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MASTER AGREEMENT

	This Master Agreement dated December 30, 1998 is made by and between 
Comdisco, Inc. ("Comdisco") with offices at 6111 North River Road, 
Rosemont, Illinois 60018 and Network Plus, Inc. ("Customer") with offices 
at 234 Copeland Street, Quincy, MA 02169.


SECTION 1.  SCOPE

1.1	Schedules.  Comdisco will provide Services and Products under the 
terms and conditions of this Master Agreement and as more particularly 
defined in each Schedule.  Each Schedule will constitute a separate 
agreement with respect to the Services and Products provided.  Schedules 
may be entered into by Customer or any of its domestic subsidiaries and 
affiliates and such entity will be deemed to be Customer for that 
Schedule.  However, Customer, as set forth above, will remain jointly and 
severally liable for the performance of all obligations under each 
Schedule.

1.2	Supplements.  In connection with certain Services and Products, 
terms and conditions in addition to those specified in this Master 
Agreement may apply.  Where such additional terms and conditions apply, 
the Services and Products will be provided under this Master Agreement, 
related Schedules and Supplements.  If there is a conflict among the 
documents, the order of precedence will be the (i) Schedule, (ii) 
Supplement, and (iii) Master Agreement.

1.3	Changes.  Any change to this Agreement, which will include the terms 
and conditions of this Master Agreement together with related Schedules 
and Supplements, must be documented in writing.  Comdisco will have no 
obligation to commence work in connection with a change request until the 
change has been approved in writing by Comdisco and Customer.


SECTION 2.  FEES

2.1	Fees.  Customer will pay the fees for the Services and the Products 
in the amounts and in accordance with the payment terms set forth in each 
Schedule.

2.2	Late Fee.  Whenever any payment is not made within thirty (30) days 
of invoice date, or as otherwise specified in this Agreement, Customer 
will pay interest at the lesser of one and one-half percent (1.5%) per 
month or the maximum amount permitted by law.

2.3	Expenses.  Unless otherwise specified in a Schedule or Supplement, 
Customer will reimburse Comdisco for all reasonable expenses incurred in 
connection with Comdisco's performance under this Agreement.

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2.4	Taxes.  Customer will pay or reimburse Comdisco for any taxes, fees 
or other charges imposed by any local, state or federal authority 
(together with any related interest or penalties not due to the fault of 
Comdisco) resulting from this Agreement, or from any activities hereunder, 
except for taxes based on Comdisco's net income.


SECTION 3.  TERM

Each Schedule will take effect upon the signature of both parties and 
continue through the term as specified therein.  The Services to be 
provided under each Schedule will begin on the date set forth in the 
Schedule.


SECTION 4.  WARRANTIES AND LIABILITY

4.1	Services.  Comdisco warrants that the Services will be performed in 
a professional manner.

4.2	Products.  EXCEPT AS SPECIFICALLY STATED IN A SCHEDULE, THE 
PRODUCTS, INCLUDING THIRD PARTY SOFTWARE, ARE PROVIDED ON AN "AS IS" BASIS 
FROM THE MANUFACTURER AND COMDISCO SHALL HAVE NO LIABILITY IN CONNECTION 
WITH SUCH PRODUCTS OR ANY PORTION THEREOF, INCLUDING, BUT NOT LIMITED TO, 
INFRINGEMENT OF ANY PATENTS, COPYRIGHTS, TRADE SECRETS OR ANY OTHER 
PROPRIETARY RIGHT.

4.3	Exclusive Warranty.  EXCEPT AS EXPRESSLY SET FORTH IN THIS 
AGREEMENT, COMDISCO MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, 
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF 
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4.4	Liability.  Comdisco's liability to Customer from any cause 
whatsoever arising out of this Agreement will not, in any event, exceed 
the aggregate of the fees paid by Customer for the Services giving rise to 
the claim during the twelve (12) month period immediately prior to the 
occurrence of the claim.  UNDER NO CIRCUMSTANCES, WILL EITHER PARTY BE 
LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES EVEN IF 
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


SECTION 5.  MUTUAL INDEMNIFICATION

Each party will indemnify and hold the other party and its employees and 
agents, harmless against any and all third party claims, liabilities, 
losses, damages and causes of action relating to bodily injury, including 
death, or damage to real or tangible personal property arising out of the 
intentional or negligent acts or omissions of the indemnifying party which 
occurred during the performance of a Schedule.  The indemnifying party, 
however, will not be responsible for injury or damage attributed to the 
intentional or negligent acts or omissions of the indemnified party, its 
employees or agents.

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SECTION 6.  OWNERSHIP AND CONFIDENTIALITY

6.1	Ownership.  Comdisco retains all rights in Comdisco Proprietary 
Materials.  For purposes of this Agreement, Comdisco Proprietary Materials 
will mean all materials, information and other deliverable items 
originally developed by Comdisco under a Schedule as well as Comdisco's 
proprietary tools, methodologies, documentation and methods of analysis.  
Comdisco grants to Customer the right to use Comdisco Proprietary 
Materials delivered to Customer under a Schedule.  Customer may use 
Comdisco Proprietary Materials for Customer's internal business use only 
and not for the benefit of a third party.  Any proprietary software 
product of Comdisco will be licensed to Customer under a separate license 
agreement.

6.2	Confidentiality.  Each party (including its employees and agents) 
will use the same standard of care to protect any confidential information 
of the other disclosed during negotiation or performance of this Agreement 
that it uses to protect its own confidential information.  Comdisco's 
confidential information includes this Master Agreement, each Schedule and 
Supplement, Comdisco Proprietary Materials and Comdisco's security systems 
and procedures.  Confidential information will not include information 
which (i) is or becomes publicly available through no wrongful act of the 
receiving party; (ii) was known by the receiving party at the time of 
disclosure without any obligation of confidentiality; (iii) was acquired 
by the receiving party from a third party that was not under an obligation 
of confidence; or (iv) was developed independently by the receiving party.


SECTION 7.  PROPRIETARY RIGHTS PROTECTION

Comdisco will defend at its expense any third party claim brought against 
Customer alleging that the Comdisco Proprietary Materials infringe a 
copyright, trade secret or presently existing United States patent and 
will pay any damages finally awarded against Customer.  Comdisco will not 
be obligated to defend Customer unless Customer notifies Comdisco promptly 
in writing of the claim and provides reasonable cooperation and full 
authority for Comdisco to defend or settle the claim.  Comdisco will not 
be liable for any claim of infringement based on any information, data, or 
materials provided by Customer.

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SECTION 8.  TERMINATION

Either party may, by written notice, terminate a Schedule for cause if the 
other party fails to cure a material default under the Schedule.  Any 
material default must be specifically identified in the notice of 
termination.  After written notice, the notified party will have ten (10) 
days to remedy any monetary default and thirty (30) days to remedy any 
other default.  Failure to remedy the material default within the time 
period provided for herein will give cause for immediate termination.  If 
termination is due to Customer's material default, Customer will 
immediately pay to Comdisco the amounts then owing under the relevant 
Schedule up to the date of termination.  The foregoing payments will be in 
addition to all other legal and equitable rights of Comdisco and any 
remedies set forth in a Schedule or Supplement


SECTION 9.  MISCELLANEOUS

9.1	Each party is an independent contractor and, except as expressly set 
forth herein will have no authority to bind or commit the other party.  
Nothing herein shall be deemed or construed to create a joint venture, 
partnership or agency relationship between the parties.

9.2	Customer may not assign this Agreement or any of its rights or 
obligations therein (except to its successor pursuant to a merger, 
consolidation or sale of all or substantially all of its assets) without 
obtaining the prior written consent of Comdisco.

9.3	The waiver by either party of a breach of any provision of this 
Agreement will not be construed as a waiver of any subsequent breach.  The 
invalidity, in whole or in part, of any provision of this Agreement will 
not affect the validity of the remaining provisions.

9.4	This Master Agreement and each Schedule and Supplement represents 
the entire agreement between the parties and supersedes all oral or other 
written agreements or understandings between the parties concerning the 
Services and Products.  This Agreement may not be modified unless in 
writing and signed by the party against whom enforcement of the 
modification is sought.

9.5	Any notice, request or other communication under this Agreement will 
be given in writing and deemed received upon the earlier of actual receipt 
or three (3) days after mailing if mailed postage prepaid by regular or 
airmail to the address set forth above or, one day after such notice is 
sent by courier or facsimile transmission.

9.6	No third party is intended to be, or will be construed to be, a 
beneficiary of any provision of this Agreement nor have any right to 
enforce any of its provisions or to pursue any remedy for its breach.

9.7	Those terms and conditions which would, by their meaning or intent, 
survive the expiration or termination of any Schedule will so survive.

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9.8	THIS MASTER AGREEMENT AND EACH SCHEDULE AND SUPPLEMENT IS GOVERNED 
BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ITS CONFLICT OF 
LAWS PROVISIONS.  If there is any dispute or litigation as a result of 
this Agreement, the prevailing party will be entitled to reasonable 
attorney's fees.  Any action by either party must be brought within two 
(2) years after the cause of action arose.

9.9	During the term of each Schedule and for a period of one (1) year 
from the completion of the Services thereunder, Customer agrees not to 
knowingly employ or solicit for employment any Comdisco employee who was 
involved in the furnishing of the Services under the relevant Schedule.

9.10	Preprinted terms on Customer's purchase order or other 
acknowledgment form will be of no force or effect.

9.11	Comdisco will not be considered in default under this Agreement due 
to any failure in its performance due to causes beyond its control.

IN WITNESS WHEREOF, the parties have caused this Master Agreement to be 
executed by their duly authorized officers as of the day and year first 
set forth above.


	Network Plus, Inc.		                	Comdisco, Inc.
----------------------------
Customer

By:  Steven Shapiro			                By:  Rosemary P. Geisler

Title:  Vice President, CFO 	        	Title:  Senior Vice President
        and Treasurer

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PRODUCT SUPPLEMENT DATED December 30, 1998

TO THE MASTER AGREEMENT DATED December 30, 1998

BETWEEN COMDISCO, INC ("COMDISCO") AND

Network Plus, Inc. ("CUSTOMER")


SECTION 1.  PROPERTY LEASED

Comdisco leases to Customer all of the Products described on any Schedule 
entered into pursuant to the terms of this Product Supplement.


SECTION 2.  TERM

On the Commencement Date Customer will be deemed to accept the Products, 
will be bound to its rental obligations for the Products and the term of a 
Schedule will begin and continue through the Initial Term and thereafter 
until terminated by either party upon prior written notice received during 
the Notice Period.  No termination may be effective prior to the 
expiration of the Initial Term.


SECTION 3.  RENT AND PAYMENT

Rent is due and payable in advance, in immediately available funds, on the 
first day of each Rent Interval to the payee and at the location specified 
in Comdisco's invoice.  Interim Rent is due and payable when invoiced.  If 
any payment is not made when due, Customer will pay interest at the 
Overdue Rate.


SECTION 4.  SELECTION AND WARRANTY AND DISCLAIMER OF WARRANTIES

4.1	Selection.  Customer acknowledges that it has selected the Products 
and disclaims any reliance upon statements made by Comdisco.

4.2	Warranty and Disclaimer of Warranties.  Comdisco warrants to 
Customer that, so long as Customer is not in default, Comdisco will not 
disturb Customer's quiet and peaceful possession, and unrestricted use of 
the Products.  To the extent permitted by the manufacturer, Comdisco 
assigns to Customer during the term of the Schedule any manufacturer's 
warranties for the Products.  Comdisco is not responsible for any 
liability, claim, loss, damage or expense of any kind (including strict 
liability in tort) caused by the Products except for any loss or damage 
caused by the negligent acts of Comdisco.

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SECTION 5.  TITLE AND ASSIGNMENT

5.1	Title.  Customer holds the Products subject and subordinate to the 
rights of the Owner, Comdisco, any Assignee and any Secured Party.  
Customer authorizes Comdisco, as Customer's agent, to prepare, execute and 
file in Customer's name precautionary Uniform Commercial Code financing 
statements showing the interest of the Owner, Comdisco, and any Assignee 
or Secured Party in the Products and to insert serial numbers in Schedules 
as appropriate.  Except as provided in Sections 5.2 and 7.2, Customer 
will, at its expense, keep the Products free and clear from any liens or 
encumbrances of any kind (except any caused by Comdisco) and will 
indemnify and hold Comdisco, Owner, any Assignee and Secured Party 
harmless from and against any loss caused by Customer's failure to do so.

5.2	Relocation or Sublease.  Upon prior written notice, Customer may 
relocate Products to any location within the continental United States 
provided (i) the Products will not be used by an entity exempt from 
federal income tax and (ii) all additional costs (including any 
administrative fees, additional taxes and insurance coverage) are 
reconciled and promptly paid by Customer.

5.3	Customer may sublease the Products upon the reasonable consent of 
Comdisco and the Secured Party.  Such consent to sublease will be granted 
if:  (i) Customer meets the relocation requirements set out above, (ii) 
the sublease is expressly subject and subordinate to the terms of the 
Schedule, (iii) Customer assigns its rights in the sublease to Comdisco 
and the Secured Party as additional collateral and security, (iv) 
Customer's obligation to maintain and insure the Products is not altered, 
(v) all financing statements required to continue the Secured Party's 
prior perfected security interest are filed, and (vi) the sublease is not 
to a leasing entity affiliated with the manufacturer of the Products 
described on the Schedule.  Comdisco acknowledges Customer's right to 
sublease for a term which extends beyond the expiration of the Initial 
Term.  If Customer subleases the Products for a term extending beyond the 
expiration of such Initial Term of the applicable Schedule, Customer shall 
remain obligated upon the expiration of the Initial Term to return such 
Products, or, at Comdisco's sole discretion to (i) return Like Products or 
(ii) negotiate a mutually acceptable lease extension or purchase.  If the 
parties cannot mutually agree upon the terms of an extension or purchase, 
the term of the Schedule will extend upon the original terms and 
conditions until terminated pursuant to Section 2.

No relocation or sublease will relieve Customer from any of its 
obligations under this Product Supplement and the applicable Schedule.

5.3	Assignment by Comdisco.  The terms and conditions of each Schedule 
have been fixed by Comdisco in order to permit Comdisco to sell and/or 
assign or transfer its interest or grant a security interest in each 
Schedule and/or the Products to a Secured Party or Assignee.  In that 
event the term Comdisco will mean the Assignee and any Secured Party.  
However, any assignment, sale, or other transfer by Comdisco will not 
relieve Comdisco of its obligations to Customer and will not materially 
change Customer's duties or materially increase the burdens or risks 

<PAGE> 8

imposed on Customer.  The Customer consents to and will acknowledge such 
assignments in a written notice given to Customer.  Customer also agrees 
that:

(a) 	The Secured Party will be entitled to exercise all of Comdisco's 
rights, but will not be obligated to perform any of the obligations of 
Comdisco.  The Secured Party will not disturb Customer's quiet and 
peaceful possession and unrestricted use of the Products so long as 
Customer is not in default and the Secured Party continues to receive all 
Rent payable under the Schedule;

(b) 	Customer will pay all Rent and all other amounts payable to the 
Secured Party, despite any defense or claim which it has against Comdisco.  
Customer reserves its right to have recourse directly against Comdisco for 
any defense or claim; and

(c) 	Subject to and without impairment of Customer's leasehold rights in 
the Products, Customer holds the Products for the Secured Party to the 
extent of the Secured Party's rights in the Products.


SECTION 6.  NET LEASE AND TAXES

6.1	Net Lease.  Each Schedule constitutes a net lease.  Customer's 
obligation to pay Rent and all other amounts is absolute and unconditional 
and is not subject to any abatement, reduction, set-off, defense, 
counterclaim, interruption, deferment or recoupment for any reason 
whatsoever.

6.2	Taxes.  Comdisco will file all personal property tax returns for the 
Products and pay all property taxes due.  Customer will reimburse Comdisco 
for property taxes within thirty (30) days of receipt of an invoice.


SECTION 7.  CARE, USE AND MAINTENANCE, ATTACHMENTS AND RECONFIGURATIONS 
AND INSPECTION BY COMDISCO

7.1	Care, Use and Maintenance.  Customer will maintain the Products in 
good operating order and appearance, protect the Products from 
deterioration, other than normal wear and tear, and will not use the 
Products for any purpose other than that for which it was designed.  If 
commercially available, Customer will maintain in force a standard 
maintenance contract with the manufacturer of the Products, or another 
party acceptable to Comdisco, and upon request will provide Comdisco with 
a complete copy of that contract.  If Customer has the Products maintained 
by a party other then the manufacturer, Customer agrees to pay any costs 
necessary for the manufacturer to bring the Products to then current 
release, revision and engineering change levels, and to re-certify the 
Products as eligible for manufacturer's maintenance at the expiration of 
the lease term.  The lease term will continue upon the same terms and 
conditions until recertification has been obtained.

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7.2	Attachments and Reconfigurations.  Upon prior written notice to 
Comdisco, Customer may reconfigure and install Attachments on the 
Products.  In the event of such a Reconfiguration or Attachment, Customer 
shall, upon return of the Products, at its expense, restore the Products 
to the original configuration specified on the Schedule in accordance with 
the manufacturer's specifications and in the same operating order, repair 
and appearance as when installed (normal wear and tear excluded).  If any 
parts are removed from the Products during the Reconfiguration or 
Attachment, the restoration will include, at Customer's option, the 
installation of either the original removed parts or Like Parts.  
Alternatively, with Comdisco's prior written consent which will not be 
unreasonably withheld, Customer may return the Products with any 
Attachment or upgrade.  If any parts of the Products are removed during a 
Reconfiguration or Attachment, Comdisco may require Customer to provide 
additional security, satisfactory to the Comdisco, in order to ensure 
performance of Customer's obligations set forth in this subsection.  
Neither Attachments nor parts installed on Products in the course of 
Reconfiguration shall be accessions to the Products.

However, if the Reconfiguration or Attachment (i) adversely affects 
Comdisco's tax benefits relating to the Products; (ii) is not capable of 
being removed without causing material damage to the Products; or (iii) if 
at the time of the Reconfiguration or Attachment the manufacturer does not 
offer on a commercial basis a means for the removal of the additional 
items; then such Reconfiguration or Attachment is subject to the prior 
written consent of Comdisco.

7.3	Inspection by Comdisco.  Upon request, Customer, during reasonable 
business hours and subject to Customer's security requirements, will make 
the Products and its related log and maintenance records available to 
Comdisco for inspection.


SECTION 8.  REPRESENTATIONS AND WARRANTIES OF CUSTOMER

Customer represents and warrants that for each Schedule entered into under 
this Product Supplement:

(a)	The execution, delivery and performance of the Customer have been 
duly authorized by all necessary corporate action;

(b)	The individual executing was duly authorized to do so;

(c)	The Master Agreement, Product Supplement and each Schedule 
constitute legal, valid and binding agreements of the Customer enforceable 
in accordance with their terms; and

(d) 	The Products are personal property and when subjected to use by the 
Customer will not be or become fixtures under applicable law.

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SECTION 9.  DELIVERY AND RETURN OF PRODUCTS

Customer assumes the full expense of transportation and in-transit 
insurance to Customer's premises and for installation of the Products.  
Upon expiration or termination of each Schedule, Customer will, at 
Comdisco's instructions and at Customer's expense (including 
transportation and in-transit insurance), have the Products deinstalled, 
audited by the manufacturer, packed and shipped in accordance with the 
manufacturer's specifications and returned to Comdisco in the same 
operating order, repair and appearance as when installed (ordinary wear 
and tear excluded), to a location within the continental United States as 
directed by Comdisco.  All items returned to Comdisco in addition to the 
Products become property of Comdisco.


SECTION 10.  LABELING

Upon request, Customer will mark the Products indicating Comdisco's 
interest. Customer will keep all Products free from any other marking or 
labeling which might be interpreted as a claim of ownership.


SECTION 11.  INDEMNITY

Customer will indemnify and hold Comdisco, any Assignee and any Secured 
Party harmless from and against any and all claims, costs, expenses, 
damages and liabilities, including reasonable attorney's fees, arising out 
of the ownership (for strict liability in tort only), selection, 
possession, leasing, operation, control, use, maintenance, delivery, 
return or other disposition of the Products.  However, Customer is not 
responsible to a party indemnified hereunder for any claims, costs, 
expenses, damages and liabilities occasion by the negligent acts of such 
indemnified party.  Customer agrees to carry bodily injury and property 
damage liability insurance during the term of the Schedule in amounts and 
against risks customarily insured against by the Customer on Products 
owned by it.  Any amounts received by Comdisco under that insurance will 
be credited against Customer's obligations under this Section.

<PAGE> 11

SECTION 12.  RISK OF LOSS

12.1	Customer's Risk of Loss.  If the Schedule indicates that the 
Customer has responsibility for the risk of loss of the Products, then the 
following terms will apply:

Effective upon delivery and until the Products are returned, Customer 
relieves Comdisco of responsibility for all risks of physical damage to or 
loss or destruction of the Products.  Customer will carry casualty 
insurance for the Products in an amount not less than the Casualty Value.  
All policies for such insurance will name Comdisco and any Secured Party 
as additional insured and as loss payee, and will provide for at least 
thirty (30) days prior written notice to Comdisco of cancellation or 
expiration.  The Customer will furnish appropriate evidence of such 
insurance.

Customer shall promptly repair any damaged Product unless such Product has 
suffered a Casualty Loss.  Within fifteen (15) days of a Casualty Loss, 
Customer will provide written notice of that loss to Comdisco and Customer 
will, at Comdisco's option, either (a) replace the damaged Product with 
Like Products and marketable title to the Like Products will automatically 
vest in Comdisco or (b) pay the Casualty Value and after that payment and 
the payment of all other amounts due and owing, Customer's obligation to 
pay further Rent for the damaged Product will cease.

12.2	Comdisco's Risk of Loss.  If the Schedule indicates that Comdisco 
has responsibility for the risk of loss of the Products, then the 
following terms will apply:

Effective upon delivery and throughout the Initial Term of a Schedule and 
any extension, Comdisco agrees to insure the Products against physical 
damage to or loss or destruction due to external cause as specified by the 
terms of Comdisco's then current insurance policy.  Comdisco relieves 
Customer of responsibility for physical damage to or loss or destruction 
of Products reimbursed by that insurance.  Customer will give Comdisco 
prompt notice of any damage, loss or destruction to any Product and 
Comdisco will determine within fifteen (15) days of its receipt of that 
notice whether the item has suffered a Casualty Loss.  If any Product 
suffers damage or a Casualty Loss which is reimbursable under Comdisco's 
insurance, upon payment by Customer of Comdisco's deductible, Comdisco 
will: (i) (for damaged Products) arrange and pay for the repair of any 
damaged Product; or (ii) (for any Casualty Loss) at Comdisco's option 
either replace the damaged Product with Like Products, or upon payment of 
all other amounts due by Customer terminate the relevant Schedule as it 
relates to the damaged Product.

If any Product suffers damage or a Casualty Loss which is not reimbursable 
under Comdisco's insurance, then Customer will comply with the provisions 
of the last paragraph of Section 12.1 regarding repair, replacement or 
payment of Casualty Value.

If Comdisco fails to maintain insurance coverage as required by this 
subsection 12.2, Customer will assume such risk of loss and, at the 

<PAGE> 12

request of any Assignee or Secured Party, will promptly provide insurance 
coverage.  This paragraph does not relieve Comdisco of its obligations to 
maintain coverage of the Products.


SECTION 13.  DEFAULT, REMEDIES AND MITIGATION

13.1	Default.  The occurrence of any one or more of the following Events 
of Default constitutes a default under a Schedule:

(a) 	Customer's failure to pay Rent or other amounts payable by Customer 
when due if that failure continues for ten (10) days after written notice; 
or

(b) 	Customer's failure to perform any other term or condition of the 
Schedule or the material inaccuracy of any representation or warranty made 
by the Customer in the Schedule or in any document or certificate 
furnished to the Comdisco hereunder if that failure or inaccuracy 
continues for fifteen (15) days after written notice; or

(c) 	An assignment by Customer for the benefit of its creditors, the 
failure by Customer to pay its debts when due, the insolvency of Customer, 
the filing by Customer or the filing against Customer of any petition 
under any bankruptcy or insolvency law or for the appointment of a trustee 
or other officer with similar powers, the adjudication of Customer as 
insolvent, the liquidation of Customer, or the following of any action for 
the purpose of the foregoing; or

(d) 	The occurrence of an Event of Default under any Schedule or other 
agreement between Customer and Comdisco or its Assignee or Secured Party.

13.2	Remedies.  Upon the occurrence of any of the above Events of 
Default, Comdisco, at its option, may:

(a)	enforce Customer's performance of the provisions of the applicable 
Schedule by appropriate court action in law or in equity;

(b)	recover from Customer any damages and or expenses, including Default 
Costs;

(c)	with notice and demand, recover all sums due and accelerate and 
recover the present value of the remaining payment stream of all Rent due 
under the defaulted Schedule (discounted at the same rate of interest at 
which such defaulted Schedule was discounted with a Secured Party plus any 
prepayment fees charged to Comdisco by the Secured Party or, if there is 
no Secured Party, then discounted at 6%) together with all Rent and other 
amounts currently due as liquidated damages and not as a penalty;

(d)	with notice and process of law and in compliance with Customer's 
security requirements, Comdisco may enter Customer's premises to remove 
and repossess the Products without being liable to Customer for damages 
due to the repossession, except these resulting from Comdisco's, its 
assignees', agents' or representatives' negligence; and

<PAGE> 13

(e) 	pursue any other remedy permitted by law or equity.

The above remedies, in Comdisco's discretion and to the extent permitted 
by law, are cumulative and may be exercised successively or concurrently.

13.3	Mitigation.  Upon return of the Products pursuant to the terms of 
Section 13.2, Comdisco will use its best efforts in accordance with its 
normal business procedures (and without obligation to give any priority to 
such Products) to mitigate Comdisco's damages as described below.  EXCEPT 
AS SET FORTH IN THIS SECTION, CUSTOMER HEREBY WAIVES ANY RIGHTS NOW OR 
HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY REQUIRE COMDISCO TO 
MITIGATE ITS DAMAGES OR MODIFY ANY OF COMDISCO'S RIGHTS OR REMEDIES STATED 
HEREIN.  Comdisco may sell, lease or otherwise dispose of all or any part 
of the Products at a public or private sale for cash or credit with the 
privilege of purchasing the Products.  The proceeds from any sale, lease 
or other disposition of the Products are defined as either:

(a)	if sold or otherwise disposed of, the cash proceeds less the Fair 
Market Value of the Products at the expiration of the Initial Term less 
the Default Costs; or

(b)	if leased, the present value (discounted at three points over the 
prime rate as referenced in the Wall Street Journal at the time of the 
mitigation) of the rentals for a term not to exceed the Initial Term, less 
the Default Cost.

Any proceeds will be applied against liquidated damages and any other sums 
due to Comdisco from Customer.  However, Customer is liable to Comdisco 
for, and Comdisco may recover, the amount by which the proceeds are less 
than the liquidated damages and other sums due to Comdisco from Customer.


SECTION 14.  ADDITIONAL PROVISIONS

14.1	Binding Nature.  Each Schedule is binding upon, and inures to the 
benefit of Comdisco and its assigns.  CUSTOMER MAY NOT ASSIGN ITS RIGHTS 
OR OBLIGATIONS.

14.2	Counterparts.  Any Schedule may be executed in any number of 
counterparts, each of which will be deemed an original but all such 
counterparts together constitute one and the same instrument.  If Comdisco 
grants a security interest in all or any part of a Schedule, the Products 
or sums payable thereunder, only that counterpart Schedule marked "Secured 
Party's Original" can transfer Comdisco's rights and all other 
counterparts will be marked "Duplicate".

14.3	Nonspecific Features and Licensed Products.  If the Products are 
supplied from Comdisco's inventory and contains any features not specified 
in the Schedule, Customer grants Comdisco the right to remove any such 
features.  Any removal will be performed by the manufacturer or another 
party acceptable to Customer, upon the request of Comdisco, at a time 

<PAGE> 14

convenient to Customer, provided that Customer will not unreasonably delay 
the removal of such features.

Customer acknowledges that the Products may contain or include software or 
other licensed products of a third party.  Customer will obtain no title 
to the software or licensed products which at all times remains the 
property of the owner of the software or licensed products.  A license 
from the owner may be required and it is Customer's responsibility to 
obtain any required license before the use of the software or licensed 
product.

14.4	Additional Documents.  Customer will, upon execution of this 
Supplement and as may be requested thereafter, provide Comdisco with a 
secretary's certificate of incumbency and authority and any other 
documents reasonably requested by Comdisco.  Upon the execution of each 
Schedule with an aggregate Rent in excess of $2,000,000, Customer will 
provide Comdisco with an opinion from Customer's counsel regarding the 
representations and warranties in Section 8.  Customer will furnish, upon 
request, audited financial statements for the most recent period.

14.5	Comdisco's Right to Match.  Customer's rights under Section 5.2 and 
7.2 are subject to Comdisco's right to match any sublease or upgrade 
proposed by a third party.  Customer will provide Comdisco with the terms 
of the third party offer and Comdisco will have three (3) business days to 
match the offer.  Customer shall obtain such upgrade from or sublease the 
Products to Comdisco if Comdisco has timely matched the third party offer.


SECTION 15.  DEFINITIONS

Assignee - means an entity to whom Comdisco has sold or assigned its 
rights as owner and lessor of the Products.

Attachment - means any accessory, equipment or device and the installation 
thereof that does not impair the original function or use of the Products 
and is capable of being removed without causing material damage to the 
Products and is not an accession to the Products.

Casualty Loss - means the irreparable loss or destruction of Products.

Casualty Value - means the greater of the aggregate Rent remaining to be 
paid for the balance of the lease term or the Fair Market Value of the 
Products immediately prior to the Casualty Loss.  However, if a Casualty 
Value Table is attached to the relevant Schedule its terms will control.

Commencement Certificate - means the Comdisco provided certificate which 
must be signed by Customer within ten (10) days of the Commencement Date 
as requested by Comdisco.

Commencement Date - is defined in each Schedule.

<PAGE> 15

Default Costs - means reasonable attorney's fees and remarking costs 
resulting from a Customer default or Comdisco's enforcement of its 
remedies.

Event of Default - means the events described in Subsection 13.1.

Fair Market Value - means the aggregate amount which would be obtainable 
in an arm's-length transaction between an informed and willing buyer/user 
and an informed and willing seller under no compulsion to sell.

Initial Term - means the period of time beginning on the first day of the 
first full Rent Interval following the Commencement Date for all Products 
and continuing for the number of Rent Intervals indicated on a Schedule.

Installation Date - means the day on which Products are installed and 
qualified for a commercially available manufacturer's standard maintenance 
contract or warranty coverage, if available.

Interim Rent - means the pro-rata portion of Rent due for the period from 
the Commencement Date through but not including the first day of the first 
full Rent Interval included in the Initial Term.

Licensed Products - means any software or other licensed products attached 
to the Products.

Like Part - means a substituted part which is lien free and of the same 
manufacturer and part number as the removed part, and which when installed 
on the Products will be eligible for maintenance coverage with the 
manufacturer of the Products.

Like Products - means replacement Products which are lien free and of the 
same modal, type, configuration and manufacture as Products.

Notice Period - means the time period described in a Schedule during which 
Customer may give Comdisco notice of the termination of the term of that 
Schedule.

Overdue Rate - means the lesser of 18% per year or the maximum rate 
permitted by the law of the state where the Products are located.

Owner - means the owner of the Products.

Products - means the property described on a Schedule and any replacement 
for that property required or permitted by this Product Supplement or a 
Schedule but not including any Attachment.

Reconfiguration - means any change to Products that would upgrade or 
downgrade the performance capabilities of the Products in any way.

Rent - means the rent, including Interim Rent, Customer will pay for the 
Products expressed in a Schedule either as a specific amount or an amount 
equal to the amount which Comdisco pays for the Products multiplied by a 

<PAGE> 16

lease rate factor plus all other amounts due to Comdisco under this 
Product Supplement or a Schedule.

Rent Interval - means a full calendar month or quarter as indicated on a 
Schedule.

Schedule - means a Schedule which incorporates all of the terms and 
conditions of this Product Supplement and the Master Agreement and, for 
purposes of Section 14.2, its associated Commencement Certificate(s).

Secured Party - means an entity to whom Comdisco has granted a security 
interest in a Schedule and related Products for the purpose of securing a 
loan.

The Product Supplement is issued pursuant to the Master Agreement 
identified above.  All of the terms and conditions of the Master Agreement 
are incorporated herein and made a part hereof.


	Network Plus, Inc.		                  	COMDISCO, INC.,
---------------------------
Customer

By:  Steven Shapiro	                  		By:  Rosemary P. Geisler

Title:  Vice President, CFO           		Title:  Senior Vice President
     	   and Treasurer

<PAGE> 17

Addendum dated December 30, 1998
to the Master Agreement dated as of December 30, 1998
and the Product Supplement dated as of December 30, 1998
between Network Plus, Inc. ("Customer")
and Comdisco, Inc. ("Comdisco")


I.	The terms and conditions of the above-referenced Master Agreement 
are amended and modified as follows:

1.	Section 1.3, "Changes"

At the end of the first sentence, insert the words "and signed by 
Comdisco and Customer".

2.	Section 2.3, "Expenses"

At the end of this Section, insert the words "only with respect to a 
Schedule for Services".

3.	Section 4.4, "Liability"

Add the following after the first sentence: "The foregoing provision 
will not apply in connection with any Schedules under a Product 
Supplement"

4.	Section 6.2, "Confidentiality"

Add the following at the end of the Section: "Notwithstanding the 
foregoing, either party may disclose such confidential information 
to the extent it is required to do so by applicable law (including 
SEC rules and regulations) or by court order."

5.	Section 7, "Proprietary Rights Protection"

Add the following at the beginning of the Section: "Notwithstanding 
the limitations in Section 4.4 hereof,".

6.	Section 8, "Termination"

In line 4, before the word "written" insert the words "receipt by 
addressee of".  In line 5, after the number "(10)", insert the word 
"business".  In line 10, after the word "will" insert the words 
"upon demand".

<PAGE> 18

7.	Section 9, "Miscellaneous"

a.	In paragraph 9.2, add the following at the end: ", which shall 
not be unreasonably withheld".

b.	In paragraph 9.5, in line 3, after the number "(3)", insert 
the word "business".

c.	In paragraph 9.8, in line 7, after the word "after" insert the 
words "the affected party knew or had reason to know of".  
Delete the word "arose" in the last line.

d.	In paragraph 9.10, in line 2 after the word "form" insert the 
words" or on any invoice or other form provided by Comdisco 
(other than the Master Agreement, Supplements, or Schedules) 
which purport to modify, delete or add to any agreement 
executed by both parties".  Add the following at the end: ", 
unless such pre-printed terms have been agreed to in writing 
by the parties with the parties intending to be bound by such 
pre-printed terms."

e.	Delete paragraph 9.11 in its entirety and replace with the 
following: "Comdisco will not be considered in default under 
this Agreement due to any failure in its performance as a 
consequence of any fire, flood, natural disaster, labor 
dispute, public disturbance, declared or undeclared war, or 
similar occurrence, or as a consequence of any other similar 
occurrence entirely beyond the reasonable control of 
Comdisco."

II.	The terms and conditions of the above-referenced Product Supplement 
are amended and modified as follows:

1.	Section 4.1, "Selection"

Add the following at the end of the Section: "with respect to the 
selection thereof."

2.	Section 4.2, "Warranty and Disclaimer of Warranties"

Add the following after the second sentence: "Comdisco appoints 
Customer as Comdisco's agent to assert, during the term of the 
applicable Schedule, any right Comdisco may have to enforce the 
manufacturer's warranties, if any, provided, however, that Customer 
will indemnify and hold Comdisco or its assignee harmless from and 
against any and all claims, costs, expenses, damages, losses and 
liabilities incurred or suffered by Comdisco as a result of or 
incident to any action by Customer in connection therewith, except 
any claims, costs, expenses damages, losses and liabilities 
resulting from the gross negligence of Comdisco."

<PAGE> 19

3.	Section 5.2, "Relocation or Sublease"

In line 4 of the first paragraph, after the word "costs" insert the 
words "to Comdisco caused solely by such relocations".

4.	Section 5.3, "Assignment by Comdisco"	

a.	In the last line of the first paragraph, after the words 
"written notice given to Customer" insert the words "provided 
that the assignee is a financial institution with a net worth 
of at least $250,000,000.00."

b.	Add the following at the end of paragraph (c): ", and will not 
result in any additional obligations on the part of Customer".

5.	Section 6.1, "Net Lease"

Add the following at the end of the Section: "Notwithstanding the 
foregoing, nothing herein shall be deemed to limit Customer's rights 
and remedies as against Comdisco or Assignee in any independent 
action or proceeding, such rights and remedies being expressly 
reserved by Customer."

6.	Section 6.2, "Taxes"

In line 3 before the word "within" insert the words "for the 
Products".

7.	Section 7.2, "Attachments and Reconfigurations"

In the second paragraph, line 2 after the word "Products" insert the 
words "in any material respect".

8.	Section 8, "Representations and Warranties of Customer"

Paragraph (d) is deleted in its entirety.

9.	Section 9, "Delivery and Return of Products"

a.	Add the following at the beginning of the Section: "Unless 
otherwise specified in the purchase agreement between Customer 
and the Product supplier,".

b.	In line 4, after the word "transportation" insert the words 
"by a reputable carrier".

c.	In line 9, after the word "Comdisco" insert the words "to the 
Chicago metropolitan area".

d.	The last sentence is deleted in its entirety.

<PAGE> 20

10.	Section 12.2, "Comdisco's Risk of Loss"

In the second paragraph, line 10 after the word "will" insert the 
words "as soon as practicable".

11.	Section 13.1, "Default"

a.	In paragraph (a) after the number "(10)" insert the word 
"business" and after the word "notice" insert the words "is 
received".

b.	In paragraph (b), line 1, after the word "other" insert the 
word "material"; in line 4 after the number "(15)" insert the 
word "business".

c.	In paragraph (c), line 2, after the word "to" insert the word 
"generally"; in line 4 after the word "law" and in line 5 
after the word "powers", insert the words "(with respect to 
any filing against Customer which continues for sixty (60) 
days)"; in line 6 after the word "action" insert the words "by 
the Customer".

12.	Section 13.2, "Remedies"

	a.	In the first sentence after the word "occurrence" insert the 
words "and the continuance".

	b.	In paragraph (a), add the following at the end: "to preserve 
and protect Comdisco's rights in the Products".

	c.	In paragraph (b), line 1, delete the words "accelerate and 
recover"; in line 6 delete from the word "together" through 
the end of the paragraph.

13.	Section 13.3, "Mitigation"

In paragraph (b), line 1, delete the word "three" and insert the 
words "one and one-half".

14.	Section 14.1, "Binding Nature"

Add the following at the end of the Section: "(except to its 
successor pursuant to a merger, consolidation or sale of all or 
substantially all of its assets with equal or better 
creditworthiness of Customer at the time of the assignment) without 
obtaining the prior written consent of Comdisco, which shall not be 
unreasonably withheld."

15.	Section 14.3, "Nonspecific Features and Licensed Products"

In the first paragraph, line 2, delete the word "contains" and 
replace with the word "contain"; in line 3 after the word "features" 
insert the words "at Comdisco's cost".

<PAGE> 21

16.	Section 15, "Definitions"

a.	In the definition of "Default Costs" delete the words "a 
Customer default or".

	b.	Delete the definition of "Installation Date" in its entirety.

Network Plus, Inc.	             			Comdisco, Inc.

By:  Steven Shapiro			             By:  Rosemary P. Geisler

Title:  Vice President, CFO      		Title:  Senior Vice President
     	   and Treasurer

Date:  1/6/99					Date:  1/26/99 						

<PAGE> 22 

                                 GUARANTY

	In consideration for COMDISCO, INC. ("COMDISCO") entering into the 
Master Agreement and Product Supplement dated 
December 30, 1998 and all of its related Equipment Schedules (the "Lease") 
with Network Plus, Inc. (as "LESSEE"), a wholly-owned subsidiary of the 
undersigned, the undersigned hereby guarantees the prompt and complete 
performance by LESSEE of all the terms and conditions of the Lease to be 
performed by it, including but not limited to, the prompt payment of all 
rentals and other sums payable.

	This is a continuing, absolute and unconditional guaranty of 
performance and payment and not of collection.  The undersigned 
specifically waives any right to setoff or counterclaim, and any defense 
for changes in applicable law or any other circumstances which might 
constitute a legal or equitable defense or discharge of a guarantor or 
surety.  Notwithstanding the foregoing, the undersigned retains the right 
to maintain an independent cause of action against COMDISCO.  The 
undersigned waives any right to require a proceeding first against LESSEE 
or to exhaust any security for the performance of the obligations of 
LESSEE, and waives notice of acceptance and of defaults.  The undersigned 
agrees that the liability of the undersigned shall not be affected or 
decreased by any amendment, termination, extension, renewal, waiver or 
modification of the Lease or the rejection or disaffirmance of the Lease 
in bankruptcy or like proceedings and that certain obligations under the 
Lease may be accelerated upon any nonpayment by LESSEE.  This Guaranty 
shall be specifically assignable to and inure to the benefit of Lessor's 
Assignee and Secured Party as set forth in the Lease and is irrevocable so 
long as there are any obligations of LESSEE remaining under the Lease 
unless otherwise agreed in writing by the parties.

	This guaranty shall be governed by and construed in accordance with 
the laws of the State of Illinois.

Dated:	December 30, 1998

                           						Network Plus Corp.
                          							(Guarantor)


                          							By:  Steven Shapiro	
 
	                          						Title:  Vice President, CFO 
                               								   and Treasurer