NETWORK PLUS CORP
COMMON STOCK PURCHASE WARANT NO. FW-1
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>b37246npex10-4.txt
<DESCRIPTION>COMMON STOCK PURCHASE WARANT NO. FW-1
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.4


                               NETWORK PLUS CORP.

                          Common Stock Purchase Warrant


                                                              New York, New York
No. FW-1                                                      September 27, 2000

          NETWORK PLUS CORP. (the "COMPANY"), a Delaware corporation, for value
received, hereby certifies that GOLDMAN, SACHS & CO., or registered assigns, is
entitled to purchase from the Company 1,284,686 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 1,284,686
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.

          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


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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 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


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          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 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



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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 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


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     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 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


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          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 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


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<PAGE>   7

          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

               (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.


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<PAGE>   8
          2.6. ADJUSTMENTS FOR COMBINATIONS, ETC. In case the outstanding 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.

          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


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<PAGE>   9
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 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.


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          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, 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


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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:

          "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


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          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 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), Goldman, Sachs
& Co. 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) Goldman, Sachs & Co. 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


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<PAGE>   13
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
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


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<PAGE>   14
its expense will execute and deliver, in lieu thereof, a new Warrant of like
tenor.

          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
     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


FW-1 WARRANT                          14                               EXECUTION
<PAGE>   15
     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 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


FW-1 WARRANT                          15                               EXECUTION

<PAGE>   16
     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 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


FW-1 WARRANT                          16                               EXECUTION

<PAGE>   17
     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
     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


FW-1 WARRANT                          17                               EXECUTION
<PAGE>   18
     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 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


FW-1 WARRANT                          18                               EXECUTION
<PAGE>   19
          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) 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;

               (vii) notify the holders of Registerable Securities and the
          managing underwriter or underwriters, if any, promptly and confirm
          such advice in writing


FW-1 WARRANT                          19                               EXECUTION
<PAGE>   20
          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;

               (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


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<PAGE>   21
          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;

               (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


FW-1 WARRANT                          21                               EXECUTION
<PAGE>   22
               (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
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


FW-1 WARRANT                          22                               EXECUTION

<PAGE>   23
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 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


FW-1 WARRANT                          23                               EXECUTION
<PAGE>   24
     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 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


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<PAGE>   25
underwritten offering hereunder unless such Person (i) agrees 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.

          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


FW-1 WARRANT                          25                               EXECUTION

<PAGE>   26
     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 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


FW-1 WARRANT                          26                               EXECUTION
<PAGE>   27
     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
     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


FW-1 WARRANT                          27                               EXECUTION

<PAGE>   28
     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
     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


FW-1 WARRANT                          28                               EXECUTION

<PAGE>   29
     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.

          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.


FW-1 WARRANT                          29                               EXECUTION
<PAGE>   30
          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

          (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 71/2% 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


FW-1 WARRANT                          30                               EXECUTION
<PAGE>   31
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 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 banking company, trust company or any finance or credit company, any
portfolio or any investment fund managed by any of the


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<PAGE>   32
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.

          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


FW-1 WARRANT                          32                               EXECUTION
<PAGE>   33
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, (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


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<PAGE>   34
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.

          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


FW-1 WARRANT                          34                               EXECUTION
<PAGE>   35
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 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.


FW-1 WARRANT                          35                               EXECUTION
<PAGE>   36
          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 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.


FW-1 WARRANT                          36                               EXECUTION
<PAGE>   37

                                               NETWORK PLUS CORP.




                                               By: /s/ James J. Crowley
                                                  ------------------------------
                                                  Title: EVP and COO



FW-1 WARRANT                         S-1                               EXECUTION
<PAGE>   38
                              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, ______(1) 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
delivered to        , whose address is        .


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


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

-----------
(1)  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.


FW-1 WARRANT                                                           EXECUTION
<PAGE>   39
                                             (Street Address)


                                        ----------------------------------------
                                          (City)(State)(Zip Code)




FW-1 WARRANT                                                           EXECUTION
<PAGE>   40
                               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:



FW-1 WARRANT                                                           EXECUTION

<PAGE>   41





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


                               NETWORK PLUS CORP.

                          Common Stock Purchase Warrant



                         Dated as of September 27, 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.]



FW-1 WARRANT                                                           EXECUTION
<PAGE>   42
                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<S>                                                                           <C>
1.  EXERCISE OF WARRANT........................................................1
   1.1.  MANNER OF EXERCISE....................................................1
   1.2.  WHEN EXERCISE EFFECTIVE...............................................1
   1.3.  DELIVERY OF STOCK CERTIFICATES, ETC...................................2
   1.4.  PAYMENT BY APPLICATION OF SHARES OTHERWISE ISSUABLE...................2
   1.5.  EXERCISE OF WARRANTS..................................................2
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.........................3
   2.3.  TREATMENT OF OPTIONS AND CONVERTIBLE SECURITIES.......................4
   2.4.  TREATMENT OF STOCK DIVIDENDS, STOCK SPLITS, ETC.......................6
   2.5.  COMPUTATION OF CONSIDERATION..........................................6
   2.6.  ADJUSTMENTS FOR COMBINATIONS, ETC.....................................8
   2.7.  MINIMUM ADJUSTMENT OF WARRANT PRICE...................................8
3.  ADJUSTMENTS FOR CONSOLIDATION, MERGER, SALE OF ASSETS, REORGANIZATION, ETC.8
4.  OTHER DILUTIVE EVENTS......................................................8
5.  NO DILUTION OR IMPAIRMENT..................................................9
6.  REPORT AS TO ADJUSTMENTS...................................................9
7.  NOTICES OF CORPORATE ACTION...............................................10
8.  REGISTRATION OF COMMON STOCK..............................................10
9.  RESTRICTIONS ON TRANSFER..................................................11
   9.1.  RESTRICTIVE LEGENDS..................................................11
   9.2.  NOTICE OF PROPOSED TRANSFER; OPINIONS OF COUNSEL.....................11
   9.3.  TERMINATION OF RESTRICTIONS..........................................12
10. RESERVATION OF STOCK, ETC.................................................13
11. REGISTRATION AND TRANSFER OF WARRANTS, ETC................................13
   11.1. WARRANT REGISTER; OWNERSHIP OF WARRANTS..............................13
   11.2. TRANSFER AND EXCHANGE OF WARRANTS....................................13
   11.3. REPLACEMENT OF WARRANTS..............................................13
12. REGISTRATION UNDER SECURITIES ACT, ETC....................................14
   12.1. REGISTRATION ON REQUEST..............................................14
   12.2. INCIDENTAL REGISTRATION..............................................16
   12.3. REGISTRATION PROCEDURES..............................................17
</TABLE>


FW-1 WARRANT                                                           EXECUTION
<PAGE>   43
<TABLE>
<S>                                                                           <C>
   12.4.  UNDERWRITTEN OFFERINGS..............................................23
   12.5.  PREPARATION; REASONABLE INVESTIGATION...............................25
   12.6.  INDEMNIFICATION.....................................................25
13.  DEFINITIONS..............................................................29
14.  REMEDIES.................................................................35
15.  NO RIGHTS OR LIABILITIES AS STOCKHOLDER..................................35
16.  NOTICES..................................................................35
17.  AMENDMENTS...............................................................35
18.  EXPIRATION...............................................................36
19.  DESCRIPTIVE HEADINGS.....................................................36
20.  GOVERNING LAW............................................................36
21.  JUDICIAL PROCEEDINGS; WAIVER OF JURY.....................................36
</TABLE>


FW-1 WARRANT                                                           EXECUTION
<PAGE>   44
FORM OF SUBSCRIPTION..........................................................53

FORM OF ASSIGNMENT............................................................54
</TEXT>
</DOCUMENT>
