ALPHANET SOLUTIONS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

                                 I. DEFINITIONS

         ACCOUNT means the Employee Stock Purchase Plan Account established for
a Participant under Section IX hereunder.

         BOARD OF DIRECTORS shall mean the Board of Directors of the Company.

         CODE shall mean the Internal Revenue Code of 1986, as amended.

         COMMITTEE shall mean the Stock Purchase Plan Committee appointed and
acting in accordance with the terms of the Plan.

         COMMON STOCK shall mean shares of the Company's Common Stock, par value
$.01 per share, and any security into which such stock shall be converted or
shall become by reason of changes in its nature such as by way of
recapitalization, reclassification, changes in par value, merger, consolidation
or similar transaction.

         COMPANY shall mean AlphaNet Solutions, Inc., a New Jersey corporation.
When used in the Plan with reference to employment, Company shall include
Subsidiaries.

         COMPENSATION shall mean the total taxable cash compensation paid to an
Eligible Employee by the Company, as reportable on IRS Form W-2.

         EFFECTIVE DATE shall mean January 1, 1998.

         ELIGIBLE EMPLOYEES shall mean only those persons who, as of the first
day of a Purchase Period, are Employees and who are not, as of the day preceding
the first day of the Purchase Period, deemed for purposes of Section 423(b)(3)
of the Code to own stock possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company.

         EMPLOYEES shall mean all persons who are employed by the Company as
common-law employees, excluding persons (i) whose customary employment is 20
hours or less per week, or (ii) whose customary employment is for not more than
five months in a calendar year.

         EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as
amended.

         EXERCISE DATE shall mean the last day of a Purchase Period.

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         FAIR MARKET VALUE shall mean as of any date: (i) the average of the
closing bid and asked prices on such date of the Common Stock as quoted by
Nasdaq; or (ii), as the case may be, the last reported sales price of the Common
Stock on such date as reported by the Nasdaq National Market or the principal
national securities exchange on which such stock is listed and traded, or in
each such case where there is no trading on such date, on the first previous
date on which there is such trading.

         PARTICIPANT shall mean an Eligible Employee who elects to participate
in the Plan under Section VII hereunder.

         PLAN shall mean the AlphaNet Solutions, Inc. Employee Stock Purchase
Plan, as set forth herein and as amended from time to time.

         PURCHASE PERIOD shall mean (a) for 1998, the period commencing on the
Effective Date and ending on June 30, 1998; and (b) thereafter, a period of six
calendar months or one calendar year, in each case as elected by the Committee
not less than 60 days in advance of the commencement of such period. A Purchase
Period shall begin on the first business day of, and end on the last business
day of, each such calendar period. In the absence of any such election, Purchase
Periods subsequent to the first period shall be for six months each. The last
Purchase Period under the Plan shall terminate on or before the date of
termination of the Plan provided in Section XXIII.

         SUBSIDIARY  shall mean any corporation which is a subsidiary of the
Company within the meaning of Section 425(f) of the Code.

         TERMINATION OF SERVICE shall mean the earliest of the following events
with respect to a Participant: his retirement, death, quit, discharge or
permanent separation from service with the Company.

         The masculine gender includes the feminine, the singular number
includes the plural and the plural number includes the singular unless the
context otherwise requires.

                                   II. PURPOSE

         It is the purpose of this Plan to provide a means whereby Eligible
Employees may purchase Common Stock through payroll deductions. It is intended
to provide a further incentive for Employees to promote the best interests of
the Company and to encourage stock ownership by Employees in order to
participate in the Company's economic progress.

         It is the intention of the Company to have the Plan qualify as an
"employee stock purchase plan" within the meaning of Section 423 of the Code and
the provisions of the Plan shall be construed in a manner consistent with the
Code.

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                               III. ADMINISTRATION

         The Plan shall be administered by a Committee selected by the Board of
Directors from among its members, which shall consist of not less than two
members. The Committee shall have authority to make rules and regulations for
the administration of the Plan, and its interpretation and decisions with regard
thereto shall be final and conclusive. The Committee shall have all necessary
authority to communicate, from time to time, through the Company's management,
with Eligible Employees and Participants for purposes of administering the Plan,
and shall notify Eligible Employees promptly of its election of the term of each
forthcoming Purchase Period, if other than a six months period, and of its
election to utilize the Trust Administration Option referred to in Section IX.

                                   IV. SHARES

         There shall be Five Hundred Thousand (500,000) shares of Common Stock
reserved for issuance to and purchase by Participants under the Plan, subject to
adjustment in accordance with Section XXI hereof. The shares of Common Stock
subject to the Plan shall be either shares of authorized but unissued Common
Stock or shares of Common Stock reacquired by the Company. Shares of Common
Stock involved in any unexercised portion of any terminated option may again be
subject to options to purchase granted under the Plan.

                                V. PURCHASE PRICE

         The purchase price per share of the shares of Common Stock sold to
Participants under this Plan for any Purchase Period shall be the lesser of (a)
85% of the Fair Market Value of a share of Common Stock on the first day of such
Purchase Period, or (b) 85% of the Fair Market Value of a share of Common Stock
on the Exercise Date of such Purchase Period.

                     VI. GRANT OF OPTION TO PURCHASE SHARES

         Each Eligible Employee shall be granted an option effective on the
first day of each Purchase Period to purchase a number of full shares of Common
Stock (subject to adjustment as provided in Section XXI). The maximum number of
shares an Eligible Employee shall be eligible to purchase for any Purchase
Period is $25,000 ($12,500 for a Purchase Period of six months) divided by 100%
of the Fair Market Value of a share of Common Stock on the first day of the
Purchase Period.

         Anything herein to the contrary notwithstanding, if, as of the first
day of a Purchase Period, any Eligible Employee entitled to purchase shares
hereunder would be deemed for the purposes of Section 423(b)(3) of the Code to
own stock (including any number of shares which such person would be entitled to
purchase hereunder) possessing 5% or more of the total

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combined voting power or value of all classes of stock of the Company, the
maximum number of shares which such person shall be entitled to purchase
pursuant to the Plan shall be reduced to that number which when added to the
number of shares of stock of the Company which such person is so deemed to own
(excluding any number of shares which such person would be entitled to purchase
hereunder), is one less than such 5%.

                          VII. ELECTION TO PARTICIPATE

         An Eligible Employee may elect to become a Participant in this Plan by
completing a "Stock Purchase Agreement" form prior to the first day of the
Purchase Period. In the Stock Purchase Agreement, the Eligible Employee shall
authorize regular payroll deductions from his Compensation subject to the
limitations in Section VIII below. Options granted to Eligible Employees who
fail to authorize payroll deductions will automatically lapse. If a
Participant's payroll deductions allow him to purchase fewer than the maximum
number of shares of Common Stock to which his option entitles him, the option
with respect to the shares which he does not purchase will lapse as of the last
day of the Purchase Period.

         The execution and delivery of the Stock Purchase Agreement as between
the Participant and the Company shall be conditioned upon the compliance by the
Company at such time with Federal (and any applicable state) securities laws.

                            VIII. PAYROLL DEDUCTIONS

         An Eligible Employee may authorize payroll deductions from his
Compensation for each payroll period of a specified percentage of such
Compensation, not less than 1% and not more than 10%, in multiples of 1%. The
maximum payroll deduction permitted for an Eligible Employee for any Purchase
Period shall be no greater than $15,000 ($7,500.00 for a Purchase Period of six
months).

         The amount of payroll deduction shall be established at the beginning
of a Purchase Period and may not be altered, except for complete discontinuance
under Section XI, XIII or XIV hereunder.

                       IX. EMPLOYEE STOCK PURCHASE ACCOUNT
                         AND TRUST ADMINISTRATION OPTION

         An Employee Stock Purchase Account will be established for each
Participant in the Plan. Payroll deductions made under Section VIII will be
credited to the individual Accounts. In the event the Committee determines with
respect to any Purchase Period, not to utilize the "Trust Administration Option"
set forth in the next paragraph, no interest or other earnings will be credited
to a Participant's Account.

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         With respect to any one or more Purchase Periods, the Committee may
elect to utilize, in addition to the separate accounting for payroll deductions
provided in the Plan, the option to administer the funding of the Accounts
through a trust established pursuant to a trust agreement between the Company
and an institution exercising fiduciary powers (the "Trust Administration
Option") as hereinafter set forth in this paragraph. The Company shall provide
for the funding of each Account on a regular basis during each Purchase Period
reflecting payroll deductions of Participants and shall cause such sums to be
deposited within 15 days following such deductions in a trust account at such
institution and upon such terms as are established by the Committee. The trust
account assets shall be invested in shares of a tax-exempt money-market
registered investment company designated in the trust agreement, which
designation shall not be changed during the Purchase Period. Assets deposited in
the aforesaid trust account shall be commingled, but a separate accounting shall
be kept for each Participant's interest therein. Each Participant shall be
credited with his allocable share of the earnings of the trust account, which
credits shall be reflected in each Participant's Account balance hereunder. At
all times, the funds in such trust account shall be considered the property of
the respective Participants, and no part of the trust account assets may at any
time revert to, or be subject to any lien or claim of, the Company; PROVIDED,
HOWEVER, that such trust account assets may be used only for the purchase of
shares as provided in Section X hereof, or payment of any administrative charges
under the Trust Administration Option, or for withdrawal by or return to
Participants (or their beneficiaries) as provided in Sections XI, XIII or XXIII
hereof.

                              X. PURCHASE OF SHARES

         If, as of any Exercise Date, there is credited to the Account of a
Participant an amount at least equal to the purchase price of one share of
Common Stock for the current Purchase Period, as determined in Section V, the
Participant shall buy and the Company shall sell at such price the largest
number of whole shares of Common Stock which can be purchased with the amount in
his Account.

         Any balance remaining in a Participant's Account at the end of a
Purchase Period will be carried forward into the Participant's Account for the
following Purchase Period. In no event will the balance carried forward be equal
to or exceed the purchase price of one share of Common Stock as determined in
Section V above. Notwithstanding the foregoing provisions of this paragraph, if
as of any Exercise Date the provisions of Section XV are applicable to the
Purchase Period ending on such Exercise Date, and the Committee reduces the
number of shares which would otherwise be purchased by Participants on such
Exercise Date, the entire balance remaining credited to the Account of each
Participant after the purchase of the applicable number of shares of Common
Stock on such Exercise Date shall be refunded to each such Participant. Except
with respect to a Purchase Period for which the Trust Administration Option has
been elected, no refund of an Account balance made pursuant to the Plan shall
include any amount in respect of interest or other imputed earnings.

         Anything herein to the contrary notwithstanding, no Participant may, in
any calendar year, purchase a number of shares of Common Stock under this Plan
which, together with all

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other shares of stock of the Company and its Subsidiaries which he may be
entitled to purchase in such year under all other employee stock purchase plans
of the Company and its subsidiaries which meet the requirements of Section
423(b) of the Code, have an aggregate Fair Market Value (measured as of the
first day of each applicable Purchase Period) in excess of $25,000. The
limitation described in the preceding sentence shall be applied in a manner
consistent with Section 423(b)(8) of the Code.

                                 XI. WITHDRAWAL

         A Participant may withdraw from the Plan at any time prior to the
Exercise Date of a Purchase Period by filing a notice of withdrawal. Upon a
Participant's withdrawal, the payroll deductions shall cease for the next
payroll period and the entire amount credited to his Account shall be refunded
to him. Any Participant who withdraws from the Plan may again become a
Participant hereunder at the start of the next Purchase Period in accordance
with Section VII.

                       XII. ISSUANCE OF STOCK CERTIFICATES

         The shares of Common Stock purchased by a Participant shall, for all
purposes, be deemed to have been issued and sold at the close of business on the
Exercise Date. Prior to that date, none of the rights or privileges of a
stockholder of the Company shall exist with respect to such shares. Stock
certificates shall be registered either in the Participant's name or jointly in
the names of the Participant and his spouse, as the Participant shall designate
in his Stock Purchase Agreement. Such designation may be changed at any time by
filing notice thereof. Certificates representing shares of purchased Common
Stock shall be delivered promptly to the Participant following issuance.

                          XIII. TERMINATION OF SERVICE

         (a) Upon a Participant's Termination of Service for any reason other
than retirement or death, no payroll deduction may be made from any Compensation
due him as of the date of his Termination of Service and the entire balance
credited to his Account shall be automatically refunded to him.

         (b) Upon a Participant's retirement from the Company after age 55, no
payroll deduction shall be made from any Compensation due him as of the date of
his retirement. Such a Participant may, prior to Retirement, elect:

         (1)      to have the entire amount credited to his Account as of the
                  date of his retirement refunded to him, or

         (2)      to have the entire amount credited to his Account held therein
                  and utilized to purchase shares on the Exercise Date as
                  provided in Section X.

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         (c) Upon the death of a Participant, no payroll deduction shall be made
from any Compensation due him at time of death, and the entire balance in the
deceased Participant's Account shall be paid to the Participant's designated
beneficiary, or otherwise to his estate.

                     XIV. TEMPORARY LAYOFF, AUTHORIZED LEAVE
                             OF ABSENCE, DISABILITY

         Payroll deductions shall cease during a period of absence without pay
from work due to a Participant's temporary layoff, authorized leave of absence,
disability or for any other reason. If such Participant shall return to active
service prior to the Exercise Date for the current Purchase Period, payroll
deductions shall be resumed in accordance with his prior authorization.

         If the Participant shall not return to active service prior to the
Exercise Date for the current Purchase Period, the balance of his Stock Purchase
Account will be used to purchase shares on the Exercise Date as provided in
Section X, unless the Participant elects to withdraw from the Plan in accordance
with Section XI.

                 XV. PROCEDURE IF INSUFFICIENT SHARES AVAILABLE

         In the event that on any Exercise Date the aggregate funds available
for the purchase of shares of Common Stock pursuant to Section X hereof would
result in purchases of shares in excess of the number of shares of Common Stock
then available for purchase under the Plan, the Committee shall proportionately
reduce the number of shares which would otherwise be purchased by each
Participant on the Exercise Date in order to eliminate such excess, and the
provisions of the second paragraph of Section X shall apply.

                          XVI. RIGHTS NOT TRANSFERABLE

         The right to purchase shares of Common Stock under this Plan is
exercisable only by the Participant during his lifetime and is not transferable
by him. If a Participant attempts to transfer his right to purchase shares under
the Plan, he shall be deemed to have requested withdrawal from the Plan and the
provisions of Section XI hereof shall apply with respect to such Participant.

                     XVII. NO OBLIGATION TO EXERCISE OPTION

         Granting of an option under this Plan shall impose no obligation on an
Eligible Employee to exercise such option.

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                   XVIII. NO GUARANTEE OF CONTINUED EMPLOYMENT

         Granting of an option under this Plan shall imply no right of continued
employment with the Company for any Eligible Employee.

                                   XIX. NOTICE

         Any notice which an Eligible Employee or Participant files pursuant to
this Plan shall be in writing and shall be delivered personally or by mail
addressed to the Committee, c/o Chief Executive Officer at 7 Ridgedale Avenue,
Cedar Knolls, New Jersey 07927, or such other person or location as may be
specified by the Committee.

                             XX. REPURCHASE OF STOCK

         The Company shall not be required to repurchase from any Participant
shares of Common Stock acquired under this Plan.

               XXI. ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.

         The aggregate number of shares of Common Stock which may be purchased
pursuant to options granted hereunder, the number of shares of Common Stock
covered by each outstanding option, and the purchase price thereof for each such
option shall be appropriately adjusted for any increase or decrease in the
number of outstanding shares of Common Stock resulting from a stock split or
other subdivision or consolidation of shares of Common Stock or for other
capital adjustments or payments of stock dividends or distributions or other
increases or decreases in the outstanding shares of Common Stock affected
without receipt of consideration of the Company.

         Subject to any required action by the stockholders, if the Company
shall be the surviving corporation in any merger, reorganization or other
business combination, any option granted hereunder shall cover the securities or
other property to which a holder of the number of shares of Common Stock would
have been entitled pursuant to the terms of the merger. A dissolution or
liquidation of the Company or a merger or consolidation in which the Company is
not the surviving entity shall cause every option outstanding hereunder to
terminate.

         The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined by the Committee in its sole
discretion. Any such adjustment shall provide for the elimination of any
fractional share which might otherwise become subject to an option.

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                           XXII. AMENDMENT OF THE PLAN

         The Board of Directors may, without the consent of the Participants,
amend the Plan at any time, provided that no such action shall adversely affect
options theretofore granted hereunder, and provided that no such action by the
Board of Directors, without approval of the Company's stockholders, may:

         (a)      increase the total number of shares of Common Stock which may
                  be purchased by all Participants, except as contemplated in
                  Section XXI;

         (b)      change the class of Employees eligible to receive options
                  under the Plan;

         (c)      decrease the minimum purchase price under Section V;

         (d)      extend a Purchase Period hereunder; or

         (e)      extend the term of the Plan.

                             XXIII. TERM OF THE PLAN

         This Plan shall become effective as of the Effective Date upon its
adoption by the Board of Directors, provided that it is approved at a duly-held
meeting of stockholders of the Company, by an affirmative majority of the total
votes present and voting thereat, within 12 months after the earlier of the
Effective Date or the date of adoption by the Board of Directors. If the Plan is
not so approved, no Common Stock shall be purchased under the Plan and the
balance of each Participant's Account shall be promptly returned to the
Participant. The Plan shall continue in effect through the December 31st
following the fourth anniversary of the Effective Date, unless terminated prior
thereto pursuant to Section XV or XXI hereof, or pursuant to the next succeeding
sentence. The Board of Directors shall have the right to terminate the Plan at
any time, effective as of the next succeeding Exercise Date. In the event of the
expiration of the Plan or its termination, outstanding options shall not be
affected, except to the extent provided in Section XV and any remaining balance
credited to the Account of each Participant as of the applicable Exercise Date
shall be refunded to each such Participant.

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