NETWORK PLUS CORP
FORM OF COMMON STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>5
<FILENAME>b38201npex10-8.txt
<DESCRIPTION>FORM OF COMMON STOCK PURCHASE AGREEMENT
<TEXT>

<PAGE>   1
                                                                    Exhibit 10.8


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


                               NETWORK PLUS CORP.

                          Common Stock Purchase Warrant




                           Dated as of _________, 2000




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



         [THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
         HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
         AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE
         A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN EXEMPTION
         THEREFROM UNDER SUCH ACT. THIS WARRANT AND SUCH SHARES MAY BE
         TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS
         WARRANT.]
<PAGE>   2
                                Table of Contents

<TABLE>
<S>                                                                                       <C>
1.  Exercise of Warrant.................................................................   1
    1.1.  Manner of Exercise............................................................   1
    1.2.  When Exercise Effective.......................................................   2
    1.3.  Delivery of Stock Certificates, etc...........................................   2
    1.4.  Payment by Application of Shares Otherwise Issuable...........................   2
    1.5.  Exercise of Warrants..........................................................   3
2.  Adjustment of Common Stock Issuable Upon Exercise...................................   3
    2.1.  General; Warrant Price........................................................   3
    2.2.  Adjustment of Warrant Price...................................................   3
        2.2.1  Issuance of Additional Shares of Common Stock............................   3
        2.2.2  Extraordinary Dividends and Distributions................................   4
    2.3.  Treatment of Options and Convertible Securities...............................   4
    2.4.  Treatment of Stock Dividends, Stock Splits, etc...............................   7
    2.5.  Computation of Consideration..................................................   7
    2.6.  Adjustments for Combinations, etc.............................................   9
    2.7.  Minimum Adjustment of Warrant Price...........................................   9
3.  Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc..........  10
4.  Other Dilutive Events...............................................................  10
5.  No Dilution or Impairment...........................................................  10
6.  Report as to Adjustments............................................................  11
7.  Notices of Corporate Action.........................................................  11
8.  Registration of Common Stock........................................................  12
9.  Restrictions on Transfer............................................................  13
    9.1.  Restrictive Legends...........................................................  13
    9.2.  Notice of Proposed Transfer; Opinions of Counsel..............................  13
    9.3.  Termination of Restrictions...................................................  15
10. Reservation of Stock, etc...........................................................  15
11. Registration and Transfer of Warrants, etc..........................................  15
    11.1. Warrant Register; Ownership of Warrants.......................................  15
    11.2.  Transfer and Exchange of Warrants............................................  16
    11.3.  Replacement of Warrants......................................................  16
12.  Registration under Securities Act, etc.............................................  16
    12.1.  Registration on Request......................................................  16
    12.2.  Incidental Registration......................................................  19
</TABLE>
<PAGE>   3
<TABLE>
<S>                                                                                       <C>
    12.3.  Registration Procedures......................................................  21
    12.4.  Underwritten Offerings.......................................................  27
    12.5.  Preparation; Reasonable Investigation........................................  30
    12.6.  Indemnification..............................................................  30
13.  Definitions........................................................................  34
14.  Remedies...........................................................................  41
15.  No Rights or Liabilities as Stockholder............................................  41
16.  Notices............................................................................  41
17.  Amendments.........................................................................  41
18.  Expiration.........................................................................  42
19.  Descriptive Headings...............................................................  42
20.  GOVERNING LAW......................................................................  42
21.  Judicial Proceedings; Waiver of Jury...............................................  42

FORM OF SUBSCRIPTION....................................................................  53

FORM OF ASSIGNMENT......................................................................  54
</TABLE>
<PAGE>   4
                               NETWORK PLUS CORP.

                      Form Of Common Stock Purchase Warrant


                                                              New York, New York
No. FW-1                                                     _____________, 2000


                  NETWORK PLUS CORP. (the "COMPANY"), a Delaware corporation,
for value received, hereby certifies that [____________________], or registered
assigns, is entitled to purchase from the Company [________] duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock, par value
$0.01 per share (the "COMMON STOCK") of the Company at the purchase price per
share of $7.01, at any time or from time to time prior to 5:00 [P.M.], New York
City time, on September 27, 2003 (or such earlier date as may be determined
pursuant to section 3), all subject to the terms, conditions and adjustments set
forth below in this Warrant.

                  This Warrant evidences rights to purchase an aggregate of
______ shares of Common Stock subject to adjustment as provided herein. Certain
capitalized terms used in this Warrant are defined in section 13; references to
an "Exhibit" are, unless otherwise specified, to one of the Exhibits attached to
this Warrant and references to a "section" are, unless otherwise specified, to
one of the sections of this Warrant.

                  1. Exercise of Warrant.

                  1.1. Manner of Exercise. This Warrant may be exercised by the
holder hereof, in whole or in part, during normal business hours on any Business
Day, by surrender of this Warrant to the Company at its principal office,
accompanied by a subscription in substantially the form attached to this Warrant
(or a reasonable facsimile thereof) duly executed by such holder and accompanied
by payment, in cash, by certified or official bank check payable to the order of
the Company, or in the manner provided in section 1.4 or section 1.5 (or by any
combination of such methods), in the amount obtained by multiplying (a) the
whole number of shares of Common Stock (without giving effect to any adjustment
thereof) designated in such subscription by (b) $7.01 (as adjusted pursuant to
the terms hereof), and such holder shall thereupon be entitled to receive the
number of duly authorized, validly issued, fully paid and nonassessable shares
of Common Stock (or Other Securities) determined as provided in sections 2
through 4.
<PAGE>   5
                  1.2. When Exercise Effective. Each exercise of this Warrant
shall be deemed to have been effected immediately prior to the close of business
on the Business Day on which this Warrant shall have been surrendered to the
Company as provided in section 1.1, and at such time the Person or Persons in
whose name or names any certificate or certificates for shares of Common Stock
(or Other Securities) shall be issuable upon such exercise as provided in
section 1.3 shall be deemed to have become the holder or holders of record
thereof.

                  1.3. Delivery of Stock Certificates, etc. As soon as
practicable after each exercise of this Warrant, in whole or in part, and in any
event within ten Business Days thereafter, the Company at its expense (including
the payment by it of any applicable issue taxes) will cause to be issued in the
name of and delivered to the holder hereof or, subject to section 9, as such
holder (upon payment by such holder of any applicable transfer taxes) may
direct,

                  (a) a certificate or certificates for the number of duly
         authorized, validly issued, fully paid and nonassessable shares of
         Common Stock (or Other Securities) to which such holder shall be
         entitled upon such exercise plus, in lieu of any fractional share to
         which such holder would otherwise be entitled, cash in an amount equal
         to the same fraction of the Market Price per share on the Business Day
         next preceding the date of such exercise, and

                  (b) in case such exercise is in part only, a new Warrant or
         Warrants of like tenor, calling in the aggregate on the face or faces
         thereof for the number of shares of Common Stock equal (without giving
         effect to any adjustment thereof) to the number of such shares called
         for on the face of this Warrant minus the number of such shares
         designated by the holder upon such exercise as provided in section 1.1.

                  The holder hereof shall comply will all applicable provisions
of the Hart-Scott-Rodino Antitrust Improvements Law of 1976, as amended, and any
successor statute, in connection with the exercise of this Warrant, and shall
provide to the Company upon its reasonable request a certificate of such
compliance.

                  1.4. Payment by Application of Shares Otherwise Issuable. Upon
any exercise of this Warrant, the holder hereof may, at its option, instruct the
Company, by written notice accompanying the surrender of this Warrant at the
time of such exercise, to apply to the payment required by section 1.1 such
number of the shares of Common Stock otherwise issuable to such holder upon such
exercise as shall be specified in such notice, in which case an amount equal to
the excess of the aggregate Current Market Price of such specified number of
shares on the date of exercise over the portion of the payment required by
section 1.1 attributable to such shares shall be deemed to have been paid to the
Company
<PAGE>   6
and the number of shares issuable upon such exercise shall be reduced by such
specified number.

                  1.5. Exercise of Warrants. Notwithstanding anything to the
contrary set forth herein, no Warrant shall be exercisable other than in
accordance with this section 1.5. The Warrants shall be exercisable as follows:
(i) 72.73% of holder's Warrants shall be exercisable at any time on or after the
Closing Date (as defined in the Credit Agreement), (ii) 13.64% shall be
exercisable on a pro rata basis with each amount drawn by the Company on the
first $100 million of loans under the Credit Agreement divided by $100 million,
and (iii) 13.63% shall be exercisable at any time on or after the date the
amount drawn by the Company under the Credit Agreement exceeds $100 million

                  2. Adjustment of Common Stock Issuable Upon Exercise.

                  2.1. General; Warrant Price. The number of shares of Common
Stock which the holder of this Warrant shall be entitled to receive upon each
exercise hereof shall be determined by multiplying the number of shares of
Common Stock which would otherwise (but for the provisions of this section 2) be
issuable upon such exercise, as designated by the holder hereof pursuant to
section 1.1, by the fraction of which (a) the numerator is $7.01 and (b) the
denominator is the Warrant Price in effect on the date of such exercise. The
"Warrant Price" shall initially be $7.01 per share, shall be adjusted and
readjusted from time to time as provided in this section 2 and, as so adjusted
or readjusted, shall remain in effect until a further adjustment or readjustment
thereof is required by this section 2.

                  2.2. Adjustment of Warrant Price.

                  2.2.1 Issuance of Additional Shares of Common Stock. In case
the Company at any time or from time to time after the date hereof shall issue
or sell Additional Shares of Common Stock (including Additional Shares of Common
Stock deemed to be issued pursuant to section 2.3 or 2.4) without consideration
or for a consideration per share less than the Current Market Price in effect
immediately prior to such issue or sale, then, subject to section 2.8, the
Warrant Price shall be reduced, concurrently with such issue or sale, to a price
(calculated to the nearest .001 of a cent) determined by multiplying such
Warrant Price by a fraction

                  (a) the numerator of which shall be (i) the number of shares
         of Common Stock outstanding immediately prior to such issue or sale
         plus (ii) the number of shares of Common Stock which the aggregate
         consideration


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<PAGE>   7
         received by the Company for the total number of such Additional Shares
         of Common Stock so issued or sold would purchase at such Current Market
         Price, and

                  (b) the denominator of which shall be the number of shares of
         Common Stock outstanding immediately after such issue or sale,

provided that, for the purposes of this section 2.2.1, (x) immediately after any
Additional Shares of Common Stock are deemed to have been issued pursuant to
section 2.3 or 2.4, such Additional Shares shall be deemed to be outstanding,
and (y) treasury shares shall not be deemed to be outstanding.

                  2.2.2 Extraordinary Dividends and Distributions. In case the
Company at any time or from time to time after the date hereof shall declare,
order, pay or make a dividend or other distribution (including, without
limitation, any distribution of other or additional stock or other securities or
property or Options by way of dividend or spin-off, reclassification,
recapitalization or similar corporate rearrangement) on the Common Stock, other
than a dividend payable in Additional Shares of Common Stock, then, and in each
such case, subject to section 2.8, the Warrant Price in effect immediately prior
to the close of business on the record date fixed for the determination of
holders of any class of securities entitled to receive such dividend or
distribution shall be reduced, effective as of the close of business on such
record date, to a price (calculated to the nearest .001 of a cent) determined by
multiplying such Warrant Price by a fraction

                  (x) the numerator of which shall be the Current Market Price
         in effect on such record date or, if the Common Stock trades on an
         ex-dividend basis, on the date prior to the commencement of ex-dividend
         trading, less the amount of such dividend or distribution (as
         determined in good faith by the Board of Directors of the Company)
         applicable to one share of Common Stock, and

                  (y) the denominator of which shall be such Current Market
         Price.

                  2.3. Treatment of Options and Convertible Securities. In case
the Company at any time or from time to time after the date hereof shall issue,
sell, grant or assume, or shall fix a record date for the determination of
holders of any class of securities entitled to receive, any Options or
Convertible Securities, then, and in each such case, the maximum number of
Additional Shares of Common Stock (as set forth in the instrument relating
thereto, without regard


                                       4
<PAGE>   8
to any provisions contained therein for a subsequent adjustment of such number)
issuable upon the exercise of such Options or, in the case of Convertible
Securities and Options therefor, the conversion or exchange of such Convertible
Securities, shall be deemed to be Additional Shares of Common Stock issued as of
the time of such issue, sale, grant or assumption or, in case such a record date
shall have been fixed, as of the close of business on such record date (or, if
the Common Stock trades on an ex-dividend basis, on the date prior to the
commencement of ex-dividend trading), provided that such Additional Shares of
Common Stock shall not be deemed to have been issued unless the consideration
per share (determined pursuant to section 2.5) of such shares would be less than
the Current Market Price in effect on the date of and immediately prior to such
issue, sale, grant or assumption or immediately prior to the close of business
on such record date (or, if the Common Stock trades on an ex-dividend basis, on
the date prior to the commencement of ex-dividend trading), and provided,
further, that in any such case in which Additional Shares of Common Stock are
deemed to be issued

                  (a) no further adjustment of the Warrant Price shall be made
         upon the subsequent issue or sale of Convertible Securities or shares
         of Common Stock upon the exercise of such Options or the conversion or
         exchange of such Convertible Securities, except in the case of any such
         Options or Convertible Securities which contain provisions requiring an
         adjustment, subsequent to the date of the issue or sale thereof, of the
         number of Additional Shares of Common Stock issuable upon the exercise
         of such Options or the conversion or exchange of such Convertible
         Securities by reason of (x) a change of control of the Company, (y) the
         acquisition by any Person or group of Persons of any specified number
         or percentage of the Voting Securities of the Company or (z) any
         similar event or occurrence, each such case to be deemed hereunder to
         involve a separate issuance of Additional Shares of Common Stock,
         Options or Convertible Securities, as the case may be;

                  (b) if such Options or Convertible Securities by their terms
         provide, with the passage of time or otherwise, for any increase in the
         consideration payable to the Company, or decrease in the number of
         Additional Shares of Common Stock issuable, upon the exercise,
         conversion or exchange thereof (by change of rate or otherwise), the
         Warrant Price computed upon the original issue, sale, grant or
         assumption thereof (or upon the occurrence of the record date, or date
         prior to the commencement of ex-dividend trading, as the case may be,
         with respect thereto), and any subsequent adjustments based thereon,
         shall, upon any


                                       5
<PAGE>   9
         such increase or decrease becoming effective, be recomputed to reflect
         such increase or decrease insofar as it affects such Options, or the
         rights of conversion or exchange under such Convertible Securities,
         which are outstanding at such time;

                  (c) upon the expiration (or purchase by the Company and
         cancellation or retirement) of any such Options which shall not have
         been exercised or the expiration of any rights of conversion or
         exchange under any such Convertible Securities which (or purchase by
         the Company and cancellation or retirement of any such Convertible
         Securities the rights of conversion or exchange under which) shall not
         have been exercised, the Warrant Price computed upon the original
         issue, sale, grant or assumption thereof (or upon the occurrence of the
         record date, or date prior to the commencement of ex-dividend trading,
         as the case may be, with respect thereto), and any subsequent
         adjustments based thereon, shall, upon such expiration (or such
         cancellation or retirement, as the case may be), be recomputed as if:

                           (i) in the case of Options for Common Stock or
                  Convertible Securities, the only Additional Shares of Common
                  Stock issued or sold were the Additional Shares of Common
                  Stock, if any, actually issued or sold upon the exercise of
                  such Options or the conversion or exchange of such Convertible
                  Securities and the consideration received therefor was the
                  consideration actually received by the Company for the issue,
                  sale, grant or assumption of all such Options, whether or not
                  exercised, plus the consideration actually received by the
                  Company upon such exercise, or for the issue or sale of all
                  such Convertible Securities which were actually converted or
                  exchanged, plus the additional consideration, if any, actually
                  received by the Company upon such conversion or exchange, and

                           (ii) in the case of Options for Convertible
                  Securities, only the Convertible Securities, if any, actually
                  issued or sold upon the exercise of such Options were issued
                  at the time of the issue, sale, grant or assumption of such
                  Options, and the consideration received by the Company for the
                  Additional Shares of Common Stock deemed to have then been
                  issued was the consideration actually received by the Company
                  for the issue, sale, grant or assumption of all such Options,
                  whether or not exercised, plus the consideration deemed to
                  have been received by the Company (pursuant to section 2.5)
                  upon the issue or sale of such Convertible Securities with
                  respect to which


                                       6
<PAGE>   10
                  such Options were actually exercised;

                  (d) no readjustment pursuant to subdivision (b) or (c) above
         shall have the effect of increasing the Warrant Price by an amount in
         excess of the amount of the adjustment thereof originally made in
         respect of the issue, sale, grant or assumption of such Options or
         Convertible Securities; and

                  (e) in the case of any such Options which expire by their
         terms not more than 30 days after the date of issue, sale, grant or
         assumption thereof, no adjustment of the Warrant Price shall be made
         until the expiration or exercise of all such Options, whereupon such
         adjustment shall be made in the manner provided in subdivision (c)
         above.

                  2.4. Treatment of Stock Dividends, Stock Splits, etc. In case
the Company at any time or from time to time after the date hereof shall declare
or pay any dividend on the Common Stock payable in Common Stock, or shall effect
a subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in Common Stock), then, and in each such case, Additional Shares of
Common Stock shall be deemed to have been issued (a) in the case of any such
dividend, immediately after the close of business on the record date for the
determination of holders of any class of securities entitled to receive such
dividend, or (b) in the case of any such subdivision, at the close of business
on the day immediately prior to the day upon which such corporate action becomes
effective.

                  2.5. Computation of Consideration. For the purposes of this
section 2,

                  (a) the consideration for the issue or sale of any Additional
         Shares of Common Stock shall, irrespective of the accounting treatment
         of such consideration,

                           (i) insofar as it consists of cash, be computed at
                  the net amount of cash received by the Company,

                           (ii) insofar as it consists of property (including
                  securities) other than cash, be computed at the fair value
                  thereof at the time of such issue or sale, as determined in
                  good faith by the Board of Directors of the Company, and


                                       7
<PAGE>   11
                           (iii) in case Additional Shares of Common Stock are
                  issued or sold together with other stock or securities or
                  other assets of the Company for a consideration which covers
                  both, be the portion of such consideration so received,
                  computed as provided in clauses (i) and (ii) above, allocable
                  to such Additional Shares of Common Stock, all as determined
                  in good faith by the Board of Directors of the Company;

                  (b) Additional Shares of Common Stock deemed to have been
         issued pursuant to section 2.3, relating to Options and Convertible
         Securities, shall be deemed to have been issued for a consideration per
         share determined by dividing

                           (i) the total amount, if any, received and receivable
                  by the Company as consideration for the issue, sale, grant or
                  assumption of the Options or Convertible Securities in
                  question, plus the minimum aggregate amount of additional
                  consideration (as set forth in the instruments relating
                  thereto, without regard to any provision contained therein for
                  a subsequent adjustment of such consideration to protect
                  against dilution) payable to the Company upon the exercise in
                  full of such Options or the conversion or exchange of such
                  Convertible Securities or, in the case of Options for
                  Convertible Securities, the exercise of such Options for
                  Convertible Securities and the conversion or exchange of such
                  Convertible Securities, in each case computing such
                  consideration as provided in the foregoing subdivision (a),

by

                           (ii) the maximum number of shares of Common Stock (as
                  set forth in the instruments relating thereto, without regard
                  to any provision contained therein for a subsequent adjustment
                  of such number to protect against dilution) issuable upon the
                  exercise of such Options or the conversion or exchange of such
                  Convertible Securities; and

                  (c) Additional Shares of Common Stock deemed to have been
         issued pursuant to section 2.4, relating to stock dividends, stock
         splits, etc., shall be deemed to have been issued for no consideration.

                  2.6. Adjustments for Combinations, etc. In case the
outstanding


                                       8
<PAGE>   12
shares of Common Stock shall be combined or consolidated, by reclassification,
reverse stock-split or otherwise, into a lesser number of shares of Common
Stock, the Warrant Price in effect immediately prior to such combination or
consolidation shall, concurrently with the effectiveness of such combination or
consolidation, be proportionately increased.

                  2.7. Minimum Adjustment of Warrant Price. If the amount of any
adjustment of the Warrant Price required pursuant to this section 2 would be
less than one tenth (1/10) of one percent (1%) of the Warrant Price in effect at
the time such adjustment is otherwise so required to be made, such amount shall
be carried forward and adjustment with respect thereto made at the time of and
together with any subsequent adjustment which, together with such amount and any
other amount or amounts so carried forward, shall aggregate at least one tenth
(1/10) of one percent (1%) of such Warrant Price.

                  3. Adjustments for Consolidation, Merger, Sale of Assets,
Reorganization, etc. In case the Company after the date hereof (a) shall
consolidate with or merge into any other Person and shall not be the continuing
or surviving corporation of such consolidation or merger, or (b) shall permit
any other Person to consolidate with or merge into the Company and the Company
shall be the continuing or surviving Person but, in connection with such
consolidation or merger, the Common Stock or Other Securities shall be changed
into or exchanged for stock or other securities of any other Person or cash or
any other property, or (c) shall transfer all or substantially all of its
properties or assets to any other Person, or (d) shall effect a capital
reorganization or reclassification of the Common Stock or Other Securities
(other than a capital reorganization or reclassification resulting in the issue
of Additional Shares of Common Stock for which adjustment in the Warrant Price
is provided in section 2.2.1 or 2.2.2), then, this Warrant shall automatically
terminate in its entirety immediately upon the consummation of such transaction,
provided that, upon the basis and the terms and in the manner provided in this
Warrant, the holder of this Warrant shall be permitted to exercise this Warrant
immediately preceding the consummation of such transaction and immediately after
such exercise shall be entitled to receive (at the aggregate Warrant Price in
effect at the time of such consummation for all Common Stock or Other Securities
issuable upon such exercise immediately prior to such consummation), in lieu of
the Common Stock or Other Securities issuable upon such exercise prior to such
consummation, the stock and other securities, cash and property to which such
holder would have been entitled upon such consummation if such holder had
exercised the rights represented by this Warrant immediately prior thereto.


                                       9
<PAGE>   13
                  4. Other Dilutive Events. In case any event shall occur as to
which the provisions of section 2 or section 3 are not strictly applicable but
the failure to make any adjustment would not fairly protect the purchase rights
represented by this Warrant in accordance with the essential intent and
principles of such sections, then, in each such case, the Company shall appoint
a firm of independent certified public accountants of recognized national
standing (which may be the regular auditors of the Company), which shall give
their opinion upon the adjustment, if any, on a basis consistent with the
essential intent and principles established in sections 2 and 3, necessary to
preserve, without dilution, the purchase rights represented by this Warrant.
Upon receipt of such opinion, the Company will promptly mail a copy thereof to
the holder of this Warrant and shall make the adjustments described therein.

                  5. No Dilution or Impairment. The Company will not, by
amendment of its certificate of incorporation or through any consolidation,
merger, reorganization, transfer of assets, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of
the holder of this Warrant against dilution or other impairment. Without
limiting the generality of the foregoing, the Company (a) will not permit the
par value of any shares of stock receivable upon the exercise of this Warrant to
exceed the amount payable therefor upon such exercise, (b) will take all such
action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of stock on the exercise
of the Warrants from time to time outstanding and (c) will not take any action
which results in any adjustment of the Warrant Price if the total number of
shares of Common Stock (or Other Securities) issuable after the action upon the
exercise of all of the Warrants would exceed the total number of shares of
Common Stock (or Other Securities) then authorized by the Company's certificate
of incorporation and available for the purpose of issue upon such exercise.

                  6. Report as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable upon
the exercise of this Warrant, the Company at its expense will promptly compute
such adjustment or readjustment in accordance with the terms of this Warrant and
provide to holder an officers certificate verifying such computation (other than
any computation of the fair value of property as determined in good faith by the
Board of Directors of the Company) and prepare a report setting forth such
adjustment or readjustment and showing in reasonable detail the method


                                       10
<PAGE>   14
of calculation thereof and the facts upon which such adjustment or readjustment
is based, including a statement of (a) the consideration received or to be
received by the Company for any Additional Shares of Common Stock issued or sold
or deemed to have been issued, (b) the number of shares of Common Stock
outstanding or deemed to be outstanding, and (c) the Warrant Price in effect
immediately prior to such issue or sale and as adjusted and readjusted (if
required by section 2) on account thereof. The Company will forthwith mail a
copy of each such report to each holder of a Warrant and will, upon the written
request at any time of any holder of a Warrant, furnish to such holder a like
report setting forth the Warrant Price at the time in effect and showing in
reasonable detail how it was calculated.

                  7. Notices of Corporate Action. In the event of

                  (a) any taking by the Company of a record of the holders of
         Common Stock for the purpose of determining the holders thereof who are
         entitled to receive any dividend (other than a regular periodic
         dividend payable in cash out of earned surplus in an amount not
         exceeding the amount of the immediately preceding cash dividend for
         such period) or other distribution, or any right to subscribe for,
         purchase or otherwise acquire any shares of stock of any class or any
         other securities or property, or to receive any other right, or

                  (b) any capital reorganization of the Company, any
         reclassification or recapitalization of the capital stock of the
         Company or any consolidation or merger involving the Company and any
         other Person or any transfer of all or substantially all the assets of
         the Company to any other Person, or

                  (c) any voluntary or involuntary dissolution, liquidation or
         winding-up of the Company,

the Company will mail to each holder of a Warrant a notice specifying (i) the
date or expected date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and character of such
dividend, distribution or right, and (ii) the date or expected date on which any
such reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding-up is to take place and the time,
if any such time is to be fixed, as of which the holders of record of Common
Stock (or Other Securities) shall be entitled to exchange their shares of Common
Stock (or Other Securities) for the securities or other property deliverable
upon such reorganization, reclassification, recapitalization, consolidation,
merger,


                                       11
<PAGE>   15
transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at
least twenty days prior to the date therein specified.

                  8. Registration of Common Stock. If any shares of Common Stock
required to be reserved for purposes of exercise of this Warrant require
registration with or approval of any governmental authority under any federal or
state law (other than the Securities Act) before such shares may be issued upon
exercise, the Company will, at its expense and as expeditiously as possible, use
its reasonable best efforts to cause such shares to be duly registered or
approved, as the case may be. At any such time as Common Stock is listed on any
national securities exchange, the Company will, at its expense, use its
reasonable best efforts to obtain promptly and maintain the approval for listing
on each such exchange, upon official notice of issuance, the shares of Common
Stock issuable upon exercise of the then outstanding Warrants and maintain the
listing of such shares after their issuance; and the Company will use its
reasonable best efforts to list on such national securities exchange, register
under the Exchange Act and maintain such listing of, any Other Securities that
at any time are issuable upon exercise of the Warrants, if and at the time that
any securities of the same class shall be listed on such national securities
exchange by the Company.

                  9. Restrictions on Transfer.

                  9.1. Restrictive Legends. Except as otherwise permitted by
this section 9, each Warrant (including each Warrant issued upon the transfer of
any Warrant) shall be stamped or otherwise imprinted with a legend in
substantially the following form:

                  "This Warrant and any shares acquired upon the exercise of
         this Warrant have not been registered under the Securities Act of 1933,
         as amended, and may not be transferred, sold or otherwise disposed of
         except while a registration under such Act is in effect or pursuant to
         an exemption therefrom under such Act. This Warrant and such shares may
         be transferred only in compliance with the conditions specified in this
         Warrant."

Except as otherwise permitted by this section 9, each certificate for Common
Stock (or Other Securities) issued upon the exercise of any Warrant, and each
certificate issued upon the transfer of any such Common Stock (or Other
Securities), shall be stamped or otherwise imprinted with a legend in
substantially the following form:


                                       12
<PAGE>   16
                  "The shares represented by this certificate have not been
         registered under the Securities Act of 1933 and may not be transferred
         in the absence of such registration or an exemption therefrom under
         such Act. Such shares may be transferred only in compliance with the
         conditions specified in certain Common Stock Purchase Warrants issued
         by Network Plus Corp. A complete and correct copy of the form of such
         Warrant is available from Network Plus Corp. and will be furnished to
         the holder of such shares upon written request and without charge."

                  9.2. Notice of Proposed Transfer; Opinions of Counsel. Prior
to any transfer of any Restricted Securities which are not registered under an
effective registration statement under the Securities Act, the holder thereof
will give written notice to the Company of such holder's intention to effect
such transfer and to comply in all other respects with this section 9.2. Each
such notice (a) shall describe the manner and circumstances of the proposed
transfer in sufficient detail to enable counsel to render the opinions referred
to below, and (b) shall designate counsel for the holder giving such notice (who
may be house counsel for such holder). The holder giving such notice will submit
a copy thereof to the counsel designated in such notice and the Company will
promptly submit a copy thereof to its counsel. The following provisions shall
then apply:

                           (i) If (A) in the opinion of such counsel for the
                  holder the proposed transfer may be effected without
                  registration of such Restricted Securities under the
                  Securities Act, and (B) counsel for the Company shall not have
                  rendered a reasoned written objection thereto within 15 days
                  after the receipt by the Company of such written notice that
                  such registration is required, such holder shall thereupon be
                  entitled to transfer such securities in accordance with the
                  terms of the notice delivered by such holder to the Company.
                  Each warrant or certificate, if any, representing such
                  securities issued upon or in connection with such transfer
                  shall bear the appropriate restrictive legend required by
                  section 9.1, unless in the opinion of each such counsel such
                  legend is no longer required to insure compliance with the
                  Securities Act.

                           (ii) If in the opinion of either of or both such
                  counsel the proposed transfer may not legally be effected
                  without registration of such Restricted Securities under the
                  Securities Act (such opinion or opinions to state the basis of
                  the legal conclusions reached therein), the Company will
                  promptly so notify the holder thereof


                                       13
<PAGE>   17
                  and thereafter such holder shall not be entitled to transfer
                  such Restricted Securities until either (x) receipt by the
                  Company of a further notice from such holder pursuant to the
                  foregoing provisions of this section 9.2 and fulfillment of
                  the provisions of clause (i) above or (y) such shares have
                  been effectively registered under the Securities Act.

Notwithstanding the foregoing provisions of this section 9.2(ii), [THE PURCHASER
OF THE WARRANTS] shall be permitted to transfer any Restricted Securities to a
limited number of institutional investors, provided that (A) each such investor
represents in writing that it is acquiring such Restricted Securities for
investment and not with a view to the distribution thereof (subject, however, to
any requirement of law that the disposition thereof shall at all times be within
the control of such transferee), (B) each such investor agrees in writing to be
bound by all the restrictions on transfer of such Restricted Securities
contained in this section 9.2 and (C) [THE PURCHASER OF THE WARRANTS] delivers
to the Company an opinion of Skadden, Arps, Slate, Meagher & Flom, or other
counsel satisfactory to the Company, stating that such transfer may be effected
without registration under the Securities Act. The Company will pay the
reasonable fees and disbursements of Skadden, Arps, Slate, Meagher & Flom or
Hale & Dorr for any holder of Restricted Securities and of counsel for the
Company in connection with all opinions rendered by them pursuant to this
section 9.2 and pursuant to section 9.3; provided that such opinions relate to
the transfer of at least 1,284,685 shares of Common Stock in the aggregate
(subject to proportionate adjustment as provided for hereunder) and that such
shares will cease to constitute Restricted Securities following such transfer
for the purposes of this section 9.2 and section 9.3.

                  9.3. Termination of Restrictions. The restrictions imposed by
this section 9 upon the transferability of Restricted Securities shall cease and
terminate as to any particular Restricted Securities (a) when such securities
shall have been effectively registered under the Securities Act, or (b) when, in
the opinions of both counsel for the holder thereof and counsel for the Company,
such restrictions are no longer required in order to insure compliance with the
Securities Act. Whenever such restrictions shall cease and terminate as to any
Restricted Securities, the holder thereof shall be entitled to receive from the
Company, without expense (other than applicable transfer taxes, if any), new
securities of like tenor not bearing the applicable legends required by section
9.1.

                  10. Reservation of Stock, etc. The Company will at all times
reserve and keep available, solely for issuance and delivery upon exercise of
the


                                       14
<PAGE>   18
Warrants, the number of shares of Common Stock (or Other Securities) from time
to time issuable upon exercise of all Warrants at the time outstanding. All
shares of Common Stock (or Other Securities) issuable upon exercise of any
Warrants shall be duly authorized and, when issued upon such exercise, shall be
validly issued and, in the case of shares, fully paid and nonassessable with no
liability on the part of the holders thereof.

                  11. Registration and Transfer of Warrants, etc.

                  11.1. Warrant Register; Ownership of Warrants. The Company
will keep at the principal office of the Company or its transfer agent a
register in which the Company will provide for the registration of Warrants and
the registration of transfers of Warrants. The Company may treat the Person in
whose name any Warrant is registered on such register as the owner thereof for
all other purposes, and the Company shall not be affected by any notice to the
contrary, except that, if and when any Warrant is properly assigned in blank,
the Company may (but shall not be obligated to) treat the bearer thereof as the
owner of such Warrant for all purposes. Subject to section 9, a Warrant, if
properly assigned, may be exercised by a new holder without a new Warrant first
having been issued.

                  11.2. Transfer and Exchange of Warrants. Upon surrender of any
Warrant for registration of transfer or for exchange to the Company at its
principal office, the Company at its expense will (subject to compliance with
section 9, if applicable) execute and deliver in exchange therefor a new Warrant
or Warrants of like tenor, in the name of such holder or as such holder (upon
payment by such holder of any applicable transfer taxes) may direct, calling in
the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant or Warrants so surrendered.

                  11.3. Replacement of Warrants. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Warrant and, in the case of any such loss, theft or
destruction of any Warrant, upon delivery of an indemnity bond in such
reasonable amount as the Company may determine (or, in the case of any Warrant
held by any Institutional Holder or its nominee, of an indemnity agreement from
such Institutional Holder reasonably satisfactory to the Company), or, in the
case of any such mutilation, upon the surrender of such Warrant for cancellation
to the Company at its principal office, the Company at its expense will execute
and deliver, in lieu thereof, a new Warrant of like tenor.


                                       15
<PAGE>   19
                  12. Registration under Securities Act, etc.

                  12.1. Registration on Request.

                  (a) Request. On no more than three occasions upon the written
         request of one or more Initiating Holders, requesting that the Company
         effect the registration under the Securities Act of all or part of such
         Initiating Holders' Registerable Securities and specifying the intended
         method of disposition thereof, the Company will, subject to the terms
         of this Warrant, promptly give written notice of such requested
         registration to all registered holders of Registerable Securities, and
         thereupon the Company will effect the registration under the Securities
         Act of

                           (i) the Registerable Securities which the Company has
                  been so requested to register by such Initiating Holders for
                  disposition in accordance with the intended method of
                  disposition stated in such request, and

                           (ii) all other Registerable Securities the holders of
                  which shall have made a written request to the Company for
                  registration thereof within 30 days after the giving of such
                  written notice by the Company (which request shall specify the
                  intended method of disposition of such Registerable
                  Securities),

all to the extent requisite to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registerable Securities so to be
registered.

                  (b) Registration Statement Form. Registrations under this
         section 12.1 shall be on such appropriate registration form of the
         Commission (i) as shall be selected by the Company and (ii) as shall
         permit the disposition of such Registerable Securities in accordance
         with the intended method or methods of disposition specified in their
         request for such registration. The Company agrees to include in any
         such registration statement all information which holders of
         Registerable Securities being registered shall reasonably request. If,
         in connection with any registration under this section 12.1 which is
         proposed by the Company to be on Form S-3 or any similar short form
         registration statement which is a successor to Form S-3, the managing
         underwriters, if any, shall advise the Company in writing that in their
         opinion the use of another permitted form is of material


                                       16
<PAGE>   20
         importance to the success of the offering, then such registration shall
         be on such other permitted form.

                  (c) Expenses. The Company will pay all Registration Expenses
         in connection with any registration requested pursuant to this section
         12.1 by any Initiating Holders of Registerable Securities prior to the
         time at which three such registrations shall have been effected in
         which all of the Registerable Securities requested to be included in
         such registration by any holders of Registerable Securities shall have
         been registered pursuant to this section 12.1. The Registration
         Expenses (and underwriting discounts and commissions and transfer
         taxes, if any) in connection with each other registration requested
         under this section 12.1 shall be allocated pro rata among all Persons
         on whose behalf securities of the Company are included in such
         registration, on the basis of the respective amounts of the securities
         then being registered on their behalf.

                  (d) Effective Registration Statement. A registration requested
         pursuant to this section 12.1 shall not be deemed to have been effected
         (i) unless a registration statement with respect thereto has become
         effective, provided that a registration which does not become effective
         after the Company has filed a registration statement with respect
         thereto solely by reason of the refusal to proceed of the Initiating
         Holders (other than a refusal to proceed based upon the advice of
         counsel relating to a matter with respect to the Company or material
         adverse information concerning the business or financial condition of
         the Company which is made known to the Initiating Holders after the
         date on which such registration was requested) shall be deemed to have
         been effected by the Company at the request of such Initiating Holders
         unless the Initiating Holders shall have elected to pay all
         Registration Expenses in connection with such registration, (ii) if,
         after it has become effective, such registration becomes subject to any
         stop order, injunction or other order or requirement of the Commission
         or other governmental agency or court for any reason, (provided that,
         in lieu of such registration not being deemed to have been effected,
         the Company may extend the registration period may be extended by the
         period of such stop order, injunction or other order, up to a maximum
         of ninety days) or (iii) the conditions to closing specified in the
         purchase agreement or underwriting agreement entered into in connection
         with such registration are not satisfied, other than by reason of some
         act or omission by such Initiating Holders.

                  (e) Selection of Underwriters. If a requested registration
         pursuant to this section 12.1 involves an underwritten offering, the


                                       17
<PAGE>   21
         underwriter or underwriters thereof shall be selected by the holders of
         at least a majority (by number of shares) of the Registerable
         Securities as to which registration has been requested and shall be
         acceptable to the Company, which shall not unreasonably withhold its
         acceptance of any such underwriters.

                  (f) Priority in Requested Registrations. If a requested
         registration pursuant to this section 12.1 involves an underwritten
         offering, and the managing underwriter shall advise the Company in
         writing (with a copy to each holder of Registerable Securities
         requesting registration) that, in its opinion, the number of securities
         requested to be included in such registration exceeds the number which
         can be sold in such offering within a price range acceptable to the
         holders of a majority of the Registerable Securities requested to be
         included in such registration, the Company will include in such
         registration, to the extent of the number which the Company is so
         advised can be sold in such offering, Registerable Securities requested
         to be included in such registration by the holder or holders of
         Registerable Securities, pro rata among the holders thereof requesting
         such registration on the basis of the number of such securities
         requested to be included by such holders. In connection with any such
         registration, no securities other than Registerable Securities shall be
         covered by such registration.

                  (g) If at the time of any request to register Registerable
         Securities by any holder, pursuant to this Section 12.1, the Company is
         engaged or has plans to engage in a registered public offering or is
         engaged in any other activity which, in the good faith determination of
         the Company's Board of Directors, would be adversely affected by the
         requested registration, then the Company may at its option direct, upon
         no less than five days prior written notice, that such request be
         delayed for a period not in excess of 90 days from the date of the
         expiration of such notice, such right to delay a request to be
         exercised by the Company not more than once in any 12-month period.

                  12.2. Incidental Registration.

                  (a) Right to Include Registerable Securities. If the Company
         at any time proposes to register any of its securities under the
         Securities Act (other than by a registration on Form S-4 or S-8 or any
         successor or similar forms and other than pursuant to section 12.1),
         whether or not for sale for its own account, it will each such time
         give prompt written notice to


                                       18
<PAGE>   22
         all holders of Registerable Securities of its intention to do so and of
         such holders' rights under this section 12.2. Upon the written request
         of any such holder made within fifteen days after the receipt of any
         such notice (which request shall specify the Registerable Securities
         intended to be disposed of by such holder and the intended method of
         disposition thereof), the Company will, subject to the terms of this
         Warrant, effect the registration under the Securities Act of all
         Registerable Securities which the Company has been so requested to
         register by the holders thereof, to the extent requisite to permit the
         disposition (in accordance with the intended methods thereof as
         aforesaid) of the Registerable Securities so to be registered, by
         inclusion of such Registerable Securities in the registration statement
         which covers the securities which the Company proposes to register,
         provided that if, at any time after giving written notice of its
         intention to register any securities and prior to the effective date of
         the registration statement filed in connection with such registration,
         the Company shall determine for any reason either not to register or to
         delay registration of such securities, the Company may, at its
         election, give written notice of such determination to each holder of
         Registerable Securities and, thereupon, (i) in the case of a
         determination not to register, shall be relieved of its obligation to
         register any Registerable Securities in connection with such
         registration (but not from its obligation to pay the Registration
         Expenses in connection therewith), without prejudice, however, to the
         rights of any holder or holders of Registerable Securities entitled to
         do so to request that such registration be effected as a registration
         under section 12.1, and (ii) in the case of a determination to delay
         registering, shall be permitted to delay registering any Registerable
         Securities, for the same period as the delay in registering such other
         securities. No registration effected under this section 12.2 shall
         relieve the Company of its obligation to effect any registration upon
         request under section 12.1 nor shall any such registration hereunder be
         deemed to have been effected pursuant to section 12.1. The Company will
         pay all Registration Expenses in connection with each registration of
         Registerable Securities requested pursuant to this section 12.2.

                  (b) Priority in Incidental Registrations. If (i) a
         registration pursuant to this section 12.2 involves an underwritten
         offering of the securities so being registered, whether or not for sale
         for the account of the Company, to be distributed (on a firm commitment
         basis) by or through one or more underwriters of recognized standing
         under underwriting terms appropriate for such a transaction, (ii) the
         Registerable Securities so requested to be registered for sale for the
         account of holders of


                                       19
<PAGE>   23
         Registerable Securities are not also to be included in such
         underwritten offering (either because the Company has not been
         requested so to include such Registerable Securities pursuant to
         section 12.4(b) or, if requested to do so, is not obligated to do so
         under section 12.4(b)), and (iii) the managing underwriter of such
         underwritten offering shall inform the Company and holders of the
         Registerable Securities requesting such registration by letter of its
         belief that the distribution of all or a specified number of such
         Registerable Securities concurrently with the securities being
         distributed by such underwriters would interfere with the successful
         marketing of the securities being distributed by such underwriters
         (such writing to state the basis of such belief and the approximate
         number of such Registerable Securities which may be distributed without
         such effect), then the Company may, upon written notice to all holders
         of such Registerable Securities, reduce pro rata (if and to the extent
         stated by such managing underwriter to be necessary to eliminate such
         effect) the number of such Registerable Securities the registration of
         which shall have been requested by each holder of Registerable
         Securities so that the resultant aggregate number of such Registerable
         Securities so included in such registration shall be equal to the
         number of shares stated in such managing underwriter's letter.

                  12.3. Registration Procedures. If and whenever the Company is
required to effect the registration of any Registerable Securities under the
Securities Act as provided in sections 12.1 and 12.2 the Company shall promptly:

                           (i) prepare and (within sixty days after the end of
                  the period within which requests for registration may be given
                  to the Company or in any event as soon thereafter as possible)
                  (in the case of a registration pursuant to section 12.1, such
                  filing to be made within sixty days after the initial request
                  of one or more Initiating Holders of Registerable Securities
                  or in any event as soon thereafter as possible) file with the
                  Commission the requisite registration statement to effect such
                  registration (including such audited financial statements as
                  may be required by the Securities Act or the rules and
                  regulations promulgated thereunder) and thereafter use its
                  reasonable best efforts to cause such registration statement
                  to become and remain effective, provided, however, that the
                  Company may discontinue any registration of its securities
                  which are not Registerable Securities (and, under the
                  circumstances specified in section 12.2(a), its securities
                  which are Registerable Securities) at any time prior to the
                  effective date of the registration statement


                                       20
<PAGE>   24
                  relating thereto;

                           (ii) prepare and file with the Commission such
                  amendments and supplements to such registration statement and
                  the prospectus used in connection therewith as may be
                  necessary to keep such registration statement effective and to
                  comply with the provisions of the Securities Act with respect
                  to the disposition of all securities covered by such
                  registration statement until such time as all of such
                  securities have been disposed of in accordance with the
                  intended methods of disposition by the seller or sellers
                  thereof set forth in such registration statement or (i) in the
                  case of a registration pursuant to section 12.1, the
                  expiration of 180 days after such registration statement
                  becomes effective, or (ii) in the case of a registration
                  pursuant to section 12.2, the expiration of 90 days after such
                  registration statement becomes effective;

                           (iii) furnish to each seller of Registerable
                  Securities covered by such registration statement and each
                  underwriter, if any, of the securities being sold by such
                  seller such number of conformed copies of such registration
                  statement and of each such amendment and supplement thereto
                  (in each case including all exhibits), such number of copies
                  of the prospectus contained in such registration statement
                  (including each preliminary prospectus and any summary
                  prospectus) and any other prospectus filed under Rule 424
                  under the Securities Act, in conformity with the requirements
                  of the Securities Act, and such other documents, as such
                  seller and underwriter, if any, may reasonably request;

                           (iv) use its reasonable best efforts to register or
                  qualify all Registerable Securities and other securities
                  covered by such registration statement under such other
                  securities laws or blue sky laws of such jurisdictions as any
                  seller thereof and any underwriter of the securities being
                  sold by such seller shall reasonably request, to keep such
                  registrations or qualifications in effect for so long as such
                  registration statement remains in effect, and take any other
                  action which may be reasonably necessary or advisable to
                  enable such seller and underwriter to consummate the
                  disposition in such jurisdictions of the securities owned by
                  such seller, except that the Company shall not for any such
                  purpose be required to qualify generally to do business as a
                  foreign corporation in any jurisdiction wherein it would not
                  but for the requirements of this subdivision (iv)


                                       21
<PAGE>   25
                  be obligated to be so qualified, to subject itself to taxation
                  in any such jurisdiction or to consent to general service of
                  process in any such jurisdiction;

                           (v) use its reasonable best efforts to cause all
                  Registerable Securities covered by such registration statement
                  to be registered with or approved by such other governmental
                  agencies or authorities as may be necessary to enable the
                  seller or sellers thereof to consummate the disposition of
                  such Registerable Securities;

                           (vi) use its reasonable best efforts to furnish to
                  each seller of Registerable Securities a signed counterpart,
                  addressed to such seller and the underwriters, if any of

                  (x) an opinion of counsel for the Company, dated the effective
         date of such registration statement (or, if such registration includes
         an underwritten public offering, an opinion dated the date of the
         closing under the underwriting agreement), reasonably satisfactory in
         form and substance to such seller, and

                  (y) a "comfort" letter (or, in the case of such Person which
         does not satisfy the conditions for receipt of a "comfort" letter
         specified in Statement on Auditing Standards No. 72, an "agreed upon
         procedures" letter), dated the effective date of such registration
         statement (and, if such registration includes an underwritten public
         offering, a letter dated the date of the closing under the underwriting
         agreement), signed by the independent public accountants who have
         certified the Company's financial statements included in such
         registration statement,

covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of the
accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to the underwriters in underwritten public
offerings of securities (with, in the case of an "agreed upon procedures"
letter, such modifications or deletions as may be required under Statement on
Auditing Standards No. 35) and, in the case of the accountants' letter, such
other financial matters, and, in the case of the legal opinion, such other legal
matters, as such seller (or the underwriters, if any) may reasonably request;


                                       22
<PAGE>   26
                           (vii) notify the holders of Registerable Securities
                  and the managing underwriter or underwriters, if any, promptly
                  and confirm such advice in writing promptly thereafter:

                  (v) when the registration statement, the prospectus or any
prospectus supplement related thereto or post-effective amendment to the
registration statement has been filed, and, with respect to the registration
statement or any post-effective amendment thereto, when the same has become
effective;

                  (w) of any request by the Commission for amendments or
supplements to the registration statement or the prospectus or for additional
information;

                  (x) of the issuance by the Commission of any stop order
suspending the effectiveness of the registration statement or the initiation of
any proceedings by any Person for that purpose;

                  (y) if at any time the representations and warranties of the
Company made as contemplated by section 12.4 below cease to be true and correct;

                  (z) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any Registerable Securities
for sale under the securities or blue sky laws of any jurisdiction or the
initiation or threat of any proceeding for such purpose;

                           (viii) notify each seller of Registerable Securities
                  covered by such registration statement, at any time when a
                  prospectus relating thereto is required to be delivered under
                  the Securities Act, upon the Company's discovery that, or upon
                  the happening of any event as a result of which, the
                  prospectus included in such registration statement, as then in
                  effect, includes an untrue statement of a material fact or
                  omits to state any material fact required to be stated therein
                  or necessary to make the statements therein not misleading in
                  the light of the circumstances then existing, and at the
                  request of any such seller promptly prepare and furnish to
                  such seller and each underwriter, if any, a reasonable number
                  of copies of a supplement to or an amendment of such
                  prospectus as may be necessary so that, as thereafter
                  delivered to the purchasers of such securities, such
                  prospectus shall not include an untrue statement of a material
                  fact or omit to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading in the light of the circumstances then existing;


                                       23
<PAGE>   27
                           (ix) otherwise use its best efforts to comply with
                  all applicable rules and regulations of the Commission, and
                  make available to its security holders, as soon as reasonably
                  practicable, an earnings statement covering the period of at
                  least twelve months, but not more than eighteen months,
                  beginning with the first full calendar month after the
                  effective date of such registration statement, which earnings
                  statement shall satisfy the provisions of Section 11(a) of the
                  Securities Act and Rule 158 thereunder, and will furnish to
                  each such seller prior to the filing thereof a copy of any
                  amendment or supplement to such registration statement or
                  prospectus and shall not file any thereof to which any such
                  seller shall have reasonably objected on the grounds that such
                  amendment or supplement does not comply in all material
                  respects with the requirements of the Securities Act or of the
                  rules or regulations thereunder;

                           (x) make available for inspection by a representative
                  or representatives of the holders of Registerable Securities
                  any underwriter participating in any disposition pursuant to
                  the registration statement and any attorney or accountant
                  retained by such selling holders or underwriter (each, an
                  "INSPECTOR"), all financial and other records, pertinent
                  corporate documents and properties of the Company (the
                  "RECORDS"), and cause the Company's officers, directors and
                  employees to supply all information reasonably requested by
                  any such Inspector in connection with such registration in
                  order to permit a reasonable investigation within the meaning
                  of Section 11 of the Securities Act, provided that the Company
                  shall not be required to comply with this subdivision (xi) if
                  there is a reasonable likelihood, in the judgment of the
                  Company, that such delivery could result in the loss of any
                  attorney-client privilege related thereto; and provided
                  further that Records which the Company determines, in good
                  faith, to be confidential and which it notifies the Inspectors
                  are confidential shall not be disclosed by the Inspectors
                  (other than to any holder of Registerable Securities) unless
                  (x) such Records have become generally available to the public
                  or (y) the disclosure of such Records may be necessary or
                  appropriate (A) in compliance with any law, rule, regulation
                  or order applicable to any such Inspectors or holder of
                  Registerable Securities, (B) in response to any subpoena or
                  other legal process or (C) in connection with any litigation
                  to which such Inspectors or any holder of Registerable
                  Securities is a party;


                                       24
<PAGE>   28
                           (xi) provide and cause to be maintained a transfer
                  agent and registrar for all Registerable Securities covered by
                  such registration statement from and after a date not later
                  than the effective date of such registration statement;

                           (xii) take such other actions as sellers of such
                  Registerable Securities holding 51% of the shares so to be
                  sold shall reasonably request in order to expedite or
                  facilitate the disposition of such Registerable Securities;

                           (xiii) use its best efforts to list all Registerable
                  Securities covered by such registration statement on any
                  securities exchange on which any of the securities of the same
                  class as the Registerable Securities are then listed; and

                           (xiv) use its best efforts to provide a CUSIP number
                  for the Registerable Securities, not later than the effective
                  date of the registration statement.

The Company may require each seller of Registerable Securities as to which any
registration is being effected to furnish the Company such information regarding
such seller and the distribution of such securities as the Company may from time
to time reasonably request in writing.

                  Each holder of Registerable Securities shall be deemed to have
agreed by acquisition of such Registerable Securities that, upon receipt of any
notice from the Company of the occurrence of any event of the kind described in
subdivision (vii) or (viii) of this section 12.3, such holder will forthwith
discontinue such holder's disposition of Registerable Securities pursuant to the
registration statement relating to such Registerable Securities until such
holder's receipt of the copies of the supplemented or amended prospectus
contemplated by subdivision (vii) of this section 12.3 and, if so directed by
the Company, will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies, then in such holder's possession of the
prospectus relating to such Registerable Securities current at the time of
receipt of such notice.

                  In the event that, in the reasonable judgment of the Company,
it is necessary or advisable to suspend use of a prospectus included in a
Registration Statement due to pending material developments or other material
events that


                                       25
<PAGE>   29
have not yet been publicly disclosed and as to which the Company believes public
disclosure would be detrimental to the Company, the Company shall notify all
sellers of Registerable Securities to such effect, and upon receipt of such
notice, each such seller of Registerable Securities shall promptly discontinue
any sales of Registerable Securities pursuant to Registration Statement until
such seller of Registerable Securities has received copies of a supplemented or
amended prospectus or until such seller of Registerable Securities is advised in
writing by the Company that the current prospectus may be used and has received
copies of any additional or supplemental filings that are incorporated or deemed
incorporated by reference in such prospectus. Notwithstanding anything to the
contrary herein, the Company shall not exercise its rights under this paragraph
to suspend sales of Registerable Securities for a period in excess of ninety
days in any 365 day-period.

                  If any such registration or comparable statement refers to any
holder of Registerable Securities by name or otherwise as the holder of any
securities of the Company then such holder shall have the right to require (i)
the insertion therein of language, in form and substance satisfactory to such
holder, to the effect that the holding by such holder of such securities is not
to be construed as a recommendation by such holder of the investment quality of
the Company's securities covered thereby and that such holding does not imply
that such holder will assist in meeting any future financial requirements of the
Company, or (ii) in the event that such reference to such holder by name or
otherwise is not required by the Securities Act or any similar federal statute
then in force, the deletion of the reference to such holder.

                  12.4. Underwritten Offerings.

                  (a) Requested Underwritten Offerings. If requested by the
         underwriters for any underwritten offering by holders of Registerable
         Securities pursuant to a registration requested under section 12.1, the
         Company will enter into an underwriting agreement with such
         underwriters for such offering, such agreement to be satisfactory in
         substance and form to the Company, each such holder and the
         underwriters, and to contain such representations and warranties by the
         Company and such other terms as are generally prevailing in agreements
         of this type, including, without limitation, indemnities to the effect
         and to the extent provided in section 12.7. The holders of the
         Registerable Securities will cooperate with the Company in the
         negotiation of the underwriting agreement and will give consideration
         to the reasonable suggestions of the Company regarding the form
         thereof, provided that


                                       26
<PAGE>   30
         nothing herein contained shall diminish the foregoing obligations of
         the Company. The holders of Registerable Securities to be distributed
         by such underwriters shall be parties to such underwriting agreement
         and may, at their option, require that any or all of the
         representations and warranties by, and the other agreements on the part
         of, the Company to and for the benefit of such underwriters shall also
         be made to and for the benefit of such holders of Registerable
         Securities and that any or all of the conditions precedent to the
         obligations of such underwriters under such underwriting agreement be
         conditions precedent to the obligations of such holders of Registerable
         Securities. Any such holder of Registerable Securities shall not be
         required to make any representations or warranties to or agreements
         with the Company or the underwriters other than representations and
         warranties contained in a writing furnished by such holder expressly
         for use in such registration statement, customary representations and
         warranties contained in the relevant underwriting agreement, or
         agreements regarding such holder, such holder's Registerable Securities
         and such holder's intended method of distribution and any other
         representation required by law.

                  (b) Incidental Underwritten Offerings. If the Company at any
         time proposes to register any of its securities under the Securities
         Act as contemplated by section 12.2 and such securities are to be
         distributed by or through one or more underwriters, the Company will,
         if requested by any holder of Registerable Securities as provided in
         section 12.2 and subject to the provisions of section 12.2(b), use its
         best efforts to arrange for such underwriters to include all the
         Registerable Securities to be offered and sold by such holder among the
         securities to be distributed by such underwriters, provided that if the
         managing underwriter of such underwritten offering shall inform the
         holders of the Registerable Securities requesting such registration and
         the holders of any other securities which shall have exercised, in
         respect of such underwritten offering, registration rights comparable
         to the rights under section 12.2 by letter of its belief that inclusion
         in such underwritten distribution of all or a specified number of such
         Registerable Securities or of such other shares of securities so
         requested to be included would interfere with the successful marketing
         of the securities (other than such Registerable Securities and other
         shares of securities so requested to be included) by the underwriters
         (such writing to state the basis of such belief and the approximate
         number of such Registerable Securities and shares of other securities
         so requested to be included which may be included in such underwritten
         offering without such effect), then the Company may, upon


                                       27
<PAGE>   31
         written notice to all holders of such Registerable Securities and of
         such other shares of securities so requested to be included, exclude
         pro rata from such underwritten offering (if and to the extent stated
         by such managing underwriter to be necessary to eliminate such effect)
         the number of such Registerable Securities and shares of such other
         securities so requested to be included the registration of which shall
         have been requested by each holder of Registerable Securities and by
         the holders of such other so that the resultant aggregate number of
         such Registerable Securities and of such other shares of securities so
         requested to be included which are included in such underwritten
         offering shall be equal to the approximate number of shares stated in
         such managing underwriter's letter. The holders of Registerable
         Securities to be distributed by such underwriters shall be parties to
         the underwriting agreement between the Company and such underwriters
         and may, at their option, require that any or all of the
         representations and warranties by, and the other agreements on the part
         of, the Company to and for the benefit of such underwriters shall also
         be made to and for the benefit of such holders of Registerable
         Securities and that any or all of the conditions precedent to the
         obligations of such underwriters under such underwriting agreement be
         conditions precedent to the obligations of such holders of Registerable
         Securities. Any such holder of Registerable Securities shall not be
         required to make any representations or warranties to or agreements
         with the Company or the underwriters other than representations,
         warranties or agreements regarding such holder, such holder's
         Registerable Securities and such holder's intended method of
         distribution and any other representation required by law.
         Notwithstanding anything to the contrary contained herein, in the event
         that any terms of this Section 12 are inconsistent with or conflict
         with the terms of the proviso to Section 5.01(b) of the Warrant
         Agreement dated as of September 3, 1998 between the Company and
         American Stock Transfer & Trust Company (the "UNIT AGREEMENT"), the
         terms of the Unit Agreement shall govern and the terms hereof shall be
         deemed to be amended insofar as is necessary to resolve such
         inconsistency or conflict.

                  (c) Confidentiality. Any holder receiving any written notice
from the Company regarding the Company's plans to file a Registration Statement
shall treat such notice confidentially and shall not disclose such information
to any person other than as necessary to exercise its rights under this Warrant.

                  (d) Participation in Underwritten Offerings. No Person may
participate in any underwritten offering hereunder unless such Person (i) agrees


                                       28
<PAGE>   32
to sell such Person's securities on the basis provided in any underwriting
arrangements approved, subject to the terms and conditions hereof, by the
holders of a majority of Registerable Securities to be included in such
underwritten offering and (ii) completes and executes all questionnaires,
indemnities, underwriting agreements and other documents (other than powers of
attorney) required under the terms of such underwriting arrangements.
Notwithstanding the foregoing, no underwriting agreement (or other agreement in
connection with such offering) shall require any holder of Registerable
Securities to make any representations or warranties to or agreements with the
Company or the underwriters other than representations and warranties contained
in a writing furnished by such holder expressly for use in the related
registration statement, customary representations or warranties contained in the
relevant underwriting agreement, or agreements regarding such holder, such
holder's Registerable Securities and such holder's intended method of
distribution and any other representation required by law.

                  12.5. Preparation; Reasonable Investigation. In connection
with the preparation and filing of each registration statement under the
Securities Act pursuant to this Warrant, the Company will give the holders of
Registerable Securities registered under such registration statement, their
underwriters, if any, and their respective counsel and accountants, the
opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the Commission, and each
amendment thereof or supplement thereto, and will give each of them such access
to its books and records and such opportunities to discuss the business of the
Company with its officers and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of such
holders' and such underwriters' respective counsel, to conduct a reasonable
investigation within the meaning of the Securities Act, provided that the
Company shall not be required to comply with this section 12.5 if there is a
reasonable likelihood, in the judgment of the Company, that such delivery could
result in the loss of any attorney-client privilege related thereto; and
provided further that Records which the Company determines, in good faith, to be
confidential and which it notifies the holders of Registerable Securities are
confidential shall not be disclosed by the holders of Registerable Securities
unless (x) such Records have become generally available to the public or (y) the
disclosure of such Records may be necessary or appropriate (A) in compliance
with any law, rule, regulation or order applicable to any such holder of
Registerable Securities, (B) in response to any subpoena or other legal process
or (C) in connection with any litigation to which any such holder of
Registerable Securities is a party.


                                       29
<PAGE>   33
                  12.6. Indemnification.

                  (a) Indemnification by the Company. In the event of any
         registration of any securities of the Company under the Securities Act,
         the Company will, and hereby does, indemnify and hold harmless in the
         case of any registration statement filed pursuant to section 12.1 or
         12.2, the holder of any Registerable Securities covered by such
         registration statement, its directors and officers, each other Person
         who participates as an underwriter in the offering or sale of such
         securities and each other Person, if any, who controls such holder or
         any such underwriter within the meaning of the Securities Act, against
         any losses, claims, damages or liabilities, joint or several, to which
         such holder or any such director or officer or underwriter or
         controlling person may become subject under the Securities Act or
         otherwise, insofar as such losses, claims, damages or liabilities (or
         actions or proceedings, whether commenced or threatened, in respect
         thereof) arise out of or are based upon any untrue statement or alleged
         untrue statement of any material fact contained in any registration
         statement under which such securities were registered under the
         Securities Act, any preliminary prospectus, final prospectus or summary
         prospectus contained therein, or any amendment or supplement thereto,
         or any omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, and the Company will reimburse such holder and
         each such director, officer, underwriter and controlling person for any
         legal or any other expenses reasonably incurred by them in connection
         with investigating or defending any such loss, claim, liability, action
         or proceeding, provided that the Company shall not be liable in any
         such case to the extent that any such loss, claim, damage, liability
         (or action or proceeding in respect thereof) or expense arises out of
         or is based upon an untrue statement or alleged untrue statement or
         omission or alleged omission made in such registration statement, any
         such preliminary prospectus, final prospectus, summary prospectus,
         amendment or supplement in reliance upon and in conformity with written
         information furnished to the Company through an instrument duly
         executed by such holder specifically stating that it is for use in the
         preparation thereof and, provided, further that the Company shall not
         be liable to any Person who participates as an underwriter, in the
         offering or sale of Registerable Securities or to any other Person, if
         any, who controls such underwriter within the meaning of the Securities
         Act, in any such case to the extent that any such loss, claim, damage,
         liability (or action or proceeding in respect thereof) or expense
         arises out of such Person's failure to send or give a copy


                                       30
<PAGE>   34
         of the final prospectus, as the same may be then supplemented or
         amended, within the time required by the Securities Act to the Person
         asserting an untrue statement or alleged untrue statement or omission
         or alleged omission at or prior to the written confirmation of the sale
         of Registerable Securities to such Person if such statement or omission
         was corrected in such final prospectus. Such indemnity shall remain in
         full force and effect regardless of any investigation made by or on
         behalf of such holder or any such director, officer, underwriter or
         controlling person and shall survive the transfer of such securities by
         such holder.

                  (b) Indemnification by the Sellers. The Company may require,
         as a condition to including any Registerable Securities in any
         registration statement filed pursuant to section 12.3, that the Company
         shall have received an undertaking satisfactory to it from the
         prospective seller of such Registerable Securities, to indemnify and
         hold harmless (in the same manner and to the same extent as set forth
         in subdivision (a) of this section 12.6) the Company, each director of
         the Company, each officer of the Company and each other person, if any,
         who controls the Company within the meaning of the Securities Act, with
         respect to any statement or alleged statement in or omission or alleged
         omission from such registration statement, any preliminary prospectus,
         final prospectus or summary prospectus contained therein, or any
         amendment or supplement thereto, if such statement or alleged statement
         or omission or alleged omission was made in reliance upon and in
         conformity with written information furnished to the Company through an
         instrument duly executed by such seller specifically stating that it is
         for use in the preparation of such registration statement, preliminary
         prospectus, final prospectus, summary prospectus, amendment or
         supplement. Any such indemnity shall remain in full force and effect,
         regardless of any investigation made by or on behalf of the Company or
         any such director, officer or controlling person and shall survive the
         transfer of such securities by such seller.

                  (c) Notices of Claims, etc. Promptly after receipt by an
         indemnified party of notice of the commencement of any action or
         proceeding involving a claim referred to in the preceding subdivisions
         of this section 12.6 and subdivision (f) below, such indemnified party
         will, if a claim in respect thereof is to be made against an
         indemnifying party, give written notice to the latter of the
         commencement of such action, provided that the failure of any
         indemnified party to give notice as provided herein shall not relieve
         the indemnifying party of its obligations under the preceding
         subdivisions of this section 12.6, except to the extent that the
         indemnifying party is


                                       31
<PAGE>   35
         actually prejudiced by such failure to give notice. In case any such
         action is brought against an indemnified party, unless in such
         indemnified party's reasonable judgment a conflict of interest between
         such indemnified and indemnifying parties may exist in respect of such
         claim, the indemnifying party shall be entitled to participate in and
         to assume the defense thereof, jointly with any other indemnifying
         party similarly notified, to the extent that the indemnifying party may
         wish, with counsel reasonably satisfactory to such indemnified party,
         and after notice from the indemnifying party to such indemnified party
         of its election so to assume the defense thereof, the indemnifying
         party shall not be liable to such indemnified party for any legal or
         other expenses subsequently incurred by the latter in connection with
         the defense thereof other than reasonable costs of investigation. No
         indemnifying party shall, without the consent of the indemnified party,
         consent to entry of any judgment or enter into any settlement of any
         such action which does not include as an unconditional term thereof the
         giving by the claimant or plaintiff to such indemnified party of a
         release from all liability, or a covenant not to sue, in respect to
         such claim or litigation. No indemnified party shall consent to entry
         of any judgment or enter into any settlement of any action for which
         indemnity is required to be provided by an indemnifying party hereunder
         without the consent of such indemnifying party; in no event shall the
         indemnifying party be required to pay the expenses of more than one law
         firm per jurisdiction as counsel for the indemnified party. The
         provisions of this subsection (c) shall also apply to a contribution
         pursuant to subsection (f) below.

                  (d) Other Indemnification. Indemnification similar to that
         specified in the preceding subdivisions of this section 12.6 (with
         appropriate modifications) shall be given by the Company and each
         seller of Registerable Securities with respect to any required
         registration or other qualification of securities under any Federal or
         state law or regulation of any governmental authority, other than the
         Securities Act.

                  (e) Indemnification Payments. The indemnification required by
         this section 12.6 shall be made by periodic payments of the amount
         thereof during the course of the investigation or defense, as and when
         bills are received or expense, loss, damage or liability is incurred.

                  (f) Contribution. If the indemnification provided for in the
         preceding subdivisions of this section 12.6 is unavailable to an
         indemnified party in respect of any expense, loss, claim, damage or
         liability referred to therein, then each indemnifying party, in lieu of
         indemnifying such


                                       32
<PAGE>   36
         indemnified party, shall contribute to the amount paid or payable by
         such indemnified party as a result of such expense, loss, claim, damage
         or liability (i) in such proportion as is appropriate to reflect the
         relative benefits received by the Company on the one hand and the
         holder or underwriter, as the case may be, on the other from the
         distribution of the Registerable Securities or (ii) if the allocation
         provided by clause (i) above is not permitted by applicable law, in
         such proportion as is appropriate to reflect not only the relative
         benefits referred to in clause (i) above but also the relative fault of
         the Company on the one hand and of the holder or underwriter, as the
         case may be, on the other in connection with the statements or
         omissions which resulted in such expense, loss, damage or liability, as
         well as any other relevant equitable considerations. The relative fault
         of the Company on the one hand and of the holder or underwriter, as the
         case may be, on the other shall be determined by reference to, among
         other things, whether the untrue or alleged untrue statement of a
         material fact or omission to state a material fact relates to
         information supplied by the Company, by the holder or by the
         underwriter and the parties' relative intent, knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission, provided that the foregoing contribution agreement shall not
         inure to the benefit of any indemnified party if indemnification would
         be unavailable to such indemnified party by reason of the provisions
         contained in the first sentence of subdivision (a) of this section
         12.6, and in no event shall the obligation of any indemnifying party to
         contribute under this subdivision (f) exceed the amount that such
         indemnifying party would have been obligated to pay by way of
         indemnification if the indemnification provided for under subdivisions
         (a) or (b) of this section 12.6 had been available under the
         circumstances.

                  The Company and the holders of Registerable Securities agree
         that it would not be just and equitable if contribution pursuant to
         this subdivision (f) were determined by pro rata allocation (even if
         the holders and any underwriters were treated as one entity for such
         purpose) or by any other method of allocation that does not take
         account of the equitable considerations referred to in the immediately
         preceding paragraph. The amount paid or payable by an indemnified party
         as a result of the losses, claims, damages and liabilities referred to
         in the immediately preceding paragraph shall be deemed to include,
         subject to the limitations set forth in the preceding sentence and
         subdivision (c) of this section 12.6, any legal or other expenses
         reasonably incurred by such indemnified party in connection with
         investigating or defending any such action or claim.


                                       33
<PAGE>   37
                  Notwithstanding the provisions of this subdivision (f), no
         holder of Registerable Securities or underwriter shall be required to
         contribute any amount in excess of the amount by which (i) in the case
         of any such holder, the net proceeds received by such holder from the
         sale of Registerable Securities or (ii) in the case of an underwriter,
         the total price at which the Registerable Securities purchased by it
         and distributed to the public were offered to the public exceeds, in
         any such case, the amount of any damages that such holder or
         underwriter has otherwise been required to pay by reason of such untrue
         or alleged untrue statement or omission. No Person guilty of fraudulent
         misrepresentation (within the meaning of Section 11(f) of the
         Securities Act) shall be entitled to contribution from any person who
         was not guilty of such fraudulent misrepresentation.

                  13. Definitions. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:

                  Acquiring Person: With reference to the transactions referred
to in clauses (a) through (d) of section 3.1, the continuing or surviving
corporation of a consolidation or merger with the Company (if other than the
Company), the transferee of substantially all of the properties of the Company,
the corporation consolidating with or merging into the Company in a
consolidation or merger in connection with which the Common Stock is changed
into or exchanged for stock or other securities of any other Person or cash or
any other property, or, in the case of a capital reorganization or
reclassification, the Company.

                  Acquisition Price: As applied to the Common Stock, (a) the
Market Price on the date immediately preceding the date on which any transaction
to which section 3 applies is consummated, or (b) if a purchase, tender or
exchange offer is made by the Acquiring Person (or by any of its affiliates) to
the holders of the Common Stock and such offer is accepted by the holders of
more than 50% of the outstanding shares of Common Stock, the greater of (i) the
price determined in accordance with the provisions of the foregoing clause (a)
of this sentence and (ii) the Market Price on the date immediately preceding the
acceptance of such offer by the holders of more than 50% of the outstanding
shares of Common Stock.

                  Additional Shares of Common Stock: All shares (including
treasury shares) of Common Stock issued or sold (or, pursuant to section 2.3 or
2.4, deemed to be issued) by the Company after the date hereof, whether or not
subsequently reacquired or retired by the Company, other than


                                       34
<PAGE>   38
                  (a) shares issued upon the exercise of the Warrants,

                  (b) shares issued (including upon the exercise of options) to
         directors, advisors, employees or consultants of the Company pursuant
         to a stock option plan, employee stock purchase plan, restricted stock
         plan or other agreement approved by the board of directors of the
         Company,

                  (c) such additional number of shares as may become issuable
         upon the exercise of any of the securities referred to in the foregoing
         clauses (a) and (b) by reason of adjustments required pursuant to
         anti-dilution provisions applicable to such securities as in effect on
         the date hereof, but only if and to the extent that such adjustments
         are required as the result of the original issuance of the Warrants,

                  (d) such additional number of shares as may become issuable
         upon the exercise of any of the securities referred to in the foregoing
         clauses (a) and (b) by reason of adjustments required pursuant to
         anti-dilution provisions applicable to such securities as in effect on
         the date hereof, in order to reflect any subdivision or combination of
         Common Stock, by reclassification or otherwise, or any dividend on
         Common Stock payable in Common Stock,

                  (e) shares issued upon exercise of any warrants outstanding on
         the date hereof, and

                  (f) shares issued pursuant to the terms of the Company's
         7 1/2% Series A Cumulative Convertible Preferred Stock, including as
         dividends thereon or pursuant to the conversion thereof.

                  Business Day: Any day other than a Saturday or a Sunday or a
day on which commercial banking institutions in the City of New York are
authorized by law to be closed. Any reference to "days" (unless Business Days
are specified) shall mean calendar days.

                  Commission: The Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.

                  Common Stock: As defined in the introduction to this Warrant,
such term to include any stock into which such Common Stock shall have been
changed or any stock resulting from any reclassification of such Common Stock,
and all


                                       35
<PAGE>   39
other stock of any class or classes (however designated) of the Company the
holders of which have the right, without limitation as to amount, either to all
or to a share of the balance of current dividends and liquidating dividends
after the payment of dividends and distributions on any shares entitled to
preference.

                  Company: As defined in the introduction to this Warrant, such
term to include any corporation which shall succeed to or assume the obligations
of the Company hereunder in compliance with section 3.

                  Convertible Securities: Any evidences of indebtedness, shares
of stock (other than Common Stock) or other securities directly or indirectly
convertible into or exchangeable for Additional Shares of Common Stock.

                  Credit Agreement: That certain Credit Agreement, by and among
Network Plus, Inc., Network Plus Corp., the lenders party thereto from time to
time, Goldman Sachs Credit Partners L.P., as a joint lead arranger, book runner
and as syndication agent, FleetBoston Robertson Stephens Inc., as a joint lead
arranger, DLJ Bridge Finance, Inc., as documentation agent and Fleet National
Bank, as administrative agent and as collateral agent, dated as of September 27,
2000.

                  Current Market Price: On any date specified herein, the
average daily Market Price during the period of the most recent 20 days, ending
on such date, on which the national securities exchanges were open for trading,
except that if no Common Stock is then listed or admitted to trading on any
national securities exchange or quoted in the over-the-counter market, the
Current Market Price shall be the Market Price on such date.

                  Exchange Act: The Securities Exchange Act of 1934, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

                  Initiating Holders: Any holder or holders of Registerable
Securities holding at least 50% of the Registerable Securities (by number of
shares at the time issued and outstanding), and initiating a request pursuant to
section 12.1 for the registration of all or part of such holder's or holders'
Registerable Securities.

                  Institutional Holder: Any original purchaser of any Warrant,
any insurance company, pension fund, mutual fund, investment company, bank,
savings bank, savings and loan association, broker-dealer, investment adviser,
investment


                                       36
<PAGE>   40
banking company, trust company or any finance or credit company, any portfolio
or any investment fund managed by any of the foregoing, any other institutional
investor and any nominee of any of the foregoing.

                  Market Price: On any date specified herein, the amount per
share of the Common Stock, equal to (a) the last sale price of such Common
Stock, regular way, on such date or, if no such sale takes place on such date,
the average of the closing bid and asked prices thereof on such date, in each
case as officially reported on the principal national securities exchange on
which such Common Stock is then listed or admitted to trading, or (b) if such
Common Stock is not then listed or admitted to trading on any national
securities exchange but is designated as a national market system security by
the NASD, the last trading price of the Common Stock on such date, or (c) if
there shall have been no trading on such date or if the Common Stock is not so
designated, the average of the closing bid and asked prices of the Common Stock
on such date as shown by the NASD automated quotation system, or (d) if such
Common Stock is not then listed or admitted to trading on any national exchange
or quoted in the over-the-counter market, the higher of (x) the book value
thereof as determined by any firm of independent public accountants of
recognized standing selected by the Board of Directors of the Company as of the
last day of any month ending within 60 days preceding the date as of which the
determination is to be made or (y) the fair value thereof determined in good
faith by the Board of Directors of the Company as of a date which is within 18
days of the date as of which the determination is to be made.

                  Market Value: Per share of common stock (or equivalent equity
interests) of the Acquiring Person or its Parent on any date specified herein,
(a) the average of the last sale prices, regular way, on the 20 consecutive
business days immediately preceding such date or, if there shall have been no
sale on any such day, the average of the closing bid and asked prices on such
date, in each case as officially reported on the principal national securities
exchange on which such common stock is at the time listed or admitted to
trading, or (b) if such common stock is not then listed or admitted to trading
on any national securities exchange, but is designated as a national market
system security by the NASD, the last trading price of the common stock on such
date, or if there shall have been no trading on such date or if the common stock
is not so designated, the average of the reported closing bid and asked prices
on such 20 days as shown by the NASD automated quotation system.

                  NASD: The National Association of Securities Dealers, Inc.


                                       37
<PAGE>   41
                  Options: Rights, options or warrants to subscribe for,
purchase or otherwise acquire either Additional Shares of Common Stock or
Convertible Securities.

                  Other Securities: Any stock (other than Common Stock) and
other securities of the Company or any other Person (corporate or otherwise)
which the holders of the Warrants at any time shall be entitled to receive, or
shall have received, upon the exercise of the Warrants, in lieu of or in
addition to Common Stock, or which at any time shall be issuable or shall have
been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to section 3 or otherwise.

                  Parent: As to any Acquiring Person any corporation which (a)
controls the Acquiring Person directly or indirectly through one or more
intermediaries, (b) is required to include the Acquiring Person in the
consolidated financial statements contained in such Parent's Annual Report on
Form 10-K and (c) is not itself included in the consolidated financial
statements of any other person (other than its consolidated subsidiaries).

                  Person: A corporation, an association, a partnership, an
organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.

                  Purchaser: As defined in the introduction to this Warrant.

                  Registerable Securities: (a) Any shares of Common Stock or
Other Securities issued or issuable upon exercise of this Warrant and (b) any
securities issued or issuable with respect to any securities referred to in the
foregoing subdivision by way of stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise. As to any particular Registerable Securities, once
issued such securities shall cease to be Registerable Securities when (a) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (b) they shall have
been distributed to the public pursuant to Rule 144 (or any successor provision)
under the Securities Act, (c) they shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent disposition of them shall not
require registration or qualification of them under the Securities Act or any
similar state law then in force, (d) they shall have ceased to be outstanding
or,


                                       38
<PAGE>   42
(e) such securities are eligible for sale pursuant to Rule 144(k) (or any
successor provision) under the Securities Act.

                  Registration Expenses: All expenses incident to the Company's
performance of or compliance with section 12, including, without limitation, all
registration, filing and NASD fees, all fees and expenses of complying with
securities or blue sky laws, all word processing, duplicating and printing
expenses, messenger and delivery expenses, the fees and disbursements of counsel
for the Company and of its independent public accountants, including the
expenses of any special audits or "cold comfort" letters required by or incident
to such performance and compliance, the reasonable fees and disbursements of one
counsel retained by holder or holders and accountants retained by the holder or
holders of more than 50% of the Registerable Securities being registered,
premiums and other costs of policies of insurance against liabilities arising
out of the public offering of the Registerable Securities being registered and
any fees and disbursements of underwriters customarily paid by issuers or
sellers of securities, but excluding underwriting discounts and commissions and
transfer taxes and fees and expenses of counsel for any holder except as set
forth above, if any, provided that, in any case where Registration Expenses are
not to be borne by the Company, such expenses shall not include salaries of
Company personnel or general overhead expenses of the Company, auditing fees,
premiums or other expenses relating to liability insurance required by
underwriters of the Company or other expenses for the preparation of financial
statements or other data normally prepared by the Company in the ordinary course
of its business or which the Company would have incurred in any event.

                  Restricted Securities: (a) any Warrants bearing the applicable
legend set forth in section 9.2, (b) any shares of Common Stock (or Other
Securities) issued upon the exercise of Warrants which are evidenced by a
certificate or certificates bearing the applicable legend set forth in such
section, (c) any shares of Common Stock (or Other Securities) issued subsequent
to the exercise of any of the Warrants as a dividend or other distribution with
respect to, or resulting from a subdivision of the outstanding shares of Common
Stock (or Other Securities) into a greater number of shares by reclassification,
stock splits or otherwise, or in exchange for or in replacement of the Common
Stock (or Other Securities) issued upon such exercise, which are evidenced by a
certificate or certificates bearing the applicable legend set forth in such
section, and (d) unless the context otherwise requires, any shares of Common
Stock (or Other Securities) issuable upon the exercise of Warrants, which, when
so issued, will be evidenced by a certificate or certificates bearing the
applicable legend set forth in such section.


                                       39
<PAGE>   43
                  Securities Act: The Securities Act of 1933, or any similar
federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.

                  Transfer: Any sale, assignment, pledge or other disposition of
any security, or of any interest therein, which could constitute a "sale" as
that term is defined in section 2(3) of the Securities Act.

                  Voting Securities: Stock of any class or classes (or
equivalent interests), if the holders of the stock of such class or classes (or
equivalent interests) are ordinarily, in the absence of contingencies, entitled
to vote for the election of the directors (or persons performing similar
functions) of such business entity, even though the right so to vote has been
suspended by the happening of such a contingency.

                  Warrant Price: As defined in section 2.1.

                  Warrants: The common stock purchase warrants issued in
connection with this warrant agreement.

                  Weighted Average Warrant Price: As to any holder of Restricted
Securities, the price determined by dividing (a) the sum of the aggregate
consideration previously paid by such holder upon the exercise of Warrants plus
the consideration payable upon the exercise of all Warrants held by such holder
by (b) the sum of (i) the aggregate number of shares previously received by such
holder upon the exercise of Warrants plus (ii) the number of shares which would
be received by such holder upon the exercise of all Warrants held by such
holder, based upon the Warrant Price in effect on the effective date of the
registration statement in respect of which the Weighted Average Warrant Price is
being determined.

                  14. Remedies. Each party hereto stipulates that the remedies
at law of the holder of this Warrant in the event of any default or threatened
default by the Company in the performance of or compliance with any of the terms
of this Warrant are not and will not be adequate and that, to the fullest extent
permitted by law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.

                  15. No Rights or Liabilities as Stockholder. Nothing contained
in this Warrant shall be construed as conferring upon the holder hereof any
rights


                                       40
<PAGE>   44
as a stockholder of the Company or as imposing any obligation on such holder to
purchase any securities or as imposing any liabilities on such holder as a
stockholder of the Company, whether such obligation or liabilities are asserted
by the Company or by creditors of the Company.

                  16. Notices. All notices and other communications under this
Warrant shall be in writing and shall be delivered, or mailed by registered or
certified mail, return receipt requested, by a nationally recognized overnight
courier, postage prepaid, addressed (a) if to any holder of any Warrant, at the
registered address of such holder as set forth in the register kept at the
principal office of the Company, or (b) if to the Company, to the attention of
its President at its principal office, provided that the exercise of any Warrant
shall be effective in the manner provided in section 1.

                  17. Amendments. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. Notwithstanding the foregoing, any term of Section 12
of this Warrant may be amended or waived upon the written consent of the Company
and the holders of Company Warrants (as defined below) representing at least a
majority of the number of shares of Common Stock then subject to the outstanding
Company Warrants; provided that any such amendment or waiver must apply to all
Company Warrants then outstanding. "COMPANY WARRANTS" shall mean this Warrant
and all other warrants in the series of warrants issued by the Company in
connection with the Credit Agreement, all dated the date hereof and of like
tenor (other than the number of shares of Common Stock issuable upon exercise
thereof), including any warrants issued upon partial exercise or transfer
thereof.

                  18. Expiration. The right to exercise this Warrant shall
expire at 5.00 p.m., New York City time, on September 27, 2003. Notwithstanding
anything to the contrary set forth herein all rights to registration hereunder
shall expire at 5:00 p.m. on September 27, 2005.

                  19. Descriptive Headings. The headings in this Warrant are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.

                  20. GOVERNING LAW. THIS WARRANT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY,
THE LAW OF THE STATE OF DELAWARE, WITHOUT


                                       41
<PAGE>   45
REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

                  21. Judicial Proceedings; Waiver of Jury. Any judicial
proceeding brought against the Company with respect to this Warrant may be
brought in any court of competent jurisdiction in the State of New York or of
the United States of America for the Southern District of New York and, by
execution and delivery of this Warrant, each of the Company and holder (a)
accepts, generally and unconditionally, the nonexclusive jurisdiction of such
courts and any related appellate court, and irrevocably agrees to be bound by
any judgment rendered thereby in connection with this Warrant, subject to any
rights of appeal, and (b) irrevocably waives any objection the Company may now
or hereafter have as to the venue of any such suit, action or proceeding brought
in such a court or that such court is an inconvenient forum. The Company hereby
waives personal service of process and consents, that service of process upon it
may be made by certified or registered mail, return receipt requested, at its
address specified or determined in accordance with the provisions of section 16,
and service so made shall be deemed completed on the third Business Day after
such service is deposited in the mail or, if earlier, when delivered. Nothing
herein shall affect the right to serve process in any other manner permitted by
law or shall limit the right of any holder of any Warrant to bring proceedings
against the Company in the courts of any other jurisdiction. THE COMPANY HEREBY
WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY, OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS WARRANT OR THE
RELATIONSHIP ESTABLISHED HEREUNDER.


                                                NETWORK PLUS CORP.



                                                By:_____________________________
                                                   Title:


                                       42
<PAGE>   46
                              FORM OF SUBSCRIPTION


                 [To be executed only upon exercise of Warrant]


To:  [NAME OF ISSUER]

The undersigned registered holder of the within Warrant hereby irrevocably
exercises such Warrant for, and purchases thereunder, ______* shares of Common
Stock of [NAME OF ISSUER] and herewith makes payment of $       therefor, and
requests that the certificates for such shares be issued in the name of, and



----------
         *        Insert here the number of shares called for on the face of
                  this Warrant (or, in the case of a partial exercise, the
                  portion thereof as to which this Warrant is being exercised),
                  in either case without making any adjustment for Additional
                  Shares of Common Stock or any other stock or other securities
                  or property or cash which, pursuant to the adjustment
                  provisions of this Warrant, may be delivered upon exercise. In
                  the case of partial exercise, a new Warrant or Warrants will
                  be issued and delivered, representing the unexercised portion
                  of the Warrant, to the holder surrendering the Warrant.


                                       43
<PAGE>   47
delivered to          , whose address is        .




Dated:                           _______________________________________________
                                 (Signature must conform in all respects to name
                                 of holder as specified on the face of Warrant)

                                 _______________________________________________
                                        (Street Address)

                                 _______________________________________________
                                      (City)(State)(Zip Code)


                                       44
<PAGE>   48
                               FORM OF ASSIGNMENT

                 [To be executed only upon transfer of Warrant]


For value received, the undersigned registered holder of the within Warrant
hereby sells, assigns and transfers unto        the right represented by such
Warrant to purchase      shares of [Common Stock] of [NAME OF ISSUER] to which
such Warrant relates, and appoints              Attorney to make such transfer
on the books of [NAME OF ISSUER] maintained for such purpose, with full power of
substitution in the premises.


Dated:                           _______________________________________________
                                 (Signature must conform in all respects to name
                                 of holder as specified on the face of Warrant)

                                 _______________________________________________
                                        (Street Address)

                                 _______________________________________________
                                      (City)(State)(Zip Code)

Signed in the presence of:


                                       45
</TEXT>
</DOCUMENT>
