0001005477-00-002857 Sample Contracts

Ex-4.5 EXHIBIT B to Securities Purchase Agreement VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON MARCH ___, 2005 (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF) THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED...
Netplex Group Inc • April 3rd, 2000 • Services-prepackaged software • New York

THIS CERTIFIES THAT, for value received, _________________________, or its registered assigns, is entitled to purchase from THE NETPLEX GROUP, INC., a corporation organized under the laws of the State of New York (the "Company"), at any time or from time to time during the period specified in Section 2 hereof, _______________________ (__________) fully paid and nonassessable shares of the Company's common stock, par value $.001 per share (the "Common Stock"), at an exercise price per share (the "Exercise Price") equal to the closing market price of the Common Stock at the end of business on March 22, 1998. The number of shares of Common Stock purchasable hereunder (the "Warrant Shares") and the Exercise Price are subject to adjustment as provided in Section 4 hereof. The term "Incentive Warrants" means this Warrant and the other warrants of the Company issued pursuant to, and identified as Incentive Warrants in, that certain Securities Purchase Agreement, dated as of March 31, 2000, by

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ARTICLE I
Netplex Group Inc • April 3rd, 2000 • Services-prepackaged software • New York
Ex-99.2 Amended and Restated Placement Agency Agreement
Agency Agreement • April 3rd, 2000 • Netplex Group Inc • Services-prepackaged software • New York
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