THIS NOTE, ANY REPLACEMENT NOTES AND ANY SHARES OF COMMON STOCK INTO
       WHICH EITHER MAY BE CONVERTED (COLLECTIVELY, THE "SECURITIES") HAVE
       NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE
       SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, DISPOSED OF
         OR OFFERED FOR SALE, IN WHOLE OR IN PART, IN THE ABSENCE OF AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT COVERING THE
             SECURITIES, OR AN OPINION OF COUNSEL OF HOLDER THAT AN
                    EXEMPTION FROM REGISTRATION IS AVAILABLE


                                                         Principal Sum: $550,000

                                                    Holder: CARNIVAL CORPORATION

                       Address: 3655 N.W. 87TH AVENUE, MIAMI, FLORIDA 33178-2428

                                CONVERTIBLE NOTE

                                  (the "Note")

                          THE NETWORK CONNECTION, INC.


     The Network Connection, Inc., a Georgia corporation (the "Company"), hereby
promises to pay the  Principal  Sum to the order of Holder,  its  successors  or
permitted  assigns,  on the date (the  "Maturity  Date"),  which is the first to
occur of (i)one year from the date hereof or (ii) the date on which Holder gives
an  Acceleration  Declaration  (as defined in paragraph  4(b) below).  This Note
shall accrue interest on the outstanding principal balance (if any) prior to the
Maturity Date at an annual rate of 8%. This Note shall accrue interest after the
Maturity  Date at the rate of 18% per  annum  (or,  if less,  the  highest  rate
permitted by law) ("Default Interest"). Any interest due shall be calculated and
payable quarterly based on the principal balance at the end of the quarter.  All
payments shall be made to Holder in immediately  available  funds at the address
set forth above.

1.   CONVERSION RIGHTS.

     (a)  CONVERSIONS.  The  outstanding  principal  balance  of  this  Note  is
          convertible at the option of Holder at any time and from time to time,
          in whole or in part,  into shares of common stock of Company  ("Common
          Stock") at a price per share equal to the Conversion Price (as defined
          in the next sentence);  provided, however, that Holder may not convert
          less than $100,000 of outstanding principal balance in connection with
          any conversion.  "Conversion Price" shall equal the product of (i) the
          average of the closing prices per share of Common Stock as reported by
          Nasdaq for each of the five consecutive trading days ending on the day
          prior to the Conversion  Date (as defined in paragraph 1(b) below) and
          (ii) 0.8. The Conversion  Price is subject to adjustment  from time to
          time as set forth in paragraph 2 below.
<PAGE>
     (b)  MECHANICS.  Holder  shall  effect  conversions  by  delivering  to the
          Company a notice, together with this Note (collectively, a "Conversion
          Notice").  Each  Conversion  Notice  shall  specify  the amount of the
          outstanding  principal  balance to be converted (which may not be less
          than  $100,000)  and  the  date  on  which  such  conversion  is to be
          effected,  which date may not be prior to the date the Holder delivers
          such Conversion Notice (the "Conversion  Date"). If no Conversion Date
          is specified in a Conversion  Notice, the Conversion Date shall be the
          date that a  Conversion  Notice is deemed  delivered  hereunder.  Upon
          receipt of a  Conversion  Notice,  the  Company  shall  calculate  the
          Conversion  Price and the number of shares of Common  Stock into which
          the  principal  balance  to  be  converted  shall  convert.   If  such
          calculation  results in a fraction of a share,  fractional shares less
          than one-half shall be disregarded  and fractional  shares of one-half
          or greater  shall be rounded up to the next  highest  whole  number of
          shares.  If the Holder is  converting  less than the whole of the then
          outstanding  principal balance, or if a conversion hereunder cannot be
          effected in full for any reason,  the Company shall deliver to Holder,
          together with a  certificate  for the number of shares of Common Stock
          into which the portion of the outstanding  principal  balance has been
          (or could be) converted in connection with such conversion, a new note
          identical  in all  material  respects  to this Note,  except  that the
          principal  amount shall be equal to the principal  amount  outstanding
          immediately  prior  to the  conversion  less  the  amount  of the then
          outstanding principal balance converted (a "Replacement Note").

     (c)  ISSUANCE OF  CERTIFICATES.  Promptly after each  Conversion  Date, the
          Company will deliver to the Holder (i) a certificate  or  certificates
          representing  the number of shares of Common Stock being acquired upon
          conversion, and (ii) a Replacement Note, if necessary.

2.   ADJUSTMENTS.

     (a)  SUBDIVISION OR COMBINATION OF COMMON STOCK AND COMMON STOCK  DIVIDEND.
          In case the Company shall at any time subdivide its outstanding shares
          of Common Stock into a greater  number of shares or declare a dividend
          upon its Common Stock payable  solely in shares of Common  Stock,  the
          Conversion  Price in effect  immediately  prior to such subdivision or
          declaration shall be proportionately reduced.  Conversely, in case the
          outstanding  shares of Common  Stock of the Company  shall be combined
          into a  smaller  number  of  shares,  the  Conversion  Price in effect
          immediately  prior  to  such  combination  shall  be   proportionately
          increased.

     (b)  NOTICE OF  ADJUSTMENT.  Promptly  after  adjustment of the  Conversion
          Price,  the Company shall give written  notice  thereof to the Holder.
          The notice shall be signed by an authorized officer of the Company and
          shall state the effective  date of the  adjustment  and the Conversion
          Price  resulting  from such  adjustment,  setting  forth in reasonable
          detail  the  method of  calculation  and the  facts  upon  which  such
          calculation is based.

                                                                               2
<PAGE>
     (c)  OTHER  NOTICES.  If at any time (i) the Company shall declare any cash
          dividend upon its Common Stock, (ii) the Company shall declare or make
          any  special  dividend  or other  distribution  to the  holders of its
          Common Stock (other than a dividend payable solely in shares of Common
          Stock), (iii) there shall be any reorganization or reclassification of
          the  Company,  consolidation  or merger of the  Company  with  another
          entity,  or a sale of all or substantially all of the Company's assets
          to another  entity,  or (iv) there shall be a voluntary or involuntary
          dissolution,  liquidation  or winding-up of the Company;  then, in any
          one or more of said cases, the Company shall give to the Holder (A) at
          least 10 days prior  written  notice of the date on which the books of
          the Company  shall close or a record shall be taken for such  dividend
          or other  distribution or for determining rights to vote in respect of
          any such dissolution,  liquidation or winding-up, (B) at least 10 days
          prior  written  notice of the date on which  the books of the  Company
          shall close or a record shall be taken for determining  rights to vote
          in   respect   of   any   such    reorganization,    reclassification,
          consolidation,  merger  or  sale,  and  (C) in the  case  of any  such
          reorganization,   reclassification,   consolidation,   merger,   sale,
          dissolution, liquidation or winding-up, at least 10 days prior written
          notice of the date when the same shall take place. Any notice given in
          accordance  with clause (A) above shall also  specify,  in the case of
          any such  dividend or  distribution,  the date on which the holders of
          Common Stock shall be entitled thereto. Any notice given in accordance
          with clause (C) above shall also specify the date on which the holders
          of Common  Stock shall be entitled to exchange  their Common Stock for
          securities or other  property  deliverable  upon such  reorganization,
          reclassification,    consolidation,    merger,   sale,    dissolution,
          liquidation or winding-up, as the case may be.

3.   PREPAYMENT.  The  Company  may at any time and from time to time prepay the
     outstanding  principal  balance  represented  by this Note,  in whole or in
     part;  provided,  however,  that the Company shall not be permitted to make
     any  such  prepayments  in  increments  of  less  than  $50,000.  Any  such
     prepayment  shall be by wire  transfer of  immediately  available  funds in
     accordance with the wire instructions  provided by Holder that are attached
     hereto as Exhibit "A",  together with written notice to Holder  advising it
     of such prepayment.

4.   EVENTS OF DEFAULT AND ACCELERATION.

     (a)  An "event of default"  with respect to this Note shall exist if any of
          the following shall occur, if:

          (i)  The  Company  shall  breach or fail to comply  with any  material
               provision of this Note and such breach or failure to comply shall
               continue  for ten days  after  written  notice  by  Holder to the
               Company for a monetary default,  and 30 days after written notice
               by Holder  to the  Company  for a  non-monetary  default,  or the
               Company  shall breach or fail to comply in any  material  respect
               with the Master  Settlement  Agreement and Mutual  Release or the
               Convertible  Note  Subscription  Agreement,  each  of  even  date
               herewith as set forth therein.

                                                                               3
<PAGE>
          (ii) A  receiver,  liquidator  or  trustee  of  the  Company  or  of a
               substantial  part of its  properties  shall be appointed by court
               order and such  order  shall  remain  in effect  for more than 60
               days; or the Company shall be adjudicated  bankrupt or insolvent;
               or a  substantial  part of the  property of the Company  shall be
               sequestered  by court order and such order shall remain in effect
               for more than 60 days;  or a petition to  reorganize  the Company
               under any bankruptcy,  reorganization  or insolvency law shall be
               filed  against the Company and shall not be  dismissed  within 60
               days after such filing.

         (iii) The Company  shall file a petition  in  voluntary  bankruptcy  or
               request  reorganization  under any  provision of any  bankruptcy,
               reorganization  or insolvency law, or shall consent to the filing
               of any petition against it under any such law.

          (iv) The  Company  shall  make an  assignment  for the  benefit of its
               creditors,  or admit in writing  its  inability  to pay its debts
               generally as they become due, or consent to the  appointment of a
               receiver,  trustee or liquidator of the Company, or of all or any
               substantial part of its properties.

     (b)  If an event of default  referred  to in  paragraph  4(a)  above  shall
          occur, the Holder may at any time thereafter,  in addition to Holder's
          other  remedies,  by written  notice to the Company (an  "Acceleration
          Declaration"),  declare the  principal  amount of this Note,  plus any
          accrued interest, Default Interest and any other amounts due hereunder
          to be due and payable immediately.

     (c)  In  addition  to and  without  limitation  on any other  rights of the
          Holder under any  applicable  laws upon and upon any event of default,
          the Holder shall have the right to offset and apply any amounts  owing
          from the Company to Holder under any agreement or  obligation  between
          Company and Holder, or any subsidiaries or affiliates thereof.

5.   OTHER  OBLIGATIONS.  The Company shall at all times reserve for issuance on
     conversion of this Note the number of shares of Common Stock which are then
     issuable on conversion  hereof.  The Company  covenants and agrees that all
     shares of Common  Stock  that may be issued  upon  conversion  of this Note
     will,  upon  issuance,   be  duly  and  validly  issued,   fully  paid  and
     non-assessable.

6.   MISCELLANEOUS.

     (a)  All notices and other communications required or permitted to be given
          hereunder  shall be in writing and shall be given (and shall be deemed
          to have  been  duly  given  upon  receipt  by the  intended  recipient
          thereof) by delivery in person, by telegram, by facsimile,  recognized
          overnight courier, e-mail, or by registered or certified mail, postage
          prepaid, return receipt requested, addressed as follows: (i) if to the
          Holder,  to such  address as is set forth in the heading  hereof or as
          the Holder  shall  furnish  to the  Company  in  accordance  with this
          paragraph,  and  (ii)  if to the  Company,  to it at its  headquarters
          office,  or to such other  address as the Company shall furnish to the
          Holder in accordance with this paragraph.

                                                                               4
<PAGE>
     (b)  This Note shall be governed and construed in accordance  with the laws
          of the  State  of  Florida  applicable  to  agreements  made and to be
          performed  entirely within such State. The federal and state courts in
          Philadelphia,  Pennsylvania  and Miami,  Florida shall have  exclusive
          jurisdiction over this instrument and the enforcement hereof.

     (c)  The Company waives protest, notice of protest, presentment,  dishonor,
          notice of dishonor and demand.

     (d)  If any  provision  of this  Note  shall  for any  reason be held to be
          invalid or unenforceable,  such invalidity or  unenforceability  shall
          not  affect  any  other  provision  hereof,  but  this  Note  shall be
          construed as if such invalid or unenforceable provision had never been
          contained herein.

     (e)  The  waiver of any event of  default  or the  failure of the Holder to
          exercise any right or remedy to which it may be entitled  shall not be
          deemed a waiver of any subsequent  event of default or of the Holder's
          right to  exercise  that or any  other  right or  remedy  to which the
          Holder is entitled.

     (f)  The Holder of this Note  shall be  entitled  to recover  its legal and
          other costs of collecting on this Note, and such costs shall be deemed
          added to the principal amount of this Note.

     (g)  This Note may be changed,  terminated  or otherwise  modified  only in
          writing executed by the party against whom such modification is sought
          to be enforced.

     (h)  In  addition  to  restrictions  on  transfer  under  federal and state
          securities  laws,  this Note shall not be transferable by either party
          to any third  party  without  the prior  written  consent of the other
          party, which may be withheld for any reason whatsoever or no reason at
          all

     (i)  Any notices  required  hereunder  to the Company  shall be sent to the
          Company's principal business address at:

                           The Network Connection, Inc.
                           The Belgravia
                           1811 Chestnut Street, Suite 110
                           Philadelphia, PA  19103
                           Attention: President

                                                                               5
<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed on
the date set forth below.


Dated: September 25, 2000



THE NETWORK CONNECTION, INC.


By: /s/ Robert Pringle
    -------------------------------

Name: Robert Pringle
      -----------------------------

Title: President
       ----------------------------

                                                                               6
<PAGE>
                                    EXHIBIT A


                                WIRE INSTRUCTIONS