NETPLEX GROUP INC
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>10
<FILENAME>dex108.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.8

                               SECURITY AGREEMENT

      THIS SECURITY AGREEMENT is made as of this 28th day of September, 2001,
between THE NETPLEX GROUP, INC., a New York corporation (the "Debtor"), and
WATERSIDE CAPITAL CORPORATION, a Virginia corporation (the "Secured Party").

                                 R E C I T A L S
                                 ---------------

      The Debtor has executed two Secured Commercial Notes (the "Notes") in the
original principal amounts of $900,000 and $154,697.45, respectively.

      The Debtor has agreed to secure the Notes by granting the Secured Party a
lien on all of its assets.

                                    AGREEMENT
                                    ---------

      Accordingly, the Debtor and the Secured Party agree:

      1. To secure the payment, satisfaction and discharge of the Obligations
described and defined in Paragraph 2 below, the Debtor assigns, transfers,
pledges and sets over to the Secured Party, and its successors and assigns, and
grants the Secured Party, and its successors and assigns, a security interest
in, all of the personal property of every kind and nature of the Debtor, whether
tangible or intangible, whether now existing or hereafter arising, whether now
owned or hereafter acquired by the Debtor or in which the Debtor now has or
hereafter acquires any right, title or interest, together with all of the
proceeds thereof and all additions, accessions and substitutions thereto and
therefor (collectively the "Collateral"), including, without limitation the
following:

            (a) All of the Debtor's accounts, accounts receivable, contract
rights, instruments, certificates of deposit, documents, chattel paper, notes,
drafts, acceptances and other forms of obligations and receivables, whether or
not earned by performance, and which are now owned or hereafter acquired by the
Debtor or in which the Debtor now has or hereafter acquires any right, title or
interest (collectively the "Accounts"), together with all proceeds of the
Accounts; and

            (b) All of the Debtor's tangible personal property, goods, books,
records, furniture, apparatus, furnishings, fittings, fixtures, machinery, motor
vehicles, appliances, computer systems, and equipment, wherever located or
however used, which are now owned or hereafter acquired by the Debtor or in
which the Debtor now has or hereafter acquires any right, title or interest
(collectively the "Equipment"), together with all proceeds of the Equipment; and

            (c) All general intangibles of the Debtor, which are now owned or
hereafter acquired by the Debtor or in which the Debtor now has or hereafter
acquires any right, title or interest, including, without limitation, all choses
in action, things in action, suits, actions, causes of actions and claims of
every kind and nature, whether at law or in equity and all condemnation awards,
insurance proceeds, customer lists, servicing rights, computer software and
source codes,


                                        1
<PAGE>

patents, patent rights, licenses, uncertificated securities, investment
property, trademarks, trade names, copyrights, and goodwill and all claims for
income tax refunds and other payments from any local, state or federal
governmental authority or agency (collectively the "General Intangibles"),
together with all proceeds of the General Intangibles; and

            (d) All demand, time, savings, passbook and other deposit accounts
of the Debtor with all banks, credit unions, savings and loan associations and
other financial institutions which are now owned or hereafter acquired by the
Debtor or in which the Debtor now has or hereafter acquires any right, title or
interest (collectively the "Deposit Accounts") and all of the Debtor's money,
together with all proceeds of the Deposit Accounts; and

            (e) All of the Debtor's inventory and other tangible personal
property, which are now owned or hereafter acquired by the Debtor or in which
the Debtor now has or hereafter acquires any right, title or interest, and held
for sale or lease or to be furnished under contracts or used or consumed in the
Debtor's business (collectively the "Inventory"), together with all contractual
rights of the Debtor pertaining to Inventory and all proceeds of the Inventory;
and

            (f) All awards and other payments in respect of any taking and all
insurance proceeds in respect of any of the foregoing, together with all amounts
received by the Secured Party, or expended by the Secured Party pursuant to this
Security Agreement and all monies and claims for money due and to become due to
Debtor under all its accounts, contract rights, leases and general intangibles
as such terms are defined in the Uniform Commercial Code of the Commonwealth of
Virginia.

      2. This Security Agreement and the security interest and rights of the
Secured Party in the Collateral shall secure the payment and discharge of the
following indebtedness, obligations and liabilities of the Debtor to the Secured
Party, whether now existing or hereafter incurred, whether matured or unmatured,
whether direct or indirect, whether absolute or contingent, whether liquidated
or unliquidated, whether secured or unsecured, whether original, renewed or
extended, whether contracted by any one or more of the Debtor (if more than one)
alone or jointly and/or severally with another or others, and whether or not
represented by notes, instruments or other writings, (hereinafter all such
indebtedness, obligations and liabilities shall be collectively referred to as
the "Obligations"):

            (a) The payment of all indebtedness evidenced by that certain
Secured Commercial Note of even date made by the Debtor payable to the order of
the Secured Party in the principal amount of $900,000, together with interest
thereon as provided therein, and any modifications of such note and any
promissory note given in curtail, renewal or extension, in whole or in part of
such note;

            (b) The payment of all indebtedness evidenced by that certain
Secured Commercial Note of even date made by the Debtor payable to the order of
the Secured Party in the principal amount of $154,697.45, together with interest
thereon as provided therein, and any modifications of such note and any
promissory note given in curtail, renewal or extension, in whole or in part of
such note;


                                       2
<PAGE>

            (c) The payment of all costs, expenses, charges, liabilities,
commissions, half-commissions and attorneys' fees now or hereafter chargeable
to, or incurred by, or disbursed by, the Secured Party pursuant to this Security
Agreement, any other of the Obligations, applicable law or any of the documents
and instruments which provide the Secured Party with any security for the
payment and performance of the Obligations and/or which state the terms and
conditions of the Obligations and/or which set forth the agreements,
understandings and covenants between the Debtor and the Secured Party and/or
which set forth the representations and warranties made by the Debtor to the
Secured Party, including the "Master Agreement," as defined below, (collectively
the "Security Instruments");

            (d) The performance of, observance of and compliance with all of the
terms, covenants, conditions, stipulations and agreements of the Debtor
contained in the Security Instruments; and

            (e) The payment of all indebtedness evidenced by the Notes and the
other Obligations as they may from time to time be renewed, extended, modified
and/or curtailed (unlimited modification, renewal, curtailment or extension of
the Notes and any other of the Obligations being expressly permitted), whether
or not by note or other instrument, together with all interest and charges
incurring therein, whether before or after maturity.

      3.    The Debtor covenants, agrees, represents and warrants to the Secured
Party as follows:

            (a) The Debtor is and will be the absolute owner of the Collateral
free and clear of any adverse lien, security interest or encumbrance other than
the encumbrances set forth on Schedule 3(a), purchase money security interests
in after acquired property, the security interests granted to the Secured Party
and the prior security interests of American Commercial Financial Corporation
(the "Senior Lender"). The Debtor will defend the Collateral against all claims
and demands of all persons and entities at any time claiming any right, title or
interest of any kind or nature in all or any part of the Collateral adverse to
the right, title and interest of the Debtor and/or the Secured Party in the
Collateral.

            (b) The Debtor is a corporation duly organized and incorporated and
is validly existing as a corporation in good standing under the laws of the
state in which the Debtor was incorporated, with the power to conduct its
business. The execution, delivery and performance by the Debtor of this Security
Agreement is within the Debtor's powers, have been duly authorized, and are not
in contravention of (i) any applicable law or (ii) any of the Debtor's articles
of incorporation, charter or bylaws as amended through the date of this Security
Agreement or (iii) any agreement or judicial order or decree to which Debtor is
a party or by which Debtor or any of its property is bound.

            (c) The Debtor will from time to time, as reasonably requested by
the Secured Party, give the Secured Party a complete list of any Collateral
existing at the time of the request together with copies of any underlying
contracts, agreements or documents.


                                       3
<PAGE>

            (d) The Debtor will keep records concerning the Collateral at the
chief executive office of the Debtor and will keep the Secured Party advised of
the location of such records. The Debtor will, at all reasonable times and from
time to time, allow the Secured Party and its officers, agents, employees,
attorneys and accountants to examine and inspect the Collateral and to examine,
inspect, and make extracts from the books and other records of the Debtor, and
to arrange for verification of Accounts, if any, under reasonable procedures
directly with the account debtors or by other methods.

            (e) The Debtor represents and warrants that, except for the
financing statements filed for the benefit of the Secured Party or the Senior
Lender, no financing statement covering the Collateral or any proceeds thereof,
which has not been terminated, is on file in any public office. At the request
of the Secured Party, the Debtor shall join with the Secured Party in executing
one or more financing statements pursuant to the Virginia Uniform Commercial
Code in form and content satisfactory to its Secured Party and to pay the cost
of filing such financing statements, this Security Agreement and any
continuation or termination statements in all public offices wherever filing is
deemed by the Secured Party to be necessary or desirable.

            (f) The Debtor shall pay all taxes, levies, assessments and other
charges of every kind or nature which may be levied or assessed against the
Collateral.

            (g) Except as expressly permitted by the terms of that certain
agreement of even date between the Debtor and Netplex Systems, Inc. ("NSI") and
the Secured Party (the "Master Agreement"), the Debtor shall not permit or allow
any adverse lien, security interest (other than the encumbrances listed on
Schedule 3(a), purchase money security interests on after acquired property, and
the security interests given to the Secured Party), or encumbrance of any kind
or nature whatsoever upon the Collateral and shall not permit all or any part of
the Collateral to be attached, replevied, levied upon or garnished.

            (h) If the Debtor shall fail to pay any tax, levy, assessment or
other charge against the Collateral, after written notice by the Secured Party
to the Debtor and the passing of a 10-day period thereafter during which the
Debtor may cure such failure, the Secured Party may, at its option, pay such
tax, levy, assessment or other charge. The Debtor agrees to reimburse the
Secured Party on demand for any such payment by the Secured Party. The amount of
any such payment shall be an additional Obligation secured by this Security
Agreement and shall be part of the "Obligations" as that term is used herein.

            (i) In the event that any of the Obligations or Security Instruments
is referred to attorneys for enforcement or collection, the Debtor will pay the
reasonable attorneys' fees of the Secured Party and any and all costs and
expenses incurred by the Secured Party in recovering possession of the
Collateral, in enforcing this Security Agreement, or any other of the Security
Instruments and/or in enforcing or collecting any of the Obligations, the
payment of all of which shall be secured by this Security Agreement and shall be
part of the "Obligations" as that term is used herein.


                                       4
<PAGE>

            (j) The Debtor will not use the Collateral in violation of any
applicable laws, statutes, regulations or ordinances.

            (k) The amounts of any funds which the Secured Party shall pay or
expend for any purpose whatsoever under this Security Agreement shall be paid by
the Debtor to the Secured Party on demand and shall bear interest thereon from
the date of expenditure through the date of payment at an annual rate equal to
the prevailing interest rate under the Note in effect from time to time. All of
such funds so paid or expended and all interest thereon shall be secured by this
Security Agreement and shall be "Obligations."

            (l) The Debtor's chief executive office is located at 1800 Robert
Fulton Drive, Suite 250, Reston, Virginia 20191. The Debtor maintains additional
places of business at the locations set forth on Schedule 3(l). The Debtor will
notify Secured Party not less than 30 days before (x) changing its name, (y)
changing its chief executive office or (z) opening any additional office or
place of business.

      4.    Unless and until an Event of Default, as defined below, shall occur,
the Debtor may have possession of the Collateral and use the Collateral in any
lawful manner not inconsistent with this Security Agreement (including the sale
of inventory in the ordinary course of Debtor's business) or with any insurance
policy on the Collateral. Upon the occurrence of any Event of Default, as
hereinafter defined, the Secured Party shall have the immediate right to
possession of the Collateral.

      5.    On the occurrence of any Event of Default, the Secured Party may,
but is not obligated to:

            (a) Notify any obligor or account debtor on any of the Accounts or
General Intangibles to make payment to the Secured Party;

            (b) Collect by legal proceedings or otherwise any of the Accounts or
General Intangibles and endorse, receive and receipt for all dividends,
interest, payments, proceeds and other sums and property now or hereafter
payable on or on account of the Collateral;

            (c) Enter into any compromise, settlement, extension or other
agreement pertaining to the Collateral or deposit, surrender, accept, hold or
apply other property in exchange for the Collateral, or extend the time for or
modify the terms and conditions governing the drawing, presentation, negotiation
or acceptance of drafts or other instruments;

            (d) Insure, process or preserve the Collateral;

            (e) Transfer the Collateral to the Secured Party's name or its
nominee's name;

            (f) Exercise all the rights, powers, and remedies of an owner with
respect to the Collateral; and/or


                                       5
<PAGE>

            (g) Make any payment and/or perform any agreement undertaken by the
Debtor and/or expend such sums and/or incur such expenses (including, without
limitation, reasonable attorneys' fees) as the Secured Party in its sole
discretion shall deem advisable.

      6.    All actions taken in good faith by the Secured Party and its
officers, employees or agents shall be binding on the Debtor. The Debtor
covenants not to sue the Secured Party for any claims for loss or damage to the
Debtor caused by or resulting from any failure to enforce any contract right of
the Debtor or any act or omission on the part of the Secured Party, its
officers, agents or employees, except for the Secured Party's gross negligence
or willful misconduct. The Debtor assumes all risk of loss, damage or
deterioration of the Collateral and will save and hold the Secured Party
harmless from any loss therefrom. Such care as the Secured Party gives to the
safekeeping of its own property of like kind shall constitute reasonable care of
the Collateral when in the Secured Party's possession; but the Secured Party is
not required to make presentment, demand or protest, or give notice, and need
not take action to preserve any rights against prior or other parties in
connection with any obligation or evidence of indebtedness held as Collateral or
in connection with the Obligations.

      7.    If any one or more of the following events ("Events of Default")
shall occur for any reason whatsoever (whether such occurrence shall be
voluntary or involuntary or come about or be effected by operation of law or
pursuant to or in compliance with any judgment, decree, or order of any court or
any order, rule, or regulation of any administrative or governmental body), then
a default shall be deemed to exist under this Security Agreement and the Notes:

            (a) If there shall occur a default in the payment of any monies by
the Debtor to the Secured Party required by any Security Instrument; or

            (b) If there shall occur a default by Debtor in the performance or
observance of any other covenant, agreement other term or provision of this
Security Agreement, the Notes, any of the other Obligations, or any of the other
Security Instruments or in any instrument or document delivered to the Secured
Party by the Debtor, not involving the payment of monies by the Debtor to the
Secured Party and, after the Secured Party shall have given written notice to
the Debtor specifying the default and such default is not cured within 10 days
after the Debtor's receipt of such notice, such default continues beyond any
applicable grace period, or if any of the foregoing documents or instruments
shall terminate or become void or unenforceable without the written consent of
the Secured Party; or

            (c) If the Debtor fails maintain the Secured Party's security
interest perfected on the Collateral junior in priority only to the Senior
Lender's security interests.

      8.    On the occurrence of any Event of Default and at any time thereafter
if such Event of Default or any other Event of Default shall then be continuing,
the Secured Party (i) may, at its option, declare all of the Obligations to be
immediately due and payable, whereupon the maturity of the then unpaid balance
of the Obligations shall be accelerated and the same, and all interest accrued
thereon, shall forthwith become due and payable without presentment, demand or
protest of any kind, all of which the Debtor expressly waives notwithstanding
anything contained herein


                                       6
<PAGE>

or in the Obligations which may appear or be construed to the contrary, (ii)
shall have all of the rights and remedies of a secured party under the Virginia
Uniform Commercial Code regardless of the jurisdiction in which all or any
portion of the Collateral may be located, (iii) shall have the right to enter
upon the premises where the Collateral is located to take possession or control
of the Collateral, (iv) may require the Debtor to assemble the Collateral and
deliver it, or make it available, to the Secured Party at any place and time
designated by the Secured Party, and (v) shall also have the right to remain on
the premises of the Debtor without cost or charge to the Secured Party and to
use the premises together with the materials, supplies, books and records of the
Debtor for the purpose of collecting or liquidating the Collateral, whether by
foreclosure, auction or otherwise. In taking possession of the Collateral, the
Secured Party may take possession of all personal property located in or
attached to the Collateral without liability to the Debtor and may hold such
personal property for the Debtor at the Debtor's expense.

      Without limiting the generality of the foregoing, the Secured Party may
sell or otherwise dispose of the Collateral as a whole or in parts at one or
more public or private sales or may retain all or any portion of the Collateral
in satisfaction of the Obligations secured hereby, with notice of such retention
sent to the Debtor if required by law. Any public sale of the Collateral may be
held at any office of the Debtor or the office of the Secured Party in the City
of Norfolk, Virginia. The Secured Party may sell the Collateral at one time or
at different times (with such postponements of sale as may be deemed appropriate
by the Secured Party in its absolute discretion), for cash or credit, with such
bidder's deposit and upon such other terms and conditions as the Secured Party
shall deem appropriate in its absolute discretion. At the option of the Secured
Party, the Collateral may be sold as a whole or in such separate groupings of
the Collateral and in such order as the Secured Party may deem appropriate in
its absolute discretion. No purchaser at any public or private sale of all or
any part of the Collateral (other than the Secured Party) shall be required to
see to the proper application of the purchase money.

      The Secured Party's rights and remedies under this Security Agreement, at
law and in equity, are cumulative, and the Secured Party may exercise all such
rights and remedies without notice or demand to the Debtor. The Secured Party's
rights and remedies under this Security Agreement shall be in addition to (a)
all rights which the Secured Party may have under the terms and provisions of
the Note, the Obligations, and any other of the Security Instruments, (b) all
rights of offset or setoff available to the Secured Party, and (c) all rights
and remedies of the Secured Party at law or in equity. Unless the Collateral is
perishable and threatens to decline speedily in value or is a type customarily
sold on a recognized market, the Secured Party shall give the Debtor at least 7
days' prior written notice of the day, time and place of any public sale or of
the day and time after which any private sale or any other intended disposition
may be made, and the Debtor agrees that such notice shall be deemed to be
reasonable under all circumstances. If any sale of the Collateral be at public
auction, the Secured Party may itself be a purchaser at such sale free from any
right or equity of redemption of the Debtor, such right being hereby expressly
waived and released. The Secured Party's reasonable expenses of retaking,
holding, preparing for sale and selling the Collateral (including, without
limitation, reasonable attorneys' fees) shall be deemed advances to the Debtor
by the Secured Party payable on demand, and the repayment of such expenses shall
be secured by this Security Agreement.


                                       7
<PAGE>

      9. The Debtor will from time to time execute such further instruments and
do such further acts and things as the Secured Party reasonably may require by
way of further assurance to the Secured Party of all of the rights and remedies
of the Secured Party provided for or intended to be provided for in this
Security Agreement. The Debtor agrees to execute and deliver such financing
statement or statements, or amendments thereof or supplements thereto, or other
instruments as the Secured Party may from time to time require to comply with
the Virginia Uniform Commercial Code and the laws of any jurisdiction in which
all or any portion of any Collateral shall be located and to preserve and
protect the security interests hereby granted. In the event the law of any
jurisdiction other than Virginia becomes or is applicable to the Collateral or
any part thereof or of any of the Obligations, the Debtor shall execute and
deliver all such instruments and to do all such other things as may be necessary
or appropriate to preserve, protect and enforce the security interests and liens
of the Secured Party under the law of such other jurisdiction to at least the
same extent as such security interests and liens of the Secured Party would be
protected under the Virginia Uniform Commercial Code.

      10. After deducting all reasonable costs and expenses of every kind
incurred or incidental to the retaking, holding, advertising, preparing for sale
and selling, leasing or otherwise disposing of the Collateral or in any way
relating to the Secured Party's rights and remedies under this Security
Agreement, including, without limitation, reasonable attorneys' fees and costs
of any repairs deemed necessary or appropriate by the Secured Party, the Secured
Party may apply the net proceeds of any sale or other disposition of the
Collateral to payment in full or in part of any one or more of the Obligations,
whether or not then due and payable, in such order and to such of the
Obligations as the Secured Party may elect in the exercise of its absolute
discretion. The Secured Party shall pay over to the Debtor or the person or
entity entitled to receive it any surplus which may exist after full payment of
all of the Obligations and any other payments the Secured Party may be required
by law to make. The Debtor shall remain liable to the Secured Party for the
payment of any deficiency in the payment of any of the Obligations after the
sale or other disposition of the Collateral.

      11. This Security Agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Virginia in force on the date of
this Security Agreement. To the maximum extent permitted by applicable law the
parties each irrevocably and unconditionally submit to the exclusive
jurisdiction of the Circuit Court of the City of Norfolk, Virginia and the
United States District Court for the Eastern District of Virginia, Norfolk
Division, as well as to the jurisdiction of all courts from which an appeal may
be taken from any such courts, for the purposes of any suit, action or other
proceeding arising out of, or with respect to this Note or the Security
Agreement and expressly and irrevocably waive any and all objections they may
have as to venue or inconvenient forum in any of such courts.

      12. Any notice which may be given by a party to this Security Agreement
must be in writing and shall be deemed to have been given by the sending party
and received by the receiving party when any notice shall have been hand
delivered to the receiving party at the address designated below for such
receiving party or 5 days after such notice shall have been posted in the
certified mail of the United States, return receipt requested and postage
prepaid, and addressed to the receiving party at the address designated below
for such receiving party. The


                                       8
<PAGE>

Debtor designates as its address for the purpose of receiving any such notice,
1800 Robert Fulton Drive, Suite 250, Reston, Virginia 20191, and the Secured
Party designates as its address for such purpose, 300 East Main Street, Suite
1380, Norfolk, Virginia 23510. Copies of all default notices shall be sent to
John M. Paris, Jr., Williams, Mullen, Clark & Dobbins, P.C., One Columbus
Center, Suite 900, Virginia Beach, Virginia 23462, but such notice shall not be
required for notice to be valid. Any party may change its designated address at
any time by giving notice of such change to the other parties in the manner set
forth in this paragraph.

      13. Each covenant, term and condition of this Security Agreement, the
Obligations and the Security Instruments is severable and separate and distinct
from every other covenant, term and condition. In the event that any state or
federal judicial or governmental authority shall adjudge or determine that any
of the covenants, terms or conditions of this Security Agreement, the
Obligations and the Security Instruments is invalid and unenforceable or
contrary to any applicable state or federal laws or regulations, such
adjudication or determination shall effect only the specific covenant, term or
condition adjudged or determined to be invalid and unenforceable or unlawful and
shall not affect any of the remaining covenants, terms or conditions in this
Security Agreement, the Obligations and the Security Instruments and all such
remaining covenants, terms and conditions shall continue in full force and
effect.

      14. The Debtor will indemnify and save the Secured Party harmless from all
liabilities, losses, judgments, damages, expenses and costs of every kind and
nature (including, without limitation, actual attorneys' fees) relating to any
claims or demands of any person or entity other than the Debtor arising under or
in connection with any acts or failures to act (excluding those constituting
gross negligence or willful misconduct) of the Secured Party and/or its
officers, employees or agents authorized or permitted by the covenants, terms
and conditions of this Security Agreement. Any liability, loss, damage,
judgment, expense or cost incurred or suffered by the Secured Party relating to
any claim or demand of any person or entity other than the Debtor arising under
or in connection with any acts or failures to act of the Secured Party pursuant
to the covenants, terms and conditions of this Security Agreement shall be part
of the "Obligations" of the Debtor to the Secured Party, the payment of which
shall be secured by this Security Agreement.

      15. Time shall be of the essence with regard to the performance by the
Debtor of each of its obligations, duties and liabilities to the Secured Party
under this Security Agreement, the Security Instruments, and the Obligations.

      16. No alteration, modification, amendment or waiver of any covenant, term
or condition in this Security Agreement, the Obligations or the Security
Instruments is or shall be valid, binding or enforceable unless such alteration,
modification, amendment or waiver is in writing and has been signed by a duly
authorized officer or agent of the party against whom any such alteration,
modification, amendment or waiver is to be enforced.

      17. Acceptance by the Secured Party of partial or delinquent payments or
failure to exercise any right, power or remedy shall not constitute a waiver of
any Event of Default or of any such right, power or remedy or constitute an
amendment or modification of this Security


                                       9
<PAGE>

Agreement. No waiver by the Secured Party of any Event of Default shall operate
as a waiver of any other Event of Default or of the same Event of Default on a
future occasion. The taking of this Security Agreement shall not waive or impair
any other security the Secured Party may have or hereafter acquire for the
payment of any of the Obligations, and the taking of any additional security
shall not waive or impair this Security Agreement. The Secured Party may resort
to any security it may have in the order it may deem proper, and notwithstanding
any collateral security, the Secured Party shall retain its rights of offset and
setoff against the Debtors.

      18. The Secured Party, its successors and assigns, have all rights, powers
and remedies as provided herein and as provided by law, including those of a
secured party under the Virginia Uniform Commercial Code, and may exercise the
same, effect any setoff, and/or proceed against the Collateral or other security
for the Debtor's obligations at any time notwithstanding any cessation of the
Debtor's liability under such Obligations for any reason other than payment in
full, including, without limitation, the running of any applicable statutes of
limitations, all of which the Debtor hereby waives to the fullest extent
permitted by law.

      19. All rights of the Secured Party hereunder shall inure to the benefit
of its successors and assigns and all obligations, liabilities and duties of the
Debtor shall bind their successors and assigns.

      20. The term of this Security Agreement shall commence on the date hereof
and shall terminate on the date when all of the Obligations have been
irrevocably paid and fully satisfied or performed.

      21. TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEBTOR WAIVES TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO WHICH THE DEBTOR AND THE SECURED PARTY MAY
BE PARTIES, ARISING OUT OF, IN CONNECTION WITH, OR IN ANY WAY PERTAINING TO THIS
SECURITY AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH THIS
SECURITY AGREEMENT. It is agreed and understood that this waiver constitutes a
waiver of trial by jury of all claims against all parties to such action or
proceedings, including claims against parties who are not parties to this
Security Agreement. This waiver is knowingly, willingly and voluntarily made by
the Debtor, and the Debtor represents that no representations of fact or opinion
have been made by any individual to induce this waiver of trial by jury or to in
any way modify or nullify its effect. The Debtor further represents and warrants
that it has been represented in the signing of this Security Agreement and in
the making of this waiver by independent legal counsel, or has had the
opportunity to be represented by independent legal counsel selected of its own
free will, and that it has had the opportunity to discuss this waiver with
counsel.


                                       10
<PAGE>

      IN WITNESS, the Debtor and the Secured Party have duly executed this
Security Agreement as of the day and year first above written.

      DEBTOR:                             THE NETPLEX GROUP, INC.,


                                          By:
                                             ---------------------------------
                                                Gene F. Zaino, President




      SECURED PARTY:                      WATERSIDE CAPITAL CORPORATION,


                                          By:
                                             ---------------------------------

                                             ---------------------------------




                                       11
<PAGE>

                                  SCHEDULE 3(l)

                          Additional Places of Business





                                       12
<PAGE>

                                  Schedule 3(a)

                                 Existing Liens

   (If none listed, then Debtor represents to Secured Party that none exist.)






                                       13

</TEXT>
</DOCUMENT>
