EXHIBIT A
                                                                   to Securities
                                                                        Purchase
                                                                       Agreement


THIS  WARRANT  AND THE  SHARES  ISSUABLE  UPON  EXERCISE  HEREOF  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.  THE  SECURITIES
REPRESENTED HEREBY MAY NOT BE OFFERED,  SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES
LAWS UNLESS OFFERED,  SOLD OR TRANSFERRED UNDER AN AVAILABLE  EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THOSE LAWS.


                      PREPAID COMMON STOCK PURCHASE WARRANT

April __, 1998                                   Right to Purchase $_________ of
                                         Common Stock, par value $.001 per share


                  FOR VALUE  RECEIVED,  THE NETPLEX  GROUP,  INC., a corporation
organized  under  the  laws of the  State of New York  (hereinafter  called  the
"Corporation")  hereby  promises to issue to  _______________  or its registered
assigns (the  "Holder"),  at any time or from time to time upon its receipt of a
Notice   of   Exercise   (as   defined   in   Article   I.C   below),    up   to
_________________________  Dollars  ($________)  (the  "Prepaid  Amount") of the
Corporation's  common stock, par value $.001 per share (the "Common Stock"),  in
the manner  provided in Article II hereof.  This  Warrant is being issued by the
Corporation  along with similar  prepaid  common stock  purchase  warrants  (the
"Other  Prepaid  Warrants"  and,  together  with  this  Warrant,   the  "Prepaid
Warrants") pursuant to that certain Securities  Purchase Agreement,  dated as of
March 31, 1998, by and among the  Corporation,  the Holder and the other parties
named therein (the "Securities Purchase Agreement").



<PAGE>
                                    ARTICLE I

                               CERTAIN DEFINITIONS

         For  purposes  hereof,  the  following  terms shall have the  following
meanings:

         A.  "Closing Bid Price"  means,  for any  security as of any date,  the
closing  bid price of such  security  on the  principal  securities  exchange or
trading  market where such security is listed or traded as reported by Bloomberg
Financial  Markets or a  comparable  reporting  service of  national  reputation
selected by the Corporation  and reasonably  acceptable to holders of a majority
of the aggregate  Prepaid  Amount  represented by the then  outstanding  Prepaid
Warrants  ("Majority  Holders")  if  Bloomberg  Financial  Markets  is not  then
reporting closing bid prices of such security (collectively, "Bloomberg"), or if
the foregoing  does not apply,  the last reported sale price of such security in
the  over-the-counter  market on the electronic bulletin board for such security
as reported by Bloomberg,  or, if no sale price is reported for such security by
Bloomberg,  the average of the bid prices of any market makers for such security
as reported in the "pink sheets" by the National Quotation Bureau, Inc., in each
case for such date or, if such date was not a trading date for such security, on
the next  preceding  date which was a trading  date.  If the  Closing  Bid Price
cannot be calculated  for such security as of either of such dates on any of the
foregoing  bases,  the Closing Bid Price of such  security on such date shall be
the fair market value as reasonably  determined  by an  investment  banking firm
selected by the Corporation and reasonably  acceptable to the Majority  Holders,
with the costs of such appraisal to be borne by the Corporation.

         B.  "Exercise  Percentage"  shall  initially have the meaning set forth
below  during  each of the  periods  set  forth  below.  In the  event  that the
Corporation  fails to obtain the Stockholder  Approvals  contemplated by Section
4(l) of the  Securities  Purchase  Agreement  on or before  July 31,  1998,  the
Exercise  Percentage  in effect during each of the periods set forth below shall
be permanently  reduced by ten percent (10%). The Exercise Percentage also shall
be subject to adjustment as provided herein.

         If the Exercise Date is:              Then the Exercise Percentage is:

         Prior to the 91st day following
         the First Closing Date                            100%

         On or after the 91st day following
         the First Closing Date and before
         the 151st day following the First
         Closing Date                                       85%


                                       -2-

<PAGE>
         On or after the 151st day following
         the First Closing Date and before
         the 211th day following the First
         Closing Date                                       75%

         On or after the 211th day following
         the First Closing Date                             65%

         C.  "Exercise  Amount" means the portion of the Prepaid  Amount of this
Warrant being exercised and any Exercise  Default  Payments payable with respect
thereto, each as specified in the notice of exercise in the form attached hereto
(the "Notice of Exercise").

         D. "Exercise Date" means, for any Exercise (as defined below), the date
specified  in the  Notice  of  Exercise  so long as the  copy of the  Notice  of
Exercise  is faxed (or  delivered  by other  means  resulting  in notice) to the
Corporation  at or before 11:59 p.m.,  New York City time,  on the Exercise Date
indicated in the Notice of Exercise;  provided,  however,  that if the Notice of
Exercise  is not so faxed or  otherwise  delivered  before  such time,  then the
Exercise  Date  shall be the date the holder  faxes or  otherwise  delivers  the
Notice of Exercise to the Corporation.

         E. "Exercise Price" means, with respect to any Exercise Date, the lower
of the Fixed Exercise Price and the Variable  Exercise Price,  each in effect as
of such date and subject to adjustment as provided herein.

         F.  "First  Closing  Date"  means the date of the First  Closing  under
Securities Purchase Agreement.

         G.  "Fixed  Exercise  Price"  means  $1.47  (average of the Closing Bid
Prices for the Common Stock during the five (5)  consecutive  trading day period
ending on the trading day immediately preceding the date of issuance), and shall
be subject to adjustment as provided herein.

         H. "Variable  Exercise Price" means,  as of any date of  determination,
the amount obtained by multiplying the Exercise Percentage then in effect by the
average of the five (5) lowest  Closing Bid Prices for the Common  Stock  during
the twenty  (20)  consecutive  trading  day  period  ending on the  trading  day
immediately   preceding  such  date  of  determination   (subject  to  equitable
adjustment for any stock splits,  stock dividends,  reclassifications or similar
events  during  such twenty (20)  trading day  period),  and shall be subject to
adjustment as provided herein.

         I. "business day" and "trading day" means any day on which the New York
Stock Exchange is open for trading.

                                       -3-

<PAGE>
                                   ARTICLE II

                                    EXERCISE

         A.  Exercise  by the  Holder.  Subject to the  limitations  on exercise
contained  in  Paragraph  C of this  Article II, the Holder may, at any time and
from time to time, exercise all or any part of the outstanding Prepaid Amount of
this Warrant in accordance  with the procedures set forth in Paragraph B of this
Article II for a number of fully paid and  nonassessable  shares of Common Stock
determined in accordance with the following formula:

                                 Exercise Amount
                                 ---------------
                                 Exercise Price

         B.  Mechanics of Exercise.  In order to exercise this  Warrant,  Holder
shall:  (x) fax (or otherwise  deliver) a copy of the fully  executed  Notice of
Exercise to the  Corporation  and (y) surrender or cause to be surrendered  this
Warrant  along  with a copy of the  Notice of  Exercise  as soon as  practicable
thereafter to the  Corporation.  Upon receipt by the  Corporation of a facsimile
copy of a Notice of Exercise  from Holder,  the  Corporation  shall  immediately
send,  via  facsimile,  a  confirmation  to Holder  stating  that the  Notice of
Exercise  has been  received,  the date upon  which the  Corporation  expects to
deliver the Common Stock  issuable upon such exercise and the name and telephone
number of a contact  person  at the  Corporation  regarding  the  exercise.  The
Corporation  shall not be  obligated  to issue  shares of Common  Stock  upon an
exercise  hereof unless either this Warrant is delivered to the  Corporation  as
provided above,  or Holder  notifies the Corporation  that this Warrant has been
lost, stolen or destroyed (subject to the requirements of Article VIII.G).

                  (i) Delivery of Common Stock Upon  Exercise.  The  Corporation
shall,  on or before the later of (a) the third (3rd) business day following the
Exercise Date and (b) the business day  following the date of the  Corporation's
receipt of this Warrant (or, if this Warrant is lost,  stolen or destroyed,  the
date on which  indemnity  pursuant to Article VIII.G is provided) (the "Delivery
Period"),  issue and  deliver to the Holder or its  nominee  (x) that  number of
shares of Common  Stock  issuable  upon  exercise of the portion of this Warrant
being  exercised  and (y) a new  Warrant  in the form  hereof  representing  the
balance  of the  Prepaid  Amount  hereof  not being  exercised,  if any.  If the
Corporation's  transfer agent is  participating  in the Depository Trust Company
("DTC")  Fast  Automated  Securities  Transfer  program,  and  so  long  as  the
certificates  therefor are not required to bear a legend,  the Corporation shall
cause its transfer  agent to  electronically  transmit the Common Stock issuable
upon  exercise to the Holder by  crediting  the account of Holder or its nominee
with  DTC  through  its  Deposit   Withdrawal  Agent  Commission   system  ("DTC
Transfer").  If  the  aforementioned  conditions  to  a  DTC  Transfer  are  not
satisfied,  the  Corporation  shall  deliver  to  Holder  physical  certificates
representing the Common Stock issuable upon such exercise.  Further,  Holder may
instruct the Corporation to deliver to Holder physical certificates representing
the Common Stock  issuable upon such exercise in lieu of delivering  such shares
by way of DTC Transfer.


                                       -4-

<PAGE>
                  (ii) Taxes. The Corporation  shall pay any and all taxes which
may be imposed  upon it with  respect to the issuance and delivery of the shares
of Common Stock upon the exercise of this Warrant.

                  (iii) No  Fractional  Shares.  If any exercise of this Warrant
would  result  in the  issuance  of a  fractional  share of Common  Stock,  such
fractional  share shall be disregarded  and the number of shares of Common Stock
issuable  upon  exercise of this  Warrant  shall be the nearest  whole number of
shares.

                  (iv)  Exercise  Disputes.  In the  case  of any  dispute  with
respect to an exercise of this Warrant,  the  Corporation  shall  promptly issue
such number of shares of Common  Stock as are not  disputed in  accordance  with
subparagraph (i) above. The Corporation and the Holder shall seek to resolve any
such dispute in good faith.  If such dispute  involves  the  calculation  of the
Exercise  Price,  the  Corporation   shall   immediately   submit  the  disputed
calculations to KPMG Peat Marwick or such other independent  outside  accountant
of national  reputation  selected by the  Company via  facsimile  within two (2)
business  days of receipt  of the Notice of  Exercise.  The  accountant,  at the
Corporation's  sole expense  (except that if the  Corporation's  calculation  is
correct,  the Holder shall bear such expense),  shall audit the calculations and
notify the  Corporation and Holder of the results no later than two (2) business
days from the date it  receives  the  disputed  calculations.  The  accountant's
calculation shall be deemed  conclusive,  absent manifest error. The Corporation
shall then issue the appropriate  number of shares of Common Stock in accordance
with subparagraph (i) above.

         C.  Limitations  on Exercise.  The  exercise of this  Warrant  shall be
subject to the following limitations (each of which limitations shall be applied
independently):

                  (i) Cap Amount.  Unless  permitted by the applicable rules and
regulations  of the  principal  securities  market on which the Common  Stock is
listed or traded,  in no event shall the total  number of shares of Common Stock
issued upon exercise of the Prepaid Warrants exceed the maximum number of shares
of  Common  Stock  that  the   Corporation   can  so  issue  pursuant  to  Rules
4310(c)(25)(H)  or 4460(i) of the National  Association  of  Securities  Dealers
("NASD") (or any  successor  rules) (the "Cap  Amount")  which,  as of the First
Closing Date, shall be 1,566,000 shares (19.99% of the total shares  outstanding
on the First  Closing Date less the maximum  number of shares  issuable upon the
exercise of all  Incentive  Warrants (as such term is defined in the  Securities
Purchase  Agreement) issued and/or issuable pursuant to the Securities  Purchase
Agreement  and all  warrants  issued  and/or  issuable to The Zanett  Securities
Corporation in connection with the  transactions  contemplated by the Securities
Purchase  Agreement).  The Cap Amount shall be allocated pro-rata to the holders
of the  Prepaid  Warrants  as  provided  in  Article  VIII.H.  In the  event the
Corporation is prohibited from issuing shares of Common Stock as a result of the
operation of this subparagraph (i), the Corporation shall comply with Article V.

                  (ii) No Five Percent Holders.  Unless Holder delivers a waiver
in  accordance  with the last  sentence of this  subparagraph  (ii), in no event
shall Holder be entitled to receive shares of

                                       -5-

<PAGE>
Common  Stock upon an exercise of this Warrant to the extent that the sum of (x)
the  number  of  shares of Common  Stock  beneficially  owned by Holder  and its
affiliates  (exclusive  of shares  issuable  upon  exercise  of the  unexercised
portion of any Prepaid Warrants or the unexercised or unconverted portion of any
other  securities  of  the  Corporation  (including,   without  limitation,  the
Incentive Warrants (as defined in the Securities  Purchase  Agreement) issued by
the  Corporation  pursuant to the Securities  Purchase  Agreement)  subject to a
limitation  on  conversion or exercise  analogous to the  limitations  contained
herein) and (y) the number of shares of Common Stock  issuable upon the exercise
of the portion of this Warrant with respect to which the  determination  of this
subparagraph is being made,  would result in beneficial  ownership by Holder and
its  affiliates  of more  than  4.99% of the then  outstanding  shares of Common
Stock.  For  purposes  of  this  subparagraph,  beneficial  ownership  shall  be
determined in accordance  with Section 13(d) of the  Securities  Exchange Act of
1934, as amended, and Regulation 13 D-G thereunder, except as otherwise provided
in clause (x) above. Except as provided in the immediately  succeeding sentence,
the  restriction  contained  in this  subparagraph  (ii)  shall not be  altered,
amended,  deleted or changed in any manner  whatsoever  unless the  holders of a
majority of the outstanding shares of Common Stock and Holder shall approve such
alteration, amendment, deletion or change. Notwithstanding the foregoing, Holder
may waive the restriction set forth in this  subparagraph (ii) by written notice
to the  Corporation  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
period).


                                   ARTICLE III

                      RESERVATION OF SHARES OF COMMON STOCK

         A. Reserved  Amount.  On the First Closing Date, the Corporation  shall
have reserved  3,300,732  shares of the authorized but unissued shares of Common
Stock for  issuance  upon the full  exercise of all Prepaid  Warrants  issued or
issuable pursuant to the Securities  Purchase Agreement (the "Reserved Amount").
Upon receipt of the  Stockholder  Approvals  contemplated by Section 4(l) of the
Securities  Purchase  Agreement,  the Reserved  Amount shall be increased to not
less than 8,000,000  shares (200% of number of shares which would be issuable if
all Prepaid  Warrants  issued or issuable  pursuant to the  Securities  Purchase
Agreement are exercised in their entirety on the First Closing Date based on the
lowest  Exercise  Percentage) of the  authorized  but unissued  shares of Common
Stock and  thereafter  the number of  authorized  but unissued  shares of Common
Stock so reserved shall not be decreased and shall at all times be sufficient to
provide  for the full  exercise  of all  Prepaid  Warrants  issued  or  issuable
pursuant to the  Securities  Purchase  Agreement  at the then  current  Exercise
Price. The Reserved Amount shall be allocated to the holders of Prepaid Warrants
as provided in Article VIII.H.

         B. Increases to Reserved  Amount.  If, at any time after July 31, 1998,
the Reserved Amount for any three (3) consecutive trading days (the last of such
three (3) trading  days being the  "Authorization  Trigger  Date") shall be less
than  135% of the  number  of shares  of  Common  Stock  issuable  upon the full
exercise of all Prepaid Warrants issued or issuable pursuant to the Securities

                                       -6-

<PAGE>
Purchase  Agreement,  the Corporation  shall  immediately  notify the holders of
Prepaid Warrants of such occurrence and shall take immediate action  (including,
if  necessary,  seeking  stockholder  approval  to  authorize  the  issuance  of
additional  shares of Common  Stock) to increase the Reserved  Amount to 200% of
the number of shares of Common Stock then issuable upon the full exercise of all
Prepaid  Warrants  issued  or  issuable  pursuant  to  the  Securities  Purchase
Agreement. In the event the Corporation fails to so increase the Reserved Amount
within  ninety (90) days after an  Authorization  Trigger Date,  and  thereafter
Holder is unable to  exercise  all or any  portion  of the  outstanding  Prepaid
Amount of this Warrant because the Corporation does not have a sufficient number
of shares of Common Stock  authorized  and reserved for issuance  upon  exercise
hereof,  Holder shall  thereafter  have the option,  exercisable  at any time by
delivery of a Default Notice (as defined in Article VI.C) to the Corporation, to
require the  Corporation to pay to Holder an amount in cash equal to the Default
Amount (as defined in Article  VI.B).  Upon  payment by the  Corporation  of the
Default Amount, this Warrant shall be null and void. If the Corporation fails to
deliver the Default  Amount to Holder  within five (5)  business  days after its
receipt of such  Default  Notice,  then Holder shall be entitled to the remedies
provided in Article VI.C.

                                   ARTICLE IV

                          FAILURE TO SATISFY EXERCISES

         A. Exercise  Default  Payments.  If, at any time,  (x) Holder submits a
Notice of Exercise and the Corporation  fails for any reason (other than because
such issuance would exceed Holder's  allocated portion of the Reserved Amount or
Cap Amount,  for which  failures  Holder  shall have the  remedies  set forth in
Articles III and V, respectively) to deliver, on or prior to the fourth business
day following  the  expiration of the Delivery  Period for such  exercise,  such
number of freely  tradeable  shares of Common  Stock to which Holder is entitled
upon such  exercise,  or (y) the  Corporation  provides  notice to any holder of
Prepaid  Warrants  (together with all other holders of Prepaid  Warrants and the
Holder  referred to herein,  the  "Holders") at any time of its intention not to
issue freely tradeable shares of Common Stock upon the exercise by any Holder of
a Prepaid  Warrant in accordance  with the terms of the Prepaid  Warrants (other
than because such issuance would exceed such Holder's  allocated  portion of the
Reserved  Amount  or Cap  Amount)  (each  of (x)  and  (y)  being  an  "Exercise
Default"),  then the Corporation shall pay to Holder, in the case of an Exercise
Default  described  in clause (x) above,  and to all  Holders,  in the case of a
Exercise Default described in clause (y) above, an amount equal to:

                   (.24) x (D/365) x (Exercise Default Amount)

where:

         "D" means the  number of days  after  the  expiration  of the  Delivery
Period through and including the Default Cure Date;


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<PAGE>
         "Exercise Default Amount" means the Prepaid Amount of all Warrants held
by Holder; and

         "Default  Cure  Date"  means (i) with  respect to an  Exercise  Default
described in clause (x) of its definition,  the date the Corporation effects the
exercise of the portion of this Warrant  submitted for  exercise,  and (ii) with
respect to an Exercise  Default  described in clause (y) of its definition,  the
date the Corporation  begins to issue freely tradeable shares of Common Stock in
satisfaction of all exercises of Prepaid Warrants in accordance with their terms
and (iii) with respect to either type of Exercise Default, the date on which the
Corporation  pays to Holder  the  Default  Amount (as  defined in Article  VI.B)
pursuant to Paragraph D of this Article IV.

         The  payments  to which  Holder  shall  be  entitled  pursuant  to this
Paragraph A are referred to herein as "Exercise  Default  Payments."  Holder may
elect to receive accrued  Exercise Default Payments in cash or to convert all or
any portion of such accrued Exercise Default Payments,  at any time, into Common
Stock at the lowest Exercise Price in effect during the period  beginning on the
date of the Exercise Default through the Exercise Date for such exercise. In the
event Holder elects to receive any Exercise  Default  Payments in cash, it shall
so notify the  Corporation in writing.  Such payment shall be made in accordance
with and be subject to the  provisions  of Article  VIII.J.  In the event Holder
elects to convert  all or any  portion of the  Exercise  Default  Payments  into
Common Stock,  Holder shall indicate on a Notice of Exercise such portion of the
Exercise  Default  Payments  which Holder elects to so convert and such exercise
shall otherwise be effected in accordance with the provisions of Article II.

         B.   Adjustment  to  Exercise   Price.   If  Holder  has  not  received
certificates  for all shares of Common Stock prior to the tenth (10th)  business
day after the  expiration of the Delivery  Period with respect to an exercise of
any  portion of any of  Holder's  Prepaid  Warrants  for any reason  (other than
because such issuance would exceed  Holder's  allocated  portion of the Reserved
Amount or Cap Amount,  for which  failures  Holder  shall have the  remedies set
forth in Articles III and V,  respectively),  then the Fixed  Exercise  Price in
respect of all Prepaid  Warrants held by Holder  (including any Prepaid Warrants
or portions  thereof  submitted to the Corporation  for exercise,  but for which
shares of Common Stock have not been issued to Holder)  shall  thereafter be the
lesser of (i) the Fixed  Exercise  Price on the Exercise  Date  specified in the
Notice of Exercise  which  resulted in the Exercise  Default and (ii) the lowest
Exercise  Price in effect during the period  beginning on, and  including,  such
Exercise  Date  through and  including  the day such shares of Common  Stock are
delivered  to the Holder.  If there shall occur an Exercise  Default of the type
described in clause (y) of Article  IV.A.,  then the Fixed  Exercise  Price with
respect to any exercise  thereafter shall be the lowest Exercise Price in effect
at any time  during the period  beginning  on,  and  including,  the date of the
occurrence of such Exercise Default through and including the Default Cure Date.
The Fixed Exercise Price shall  thereafter be subject to further  adjustment for
any events described in Article VII.

         C. Buy-In Cure.  Unless the  Corporation has notified Holder in writing
prior to the delivery by Holder of a Notice of Exercise that the  Corporation is
unable to honor  exercises,  if (i) (a) the Corporation  fails for any reason to
deliver during the Delivery Period shares of Common

                                       -8-

<PAGE>
Stock to Holder  upon an  exercise  of this  Warrant or (b) there  shall occur a
Legend  Removal  Failure  (as  defined  in  Article  VI.A(iii)  below)  and (ii)
thereafter, Holder purchases (in an open market transaction or otherwise) shares
of Common  Stock to make  delivery  in  satisfaction  of a sale by Holder of the
unlegended  shares of Common Stock (the "Sold Shares") which Holder  anticipated
receiving upon such exercise (a "Buy-In"),  the Corporation shall pay Holder (in
addition  to any other  remedies  available  to Holder)  the amount by which (x)
Holder's total purchase price (including brokerage commissions,  if any) for the
unlegended  shares of Common  Stock so  purchased  exceeds (y) the net  proceeds
received  by Holder from the sale of the Sold  Shares.  For  example,  if Holder
purchases  unlegended  shares of Common Stock having a total  purchase  price of
$11,000 to cover a Buy-In  with  respect  to shares of Common  Stock it sold for
$10,000,  the  Corporation  will be required to pay Holder $1,000.  Holder shall
provide the Corporation written  notification  indicating any amounts payable to
Holder  pursuant to this  Paragraph C, together with  evidence  supporting  such
calculation.  The Corporation  shall make any payments required pursuant to this
Paragraph C in accordance with and subject to the provisions of Article VIII.J.

         D. Right to  Require  Payment of  Default  Amount.  If the  Corporation
fails, and such failure  continues  uncured for five (5) business days after the
Corporation  has been  notified  thereof in  writing  by Holder,  for any reason
(other than because such issuance would exceed Holder's allocable portion of the
Reserved Amount or Cap Amount, for which failures Holder shall have the remedies
set forth in Articles III and V,  respectively)  to issue shares of Common Stock
within ten (10) business days after the  expiration of the Delivery  Period with
respect to any exercise of this Warrant, then Holder may elect at any time prior
to the Default  Cure Date for such  Exercise  Default,  by delivery of a Default
Notice  (as  defined  in  Article  VI.C.) to the  Corporation,  to  require  the
Corporation  to pay to Holder an amount in cash equal to the Default  Amount (as
defined in Article VI.B). Upon payment by the Corporation of the Default Amount,
this  Warrant  shall  be null and  void.  If the  Corporation  fails to pay such
Default  Amount  within  five (5)  business  days after its receipt of a Default
Notice, then Holder shall be entitled to the remedies provided in Article VI.C.


                                    ARTICLE V

                     INABILITY TO EXERCISE DUE TO CAP AMOUNT

         A. Obligation to Cure. If at any time the then unissued  portion of any
Holder's  Cap Amount is less than 135% of the  number of shares of Common  Stock
then  issuable  upon the full  exercise  of all Prepaid  Warrants  owned by such
Holder (a "Trading Market Trigger  Event"),  the Corporation  shall  immediately
notify  the  Holders  of  Prepaid  Warrants  of such  occurrence  and shall take
immediate  action  (including,  if  necessary,   seeking  the  approval  of  its
stockholders  to  authorize  the issuance of the full number of shares of Common
Stock  which would be issuable  upon the full  exercise of all Prepaid  Warrants
issued or issuable pursuant to the Securities Purchase Agreement but for the Cap
Amount) to  eliminate  any  prohibitions  under  applicable  law or the rules or
regulations  of any  stock  exchange,  interdealer  quotation  system  or  other
self-regulatory  organization  with  jurisdiction over the Corporation or any of
its securities on the Corporation's ability to issue

                                       -9-

<PAGE>
shares of Common Stock in excess of the Cap Amount. In the event the Corporation
fails to  eliminate  all such  prohibitions  within  ninety  (90) days after the
Trading Market Trigger Event and thereafter  Holder is unable to exercise all or
any portion of the outstanding Prepaid Amount of this Warrant as a result of the
operation of Article  II.C.(i),  then Holder shall  thereafter  have the option,
exercisable  at any  time  until  such  date  that  all  such  prohibitions  are
eliminated, by delivery of a Default Notice (as defined in Article VI.C.) to the
Corporation, to require the Corporation to pay to Holder an amount in cash equal
to the  Default  Amount  (as  defined  in  Article  VI.B).  Upon  payment by the
Corporation of the Default  Amount,  this Warrant shall be null and void. If the
Corporation  fails to deliver the Default  Amount  within five (5) business days
after its receipt of such Default Notice,  then such holder shall be entitled to
the remedies provided in Articles V.B and VI.C.

         B.  Remedies.  If the  Corporation  fails  to pay  the  Default  Amount
pursuant to Article V.A. within five (5) business days after its receipt of such
Default  Notice,  Holder may elect  either or both of the  following  additional
remedies:

                  (i) to require,  with the consent of the Majority Holders, the
Corporation to terminate the listing of its Common Stock on the Nasdaq  SmallCap
Market (or any other stock  exchange,  interdealer  quotation  system or trading
market)  and to  cause  its  Common  Stock to be  eligible  for  trading  on the
over-the-counter electronic bulletin board; or

                  (ii) to  require  the  Corporation  to issue  shares of Common
Stock in accordance  with Holder's Notice of Exercise at an Exercise Price equal
to the average of the Closing  Bid Prices for the Common  Stock  during the five
(5) consecutive trading days ending on the trading day immediately preceding the
date of Holder's  written  notice to the  Corporation of its election to receive
shares of Common Stock pursuant to this  subparagraph (ii) (subject to equitable
adjustment for any stock splits,  stock dividends,  reclassifications or similar
events during such five (5) trading day period).

                                   ARTICLE VI

                                EVENTS OF DEFAULT

         A. Events of Default.  If any of the following events of default (each,
an "Event of Default") shall occur:

                  (i) the Common  Stock  (including  any of the shares of Common
Stock  issuable upon exercise of this Warrant) is suspended  from trading on any
of, or is not listed  (and  authorized)  for trading on at least one of, the New
York Stock Exchange,  the American Stock Exchange, the Nasdaq National Market or
the Nasdaq SmallCap Market for an aggregate of ten (10) trading days in any nine
(9) month period;

                  (ii) any  Registration  Statement  required to be filed by the
Corporation  pursuant  to  Sections  2(a) or 3(b) of that  certain  Registration
Rights Agreement by and among the Corporation

                                      -10-

<PAGE>
and the other signatories thereto entered into in connection with the Securities
Purchase Agreement (the  "Registration  Rights Agreement") has not been declared
effective  by the  ninetieth  (90th)  day  following  the  date  on  which  such
Registration  Statement  is required to be  declared  effective  pursuant to the
Registration Rights Agreement, or any such Registration  Statement,  after being
declared  effective,  cannot be utilized by Holders for the resale of all of its
Registrable  Securities (as defined in the Registration Rights Agreement) for an
aggregate of more than thirty (30) days;

                  (iii) the Corporation  fails to remove any restrictive  legend
on any  certificate or any shares of Common Stock issued to Holder upon exercise
of any  Prepaid  Warrant  owned by Holder as and when  required  by the  Prepaid
Warrants, the Securities Purchase Agreement or the Registration Rights Agreement
(a "Legend Removal  Failure"),  and any such failure  continues uncured for five
(5) business days after the Corporation has been notified  thereof in writing by
the holder;

                  (iv) the Corporation  provides notice to any of the Holders of
Prepaid Warrants,  including by way of public announcement,  at any time, of its
intention  not to issue  shares of Common Stock to any of the Holders of Prepaid
Warrants  upon  exercise in  accordance  with the terms of the Prepaid  Warrants
(other than due to the circumstances contemplated by Articles III or V for which
the Holders shall have the remedies set forth in such Articles);

                  (v)   the Corporation shall:

                        (a) sell,  convey or dispose of all or substantially all
of its assets;

                        (b) merge,  consolidate  or engage in any other business
combination  with any other entity  (other than  pursuant to a migratory  merger
effected solely for the purpose of changing the jurisdiction of incorporation of
the Corporation, other than pursuant to a merger in which the Corporation is the
surviving or continuing entity and its authorized capital stock is unchanged and
other than pursuant to a merger in which the surviving or continuing  entity (if
other than the  Corporation)  assumes the  Corporation's  obligations  under the
Securities Purchase Agreement,  the Prepaid Warrants, the Incentive Warrants and
the Registration  Rights Agreement and is 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); or

                        (c) have fifty percent (50%) or more of the voting power
of its capital  stock owned  beneficially  by one person,  entity or "group" (as
such term is used under Section 13(d) of the Securities Exchange Act of 1934, as
amended);

                  (vi) the Corporation  otherwise shall breach any material term
hereunder (other than as specifically  provided in subparagraphs (i)-(v) of this
Paragraph A) or under the  Securities  Purchase  Agreement  or the  Registration
Rights  Agreement and such breach  continues  uncured for ten (10) business days
after the Corporation has been notified thereof in writing by the holder;

                                      -11-

<PAGE>
                  (vii) any  representation  or warranty of the Corporation made
herein or in any agreement,  statement or certificate  given in writing pursuant
hereto or in connection herewith (including,  without limitation, the Securities
Purchase  Agreement and the Registration  Rights  Agreement),  shall be false or
misleading in any material  respect when made and the breach of which would have
a Material Adverse Effect (as defined in the Securities Purchase Agreement);

                  (viii) the  Corporation or any  subsidiary of the  Corporation
(other than Technology  Development Systems,  Inc.) shall make an assignment for
the  benefit  of  creditors,  or apply for or consent  to the  appointment  of a
receiver  or  trustee  for it or for a  substantial  part  of  its  property  or
business; or such a receiver or trustee shall otherwise be appointed; or

                  (ix)  bankruptcy,  insolvency,  reorganization  or liquidation
proceedings or other  proceedings for relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the  Corporation  or
any subsidiary of the Corporation  (other than Technology  Development  Systems,
Inc.);

then,  upon the occurrence and during the  continuation  of any Event of Default
specified  in  subparagraphs  (i)-(vii)  of this  Paragraph  A, at the option of
Holder  exercisable  through  the  delivery  of a Default  Notice (as defined in
Paragraph C below),  and upon the occurrence of an Event of Default specified in
subparagraphs  (viii) or (ix) of this  Paragraph  A, the  Corporation  shall pay
Holder,  in  satisfaction of its obligation to issue shares of Common Stock upon
exercise of this Warrant, an amount equal to the Default Amount and such Default
Amount,  together with all other  ancillary  amounts  payable  hereunder,  shall
immediately become due and payable,  all without demand,  presentment or notice,
all of which hereby are expressly  waived,  together with all costs,  including,
without limitation,  legal fees and expenses of collection,  and Holder shall be
entitled  to  exercise  all other  rights and  remedies  available  at law or in
equity;  provided,  however,  that if the Corporation pays the Default Amount to
Holder  within  five (5)  business  days  after the  Corporation's  receipt of a
Default  Notice from Holder  delivered as a result of the occurrence of an Event
of Default  specified in  subparagraph  (v)(b) of this Paragraph A, Holder shall
have no other  rights or  remedies,  at law or in equity,  with  respect to such
Event of  Default.  For the  avoidance  of doubt,  the  occurrence  of any event
described in clauses (i), (ii),  (iv),  (v),  (vii),  (viii) or (ix) above shall
immediately constitute an Event of Default and there shall be no cure period.

         B. Definition of Default Amount.  The "Default  Amount" with respect to
this Warrant means an amount equal to the greater of:

                  (i)            A                 X    M
                          ------------------
                                EP
and

                  (ii) The sum of (x) the  product  of (I) one  hundred  percent
(100%)  divided by the  Exercise  Percentage  in effect on the date on which the
Corporation  receives the Default  Notice,  times (II) the  outstanding  Prepaid
Amount hereof on the date on which the Corporation receives the

                                      -12-

<PAGE>
Default  Notices,  plus (y) all unpaid Exercise  Default Payments owing (if any)
with respect thereto through the date of payment of the Default Amount.

where:

         "A" means the outstanding Prepaid Amount of this Warrant on the date on
which the  Corporation  receives  the Default  Notice  plus all unpaid  Exercise
Default Payments owing (if any) with respect thereto through the date of payment
of the Default Amount;

         "EP"  means  the  Exercise  Price in  effect  on the date on which  the
Corporation receives the Default Notice; and

         "M" means (i) with respect to all Events of Default other than an Event
of Default specified in Article VI.A(v) hereof, the highest Closing Bid Price of
the Corporation's  Common Stock during the period beginning on the date on which
the Corporation  receives the Default Notice and ending on the date  immediately
preceding the date of payment of the Default  Amount and (ii) with respect to an
Event of Default  specified in Article  VI.A(v)  hereof,  the greater of (a) the
amount  determined  pursuant  to clause (i) of this  definition  or (b) the fair
market  value,  as of the date on which the  Corporation  receives  the  Default
Notice,  of the  consideration  payable to the holder of a share of Common Stock
pursuant to the transaction which triggers the Event of Default. For purposes of
this  definition,  "fair market  value"  shall be  determined  by an  investment
banking  firm  selected by the  Corporation  and  reasonably  acceptable  to the
Majority  Holders,  with  the  costs  of  such  appraisal  to be  borne  by  the
Corporation.

         C. Failure to Pay Default Amount.  If the Corporation  fails to pay the
Default  Amount  within  five  (5)  business  days of its  receipt  of a  notice
requiring  such  payment  (a  "Default  Notice"),  then the  Holder (i) shall be
entitled  to  interest  on the  Default  Amount at a per annum rate equal to the
lower of  twenty-four  percent (24%) and the highest  interest rate permitted by
applicable  law from the date on which  the  Corporation  receives  the  Default
Notice until the date of payment of the Default Amount hereunder, and (ii) shall
have the right,  at any time and from time to time, to require the  Corporation,
upon written  notice,  to immediately  convert (in accordance  with the terms of
Paragraph  A of Article  II) all or any  portion  of the  Default  Amount,  plus
interest as aforesaid,  into shares of Common Stock at the lowest Exercise Price
in effect  during  the  period  beginning  on the date on which the  Corporation
receives the Default  Notice and ending on the Exercise Date with respect to the
conversion of such Default  Amount.  In the event the Corporation is not able to
pay all amounts due and payable with respect to all Prepaid  Warrants subject to
Default Notices,  the Corporation shall pay the Holders of such Prepaid Warrants
which are the subject of Default  Notices  such  amounts pro rata,  based on the
total amounts  payable to each such Holder relative to the total amounts payable
to all such Holders.


                                      -13-

<PAGE>
                                   ARTICLE VII

                        ADJUSTMENTS TO THE EXERCISE PRICE

         The Exercise Price shall be subject to adjustment  from time to time as
follows:

         A. Stock Splits, Stock Dividends,  Etc. If, at any time on or after the
First  Closing  Date,  the  number of  outstanding  shares  of  Common  Stock is
increased by a stock split,  stock dividend,  combination,  reclassification  or
other similar event, the Fixed Exercise Price shall be proportionately  reduced,
or if the number of outstanding shares of Common Stock is decreased by a reverse
stock split,  combination or reclassification of shares, or other similar event,
the Fixed Exercise Price shall be proportionately  increased. In such event, the
Corporation shall notify the  Corporation's  transfer agent of such change on or
before the effective date thereof.

         B. Adjustment Due to Merger, Consolidation,  Etc. If, at any time after
the First Closing Date, there shall be (i) any reclassification or change of the
outstanding  shares of Common Stock  (other than a change in par value,  or from
par value to no par value,  or from no par value to par value, or as a result of
a  subdivision  or  combination),  (ii)  any  consolidation  or  merger  of  the
Corporation with any other entity (other than a migratory merger effected solely
for the purpose of changing the jurisdiction of incorporation of the Corporation
and other than a merger in which the  Corporation is the surviving or continuing
entity  and its  authorized  capital  stock  is  unchanged),  (iii)  any sale or
transfer of all or  substantially  all of the assets of the  Corporation or (iv)
any share  exchange  pursuant to which all of the  outstanding  shares of Common
Stock are converted into other  securities or property (each of (i) - (iv) above
being a "Corporate Change"), then the Holders shall thereafter have the right to
receive upon exercise  hereof,  in lieu of the shares of Common Stock  otherwise
issuable,  such shares of stock,  securities and/or other property as would have
been issued or payable in such  Corporate  Change with respect to or in exchange
for the number of shares of Common  Stock  which would have been  issuable  upon
exercise hereof  (without giving effect to the limitations  contained in Article
II.C.)  had such  Corporate  Change  not  taken  place,  and in any  such  case,
appropriate provisions shall be made with respect to the rights and interests of
Holder to the end that the provisions  hereof  (including,  without  limitation,
provisions  for  adjustment of the Exercise Price and of the number of shares of
Common  Stock  issuable  upon  exercise of this  Warrant)  shall  thereafter  be
applicable,  as nearly as may be  practicable in relation to any shares of stock
or securities thereafter  deliverable upon the exercise thereof. The Corporation
shall not effect any  Corporate  Change  unless (i) Holder has received  written
notice of such transaction at least seventy-five (75) days prior thereto, but in
no  event  later  than  twenty  (20)  days  prior  to the  record  date  for the
determination of stockholders  entitled to vote with respect  thereto,  and (ii)
the resulting successor or acquiring entity (if not the Corporation)  assumes by
written  instrument the obligations of the Corporation  under this Warrant.  The
above  provisions shall apply regardless of whether or not there would have been
a  sufficient  number of shares of Common Stock  authorized  and  available  for
issuance upon  exercise of the Prepaid  Warrants  outstanding  as of the date of
such  transaction,  and shall similarly  apply to successive  reclassifications,
consolidations, mergers, sales, transfers or share exchanges.

                                      -14-

<PAGE>
         C. Adjustment Due to Major  Announcement.  In the event the Corporation
at any time after the First Closing Date (i) makes a public announcement that it
intends to  consolidate  or merge with any other entity  (other than a migratory
merger  effected  solely  for  the  purpose  of  changing  the  jurisdiction  of
incorporation  of  the  Corporation  and  other  than  a  merger  in  which  the
Corporation  is the  surviving  or  continuing  entity and its capital  stock is
unchanged) or to sell or transfer all or substantially  all of the assets of the
Corporation  or (ii) any person,  group or entity  (including  the  Corporation)
publicly  announces a tender offer,  exchange  offer or another  transaction  to
purchase 50% or more of the  Corporation's  Common  Stock or otherwise  publicly
announces  an  intention  to replace a majority  of the  Corporation's  Board of
Directors by waging a proxy battle or  otherwise  (the date of the  announcement
referred to in clause (i) or (ii) of this Paragraph C is hereinafter referred to
as the "Announcement  Date"), then the Exercise Price shall,  effective upon the
Announcement  Date and continuing  through the sixth (6th) trading day following
the earlier of the  consummation  of the proposed  transaction  or tender offer,
exchange  offer or  another  transaction  or the  Abandonment  Date (as  defined
below),  be equal to the lower of (x) the  Exercise  Price which would have been
applicable  for an  exercise  occurring  on the  Announcement  Date  and (y) the
Exercise Price  determined in accordance  with Article I.E. on the Exercise Date
set forth in the applicable  Notice of Exercise.  From and after the sixth (6th)
trading  day  following  the  Abandonment  Date,  the  Exercise  Price  shall be
determined as set forth in Article I.E. "Abandonment Date" means with respect to
any proposed transaction or tender offer,  exchange offer or another transaction
for which a public  announcement  as  contemplated  by this Paragraph C has been
made, the date upon which the  Corporation  (in the case of clause (i) above) or
the  person,  group  or  entity  (in the case of  clause  (ii)  above)  publicly
announces the  termination or abandonment of the proposed  transaction or tender
offer,  exchange offer or another  transaction  which caused this Paragraph C to
become operative.

         D.  Adjustment  Due to  Distribution.  If, at any time  after the First
Closing Date,  the  Corporation  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,  by way of return of capital or otherwise  (including any
dividend or distribution to the Corporation's shareholders in cash or shares (or
rights to acquire shares) of capital stock of a subsidiary (i.e. a spin-off)) (a
"Distribution"),  then  Holder  shall be  entitled,  upon any  exercise  of this
Warrant after the date of record for determining  stockholders  entitled to such
Distribution, to receive the amount of such assets which would have been payable
to Holder with respect to the shares of Common Stock issuable upon such exercise
(without giving effect to the limitations contained in Article II.C.) had Holder
been the  holder  of such  shares  of Common  Stock on the  record  date for the
determination of stockholders entitled to such Distribution.

         E. Issuance of Other Securities With Variable  Conversion Price. If, at
any time  after  the  First  Closing  Date,  the  Corporation  shall  issue  any
securities   which  are  convertible  into  or  exchangeable  for  Common  Stock
("Convertible  Securities") at a conversion or exchange rate based on a discount
to the market price of the Common Stock at the time of  conversion  or exercise,
then the Exercise  Percentage  in respect of any exercise of any portion of this
Warrant  after such  issuance  shall be  calculated  utilizing the higher of the
greatest discount applicable to any such Convertible

                                      -15-

<PAGE>
Securities  and the  difference  between  one  hundred  percent  (100%)  and the
Exercise Percentage then in effect.

         F. Purchase  Rights.  If, at any time after the First Closing Date, the
Corporation  issues any  Convertible  Securities  or rights to  purchase  stock,
warrants,  securities or other property (the "Purchase  Rights") pro rata to the
record  holders of any class of Common  Stock,  then  Holder will be entitled to
acquire,  upon the terms  applicable  to such  Purchase  Rights,  the  aggregate
Purchase  Rights which Holder could have  acquired if Holder had held the number
of shares of Common  Stock  acquirable  upon  complete  exercise of this Warrant
(without  giving  effect  to  the   limitations   contained  in  Article  II.C.)
immediately  before the date on which a record is taken for the grant,  issuance
or sale of such Purchase Rights,  or, if no such record is taken, the date as of
which the record  holders of Common  Stock are to be  determined  for the grant,
issue or sale of such Purchase Rights.

         G. Notice of  Adjustments.  Upon the  occurrence of each  adjustment or
readjustment   of  the  Exercise   Price  pursuant  to  this  Article  VII,  the
Corporation,   at  its  expense,  shall  promptly  compute  such  adjustment  or
readjustment and prepare and furnish to Holder a certificate  setting forth such
adjustment  or  readjustment  and  showing  in detail  the facts upon which such
adjustment or readjustment is based.  The  Corporation  shall,  upon the written
request at any time of  Holder,  furnish  to Holder a like  certificate  setting
forth (i) such adjustment or  readjustment,  (ii) the Exercise Price at the time
in effect and (iii) the number of shares of Common Stock and the amount, if any,
of  other  securities  or  property  which at the time  would be  received  upon
exercise of this Warrant.


                                  ARTICLE VIII

                                  MISCELLANEOUS

         A. Failure or Indulgency Not Waiver. No failure or delay on the part of
the Holder in the  exercise of any power,  right or  privilege  hereunder  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such power,  right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.

         B. Notices.  Any notice herein  required or permitted to be given shall
be in writing and may be personally  served or delivered by courier and shall be
deemed to have been given upon  receipt  (which  shall  include  telephone  line
facsimile transmission). The addresses for such communications shall be:


                                      -16-

<PAGE>
                  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 Corporation.

         C.  Amendment  Provision.  Except as otherwise  provided  herein,  this
Warrant and any provision hereof may only be amended by an instrument in writing
signed by the Corporation and the Majority  Holders.  The term "Warrant" and all
references  thereto,  as  used  throughout  this  instrument,  shall  mean  this
instrument as originally executed, or if later amended or supplemented,  then as
so amended or supplemented.

         D.  Assignability.  This Warrant shall be binding upon the  Corporation
and its  successors and assigns and shall inure to the benefit of the Holder and
its successors and assigns.

         E.  Governing  Law.  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  in the  State of New  York.  The  Corporation  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 Corporation  irrevocably waives the defense of an inconvenient forum
to the maintenance of such suit or proceeding.  The  Corporation  further agrees
that service of process upon the Corporation mailed by first class mail shall be
deemed in every respect effective service of process upon the Corporation in any
such suit or  proceeding.  Nothing  herein shall affect  Holder's right to serve
process in any other  manner  permitted by law.  The  Corporation  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.

                                      -17-

<PAGE>
         F.  Denominations.  At the request of Holder,  upon  surrender  of this
Warrant,  the  Corporation  shall  promptly  issue new Warrants in the aggregate
outstanding  Prepaid Amount hereof, in the form hereof, in such denominations as
Holder shall request.

         G. Lost or Stolen  Warrants.  Upon  receipt by the  Corporation  of (i)
evidence of the loss, theft,  destruction or mutilation of this Warrant and (ii)
(y) in the case of loss,  theft  or  destruction,  of  indemnity  and  affidavit
reasonably  satisfactory to the  Corporation,  or (z) in the case of mutilation,
upon surrender and cancellation of this Warrant,  the Corporation  shall execute
and deliver new Warrants,  in the form hereof,  in such  denominations as Holder
may request.  However,  the  Corporation  shall not be obligated to reissue such
lost or stolen Warrants if Holder contemporaneously  requests the Corporation to
exercise this Warrant.

         H. Allocation of Cap Amount and Reserved Amount. The initial Cap Amount
and Reserved  Amount  shall be  allocated  pro rata among the Holders of Prepaid
Warrants based on the aggregate Prepaid Amount of the Prepaid Warrants issued to
each Holder.  Each  increase to the Cap Amount and the Reserved  Amount shall be
allocated pro rata among the Holders of Prepaid  Warrants based on the aggregate
Prepaid  Amount of the Prepaid  Warrants  held by each Holder at the time of the
increase in the Cap Amount or Reserved Amount.  In the event a Holder shall sell
or otherwise  transfer any of such Holder's  Prepaid  Warrants,  each transferee
shall be  allocated  a pro rata  portion  of such  transferor's  Cap  Amount and
Reserved Amount.  Any portion of the Cap Amount or Reserved Amount which remains
allocated to any person or entity which does not hold any Prepaid Warrants shall
be allocated to the remaining  Holders of Prepaid Warrants pro rata based on the
aggregate Prepaid Amount of the Prepaid Warrants then held by such Holders.

         I. Quarterly  Statements of Available  Shares.  The  Corporation  shall
deliver (or cause its  transfer  agent to  deliver)  to Holder a written  report
notifying  Holder of any occurrence which prohibits the Corporation from issuing
Common  Stock upon any exercise of Prepaid  Warrants.  The  Corporation  (or its
transfer  agent) shall also provide,  within fifteen (15) days after delivery to
the  Corporation  of a  written  request  by any  Holder,  any of the  following
information as of the date of such request:  (i) the total  outstanding  Prepaid
Amount of all Prepaid Warrants,  (ii) the total number of shares of Common Stock
issued upon all exercises of all Prepaid  Warrants prior to such date, (iii) the
total number of shares of Common  Stock which are  reserved  for  issuance  upon
exercise of the Prepaid Warrants which are then outstanding,  and (iv) the total
number  of  shares  of  Common  Stock  which  may  thereafter  be  issued by the
Corporation upon exercise of the Prepaid  Warrants before the Corporation  would
exceed the Reserved Amount and the Cap Amount.

         J. Payment of Cash;  Defaults.  Whenever the Corporation is required to
make any cash  payment to Holder  under this  Warrant  (as an  Exercise  Default
Payment or otherwise), such cash payment shall be made to Holder within five (5)
business days after delivery by Holder of a notice specifying that Holder elects
to receive such payment in cash and the method (e.g.,  by check,  wire transfer)
in which such payment  should be made. If such payment is not  delivered  within
such five (5)  business  day  period,  Holder  shall  thereafter  be entitled to
interest on the unpaid amount at a per

                                      -18-

<PAGE>
annum  rate  equal to the lower of  twenty-four  percent  (24%) and the  highest
interest rate  permitted by applicable  law until such amount is paid in full to
Holder.

         K.  Restrictions  on Shares.  The shares of Common Stock  issuable upon
exercise of this  Warrant may not be sold or  transferred  unless (i) they first
shall  have  been  registered  under the  Securities  Act and  applicable  state
securities laws, (ii) the Corporation  shall have been furnished with an opinion
of legal counsel (in form,  substance  and scope  customary for opinions in such
circumstances)  to the  effect  that such sale or  transfer  is exempt  from the
registration  requirements  of the  Securities  Act or (iii) they are sold under
Rule 144 under the Act. Except as otherwise provided in the Securities  Purchase
Agreement, each certificate for shares of Common Stock issuable upon exercise of
this Warrant that have not been so registered  and that have not been sold under
an  exemption  that  permits  removal  of  the  legend,   shall  bear  a  legend
substantially in the following form, as appropriate:

         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,  SOLD OR
         TRANSFERRED  IN  THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
         STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS
         UNLESS  OFFERED,  SOLD  OR  TRANSFERRED  UNDER  AN  AVAILABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

Upon the request of a holder of a certificate  representing any shares of Common
Stock issuable upon exercise of this Warrant,  the Corporation  shall remove the
foregoing legend from the certificate and issue to such holder a new certificate
therefor free of any transfer legend, if (i) with such request,  the Corporation
shall have  received  either (A) an opinion of counsel,  in form,  substance and
scope customary for opinions in such circumstances,  to the effect that any such
legend may be removed from such certificate, or (B) satisfactory representations
from Holder that Holder is eligible to sell such security under Rule 144 or (ii)
a  registration  statement  under the Securities Act covering the resale of such
securities  is  in  effect.   Nothing  in  this  Warrant  shall  (i)  limit  the
Corporation's obligation under the Registration Rights Agreement, or (ii) affect
in any way Holder's  obligations to comply with applicable  securities laws upon
the resale of the securities referred to herein.

        L. Status as  Warrantholder.  Upon submission of a Notice of Exercise by
Holder,  the  Prepaid  Amount of this  Warrant  (other  than any portion of this
Warrant,  if any, which cannot be exercised  because the exercise  thereof would
exceed Holder's allocated portion of the Reserved Amount or Cap Amount) shall be
deemed exercised for shares of Common Stock as of the Exercise Date and Holder's
rights as a holder of this Warrant shall cease and terminate, excepting only the
right to  receive  certificates  for such  shares  of  Common  Stock  and to any
remedies  provided  herein or otherwise  available at law or in equity to Holder
because  of a  failure  by the  Corporation  to  comply  with the  terms of this
Warrant.

PHIL1\112034-6
                                                          -19-

<PAGE>



Notwithstanding the foregoing,  if Holder has not received  certificates for all
shares  of  Common  Stock  prior to the  tenth  (10th)  business  day  after the
expiration  of the  Delivery  Period with respect to an exercise for any reason,
then (unless Holder  otherwise elects to retain its status as a holder of Common
Stock by so notifying the Corporation) the portion of the Prepaid Amount subject
to such  exercise  shall  be  deemed  outstanding  under  this  Warrant  and the
Corporation shall, as soon as practicable, return this Warrant to Holder. In all
cases,  Holder shall retain all of its rights and remedies  (including,  without
limitation,  (i) the right to receive  Exercise  Default  Payments  pursuant  to
Article IV.A to the extent  required  thereby for such Exercise  Default and any
subsequent  Exercise  Default and (ii) the right to have the Exercise Price with
respect to subsequent  exercises determined in accordance with Article IV.B) for
the Corporation's failure to honor the exercise of this Warrant.

        M. Remedies  Cumulative.  The remedies provided in this Warrant shall be
cumulative and in addition to all other remedies  available  under this Warrant,
at law or in equity  (including  a decree of specific  performance  and/or other
injunctive  relief),  no  remedy  contained  herein  shall be deemed a waiver of
compliance  giving rise to such remedy and nothing  herein shall limit  Holder's
right to pursue actual damages for any failure by the Corporation to comply with
the terms of this Warrant.  The Corporation  acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the Holder and that the
remedy at law for any such breach may be inadequate.  The Corporation  therefore
agrees, in the event of any such breach or threatened  breach,  the Holder shall
be  entitled,  in addition to all other  available  remedies,  to an  injunction
restraining  any breach,  without the  necessity  of showing  economic  loss and
without any bond or other security being required.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -20-

<PAGE>



        IN WITNESS WHEREOF, the Corporation has caused this Warrant to be signed
by its duly authorized officer.


                                         THE NETPLEX GROUP, INC.


                                         By:____________________________________
                                            Name:
                                            Title:


                                      -21-

<PAGE>
                                                                       Exhibit 1
                               NOTICE OF EXERCISE

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  elects to exercise  $____________  of the
Prepaid  Amount of this  Warrant  (the  "Exercise")  into shares of common stock
("Common Stock") of The Netplex Group, Inc. (the "Corporation") according to the
conditions  of the Prepaid  Common Stock  Purchase  Warrant dated April __, 1998
(the "Warrant"), as of the date written below. If securities are to be issued in
the name of a person other than the  undersigned,  the undersigned  will pay all
transfer  taxes  payable  with  respect  thereto.  No fee will be charged to the
holder  for any  Exercise,  except  for  transfer  taxes,  if any. A copy of the
Warrant is attached hereto (or evidence of loss, theft or destruction thereof).

If the  Corporation's  transfer agent is  participating  in the Depository Trust
Company  ("DTC") Fast Automated  Securities  Transfer  program,  the Corporation
shall electronically  transmit the Common Stock issuable pursuant to this Notice
of  Exercise  to  the  account  of the  undersigned  or its  nominee  (which  is
________________)  with DTC  through  its Deposit  Withdrawal  Agent  Commission
System  ("DTC  Transfer").   If  the  Corporation's   transfer  agent  does  not
participate  in the DTC program as  aforementioned,  or if Holder checks the box
set forth below, the Corporation  shall deliver to Holder physical  certificates
representing the Common Stock issuable upon exercise of the Warrant.

The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities  issuable to the undersigned upon exercise of this
Warrant  shall be made  pursuant to  registration  of the Common Stock under the
Securities Act or pursuant to an exemption from registration under the Act.

In the event of partial exercise,  please reissue an appropriate  Warrant(s) for
the portion of the Prepaid Amount which shall not have been exercised.

Check Box if Applicable:

|_|     In lieu of  receiving  the shares of Common Stock  issuable  pursuant to
        this Notice of Exercise by way of DTC Transfer,  the undersigned  hereby
        requests  that the  Corporation  issue and  deliver  to the  undersigned
        physical certificates representing such shares of Common Stock.


                                           Date of Exercise:

                           Applicable Exercise Price:

                   Portion of Prepaid Amount to be exercised:

                           Amount of Exercise Default
                        Payments to be exercised, if any:

                                           Number of Shares of
                           Common Stock to be Issued:

                                           Signature:

                                           Name:

                                           Address: