent to the other party
              at the last recorded address of that party.

21.      No Waiver. The failure by either party to this Agreement at any time to
         require   performance  or  compliance  by  the  other  of  any  of  its
         obligations or agreements shall in no way waive or otherwise affect the
         right to require such performance or compliance at any time thereafter.


                             SIGNATURE PAGE FOLLOWS

                                       15

<PAGE>

                  WHEREFORE,  the parties hereto have executed this Agreement on
January 20, 1998.


The Netplex Group, Inc.                      Preferred Systems Solutions, Inc.


/S/ Gene F. Dano                             /s/ Robert J. Hisel, Jr.
-------------------------                    ----------------------------------
Gene F. Zaino                                Robert J. Hisel, Jr.
President                                    President


The PSS Group, Inc.


/s/ Robert J. Hisel, Jr.                     /s/ Robert J. Hisel, Jr.
--------------------------                   --------------------------
Robert J. Hisel, Jr.                         Robert J. Hisel, Jr., Individually
Managing Director


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