VOID AFTER 5:00 P.M., NEW YORK CITY
TIME, ON APRIL __, 2003
(UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF)


THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR THE  SECURITIES  LAWS  OF  ANY  STATE  OF  THE  UNITED  STATES  OR ANY  OTHER
JURISDICTION.  THE SECURITIES  REPRESENTED  HEREBY MAY NOT BE OFFERED OR SOLD IN
THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  FOR THE  SECURITIES  UNDER
APPLICABLE  SECURITIES LAWS UNLESS OFFERED,  SOLD OR TRANSFERRED  PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

                                          Right to Purchase __________ Shares of
                                         Common Stock, par value $.001 per share

Date: April __, 1998

                             THE NETPLEX GROUP, INC.
                        INCENTIVE STOCK PURCHASE WARRANT

         THIS CERTIFIES THAT, for value received, _________________________,  or
its registered  assigns, is entitled to purchase from THE NETPLEX GROUP, INC., a
corporation  organized under the laws of the State of New York (the  "Company"),
at any time or from  time to time  during  the  period  specified  in  Section 2
hereof, _______________________ (__________) fully paid and nonassessable shares
of the Company's  common stock,  par value $.001 per share (the "Common Stock"),
at an  exercise  price per share (the  "Exercise  Price")  equal to $_____.  The
number of shares of Common Stock  purchasable  hereunder (the "Warrant  Shares")
and the  Exercise  Price are  subject to  adjustment  as  provided  in Section 4
hereof. The term "Incentive  Warrants" means this Warrant and the other warrants
of the Company issued pursuant to, and identified as Incentive Warrants in, that
certain Securities Purchase Agreement,  dated as of March 31, 1998, by and among
the  Company  and  the  other  signatories  thereto  (the  "Securities  Purchase
Agreement").


<PAGE>
         This  Warrant  is  subject  to  the  following  terms,  provisions  and
conditions:

         1. Manner of Exercise;  Issuance of  Certificates;  Payment for Shares.
Subject to the provisions hereof, including, without limitation, the limitations
contained  in Section 7 hereof,  this  Warrant  may be  exercised  by the holder
hereof,  in whole or in part, by the surrender of this Warrant,  together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company  as it may  designate  by notice  to the  holder  hereof),  and upon (i)
payment to the Company in cash,  by certified or official  bank check or by wire
transfer for the account of the Company,  of the Exercise  Price for the Warrant
Shares specified in the Exercise Agreement or (ii) if the holder is effectuating
a Cashless  Exercise (as defined in Section  11(c)  hereof)  pursuant to Section
11(c)  hereof,  delivery  to the  Company of a written  notice of an election to
effect a Cashless  Exercise  for the Warrant  Shares  specified  in the Exercise
Agreement.  The Warrant Shares so purchased  shall be deemed to be issued to the
holder hereof or such holder's designee,  as the record owner of such shares, as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered,  the completed  Exercise  Agreement shall have been delivered,  and
payment shall have been made for such shares as set forth above or, if such date
is not a business date, on the next succeeding  business date.  Certificates for
the Warrant  Shares so purchased,  representing  the aggregate  number of shares
specified in the  Exercise  Agreement,  shall be delivered to the holder  hereof
within a reasonable  time,  not exceeding  three (3) business  days,  after this
Warrant shall have been so exercised (the "Delivery  Period").  The certificates
so delivered  shall be in such  denominations  as may be requested by the holder
hereof and shall be  registered in the name of such holder or such other name as
shall be  designated by such holder.  If this Warrant shall have been  exercised
only in part, then,  unless this Warrant has expired,  the Company shall, at its
expense,  at the time of delivery of such certificates,  deliver to the holder a
new Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised.

         If, at any time, a holder of this  Warrant  submits  this  Warrant,  an
Exercise  Agreement and payment to the Company of the Exercise Price for each of
the Warrant Shares specified in the Exercise Agreement  (including pursuant to a
Cashless Exercise), and the Company fails for any reason to deliver, on or prior
to the fourth  business day following the expiration of the Delivery  Period for
such  exercise,  the  number of shares  of Common  Stock to which the  holder is
entitled upon such exercise (an "Exercise Default"),  then the Company shall pay
to the holder payments  ("Exercise Default Payments") for an Exercise Default in
the  amount of (a)  (N/365),  multiplied  by (b) the  amount by which the Market
Price (as defined in Section  4(l)  hereof) on the date the  Exercise  Agreement
giving rise to the  Exercise  Default is  transmitted  in  accordance  with this
Section 1 (the "Exercise  Default Date") exceeds the Exercise Price,  multiplied
by (c) the number of shares of Common Stock the Company  failed to so deliver in
such Exercise Default,  multiplied by (d) .24, where N = the number of days from
the Exercise Default Date to the date that the Company effects the full exercise
of this Warrant which gave rise to the Exercise  Default.  The accrued  Exercise
Default  Payment  for  each  calendar  month  shall  be paid in cash or shall be
convertible into Common Stock, at the holder's option, as follows:

                                       -2-

<PAGE>
                  (a) In the event  holder  elects to take such payment in cash,
cash  payment  shall be made to  holder  by the  fifth  (5th)  day of the  month
following the month in which it has accrued; and

                  (b) In the event holder  elects to take such payment in Common
Stock, the holder may convert such payment amount into Common Stock at the lower
of the Exercise  Price or the Market  Price (as defined in Section  4(l)) (as in
effect at the time of  conversion)  at any time after the fifth (5th) day of the
month following the month in which it has accrued.

                      Nothing  herein shall limit the  holder's  right to pursue
actual  damages for the  Company's  failure to maintain a  sufficient  number of
authorized  shares of Common Stock as required  pursuant to the terms of Section
3(b) hereof or to otherwise  issue shares of Common Stock upon  exercise of this
Warrant in accordance with the terms hereof, and the holder shall have the right
to pursue all  remedies  available  at law or in equity  (including  a decree of
specific performance and/or injunctive relief).

         2.       Period of Exercise.

                  (a) This Warrant is  immediately  exercisable,  at any time or
from time to time on or after the date of initial  issuance of this Warrant (the
"Issue  Date") and  before  5:00 p.m.,  New York City time,  on the fifth  (5th)
anniversary of the Issue Date (the "Exercise Period"). The Exercise Period shall
automatically  be extended by one (1) day for each day on which the Company does
not have a number of shares of Common Stock  reserved for issuance upon exercise
hereof at least  equal to the  number of shares of Common  Stock  issuable  upon
exercise hereof.

         3. Certain Agreements of the Company.  The Company hereby covenants and
agrees as follows:

                  (a) Shares to be Fully Paid.  All Warrant  Shares  will,  upon
issuance in accordance with the terms of this Warrant, be validly issued,  fully
paid, and nonassessable and free from all taxes, liens, claims and encumbrances.

                  (b)  Reservation of Shares.  During the Exercise  Period,  the
Company  shall at all times have  authorized,  and  reserved  for the purpose of
issuance upon exercise of this Warrant, a suf ficient number of shares of Common
Stock to provide for the exercise in full of this Warrant (without giving effect
to the limitations on exercise set forth in Section 7(g) hereof).

                  (c) Listing.  The Company shall promptly secure the listing of
the shares of Common  Stock  issuable  upon  exercise of this  Warrant upon each
national  securities  exchange or automated quotation system, if any, upon which
shares of Common  Stock are then  listed or become  listed  (subject to official
notice of issuance upon exercise of this Warrant) and shall maintain, so long as
any other shares of Common Stock shall be so listed,  such listing of all shares
of Common Stock from time to time  issuable  upon the exercise of this  Warrant;
and the Company shall so list on each

                                       -3-

<PAGE>
national  securities exchange or automated quotation system, as the case may be,
and shall  maintain  such listing of, any other  shares of capital  stock of the
Company  issuable upon the exercise of this Warrant if and so long as any shares
of the same  class  shall be  listed on such  national  securities  exchange  or
automated quotation system.

                  (d)  Certain  Actions  Prohibited.  The  Company  will not, by
amendment  of its  charter or through  any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder,  but will at all times in
good faith assist in the carrying out of all the  provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the holder of
this  Warrant in order to protect  the  economic  benefit  inuring to the holder
hereof and the exercise privilege of the holder of this Warrant against dilution
or other  impairment,  consistent  with the tenor and  purpose of this  Warrant.
Without  limiting  the  generality  of the  foregoing,  the Company (i) will not
increase  the par  value of any  shares  of  Common  Stock  receivable  upon the
exercise of this Warrant above the Exercise Price then in effect,  and (ii) will
take all such  actions  as may be  necessary  or  appropriate  in order that the
Company may validly and  legally  issue fully paid and  nonassessable  shares of
Common Stock upon the exercise of this Warrant.

                  (e) Successors and Assigns.  This Warrant will be binding upon
any entity succeeding to the Company by merger, consolidation, or acquisition of
all or substantially all of the Company's assets.

                  (f) Blue Sky Laws. The Company shall, on or before the date of
issuance  of  any  Warrant  Shares,  take  such  actions  as the  Company  shall
reasonably  determine are necessary to qualify the Warrant Shares for, or obtain
exemption  for the Warrant  Shares for,  sale to the holder of this Warrant upon
the exercise hereof under applicable securities or "blue sky" laws of the states
of the United States,  and shall provide evidence of any such action so taken to
the holder of this  Warrant  prior to such  date;  provided,  however,  that the
Company  shall not be  required  to qualify as a foreign  corporation  or file a
general consent to service of process in any such jurisdiction.

         4. Antidilution  Provisions.  During the Exercise Period,  the Exercise
Price and the number of Warrant  Shares  issuable  hereunder  and for which this
Warrant is then  exercisable  pursuant  to Section 2 hereof  shall be subject to
adjustment from time to time as provided in this Section 4.

         In the event that any  adjustment  of the  Exercise  Price as  required
herein results in a fraction of a cent,  such Exercise Price shall be rounded up
or down to the nearest cent.

                  (a) Adjustment of Exercise Price. Except as otherwise provided
in Sections 4(c) and 4(e) hereof, if and whenever during the Exercise Period the
Company issues or sells,  or in accordance with Section 4(b) hereof is deemed to
have issued or sold,  any shares of Common Stock for no  consideration  or for a
consideration per share less than the Market Price (as hereinafter

                                       -4-

<PAGE>
defined)  on the  date of  issuance  (a  "Dilutive  Issuance"),  then  effective
immediately upon the Dilutive  Issuance,  the Exercise Price will be adjusted in
accordance with the following formula:

                  E'  =  E    x         O + P/M
                                        --------
                                         CSDO

                  where:

                  E'       =        the adjusted Exercise Price;
                  E        =        the then current Exercise Price;
                  M        =        the then current Market Price (as defined in
                                    Section 4(1)(ii));
                  O        =        the   number  of  shares  of  Common   Stock
                                    outstanding   immediately   prior   to   the
                                    Dilutive Issuance;
                  P        =        the aggregate consideration, calculated as
                                    set forth in Section 4(b)  hereof,  received
                                    by the Company upon such Dilutive  Issuance;
                                    and
                  CSDO     =        the total number of shares of Common Stock
                                    Deemed  Outstanding  (as  defined in Section
                                    4(l)(i))   immediately  after  the  Dilutive
                                    Issuance.

                  (b) Effect on Exercise Price of Certain  Events.  For purposes
of  determining  the adjusted  Exercise  Price under  Section  4(a) hereof,  the
following will be applicable:

                      (i)  Issuance of Rights or Options.  If the Company in any
manner  issues  or  grants  any  warrants,  rights or  options,  whether  or not
immediately  exercisable,  to subscribe for or to purchase Common Stock or other
securities  exercisable,  convertible  into or  exchangeable  for  Common  Stock
("Convertible Securities") (such warrants, rights and options to purchase Common
Stock or Convertible  Securities are  hereinafter  referred to as "Options") and
the price per share for which Common Stock is issuable upon the exercise of such
Options is less than the Market  Price in effect on the date of issuance of such
Options  ("Below  Market  Options"),  then the maximum total number of shares of
Common  Stock  issuable  upon the  exercise  of all such  Below  Market  Options
(assuming full exercise,  conversion or exchange of Convertible  Securities,  if
applicable)  will,  as of the date of the issuance or grant of such Below Market
Options,  be deemed to be  outstanding  and to have been  issued and sold by the
Company for such price per share.  For purposes of the preceding  sentence,  the
"price per share for which  Common  Stock is issuable  upon the exercise of such
Below Market  Options" is determined  by dividing (i) the total amount,  if any,
received or  receivable  by the  Company as  consideration  for the  issuance or
granting of all such Below Market Options,  plus the minimum aggregate amount of
additional  consideration,  if any,  payable to the Company upon the exercise of
all such Below  Market  Options,  plus,  in the case of  Convertible  Securities
issuable upon the exercise of such Below Market Options,  the minimum  aggregate
amount of  additional  consideration  payable upon the  exercise,  conversion or
exchange  thereof  at  the  time  such   Convertible   Securities  first  become
exercisable,  convertible or  exchangeable,  by (ii) the maximum total number of
shares of Common  Stock  issuable  upon the  exercise  of all such Below  Market
Options (assuming full conversion of Convertible Securities, if applicable).  No
further  adjustment to the Exercise Price will be made upon the actual  issuance
of such Common Stock upon

                                       -5-

<PAGE>
the exercise of such Below Market  Options or upon the  exercise,  conversion or
exchange of Convertible  Securities  issuable upon exercise of such Below Market
Options.

                      (ii) Issuance of Convertible Securities.

                           (A) If the Company in any manner  issues or sells any
Convertible Securities, whether or not immediately convertible (other than where
the same are issuable  upon the exercise of Options) and the price per share for
which Common Stock is issuable  upon such  exercise,  conversion or exchange (as
determined  pursuant  to Section  4(b)(ii)(B)  if  applicable)  is less than the
Market Price in effect on the date of issuance of such  Convertible  Securities,
then the  maximum  total  number of shares of  Common  Stock  issuable  upon the
exercise,  conversion or exchange of all such Convertible Securities will, as of
the  date of the  issuance  of such  Convertible  Securities,  be  deemed  to be
outstanding  and to have been  issued and sold by the Company for such price per
share.  For the  purposes of the  preceding  sentence,  the "price per share for
which Common Stock is issuable  upon such  exercise,  conversion or exchange" is
determined by dividing (i) the total amount,  if any,  received or receivable by
the Company as  consideration  for the issuance or sale of all such  Convertible
Securities,  plus the minimum aggregate amount of additional  consideration,  if
any, payable to the Company upon the exercise, conversion or exchange thereof at
the time such Convertible  Securities first become  exercisable,  convertible or
exchangeable,  by (ii) the  maximum  total  number of  shares  of  Common  Stock
issuable  upon the  exercise,  conversion  or exchange  of all such  Convertible
Securities.  No further  adjustment to the Exercise  Price will be made upon the
actual  issuance of such Common Stock upon  exercise,  conversion or exchange of
such Convertible Securities.

                           (B) If the Company in any manner  issues or sells any
Convertible  Securities  with a  fluctuating  conversion  or  exercise  price or
exchange ratio (a "Variable  Rate  Convertible  Security"),  then the "price per
share for which  Common  Stock is issuable  upon such  exercise,  conversion  or
exchange" for purposes of the calculation  contemplated  by Section  4(b)(ii)(A)
shall be deemed to be the  lowest  price per  share  which  would be  applicable
(assuming all holding period and other conditions to any discounts  contained in
such  Convertible  Security have been satisfied) if the Market Price on the date
of issuance of such  Convertible  Security  was 75% of the Market  Price on such
date (the "Assumed Variable Market Price").  Further, if the Market Price at any
time or times  thereafter is less than or equal to the Assumed  Variable  Market
Price last used for making any  adjustment  under this Section 4 with respect to
any Variable Rate  Convertible  Security,  the Exercise  Price in effect at such
time shall be readjusted  to equal the Exercise  Price which would have resulted
if the Assumed  Variable  Market  Price at the time of issuance of the  Variable
Rate Convertible  Security had been 75% of the Market Price existing at the time
of the adjustment required by this sentence.

                      (iii) Change in Option Price or Conversion  Rate. If there
is a change at any time in (i) the amount of additional consideration payable to
the Company  upon the  exercise of any  Options;  (ii) the amount of  additional
consideration,  if any, payable to the Company upon the exercise,  conversion or
exchange of any Convertible Securities; or (iii) the rate at which any

                                       -6-

<PAGE>
Convertible Securities are convertible into or exchangeable for Common Stock (in
each such case, other than under or by reason of provisions  designed to protect
against dilution),  the Exercise Price in effect at the time of such change will
be readjusted to the Exercise Price which would have been in effect at such time
had such Options or Convertible  Securities still outstanding  provided for such
changed additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold.

                      (iv)   Treatment  of  Expired   Options  and   Unexercised
Convertible  Securities.  If, in any case,  the total number of shares of Common
Stock  issuable  upon  exercise of any Option or upon  exercise,  conversion  or
exchange of any Convertible Securities is not, in fact, issued and the rights to
exercise  such  Option or to  exercise,  convert or  exchange  such  Convertible
Securities  shall have expired or terminated,  the Exercise Price then in effect
will be readjusted to the Exercise  Price which would have been in effect at the
time  of  such   expiration  or  termination  had  such  Option  or  Convertible
Securities,  to the extent  outstanding  immediately prior to such expiration or
termination  (other  than in respect  of the  actual  number of shares of Common
Stock issued upon exercise or conversion thereof), never been issued.

                      (v) Calculation of Consideration  Received.  If any Common
Stock, Options or Convertible  Securities are issued,  granted or sold for cash,
the  consideration  received  therefor  for purposes of this Warrant will be the
amount  received  by  the  Company  therefor,  before  deduction  of  reasonable
commissions,  underwriting  discounts or allowances or other reasonable expenses
paid or incurred by the Company in connection with such issuance, grant or sale.
In case any Common Stock,  Options or Convertible  Securities are issued or sold
for a consideration part or all of which shall be other than cash, the amount of
the  consideration  other than cash  received  by the  Company  will be the fair
market value of such consideration,  except where such consideration consists of
securities,  in which case the amount of  consideration  received by the Company
will be the Market Price  thereof as of the date of receipt.  In case any Common
Stock,  Options or  Convertible  Securities  are issued in  connection  with any
merger or consolidation in which the Company is the surviving  corporation,  the
amount of  consideration  therefor will be deemed to be the fair market value of
such portion of the net assets and business of the non-surviving  corporation as
is attributable to such Common Stock, Options or Convertible Securities,  as the
case may be.  The fair  market  value of any  consideration  other  than cash or
securities  will be determined  in good faith by an  investment  banker or other
appropriate expert of national reputation selected by the Company and reasonably
acceptable to the holder hereof, with the costs of such appraisal to be borne by
the Company.

                      (vi)  Exceptions  to  Adjustment  of  Exercise  Price.  No
adjustment  to the  Exercise  Price  will be made (i) upon the  exercise  of any
warrants,  options or convertible securities issued and outstanding on the Issue
Date and set forth on Schedule  3(c) of the  Securities  Purchase  Agreement  in
accordance  with the terms of such  securities  as of such  date;  (ii) upon the
grant or  exercise  of any stock or options  which may  hereafter  be granted or
exercised  under any employee  benefit plan of the Company now existing or to be
implemented  in the future,  so long as the issuance of such stock or options is
approved by a majority of the non-employee members of the Board of

                                       -7-

<PAGE>
Directors  of the  Company  or a  majority  of the  members  of a  committee  of
non-employee  directors established for such purpose; (iii) upon the issuance of
any  Prepaid  Warrants  (as such  term is  defined  in the  Securities  Purchase
Agreement) or Incentive Warrants issued or issuable in accordance with the terms
of the  Securities  Purchase  Agreement;  or (iv) upon  exercise  of the Prepaid
Warrants and the Incentive Warrants.

                  (c)  Subdivision  or  Combination  of  Common  Stock.  If  the
Company, at any time during the Exercise Period, subdivides (by any stock split,
stock dividend, recapitalization, reorganization, reclassification or otherwise)
its shares of Common Stock into a greater number of shares, then, after the date
of  record  for  effecting  such  subdivision,  the  Exercise  Price  in  effect
immediately prior to such subdivision will be  proportionately  reduced.  If the
Company,  at any time during the Exercise  Period,  combines  (by reverse  stock
split,  recapitalization,  reorganization,  reclassification  or otherwise)  its
shares of Common Stock into a smaller number of shares,  then, after the date of
record for effecting such combination,  the Exercise Price in effect immediately
prior to such combination will be proportionately increased.

                  (d)  Adjustment in Number of Shares.  Upon each  adjustment of
the Exercise  Price  pursuant to the provisions of this Section 4, the number of
shares of Common Stock issuable upon exercise of this Warrant and for which this
Warrant is or may become  exercisable  shall be adjusted by multiplying a number
equal to the Exercise Price in effect  immediately  prior to such  adjustment by
the number of shares of Common  Stock  issuable or for which this  Warrant is or
may become exercisable (as applicable) upon exercise of this Warrant immediately
prior to such  adjustment  and  dividing the product so obtained by the adjusted
Exercise Price.

                  (e)      Consolidation, Merger or Sale.

                      (i) In case of any  consolidation  of the Company with, or
merger  of the  Company  into any other  corporation,  or in case of any sale or
conveyance of all or  substantially  all of the assets of the Company other than
in  connection  with a plan of complete  liquidation  of the Company at any time
during the Exercise Period, then as a condition of such consolidation, merger or
sale or conveyance,  adequate  provision will be made whereby the holder of this
Warrant will have the right to acquire and receive upon exercise of this Warrant
in lieu of the shares of Common Stock  immediately  theretofore  acquirable upon
the exercise of this Warrant, such shares of stock,  securities,  cash or assets
as may be issued or payable  with  respect to or in  exchange  for the number of
shares of Common Stock  immediately  theretofore  acquirable and receivable upon
exercise of this Warrant had such  consolidation,  merger or sale or  conveyance
not taken place. In any such case, the Company will make  appropriate  provision
to insure  that the  provisions  of this  Section 4 hereof  will  thereafter  be
applicable  as nearly as may be in relation to any shares of stock or securities
thereafter  deliverable upon the exercise of this Warrant.  The Company will not
effect  any  consolidation,  merger or sale or  conveyance  unless  prior to the
consummation  thereof,  the  successor  corporation  (if other than the Company)
assumes  by written  instrument  the  obligations  under  this  Warrant  and the
obligations  to  deliver  to the holder of this  Warrant  such  shares of stock,
securities or assets as, in accordance with the foregoing provisions, the holder
may be entitled to acquire. Notwithstanding

                                       -8-

<PAGE>
the foregoing,  in the event of any such sale or conveyance,  the holder of this
Warrant shall,  at its option,  have the right to receive,  and, in the event of
any such merger, consolidation, sale or conveyance which involves the receipt of
cash  consideration  by the equity holders of the Company's  capital stock or in
which the surviving or continuing  entity is not a publicly  traded  corporation
whose  common  stock is listed for trading on the New York Stock  Exchange,  the
American  Stock  Exchange,  the Nasdaq  National  Market or the Nasdaq  SmallCap
Market,  the holder of this Warrant shall be entitled to receive,  in connection
with such  transaction,  cash  consideration  equal to the fair market value (as
determined by the holder of this Warrant) of this Warrant.

                      (ii) No  adjustment  shall be made to the  Exercise  Price
pursuant to the provisions of this Section 4 upon the issuance by the Company of
any securities as  consideration  in a merger,  consolidation  or acquisition of
assets,  or in connection  with any strategic  partnership or joint venture (the
primary purpose of which is not to raise equity  capital),  or as  consideration
for the acquisition of a business, product or license by the Company.

                  (f) Distribution of Assets.  In case the Company shall declare
or make any  distribution  of its assets (or  rights to acquire  its  assets) to
holders of Common Stock as a partial liquidating  dividend,  stock repurchase by
way of return of capital or otherwise (including any dividend or distribution to
the Company's  shareholders  of cash or shares (or rights to acquire  shares) of
capital  stock of a  subsidiary)  (a  "Distribution"),  at any time  during  the
Exercise Period, then the holder of this Warrant shall be entitled upon exercise
of this  Warrant for the  purchase  of any or all of the shares of Common  Stock
subject  hereto,  to receive the amount of such  assets (or rights)  which would
have been  payable to the holder had such  holder been the holder of such shares
of  Common  Stock on the  record  date  for the  determination  of  shareholders
entitled to such Distribution.

                  (g) Notice of  Adjustment.  Upon the  occurrence  of any event
which  requires any  adjustment of the Exercise  Price,  then,  and in each such
case, the Company shall give notice thereof to the holder of this Warrant, which
notice shall state the Exercise  Price  resulting  from such  adjustment and the
increase or decrease in the number of Warrant  Shares  purchasable at such price
upon exercise,  setting forth in reasonable detail the method of calculation and
the facts  upon which  such  calculation  is based.  Such  calculation  shall be
certified by the chief financial officer of the Company.

                  (h) Minimum Adjustment of Exercise Price. No adjustment of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise  required to be made, but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and  together  with the next  subsequent  adjustment  which,  together  with any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

                  (i) No Fractional Shares. No fractional shares of Common Stock
are to be issued upon the exercise of this Warrant,  but the Company shall pay a
cash  adjustment  in respect of any  fractional  share which would  otherwise be
issuable in an amount equal to the same  fraction of the Market Price of a share
of Common Stock on the date of such exercise.

                                       -9-

<PAGE>
                      (j) Other Notices. In case at any time:

                      (i) the Company shall declare any dividend upon the Common
Stock  payable  in shares  of stock of any class or make any other  distribution
(other than dividends or distributions  payable in cash out of retained earnings
consistent with the Company's past practices with respect to declaring dividends
and making distributions) to the holders of the Common Stock;

                      (ii) the Company shall offer for  subscription pro rata to
the holders of the Common Stock any  additional  shares of stock of any class or
other rights;

                      (iii)  there shall be any  capital  reorganization  of the
Company,  or reclassification of the Common Stock, or consolidation or merger of
the Company with or into, or sale of all or substantially  all of its assets to,
another corporation or entity; or

                      (iv)   there   shall  be  a   voluntary   or   involuntary
dissolution, liquidation or winding-up of the Company;

then,  in each such case,  the Company  shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for  determining  the holders of Common Stock entitled to receive
any such dividend,  distribution,  or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and (b) in the  case of any such  reorganization,  reclassification,
consolidation,  merger, sale, dissolution,  liquidation or winding-up, notice of
the date (or, if not then known, a reasonable  estimate  thereof by the Company)
when the same shall take place. Such notice shall also specify the date on which
the  holders  of Common  Stock  shall be  entitled  to  receive  such  dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or  other  securities  or  property   deliverable   upon  such   reorganization,
reclassification,  consolidation,  merger, sale,  dissolution,  liquidation,  or
winding-up, as the case may be. Such notice shall be given at least seventy-five
(75) days prior to the record date or the date on which the Company's  books are
closed in respect thereto. Failure to give any such notice or any defect therein
shall not affect the  validity of the  proceedings  referred to in clauses  (i),
(ii), (iii) and (iv) above.

                  (k)  Certain  Events.  If,  at any time  during  the  Exercise
Period,  any event occurs of the type contemplated by the adjustment  provisions
of this Section 4 but not expressly provided for by such provisions, the Company
will give  notice of such event as  provided  in Section  4(g)  hereof,  and the
Company's Board of Directors will make an appropriate adjustment in the Exercise
Price and the number of shares of Common Stock  acquirable upon exercise of this
Warrant  so that  the  rights  of the  holder  shall  be  neither  enhanced  nor
diminished by such event.


                                      -10-

<PAGE>
                  (l)      Certain Definitions.

                      (i)  "Common  Stock  Deemed  Outstanding"  shall  mean the
number of shares of Common Stock actually  outstanding  (not including shares of
Common Stock held in the treasury of the  Company),  plus (x) in the case of any
adjustment  required by Section 4(a) resulting from the issuance of any Options,
the maximum total number of shares of Common Stock issuable upon the exercise of
the Options for which the  adjustment  is required  (including  any Common Stock
issuable  upon  the  conversion  of  Convertible  Securities  issuable  upon the
exercise of such  Options),  and (y) in the case of any  adjustment  required by
Section 4(a)  resulting  from the issuance of any  Convertible  Securities,  the
maximum  total  number of shares of Common  Stock  issuable  upon the  exercise,
conversion or exchange of the Convertible Securities for which the adjustment is
required, as of the date of issuance of such Convertible Securities, if any.

                      (ii) "Market Price," as of any date, (i) means the average
of the  closing  bid prices for the shares of Common  Stock as  reported  on the
Nasdaq SmallCap Market by Bloomberg Financial Markets ("Bloomberg") for the five
(5)  consecutive  trading days  immediately  preceding such date, or (ii) if the
Nasdaq  SmallCap  Market is not the principal  trading  market for the shares of
Common Stock,  the average of the last sale prices  reported by Bloomberg on the
principal  trading  market for the Common Stock  during the same period,  or, if
there is no sale price for such period, the last bid price reported by Bloomberg
for such period,  or (iii) if the foregoing do not apply, the last sale price of
such  security  in the  over-the-counter  market on the pink  sheets or bulletin
board for such  security  as reported  by  Bloomberg,  or if no sale price is so
reported for such  security,  the last bid price of such security as reported by
Bloomberg,  or (iv) if market value cannot be  calculated as of such date on any
of the foregoing  bases, the Market Price shall be the average fair market value
as reasonably  determined by an investment  banking firm selected by the Company
and reasonably  acceptable to a majority in interest of the holders of Incentive
Warrants, with the costs of the appraisal to be borne by the Company. The manner
of  determining  the Market Price of the Common Stock set forth in the foregoing
definition  shall apply with respect to any other security in respect of which a
determination as to market value must be made hereunder.

                      (iii)  "Common  Stock," for  purposes  of this  Section 4,
includes  the  Common  Stock and any  additional  class of stock of the  Company
having no preference as to dividends or distributions  on liquidation,  provided
that the shares  purchasable  pursuant to this Warrant shall include only Common
Stock in respect of which this Warrant is exercisable,  or shares resulting from
any  subdivision  or  combination  of such Common  Stock,  or in the case of any
reorganization,   reclassification,   consolidation,  merger,  or  sale  of  the
character  referred to in Section 4(e) hereof,  the stock or other securities or
property provided for in such Section.

         5. Issue Tax. The issuance of certificates  for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

                                      -11-

<PAGE>
         6. No Rights or Liabilities  as a  Shareholder.  This Warrant shall not
entitle the holder  hereof to any voting rights or other rights as a shareholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

         7.       Transfer, Exchange, Redemption and Replacement of Warrant.

                  (a)  Restriction  on  Transfer.  This  Warrant  and the rights
granted  to the  holder  hereof  are  transferable,  in whole  or in part,  upon
surrender of this Warrant,  together with a properly executed  assignment in the
form  attached  hereto,  at the office or agency of the  Company  referred to in
Section 7(e) below, provided,  however, that any transfer or assignment shall be
subject to the  conditions  set forth in Sections 7(f) and (g) hereof and to the
provisions of Sections 2(f) and 2(g) of the Securities Purchase Agreement. Until
due  presentment for  registration of transfer on the books of the Company,  the
Company may treat the  registered  holder  hereof as the owner and holder hereof
for all  purposes,  and the  Company  shall not be affected by any notice to the
contrary.  Notwithstanding  anything  to  the  contrary  contained  herein,  the
registration  rights  described  in  Section  8 hereof  are  assignable  only in
accordance with the provisions of that certain  Registration  Rights  Agreement,
dated as of March 31, 1998,  by and among the Company and the other  signatories
thereto (the "Registration Rights Agreement").

                  (b) Warrant  Exchangeable  for Different  Denominations.  This
Warrant is  exchangeable,  upon the surrender hereof by the holder hereof at the
office or agency of the  Company  referred  to in Section  7(e)  below,  for new
Warrants of like tenor of different denominations  representing in the aggregate
the  right to  purchase  the  number of  shares  of  Common  Stock  which may be
purchased  hereunder,  each of such  new  Warrants  to  represent  the  right to
purchase  such number of shares as shall be  designated  by the holder hereof at
the time of such surrender.

                  (c)   Replacement   of  Warrant.   Upon  receipt  of  evidence
reasonably  satisfactory  to the  Company of the loss,  theft,  destruction,  or
mutilation  of this  Warrant  and,  in the  case of any  such  loss,  theft,  or
destruction,  upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the  Company,  or, in the case of any such  mutilation,  upon
surrender and cancellation of this Warrant,  the Company,  at its expense,  will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

                  (d) Cancellation;  Payment of Expenses.  Upon the surrender of
this Warrant in  connection  with any  transfer,  exchange,  or  replacement  as
provided  in this  Section 7, this  Warrant  shall be  promptly  canceled by the
Company.  The Company shall pay all taxes (other than securities transfer taxes)
and all other  expenses  (other  than legal  expenses,  if any,  incurred by the
Holder or transferees)  and charges payable in connection with the  preparation,
execution,  and  delivery  of Warrants  pursuant to this  Section 7. The Company
shall indemnify and reimburse the holder of this

                                      -12-

<PAGE>

Warrant  for all costs and  expenses  (including  legal  fees)  incurred by such
holder in connection with the enforcement of its rights hereunder.

                  (e) Warrant  Register.  The  Company  shall  maintain,  at its
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the holder hereof),  a register for this Warrant,  in
which the Company  shall record the name and address of the person in whose name
this Warrant has been issued, as well as the name and address of each transferee
and each prior owner of this Warrant.

                  (f) Exercise or Transfer Without Registration. If, at the time
of the surrender of this Warrant in connection with any exercise,  transfer,  or
exchange of this  Warrant,  this Warrant (or, in the case of any  exercise,  the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act and under  applicable  state  securities  or blue sky laws,  the Company may
require, as a condition of allowing such exercise,  transfer,  or exchange,  (i)
that the holder or transferee of this  Warrant,  as the case may be,  furnish to
the  Company a written  opinion  of  counsel  (which  opinion  shall be in form,
substance   and  scope   customary   for  opinions  of  counsel  in   comparable
transactions)  to the effect that such  exercise,  transfer,  or exchange may be
made without  registration  under the Securities Act and under  applicable state
securities  or blue sky laws (the cost of which shall be borne by the Company if
the Company's  counsel renders such an opinion and up to $250 of such cost shall
be borne by the  Company if the  holder's  counsel is  requested  to render such
opinion),  (ii) that the holder or transferee execute and deliver to the Company
an investment  letter in form and substance  acceptable to the Company and (iii)
that the  transferee  be an  "accredited  investor"  as defined  in Rule  501(a)
promulgated under the Securities Act; provided that no such opinion,  letter, or
status as an  "accredited  investor"  shall be  required  in  connection  with a
transfer pursuant to Rule 144 under the Securities Act.

                  (g)   Additional   Restrictions   on  Exercise  or   Transfer.
Notwithstanding  anything  contained  herein to the contrary,  unless the holder
hereof  delivers a waiver in  accordance  with the last sentence of this Section
7(g),  this Warrant  shall not be  exercisable  by a holder hereof to the extent
(but  only to the  extent)  that  (a) the  number  of  shares  of  Common  Stock
beneficially  owned by such  holder and its  affiliates  (other  than  shares of
Common Stock which may be deemed beneficially owned through the ownership of the
unexercised  portion of the Incentive  Warrants and the Prepaid  Warrants or the
unexercised  or  unconverted  portion  of any other  securities  of the  Company
subject to a limitation on conversion  or exercise  analogous to the  limitation
contained  herein) and (b) the number of shares of Common  Stock  issuable  upon
exercise  of this  Warrant  (or  portion  hereof)  with  respect  to  which  the
determination  described  herein  is being  made,  would  result  in  beneficial
ownership  by  such  holder  and  its  affiliates  of  more  than  4.99%  of the
outstanding shares of Common Stock. To the extent the above limitation  applies,
the  determination  of  whether  and  to  what  extent  this  Warrant  shall  be
exercisable vis-a-vis other securities owned by such holder shall be in the sole
discretion  of the holder and  submission  of this  Warrant  for full or partial
exercise  shall be deemed to be the  holder's  determination  of whether and the
extent to which  this  Warrant  is  exercisable,  in each case  subject  to such
aggregate  percentage  limitation.  No prior  inability  to exercise the Warrant
pursuant to this Section shall have any effect on the applicability of the

                                      -13-

<PAGE>
provisions  of this  Section  with respect to any  subsequent  determination  of
exerciseability.  For purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended,  and Regulation  13D-G  thereunder,  except as
otherwise  provided in clause (a) hereof.  Except as provided in the immediately
succeeding sentence,  the restrictions contained in this Section 7(g) may not be
amended  without the consent of the holder of this  Warrant and the holders of a
majority of the Company's then  outstanding  Common Stock.  Notwithstanding  the
foregoing,  the  holder  hereof  may  waive the  restrictions  set forth in this
Section 7(g) by written  notice to the Company upon not less than sixty-one (61)
days prior notice (with such waiver  taking  effect only upon the  expiration of
such sixty-one (61) day notice period).

         8. Registration Rights. The initial holder of this Warrant (and certain
assignees  thereof) is entitled  to the benefit of such  registration  rights in
respect  of the  Warrant  Shares  as are set  forth in the  Registration  Rights
Agreement,  including the right to assign such rights to certain  assignees,  as
set forth therein.

         9.  Notices.  Any notices  required or  permitted to be given under the
terms of this  Warrant  shall be sent by certified  or  registered  mail (return
receipt  requested)  or  delivered  personally  or by  courier  or by  confirmed
telecopy,  and shall be effective  five days after being placed in the mail,  if
mailed,  or upon receipt or refusal of receipt,  if delivered  personally  or by
courier,  or by  confirmed  telecopy,  in each case  addressed  to a party.  The
addresses for such communications shall be:

                     If to the Company:

                     THE NETPLEX GROUP, INC.
                     8260 Greensboro Drive
                     McLean, VA   22102
                     Telecopy: (703) 356-5105
                     Attn: Gene Zaino, President and CEO

                     with a copy simultaneously transmitted by like means to:

                     Olshan Grundman Frome & Rosenzweig LLP
                     505 Park Avenue
                     New York, NY   10022
                     Telecopy: (212) 935-1787
                     Attn: Steven Wolosky, Esq.

If to the holder,  at such address as such holder shall have provided in writing
to the  Company,  or at such other  address as such holder  furnishes  by notice
given in accordance with this Section 9.

         10. Governing Law; Jurisdiction.  This Warrant shall be governed by and
construed in  accordance  with the laws of the State of New York  applicable  to
contracts made and to be performed

                                      -14-

<PAGE>
in the State of New York. The Company  irrevocably  consents to the jurisdiction
of the United States  federal courts and state courts located in the City of New
York in the  State  of New York in any suit or  proceeding  based on or  arising
under this  Warrant  and  irrevocably  agrees that all claims in respect of such
suit or proceeding  may be determined  in such courts.  The Company  irrevocably
waives any  objection to the laying of venue and the defense of an  inconvenient
forum to the maintenance of such suit or proceeding.  The Company further agrees
that service of process upon the Company mailed by certified or registered  mail
shall be deemed in every respect  effective  service of process upon the Company
in any such suit or  proceeding.  Nothing herein shall affect the holder's right
to serve process in any other manner permitted by law. The Company agrees that a
final non-appealable judgment in any such suit or proceeding shall be conclusive
and may be enforced in other  jurisdictions  by suit on such  judgment or in any
other lawful manner.

         11.      Miscellaneous.

                  (a) Amendments. This Warrant and any provision hereof may only
be amended by an  instrument  in writing  signed by the  Company  and the holder
hereof.

                  (b)  Descriptive  Headings.  The  descriptive  headings of the
several  Sections of this Warrant are  inserted for purposes of reference  only,
and shall not  affect  the  meaning  or  construction  of any of the  provisions
hereof.

                  (c)  Cashless  Exercise.   Notwithstanding   anything  to  the
contrary  contained in this Warrant,  if the resale of the Warrant Shares by the
holder is not then registered  pursuant to an effective  registration  statement
under the  Securities  Act,  this Warrant may be exercised at any time after the
first  anniversary  of the Issue Date until the end of the Exercise  Period,  by
presentation  and  surrender  of this  Warrant to the  Company at its  principal
executive  offices with a written  notice of the holder's  intention to effect a
cashless  exercise,  including a  calculation  of the number of shares of Common
Stock to be issued upon such  exercise in  accordance  with the terms  hereof (a
"Cashless Exercise"). In the event of a Cashless Exercise, in lieu of paying the
Exercise Price in cash, the holder shall  surrender this Warrant for that number
of shares of Common Stock determined by multiplying the number of Warrant Shares
to which it would  otherwise be entitled by a fraction,  the  numerator of which
shall be the difference  between the then current Market Price of a share of the
Common Stock on the date of exercise and the Exercise Price, and the denominator
of which shall be the then current Market Price per share of Common Stock.

                  (d)  Business  Day.  For  purposes of this  Warrant,  the term
"business  day" means any day, other than a Saturday or Sunday or a day on which
banking  institutions  in the State of New York are  authorized  or obligated by
law, regulation or executive order to close.


                                      -15-

<PAGE>
         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.


                                    THE NETPLEX GROUP, INC.


                                    By: _________________________________
                                        Name:_____________________________
                                        Title:______________________________



                                      -16-

<PAGE>
                           FORM OF EXERCISE AGREEMENT

         (To be Executed by the Holder in order to Exercise the Warrant)

To:      THE NETPLEX GROUP, INC.
         8260 Greensboro Drive
         McLean, VA   22102
         Telecopy: (703) 356-5105
         Attn: Gene Zaino, President and CEO


         The  undersigned  hereby  irrevocably  exercises  the right to purchase
_____________  shares  of  the  Common  Stock  of THE  NETPLEX  GROUP,  INC.,  a
corporation  organized under the laws of the State of New York (the  "Company"),
evidenced by the attached  Warrant,  and herewith  makes payment of the Exercise
Price with respect to such shares in full, all in accordance with the conditions
and provisions of said Warrant.

         (i) The undersigned  agrees not to offer,  sell,  transfer or otherwise
dispose of any Common Stock  obtained on exercise of the  Warrant,  except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended,  or any state  securities laws, and agrees that the following legend
may be affixed to the stock  certificate for the Common Stock hereby  subscribed
for if  resale  of  such  Common  Stock  is not  registered  or if  Rule  144 is
unavailable:

         THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
         THE SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES.  THE
         SECURITIES  REPRESENTED  HEREBY MAY NOT BE OFFERED OR SOLD IN
         THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  FOR THE
         SECURITIES UNDER  APPLICABLE  SECURITIES LAWS UNLESS OFFERED,
         SOLD OR TRANSFERRED  PURSUANT TO AN AVAILABLE  EXEMPTION FROM
         THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

         (ii) The undersigned  requests that stock  certificates for such shares
be issued, and a Warrant  representing any unexercised portion hereof be issued,
pursuant  to the  Warrant  in  the  name  of the  Holder  and  delivered  to the
undersigned at the address set forth below:

Dated:_________________              _____________________________________
                                              Signature of Holder

                                     -------------------------------------
                                              Name of Holder (Print)

                                              Address:
                                     -------------------------------------
                                     -------------------------------------


                                 -17-