Earn-out Agreement

EARN-OUT AGREEMENT


This Earn-Out Agreement is made as of this 30th day of September, 1998 by and between The Netplex Group, Inc., a New York corporation ("Netplex"), and Applied Intelligence Group, Inc., an Oklahoma corporation ("Seller").


WHEREAS, Seller and Netplex have entered into an Asset Acquisition Agreement dated as of August 31, 1998 and amended September 9, 1998 ("Asset Agreement"); and


WHEREAS, pursuant to the terms of said Asset Agreement, Seller may be entitled to receive from Netplex monetary compensation in addition to that which was paid Seller at the Closing of said Asset Agreement ("Additional Compensation"), and


WHEREAS, pursuant to the terms of said Asset Agreement, Seller may be entitled to an increase in the number of shares of Netplex Class B Preferred Stock received from Netplex ("Additional Preferred Shares"); and


WHEREAS, the parties hereto desire to establish a means and method for determining what amount of Additional Compensation and/or Additional Preferred Shares Seller is entitled to receive as additional consideration for the contemplated sale.


NOW, THEREFORE, the parties hereto, in consideration of the above premises and in consideration of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows:


1. Nature and Purpose of Earn-Out Agreement. This Earn-Out Agreement is
established for the purpose of determining what Additional Compensation
and/or Additional Preferred Shares Seller is entitled to receive
pursuant to the terms of the Asset Agreement and the Additional
Documents executed thereunder. The amount of Additional Compensation
and the Additional Preferred Shares shall be determined and paid as set
forth in this Earn-Out Agreement.


2. Definitions. The following terms as used in this Earn-Out Agreement
shall have the definitions set forth below:


2.1. "AIG" shall mean the division or subsidiary of Netplex which will be
established by Netplex contemporaneously with the Closing to operate a
technical consulting services and solutions business substantially
similar to that operated by Seller prior to the Closing of said Asset
Agreement.


2.2. "Net Profit" shall mean, for each applicable quarter, the earnings of
AIG before interest, taxes, depreciation and amortization (hereinafter
"EBITDA") for that quarter, less any losses from prior quarters
determined after Closing on that same basis, which have not previously
been deducted in arriving at a calculation of Net Profit for purposes
of this Earn-Out Agreement. The parties further agree and understand
that generally accepted accounting principles shall be used by Netplex
during the Earn-out Period for purposes of determining EBITDA for this
Earn-out Agreement.


2.3. "Performance Forecast" shall mean the projected plan agreed to by the
parties hereto for the operation of AIG after the Closing, which is
attached hereto and incorporated herein by reference as Exhibit 1.


2.4. "Earn-Out Period" shall mean that period of time from and after
September 1, 1998 and through and including December 31, 2000.


2.5. Any terms defined in the Asset Agreement used herein and not otherwise
defined in this Earn-Out Agreement shall have the meaning for such term
that is provided in the Asset Agreement.


3. Determination of Earn-Out Amounts.


3.1. Additional Compensation. On or before the 60th day following the
conclusion of each of the next seven (7) calendar quarters, beginning
with the quarter ending September 30, 1998, Netplex shall determine the
Net Profit of AIG for the calendar quarter just ended. For purposes of
this calculation, the parties agree and understand that the quarter
ending September 30, 1998 only includes the month of September, 1998.
The amount of Additional Compensation to which Seller is entitled to
receive for each of said calendar quarters shall be a sum equal to
fifty percent (50%) of the Net Profit for that quarter, provided
however, that the cumulative sum of all of such Additional Compensation
shall not exceed One Million Five Hundred Thousand Dollars
($1,500,000). Netplex shall pay Seller the Additional Compensation
within ten (10) days after the calculation of Additional Compensation
is made for each of such calendar quarters.


3.2. Additional Preferred Shares. If the aggregate Net Profit of AIG for the
ten (10) quarters beginning with the quarter ending September 30, 1998
exceeds $5,000,000, then Netplex, within ten (10) days after the
calculation made pursuant to this paragraph, will issue to Seller or
its designee(s) either (i) additional shares of Netplex Preferred
Stock, (as the same is defined in the Asset Agreement), or (ii) Netplex
Common Stock, at Netplex's option, as is determined by the formula
hereinafter set forth. For purposes of this calculation, the parties
agree and understand that the quarter ending September 30, 1998 only
includes the month of September, 1998. Such determination shall be made
on or before March 1, 2001. The number of such additional shares of
Netplex Preferred Stock shall be calculated in accordance with the
formula below (hereinafter "Additional Preferred Share Calculation"):

[(The sum of the Net Profit for the ten
consecutive quarters defined above, or $9,000,000,
whichever is less) minus $5,000,000] divided by
$4,000,000, the quotient of which is then multiplied
by [the number of shares of Netplex Preferred Stock
issued to Seller pursuant to Article 3 of the Asset
Agreement less the amount of such Netplex Preferred
Stock converted to Netplex Common Stock and no
longer owned by Seller prior to December 31, 2000].


4. Duties of Netplex Regarding Earn-Out Amounts.


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4.1. With the payment of the Additional Compensation, Netplex shall deliver
to Seller Netplex's calculation of the Net Profit and Additional
Compensation payable, and all documents reasonably requested by Seller
to verify the amount of such compensation (the "Payment Calculation").


4.2. Netplex shall afford Seller's accountants and representatives
reasonable access to the books and records of Netplex during normal
business hours for the purpose of reviewing the Payment Calculation.
However, and notwithstanding the foregoing, in the event there is any
change in the control of Seller such that Seller is acquired or becomes
controlled by a direct competitor of Netplex, then said access to the
books and records of Netplex shall be provided to either an Independent
Accounting Firm selected and/or determined in the manner provided for
in Section 4.6, and such Independent Accounting Firm's opinion
regarding the Payment Calculation shall be provided to both parties. If
either party is not satisfied with such opinion, or if an Independent
Accounting Firm cannot be selected, such party may seek arbitration
pursuant Section 4.6. In any event, Netplex may seek a protective order
from either a court of competent jurisdiction or the arbitration panel
regarding the confidentiality of any books and records to be disclosed
as required by this Section 4.2. 4.3. Each of the parties shall bear
its or their own costs in preparation and review of the Payment
Calculation. 4.4. On or prior to the 30th day after receipt of the
Payment Calculation, Seller may give Netplex a written notice stating
in reasonable detail Seller's objections (an "Objection Notice") to the
Payment Calculation. If Seller does not give Netplex an Objection
Notice within such 30-day period, then the Payment Calculation will be
conclusive and binding upon the parties as of the end of such 30-day
period. 4.5. If Seller timely gives an Objection Notice, then Seller
and Netplex will make reasonable efforts to resolve their disputes as
reflected in the Objection Notice, and any amount agreed to in writing
by Seller and Netplex as the Payment Calculation as a result of such
efforts will be conclusive and binding upon the parties. 4.6. If Seller
and Netplex do not resolve all disputes as reflected in the Objection
Notice on or prior to the 15th day after the Objection Notice is given,
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