Ex-4.4
                                                                       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

March ___, 2000                           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. 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 Second Closing Date                              100%

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


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         On or after the 151st day following
         the Second Closing Date and before
         the 211th day following the Second
         Closing Date                                          75%

         On or after the 211th day following
         the Second 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. "Second Closing Date" means the date of the Second Closing under the
Securities Purchase Agreement.

      G. "Fixed Exercise Price" means $10.00 (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 than 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.


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                                   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.


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            (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):

(ii)     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") (19.99% of the total shares
outstanding on the Second 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.


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<PAGE>

(iii)
(iv)     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 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. Notwithstanding the foregoing,
Zanett may, by providing written notice to the Company, (xx) adjust the
restrictions set forth in this paragraph so that the limitations on beneficial
ownership of 4.99% of the outstanding shares of Common Stock referred to above
shall not be applicable to Zanett, which adjustment shall not take effect until
the 61st day after the date of such notice and (yy) irrevocably waive the right
to deliver a waiver in accordance with clause (x) of this sentence; provided,
however, that if such adjustment would result in beneficial ownership greater
than 9.99% of Trucking Shares or Professional Shares, as the case may be, by
Zanett and its affiliates than such adjustment shall not take effect until the
75th day after the date of such notice.
(v)

                                   ARTICLE III

                      RESERVATION OF SHARES OF COMMON STOCK

      A. Reserved Amount. On the Second Closing Date, the Corporation shall have
reserved 300,000 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 Second Closing Date) 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") 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 the date hereof,
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


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<PAGE>

Stock issuable upon the full exercise of all Prepaid Warrants issued or issuable
pursuant to the Securities 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:


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                   (.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;

      "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


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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 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.


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                                    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 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).


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                                   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 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;

(i)         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;
(ii)
(iii)       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);
(iv)
(v)         the Corporation shall:
(vi)
(b)         sell, convey or dispose of all or substantially all of its assets;
(c)
(d)         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


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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
(e)
(f)         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);
(g)
(h) (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;
(i)
(j) (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);
(k)
(l) (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
(m)
(n) (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.);
(o)
(p)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,


                                       12
<PAGE>

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

(t)              (i)           A            X     M
(u)                   -------------------
(v) and                         EP
(w)
(x) (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 Default Notices, plus (y) all
unpaid Exercise Default Payments owing (if any) with respect thereto through the
date of payment of the Default Amount.
(y)
(z) where:
(aa)
(bb)        "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;
(cc)
(dd)  "EP" means the Exercise Price in effect on the date on which the
Corporation receives the Default Notice; and
(ee)
(ff)        "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


                                       13
<PAGE>

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.
(gg)
(hh)        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. (ii)

                                   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
Second 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
Second 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


                                       14
<PAGE>

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.

      C. Adjustment Due to Major Announcement. In the event the Corporation at
any time after the Second 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


                                       15
<PAGE>

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 Second
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 Second 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 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 Second 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,


                                       16
<PAGE>

(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:

         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:

               Venable Baetjer Howard & Civiletti
               1615 L Street, NW, Suite 400
               Washington, DC 20036
               Telecopy: (202) 429-3231
               Attn: Wallace Christner

      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


                                       17
<PAGE>

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.

      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


                                       18
<PAGE>

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 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


                                       19
<PAGE>

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. 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: /s/ GENE F. ZAINO
                                           -------------------------------------
                                                Name: GENE F. ZAINO
                                                Title: CHAIRMAN & CEO


                                       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 March ____, 2000
(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:
                                         ---------------------------------------

<PAGE>

                               Name:
                                    --------------------------------------------
                               Address:
                                       -----------------------------------------