NETPLEX SYSTEMS INC S-1/A

AMENDMENT #2

EXHIBIT 4(B)

EXHIBIT 5

EXHIBIT 10(C)

EXHIBIT 10(D)

EXHIBIT 10(E)

EXHIBIT 10(F)

EXHIBIT 10(G)

EXHIBIT 23(A)

EXHIBIT 99.1

EXHIBIT 99.4

EXHIBIT 99.5

EXHIBIT 99.6

EXHIBIT 99.7