REGISTRATION RIGHTS AGREEMENT


      THIS  REGISTRATION RIGHTS AGREEMENT  ("Agreement")  is
entered  into  as of December 28, 1998, by and  between  The
Network   Connection,  Inc.,  a  Georgia  corporation   (the
"Company"), Cache Capital L.P. (hereinafter referred  to  as
"Purchaser")  and  WS Marketing & Financial  Services,  Inc.
(the  Consultant) to the Company's offering ("Offering")  of
up  to  80,000 shares plus the Repricing Shares, if any,  of
its  common  stock,  including  the  Repricing  Shares  (the
"Purchase Shares"), as well as warrants (the "Warrants")  to
acquire 50,000 shares of common stock (the "Warrant Shares")
by  the  Consultant, pursuant to the Common  Stock  Purchase
Agreement  between the Company and Purchaser (the  "Purchase
Agreement)  and the Warrants, respectively, (with  all  such
shares being collectively referred to as the "Shares"),  the
terms  of  which  are incorporated herein and  made  a  part
hereof.

          1.   Definitions.  For purposes of this Agreement:

          (a)  The terms "register", "registered," and "registration"
refer  to a registration effected by preparing and filing  a
registration  statement  or similar document  in  compliance
with the Securities Act of 1933 (the "Act") and pursuant  to
Rule  415  under  the  Act or any successor  rule,  and  the
declaration   or   ordering   of   effectiveness   of   such
registration statement or document;

          (b)  For purposes of the Required Registration under
Section  2  hereof, the term "Registrable Securities"  means
the  _________________ Purchase Shares  and  50,000  Warrant
Shares,   together  with  any  capital   stock   issued   in
replacement of, in exchange for or otherwise in  respect  of
such  common  stock  of the Company, $.001  par  value  (the
"Common Stock").

                For  purposes of a Demand Registration under
Section 3 hereof or a Piggyback Registration under Section 4
hereof,  the  term "Registrable Securities" shall  have  the
meaning set forth above, except that the following shall not
constitute Registrable Securities for purposes of  a  Demand
Registration   under  Section  3  hereof  or   a   Piggyback
Registration under Section 4 hereof:

          1.   any Registrable Securities resold in a public
          transaction  shall cease to constitute Registrable
          Securities.
          
          2.     any securities which at the time can be sold by the
Holder under Rule 144.

          (c)  The number of shares of "Registrable Securities then
outstanding" shall be determined by the number of shares  of
Common Stock which have been issued or are issuable pursuant
to  the Purchase Agreement at the time of such determination
and under the Warrants;

          (d)  The term "Holder" means any person owning or having the
right  to  acquire Registrable Securities or  any  permitted
assignee thereof;


          (e)  The term "Due Date" means the date which is one hundred
twenty  (120)  days  after the Closing (as  defined  in  the
Purchase Agreement).

          (f)  The terms "Offering" and "Closing" shall have the
meanings ascribed to them in the Purchase Agreement.

          2.   Required Registration.

          (a)  Within forty five (45) days after the Closing of the
Purchase  Agreement, the Company shall file  a  registration
statement ("Registration Statement") on Form S-3,  SB-2  (or
other  suitable form), covering the resale of all shares  of
Registrable Securities then outstanding.

          (b)  The Company shall use all reasonable efforts to have
the  Registration Statement declared effective on or  before
the Due Date.

          (c)  If the Registration Statement is not declared effective
by the Due Date as a result of the Company's failure to file
such  Registration  Statement timely or  failure  to  strive
diligently  to  have  such Registration  Statement  declared
effective  by  the  Due  Date, the  Company  shall  pay  the
Purchaser an amount equal to one percent (1%) per month,  or
a  fraction of a month, of the aggregate amount of  Purchase
Price sold in the Purchase Agreement, compounded monthly and
accruing  daily,  until  the  Registration  Statement  or  a
registration  statement  filed  pursuant  to  Section  3  or
Section  4  is  declared effective, payable  in  cash.   The
accrual  amount  payable  will be  tolled  for  any  periods
occasioned  by  a  delay of a Registration  Statement  under
Section  3 as a result of the choice of the Holders to  have
that Registration Statement underwritten.

          (d)  If the Registration Statement is not declared effective
by  the Due Date, but all the Registrable Securities held by
a  Holder  are  available for sale by  the  Holder,  in  the
opinion of counsel to the Purchaser (which opinion shall  be
reasonably  acceptable to the Company to permit  such  sale)
(the  "Opinion"),  without compliance with the  registration
and prospectus delivery requirements of the Act, so that all
transfer restrictions and restrictive legends pertaining  to
the  Registrable Securities may be removed prior to and upon
the   consummation   of   such   sale,   then   registration
contemplated hereby shall no longer be required with respect
to  such Holder's Registrable Securities upon the furnishing
to  the  Company  of  the  Opinion,  and  the  Company  will
cooperate fully with the Holder and use its best efforts  to
facilitate  removal  of  restrictive  legends  and  transfer
restrictions pertaining to the Registrable Securities.  Such
efforts shall include, but not be limited to, undertaking to
furnish  such  opinions of counsel to  the  Company  as  the
Company's transfer agent may reasonably require.

          3.   Demand Registration.

          (a)  If the Registration Statement described in Section 2
above  is not effective by the Due Date, Initiating  Holders
may  notify  the  Company in writing  and  demand  that  the
Company  file a registration statement under the  Securities
Act  (a "Demand Registration Statement") covering the resale
of   the  Registrable  Securities  then  outstanding.   Upon
receipt  of such notice, the Company shall, within ten  (10)
days thereafter, give written notice of such request to  all
Holders   and   shall,   subject  to  the   limitations   of
subsection  5(b), as soon as practicable, and in  any  event
within  thirty (30) days after the receipt of such  request,
file  a  registration  under  the  Act  of  all  Registrable
Securities which the Holders request, by notice given to the
Company.

          (b)  The Company is obligated to effect only one (1) demand
registration  pursuant to Section 3 of this Agreement.   The
Company agrees to include all Registrable Securities held by
all  Holders in such Registration Statement without  cutback
or  reduction.   In  the  event  the  Company  breaches  its
obligation  of the preceding sentences, any Holders  of  the
Registrable  Securities  which were  not  included  in  such
Registration Statement shall be entitled to a second  demand
registration  for such excluded securities and  the  Company
shall keep such registration statement effective as required
by Section 7.

          4.   Piggyback Registration. If the Registration Statement
described in Section 2 is not effective by the Due Date, and
no  demand for a Demand Registration Statement has been made
pursuant to Section 3, and if (but without any obligation to
do  so) the Company proposes to register (including for this
purpose   a   registration  effected  by  the  Company   for
shareholders other than the Holders, except that the  rights
granted  under  this  Section  4  shall  not  apply  to  any
registration statement filed with respect to capital  shares
distributed  by  The  Shaar Fund, Ltd.,  its  successors  or
assigns) any of its Common Stock under the Act in connection
with  the public offering of such securities solely for cash
(other  than a registration relating solely for the sale  of
securities to participants in a Company stock or option plan
or  a registration on Form S-4 promulgated under the Act  or
any  successor  or similar form registering  stock  issuable
upon   a   reclassification,  upon  a  business  combination
involving  an  exchange of securities or  upon  an  exchange
offer  for securities of the issuer or another entity),  the
Company  shall,  at such time, promptly give each  Purchaser
written   notice   of   such  registration   (a   "Piggyback
Registration Statement").  Upon the written request of  each
Purchaser given by fax within ten (10) days after mailing of
such  notice by the Company, which request shall  state  the
intended  method  of  disposition of  such  shares  by  such
Purchaser,  the Company shall cause to be included  in  such
registration statement under the Act (subject to  provisions
of  Section 5 below) all of the Registrable Securities  that
each   such   Purchaser  has  requested  to  be   registered
("Piggyback Registration"); nothing herein shall prevent the
Company  from  withdrawing  or abandoning  the  registration
statement prior to its effectiveness.

          5.   Limitation on Obligations to Register.

          (a)  In the case of a Piggyback Registration on an
underwritten public offering by the Company, if the managing
underwriter  determines  and advises  in  writing  that  the
inclusion  in the registration statement of all  Registrable
Securities proposed to be included would interfere with  the
successful  marketing  of  the  securities  proposed  to  be
registered  by  the  Company,  then  the  number   of   such
Registrable  Securities to be included in  the  registration
statement  shall  be  allocated among all  Holders  who  had
requested Piggyback Registration, in the proportion that the
number  of Registrable Securities which each such Purchaser,
including  Consultant, seeks to register bears to the  total
number  of  Registrable Securities sought to be included  by
all Holders, including Consultant.

          (b)  Notwithstanding anything to the contrary herein, the
Company shall have the right (i) to defer the initial filing
or  request for acceleration of effectiveness of any  Demand
Registration  Statement or Piggyback Registration  Statement
or (ii) after effectiveness, to suspend effectiveness of any
such  registration statement, if, in the good faith judgment
of the board of directors of the Company and upon the advice
of   counsel  to  the  Company,  such  delay  in  filing  or
requesting  acceleration of effectiveness or such suspension
of   effectiveness  is  necessary  in  light  of   (i)   the
requirement by the underwriter in a public offering  by  the
Company  that  such  Registration Statement  be  delayed  or
suspended  or  (ii)  the  existence of  material  non-public
information (financial or otherwise) concerning the Company,
disclosure  of which at the time is not, in the  opinion  of
the  board  of directors of the Company upon the  advice  of
counsel,  (A)  otherwise  required  and  (B)  in  the   best
interests of the Company; provided, however, that solely  in
the case of a demand registration the Company will not delay
filing  or  suspend effectiveness of such  registration  for
more  than  three (3) months from the date  of  the  demand,
unless it is then engaged in an acquisition that would  make
such  registration impracticable, in which case it will  use
its  best efforts to eliminate such impracticability as soon
as possible after such three (3) month period.

          (c)  In the event the Company believes that shares sought to
be  registered under Section 2, Section 3 or  Section  4  by
Holders do not constitute "Registrable Securities" by virtue
of  Section 1(b) of this Agreement, and the status of  those
Shares  as  Registrable Securities is disputed, the  Company
shall  provide,  at  its  expense, an  opinion  of  counsel,
reasonably  acceptable to the Holders of the  Securities  at
issue  (and satisfactory to the Company's transfer agent  to
permit  the sale and transfer) that those securities may  be
sold  immediately,  without restriction or  resale,  without
registration under the Act, by virtue of Rule 144  or  other
applicable exemptions.

          (d)  The Company is not obligated to effect a Demand
Registration  under Section 3:  (i) during the  ninety  (90)
day  period  after the Due Date, so long as the Registration
Statement required under Section 2 has been filed,  and  the
Company  is  using  all  reasonable  efforts  to  obtain   a
declaration   of  the  effectiveness  of  the   Registration
Statement  during such period or, (ii) if in the opinion  of
counsel  to the Company reasonably acceptable to the  person
or  persons  from whom written request for registration  has
been  received  (and satisfactory to the Company's  transfer
agent  to  permit the transfer) that registration under  the
Act is not required for the immediate transfer of all of the
Registrable  Securities  pursuant  to  Rule  144  or   other
applicable exemption.

          6.   Obligations to Increase the Number of Available Shares.
In  the  event that the number of shares available  under  a
registration  statement  filed  pursuant  to  Section  2  or
Section  3  is insufficient to cover all of the  Registrable
Securities  then outstanding, the Company shall  amend  that
registration   statement,  or  file   a   new   registration
statement, or both, so as to cover all shares of Registrable
Securities then outstanding.  The Company shall effect  such
amendment  or  file such new registration  statement  within
thirty  (30)  days  of  the date the registration  statement
filed  under Section 2 or Section 3 is insufficient to cover
all  the  shares of Registrable Securities then outstanding.
Any  Registration Statement filed hereunder  shall,  to  the
extent  permissible  by  the Rules  of  the  Securities  and
Exchange Commission ("SEC"), state that, in accordance  with
Rule  416  under  the Act, such Registration Statement  also
covers  such indeterminate numbers of additional  shares  of
Common  Stock  as  may become issuable to  prevent  dilution
resulting from stock changes.  In the event that the Company
fails  to comply timely with the provisions of this  Section
6,   the  Purchaser  shall  have  the  rights  described  in
Section 2(c) above.

          7.   Obligations of the Company.  Whenever required under
this Agreement to effect the registration of any Registrable
Securities,   the   Company  shall,  as   expeditiously   as
reasonably possible:

          (a)  Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best
efforts  to  cause  such registration  statement  to  become
effective.

          (b)  Prepare and file with the SEC such amendments and
supplements   to   such  registration  statement   and   the
prospectus   used  in  connection  with  such   registration
statement  as may be necessary to comply with the provisions
of the Act with respect to the disposition of all securities
covered by such registration statement.

          (c)  With respect to any Registration Statement filed
pursuant to this Agreement, keep such registration statement
effective   until  the  earlier  of  (i)  the   Holders   of
Registrable   Securities  covered   by   such   registration
statement have completed the distribution described  in  the
registration  statement; or (ii) nine (9) months  after  the
effective date of registration.

          (d)  Furnish to the Holders such numbers of copies of a
prospectus,   including   a   preliminary   prospectus,   in
conformity with the requirements of the Act, and such  other
documents  as  they  may  reasonably  request  in  order  to
facilitate  the disposition of Registrable Securities  owned
by them.

          (e)  Use its best efforts to register and qualify the
securities covered by such registration statement under such
other  securities or Blue Sky laws of such jurisdictions  as
shall  be  reasonably  requested  by  the  Holders  of   the
Registrable   Securities  covered   by   such   registration
statement,  provided that the Company shall not be  required
in connection therewith or as a condition thereto to qualify
to  do  business or to file a general consent to service  of
process in any such states or jurisdictions.

          (f)  Notify each Purchaser of Registrable Securities covered
by such registration statement at any time when a prospectus
relating thereto is required to be delivered under  the  Act
of  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 material fact or
omits to state a material fact required to be stated therein
or  necessary to make the statements therein not  misleading
in light of the circumstances then existing.


          (g)  As promptly as practicable after becoming aware of such
event,  notify each Purchaser of the happening of any  event
of which the Company has knowledge, as a result of which the
prospectus included in the Registration Statement,  as  then
in  effect, includes an untrue statement of a material  fact
or  omits  to  state a material fact required to  be  stated
therein  or  necessary  to make the statements  therein,  in
light  of the circumstances under which they were made,  not
misleading, and use its best efforts promptly to  prepare  a
supplement  or  amendment to the Registration  Statement  to
correct  such  untrue statement or omission, and  deliver  a
number  of  copies of such supplement or amendment  to  each
Purchaser as such Purchaser may reasonably request.

          (h)  Provide Holders with written notice of the date that a
registration  statement  registering  the  resale   of   the
Registrable Securities is declared effective by the SEC.

          (i)  Provide Holders and their representatives the
opportunity to conduct a reasonable due diligence inquiry of
Company's  pertinent financial and other  records  and  make
available   its   officers,  directors  and  employees   for
questions  regarding  such  information  as  it  relates  to
information contained in the registration statement  subject
to  all  information  received  by  the  Holders  and  their
representatives being kept confidential.

          (j)  Provide Holders and their representatives the
opportunity  to  review the registration statement  and  all
amendments  thereto a reasonable period  of  time  prior  to
their filing with the SEC.

          8.   Furnish Information. It shall be a condition precedent
to  the  obligations  of  the Company  to  take  any  action
pursuant  to  this  Agreement with regard  to  each  selling
Purchaser  that  such selling Holders shall furnish  to  the
Company   such   information   regarding   themselves,   the
Registrable Securities held by them, and the intended method
of  disposition of such securities, as shall be required, in
the  opinion  of  counsel  to the  company,  to  effect  the
registration of their Registrable Securities or to determine
that  registration is not required pursuant to Rule  144  or
other applicable provision of the Act.

          9.   Expenses of Required and Demand Registration. All
expenses  other than underwriting discounts and  commissions
and  fees  and  expenses of counsel to the  selling  Holders
incurred  in  connection  with  registrations,  filings   or
qualifications  pursuant  to Sections  2  and  3,  including
(without   limitation)   all   registration,   filing    and
qualification  fees, printers' and Company accounting  fees,
fees and disbursements of counsel for the Company, shall  be
borne by the Company.

          10.  Expenses of Company Registration.  The Company shall
bear  and  pay all expenses incurred in connection with  any
registration,   filing  or  qualification   of   Registrable
Securities  with  respect  to the registration  pursuant  to
Section 4 for each Purchaser, including (without limitation)
all  registration, filing, and qualification fees,  printers
and   Company  accounting  fees  relating  or  apportionable
thereto but excluding underwriting discounts and commissions
and  fees  and  expenses of counsel to the  selling  Holders
relating to Registrable Securities.

          11.  Indemnification. In the event any Registrable
Securities  are  included in a registration statement  under
this Agreement:

          (a)  To the extent permitted by law, the Company will
indemnify and hold harmless each Purchaser, the officers and
directors of each Purchaser, any underwriter (as defined  in
the  Act)  for such Purchaser and each person, if  any,  who
controls such Purchaser or underwriter within the meaning of
the  Act  or the Securities Exchange Act of 1934, as amended
(the  " 1934 Act"), against any losses, claims, damages,  or
liabilities  (joint  or several) to which  they  may  become
subject  under  the Act, the 1934 Act or  other  federal  or
state  law,  insofar  as such losses,  claims,  damages,  or
liabilities (or actions in respect thereof) arise out of  or
are based upon any of the following statements, omissions or
violations  (collectively  a "Violation"):  (i)  any  untrue
statement  or  alleged untrue statement of a  material  fact
contained  in  such  registration statement,  including  any
preliminary prospectus or final prospectus contained therein
or  any amendments or supplements thereto, (ii) the omission
or  alleged  omission  to  state  therein  a  material  fact
required  to  be stated therein, or necessary  to  make  the
statements therein not misleading, or (iii) any violation by
the  Company of the Act, the 1934 Act, any state  securities
law or any rule or regulation promulgated under the Act, the
1934  Act or any state securities law; and the Company  will
reimburse   each  such  Purchaser,  officer   or   director,
underwriter  or  controlling person for any legal  or  other
expenses  reasonably  incurred by them  in  connection  with
investigating  or  defending any such loss,  claim,  damage,
liability, or action; provided, however, that the  indemnity
agreement contained in this subsection 11(a) shall not apply
to  amounts  paid  in settlement of any  such  loss,  claim,
damage,  liability, or action if such settlement is effected
without the consent of the Company (which consent shall  not
be  unreasonably withheld), nor shall the Company be  liable
in   any  such  case  for  any  such  loss,  claim,  damage,
liability, or action to the extent that it arises out of  or
is  based upon a Violation which occurs in reliance upon and
in  conformity with written information furnished  expressly
for  use  in connection with such registration statement  by
any  such  Purchaser,  officer,  director,  underwriter   or
controlling person.

          (b)  To the extent permitted by law, each selling Purchaser,
severally and not jointly, will indemnify and hold  harmless
the Company, each of its directors, each of its officers who
have signed the registration statement, each person, if any,
who  controls the Company within the meaning of the Act, any
underwriter  and any other Purchaser selling  securities  in
such  registration  statement or any  of  its  directors  or
officers or any person who controls such Purchaser,  against
any  losses,  claims,  damages,  or  liabilities  (joint  or
several) to which the Company or any such director, officer,
controlling person, or underwriter or controlling person, or
other  such  Purchaser or director, officer  or  controlling
person  may become subject, under the Act, the 1934  Act  or
other  federal or state law, insofar as such losses, claims,
damages,  or  liabilities (or actions  in  respect  thereto)
arise  out of or are based upon any Violation, in each  case
to  the  extent (and only to the extent) that such Violation
occurs  in  reliance  upon  and in conformity  with  written
information furnished by such Purchaser expressly for use in
connection  with such registration; and each such  Purchaser
will  reimburse  any  legal  or  other  expenses  reasonably
incurred  by  the  Company and any such  director,  officer,
controlling person, underwriter or controlling person, other
Purchaser,  officer,  director,  or  controlling  person  in
connection  with investigating or defending any  such  loss,
claim, damage, liability, or action; provided, however, that
the  indemnity agreement contained in this subsection  11(b)
shall  not apply to amounts paid in settlement of  any  such
loss,  claim, damage, liability or action if such settlement
is  effected  without  the consent of the  Purchaser,  which
consent shall not be unreasonably withheld; provided,  that,
in  no event shall any indemnity under this subsection 10(b)
exceed the gross proceeds from the offering received by such
Purchaser.

          (c)  Promptly after receipt by an indemnified party under
this  Section 11 of notice of the commencement of any action
(including any governmental action), such indemnified  party
will,  if  a claim in respect thereof is to be made  against
any indemnifying party under this Section 11, deliver to the
indemnifying  party  a written notice  of  the  commencement
thereof  and the indemnifying party shall have the right  to
participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel mutually
satisfactory  to  the parties; provided,  however,  that  an
indemnified  party shall have the right to  retain  its  own
counsel,  with the reasonably incurred fees and expenses  of
one  such  counsel to be paid by the indemnifying party,  if
representation  of  such indemnified party  by  the  counsel
retained  by  the indemnifying party would be  inappropriate
due to actual conflicting interests between such indemnified
party  and  any other party represented by such  counsel  in
such  proceeding;  provided, however, that the  indemnifying
parties shall only be responsible for payment of the fees of
one  such  additional  counsel for all indemnified  parties.
The  failure  to deliver written notice to the  indemnifying
party  within a reasonable time of the commencement  of  any
such  action, if prejudicial to its ability to  defend  such
action,  shall  relieve  such  indemnifying  party  of   any
liability  to the indemnified party under this  Section  11,
but  the  omission  so  to deliver  written  notice  to  the
indemnifying party will not relieve it of any liability that
it  may  have to any indemnified party otherwise than  under
this Section 11.

          (d)  In the event that the indemnity provided in paragraph
(a)  or  (b)  of  this  Section  10  is  unavailable  to  or
insufficient to hold harmless an indemnified party  for  any
reason,   the   Company  and  each  holder  of   Registrable
Securities  agree  to  contribute to the  aggregate  claims,
losses,  damages and liabilities (including legal  or  other
expenses    reasonably   incurred   in    connection    with
investigating or defending same) (collectively "Losses")  to
which  the  Company  and  one or  more  of  the  holders  of
Registrable Securities may be subject in such proportion  as
is  appropriate to reflect the relative fault of the Company
and  the  holders  in  connection  with  the  statements  or
omissions which resulted in such Losses; provided,  however,
that  in  no  case shall any holder be responsible  for  any
amount in excess of the purchase price of securities sold by
it  under the registration statement.  Relative fault  shall
be  determined  by reference to whether any  alleged  untrue
statement or omission relates to information provided by the
Company  or  by  the holders.  The Company and  the  holders
agree   that   it  would  not  be  just  and  equitable   if
contribution were determined by pro rata allocation  or  any
other  method of allocation which does not take  account  of
the    equitable   considerations   referred    to    above.
Notwithstanding  the provisions of this  paragraph  (d),  no
person  guilty of fraudulent misrepresentation  (within  the
meaning  of  Section 11(f) of the Act) shall be entitled  to
contribution  from  any person who was not  guilty  of  such
fraudulent   misrepresentation.   For   purposes   of   this
Section 11, each person who controls a holder of Registrable
Securities within the meaning of either the Act or the  1934
Act  and each director, officer, partner, employee and agent
of  a  holder shall have the same rights to contribution  as
such holder, and each person who controls the Company within
the  meaning  of  either the Act or the 1934  Act  and  each
director of the Company, and each officer of the Company who
has  signed the registration statement, shall have the  same
rights to contribution as the Company, subject in each  case
to  the  applicable terms and conditions of  this  paragraph
(d).

          (e)  The obligations of the Company and Holders under this
Section  11 shall survive the completion of any offering  of
Registrable  Securities  in a registration  statement  under
this Agreement, and otherwise.

          12.  Reports Under Securities Exchange Act of 1934.  With a
view to making available to the Holders the benefits of Rule
144  promulgated  under  the  Act  and  any  other  rule  or
regulation  of  the  SEC  that may  at  any  time  permit  a
Purchaser  to sell securities of the Company to  the  public
without registration, the Company agrees to:

          (a)  make and keep public information available, as those
terms are understood and defined in SEC Rule 144;

          (b)  file with the SEC in a timely manner all reports and
other  documents required of the Company under the  Act  and
the 1934 Act; and

          (c)  furnish to any Purchaser, so long as the Purchaser owns
any  Registrable Securities, forthwith upon  request  (i)  a
written  statement  by the Company, if  true,  that  it  has
complied  with the reporting requirements of SEC  Rule  144,
the  Act  and  the 1934 Act, (ii) a copy of the most  recent
annual  or  quarterly report of the Company and  such  other
reports   and  documents  so  filed  by  the  Company,   and
(iii)  such other information as may be reasonably requested
in  availing any Purchaser of any rule or regulation of  the
SEC which permits the selling of any such securities without
registration.

          13.  Amendment of Registration Rights. Any provision of this
Agreement may be amended and the observance thereof  may  be
waived  (either  generally or in a particular  instance  and
either  retroactively  or  prospectively),  only  with   the
written consent of the Company and the holders of a majority
of  the  Registrable Securities provided that the  amendment
treats   all  Holders  equally.   Any  amendment  or  waiver
effected in accordance with this paragraph shall be  binding
upon each Purchaser, each future Purchaser, and the Company.

          14.  Notices.  All notices required or permitted under this
Agreement  shall  be  made in writing signed  by  the  party
making  the  same,  shall  specify the  section  under  this
Agreement  pursuant  to  which it is  given,  and  shall  be
addressed  if  to (i) the Company:  Wilbur  Riner,  at  1324
Union  Hill  Road, Alpharetta, Georgia 30201, Telephone  No.
(770)  751-0889, with a copy to Peter W. Rothberg,  esq.  At
Nixon,  Hargrave, Devans & Doyle, LLP, 437  Madison  Avenue,
New  York,  NY  10022,  Facsimile No:  (212)  940-3111,  and
(ii)  the  Holders at their respective last address  as  the
party shall have furnished in writing as a new address to be
entered  on such register.  Any notice, except as  otherwise
provided  in this Agreement, shall be made by fax and  shall
be deemed given at the time of transmission of the fax, with
confirmations back.

          15.  Termination. This Agreement shall terminate on the
earlier to occur of (a) the date that is five (5) years from
the date of this Agreement and (b) the date the distribution
of  all Registrable Securities described in any registration
statement filed pursuant to this Agreement is completed; but
without prejudice to (i) the parties' rights and obligations
arising  from breaches of this Agreement occurring prior  to
such  termination  (ii)  other  indemnification  obligations
under  this  Agreement or (iii) the Company's obligation  to
maintain the effectiveness of a registration statement filed
prior  thereto in accordance with the terms hereof,  and  to
fulfill its obligation hereunder in respect thereof until it
is no longer required to maintain the effectiveness thereof.

          16.  Assignment.  No assignment, transfer or delegation,
whether  by operation of law or otherwise, of any rights  or
obligations  under  this Agreement by  the  Company  or  any
Purchaser,  respectively, shall be made  without  the  prior
written  consent of the majority in interest of the  Holders
or  the Company, respectively; provided that, subject to the
other terms of this Agreement, the rights of a Purchaser may
be  transferred  to a subsequent holder of  the  Purchaser's
Registrable  Securities  (provided  such  transferee   shall
provide  to  the  Company, together with or  prior  to  such
transferee's   request  to  have  such  Registrable   Shares
included in a Demand Registration or Piggyback Registration,
a  writing executed by such transferee agreeing to be  bound
as a Purchaser by the terms of this Agreement); and provided
further  that  the  Company  may  transfer  its  rights  and
obligations under this Agreement to a purchaser of all or  a
substantial  portion of its business if the  obligations  of
the  Company under this Agreement are assumed in  connection
with  such transfer, either by merger or other operation  of
law  (which  may  include without limitation  a  transaction
whereby the Registrable Shares are converted into securities
of  the  successor  in  interest) or by specific  assumption
executed by the transferee.

          17.  Miscellaneous.

          (a)  Governing Law.  This Agreement shall be governed by and
construed  in  accordance with the  laws  of  the  State  of
Georgia without giving effect to conflict of laws.

          (b)  Successors and Assigns.  Except as otherwise provided
herein, the provisions hereof shall inure to the benefit of,
and   be  binding  upon,  the  successors,  assigns,  heirs,
executors and administrators of the parties hereto.

          (c)  Delays or Omissions.  No delay or omission to exercise
any  right,  power or remedy accruing to any holder  of  any
Registrable  Shares,  upon  any breach  or  default  of  the
Company  under this Agreement, shall impair any such  right,
power or remedy of such holder nor shall it be construed  to
be   a  waiver  of  any  such  breach  or  default,  or   an
acquiescence  therein,  or of or in any  similar  breach  or
default  thereunder occurring, nor shall any waiver  of  any
single  breach or default be deemed a waiver  of  any  other
breach or default thereafter occurring.  Any waiver, permit,
consent or approval of any kind or character on the part  of
any holder of any breach or default under this Agreement, or
any  waiver  on  the part of any party of any provisions  of
conditions of this Agreement, must be in writing  and  shall
be  effective only to the extent specifically set  forth  in
such writing.  All remedies, either under this Agreement, or
by  law  or  otherwise  afforded to  any  holder,  shall  be
cumulative and not alternative.

          (d)  Counterparts.  This Agreement may be executed in any
number  of  counterparts, each of which may be  executed  by
less  than  all  of the Purchaser, each of  which  shall  be
enforceable  against  the  parties actually  executing  such
counterparts, and all of which together shall constitute one
instrument.

          (e)  Severability.  In the case any provision of this
Agreement  shall  be invalid, illegal or unenforceable,  the
validity,  legality  and  enforceability  of  the  remaining
provisions  shall  not  in any way be affected  or  impaired
thereby.

           The  foregoing Registration Rights  Agreement  is
hereby executed as of the date first above written.


THE NETWORK CONNECTION, INC.


By:
     Wilbur Riner
     Chairman and CEO




PURCHASER


Name:  CACHE CAPITAL L.P.



By:
Print Name:
Title:

Address:   c/o J.P. Carey
          Atlanta Financial Center, East Tower
          3343 Peachtree Road, Suite 500
          Atlanta, Georgia  30326

CONSULTANT

WS MARKETING & FINANCIAL SERVICES, INC.


By:
     Gary Wadkins
     Chairman