MASTER SETTLEMENT AGREEMENT
                                       AND
                                 MUTUAL RELEASE

                                   ----------

          This Master Settlement Agreement and Mutual Release (this "Agreement")
is entered  into this 25th day of  September  2000 by and  between  The  Network
Connection,  Inc., a Georgia corporation ("TNCi"),  and Carnival Corporation,  a
Panamanian corporation ("Carnival").

     WHEREAS,  TNCi and Carnival have had an ongoing  business  relationship for
the past  approximately  two  years,  which  has been  governed  by the  Turnkey
Agreement dated September 14, 1998 (the "Initial Agreement");

     WHEREAS,  various issues have arisen out of that business relationship that
have resulted in TNCi and Carnival  engaging in certain  negotiations  regarding
the continuation of their business relationship;

     WHEREAS,  both the Company and Carnival  desire to continue  their business
relationship  and  towards  that end have  agreed (i) to  terminate  the Initial
Agreement;  (ii) to enter  into this  Master  Settlement  Agreement  and  Mutual
Release  regarding  their business  relationship  prior to the date hereof,  the
Initial Agreement and termination thereof (this  "Agreement");  ; and (iii) that
the Company shall issue the Note to Carnival;

     WHEREAS,  TNCi and Carnival now wish to settle any and all disputed  claims
relating to their business  relationship  prior to the date hereof,  the Initial
Agreement and the termination  thereof  (collectively,  the "Disputed  Claims"),
without an admission of liability against each other; and

     WHEREAS,  capitalized  terms  used but not  defined  herein  shall have the
meanings  ascribed  thereto in the Convertible  Note  Subscription  Agreement or
Convertible Note issued in connection therewith, each of even date herewith.

     NOW  THEREFORE,  in  consideration  of the  premises  and mutual  covenants
contained herein, and for other good and valuable  consideration the receipt and
sufficiency  of which are hereby  acknowledged,  intending  to be legally  bound
hereby, the parties hereto agree as follows:
<PAGE>
              1.  NON-ADMISSION  OF  LIABILITY.   This  Agreement  represents  a
compromise of disputed  claims.  No act carried out by either party  pursuant to
this Agreement,  including, without limitation,  issuance of the Note by TNCi to
Carnival,  is to be construed as an  admission  of  liability or  wrongdoing  by
either party hereto. Any liability or wrongdoing is specifically  denied by each
party.

              1A.  TERMINATION OF INITIAL  AGREEMENT.  TNCi and Carnival  hereby
agree that the Initial  Agreement shall be terminated and of no further force or
effect as of the execution and delivery hereof.

              2. COVENANTS.

                   (a) ENTRY INTO NEW AGREEMENT.  TNCi and Carnival hereby agree
that they shall  negotiate  in good faith and use their best  efforts to achieve
within the 60-day  period  following  the date hereof the  objective of entering
into a new agreement to govern a business relationship between the parties after
the execution and delivery hereof (the "New Agreement").  In connection with the
execution  and delivery of this  Agreement , TNCi shall retain  ownership of any
and all  equipment  (other than wiring and  switching  equipment  installed  for
networking  purposes which  Carnival  purchased and has paid in full pursuant to
the original Agreement) installed on any Carnival ship in connection with TNCi's
provision of its systems and services to Carnival  under the Initial  Agreement.
Unless used in connection with systems and services to be provided under any New
Agreement,  TNCi shall remove any of such  equipment  from any Carnival ship, at
its sole expense.

                   (b) ISSUANCE OF NOTE.  TNCi shall issue the Note to Carnival,
pursuant to a Convertible  Note  Subscription  Agreement.  The Convertible  Note
Subscription  Agreement  and Note shall be in  substantially  the form  attached
hereto as Exhibit "A" (the Note is attached to the Convertible Note Subscription
Agreement as Exhibit "A" thereto).

                   (c) CARNIVAL  OBLIGATIONS.  Carnival represents that Carnival
is  responsible  for payment to ABB Marine for wiring of ship and for payment to
TNCi of $48,673.02,  which  represents the full and complete  payment for TNCi's
share of net  profits  pursuant  to  Schedule A of the  Initial  Agreement , and
Carnival covenants that it shall make such payments.

              3. CLOSING.  Closing of the  transactions set forth in paragraph 2
above shall take place at  Carnival's  offices in Miami,  or such other place as
the parties mutually agree, at 10:00 a.m. Eastern Standard Time on September 25,
2000, or at such other time as the parties  mutually agree (the "Closing Date").
The  Closing  may also take  place,  if so desired  and  mutually  agreed by the
parties,  by  facsimile  signature  on the  Closing  Date with hard copies to be
delivered by overnight courier immediately thereafter.

                                       2
<PAGE>
              4.  CONDITIONS  TO  CLOSING.  It  shall  be  a  condition  to  the
effectiveness of this Agreement that each of the Convertible  Note  Subscription
Agreement and Note (collectively, the "Transaction Documents") shall be executed
and  delivered  together  with the  execution  and  delivery of this  Agreement.
Neither this Agreement nor any of the Transaction Documents shall be of force or
effect  until such time as all three of such  documents  have been  executed and
delivered.

              5. MUTUAL RELEASE.  TNCi and Carnival do hereby  mutually  remise,
release and forever discharge each other, their directors,  officers, employees,
shareholders,  affiliates, agents, predecessors, successors, if any, and each of
them,  from any and all manner of  claims,  causes of  action,  actions,  suits,
debts, dues, accounts,  bonds, covenants,  contracts,  agreements and demands of
every  nature,  on  account  of any  grounds  whatsoever,  in law or in  equity,
asserted or unasserted,  known or unknown,  arising  directly or indirectly as a
result of, in connection with or relating to the Disputed  Claims,  by reason of
any cause,  matter or thing  whatsoever,  from the beginning of the world to the
date of these  presents.  The  foregoing  releases  shall not apply to any claim
arising from a breach of this Agreement.

              6.  SEVERABILITY.  In the event that any  provision  or portion of
this  Agreement  shall  be  determined  by a Court  to be  invalid,  illegal  or
unenforceable,  the  remaining  provisions or portions of this  Agreement  shall
continue in full force and effect,  unless such  severability  would  thwart the
purpose of this Agreement.

              7.  INTEGRATION.   Except  for  the  Transaction  Documents,  this
Agreement  represents  the only  agreement  between the parties in regard to the
settlement of the Disputed Claims, and any amendment or modification hereof must
be in writing and signed by the parties  hereto.  This Agreement is binding upon
the parties, their successors and assigns.

              8. GOVERNING LAW. This Agreement  shall be construed in accordance
with the laws of the State of Florida.  The  federal  and state court  courts in
Philadelphia,  Pennsylvania and Miami, Florida shall have exclusive jurisdiction
over this instrument and the enforcement hereof.

              9.  CONFIDENTIALITY.   The  negotiations,   covenants,  terms  and
substance of this Agreement are confidential. No party shall publicize, disclose
or  communicate  in  any  manner,  directly  or  indirectly,  the  negotiations,
covenants,  terms or substance of this Agreement to any person or entity,  other
than their directors, officers, employees, shareholders,  affiliates, agents and
successors,  if any, on a  need-to-know  basis,  and  provided  that any of such
persons to whom such disclosure is made is informed of the  confidential  nature
of such information and instructed to maintain such confidentiality.

                                        3
<PAGE>
              10. NO WAIVER.  The waiver by any party  hereto of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach.

              11.  COUNTERPARTS.  This  Agreement may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

                                       4
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, effective as of the date first above written.


                                   THE NETWORK CONNECTION, INC.



                                   By:
                                       -----------------------------------------
                                        Name:
                                        Title:



                                   CARNIVAL CORPORATION



                                   By: /s/ Brendan Corrigan
                                       -----------------------------------------
                                       Name: Brendan Corrigan
                                       Title: Sr. Vice President Operations

                                       5
<PAGE>
                                    EXHIBIT A

                     CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT

     Convertible  Note  Subscription  Agreement,  dated as of September 25, 2000
(this  "Agreement"),  by and  between The Network  Connection,  Inc.,  a Georgia
corporation (the "Company"),  and Carnival Corporation, a Panamanian corporation
(the "Subscriber").

     WHEREAS, this Agreement is entered into as a condition to the effectiveness
of, and  pursuant  to, a Master  Settlement  Agreement  and Mutual  Release (the
"Master Agreement") of even date herewith; and

     WHEREAS,  capitalized  terms  used but not  defined  herein  shall have the
meanings  ascribed thereto in the Master Agreement or Convertible Note issued in
connection herewith.

     NOW, THEREFORE,  in consideration of the mutual covenants contained in this
Agreement  and for  other  good  and  valuable  consideration  the  receipt  and
sufficiency of which are hereby  acknowledged,  the Company and the  Subscriber,
intending to be legally bound, hereby agree as follows:

1.   PURCHASE OF UNITS. At the Closing, the Company will issue to the Subscriber
     a convertible  note (the "Note") in the principal amount of $550,000 in the
     form attached as Exhibit "A" hereto that shall be  convertible  at any time
     and from time to time at the option of the  Subscriber  into that number of
     shares  of  common  stock  of the  Company  ("Common  Stock")  equal to the
     dividend obtained by dividing the outstanding  principal amount of the Note
     that the  Subscriber  then  desires to  convert  by the  product of (A) 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 date on which  the  conversion  is to take  place and (B) 0.8.
     Subscriber  may not convert  less than  $100,000 of  outstanding  principal
     balance in connection with any conversion.  The mechanics of effectuating a
     conversion are set forth in the Note.  The Note and the shares  issuable on
     any conversion  thereof are hereinafter  sometimes referred to collectively
     as the "Securities."

2.   SUBSCRIBER'S  REPRESENTATIONS.  Subscriber  represents  and warrants to the
     Company as follows:

     (a)  Subscriber is acquiring the Securities  solely for investment,  solely
          for  its own  account  and not  with a view  to or for the  resale  or
          distribution  thereof.  Subscriber is acquiring the  Securities in the
          ordinary  course of its  business  and does not have any  agreement or
          understanding,  directly or  indirectly,  with any person or entity to
          distribute any of such securities.
<PAGE>
     (b)  Subscriber  understands  that it may sell or  otherwise  transfer  the
          Securities  only if such  transaction  is duly  registered  under  the
          Securities  Act  of  1933,  as  amended  (the  "Securities  Act"),  or
          otherwise  only if  Subscriber  shall have  received and  delivered to
          Company the  favorable  opinion of counsel to  Subscriber  (which such
          opinion  must be  reasonably  acceptable  to  Company  as to its form,
          substance and the giver thereof) to the effect that such sale or other
          transfer  may be  made  in  the  absence  of  registration  under  the
          Securities Act and  registration or  qualification in every applicable
          state.

     (c)  Subscriber is an "accredited investor" as such term is defined in Rule
          501 of Regulation D of the Securities Act.

     (d)  Subscriber has the full right,  power and authority to enter into this
          Agreement  and will at all times have the full power and  authority to
          perform its obligations under this Agreement.  This Agreement has been
          duly  authorized,  executed  and  delivered  by the  Subscriber.  This
          Agreement  constitutes the Subscriber's valid and binding  obligation,
          enforceable in accordance with its terms,  except as may be limited by
          bankruptcy,  insolvency, moratorium or other laws affecting creditors'
          rights  generally,  or  equitable  principles,  whether  applied  in a
          proceeding in equity or law.

3.   This Agreement may not be changed, terminated or otherwise modified, except
     by written agreement of the parties. This Agreement shall not be assignable
     by either party  without the express  prior  written  consent of the other,
     and,  subject to this  restriction,  shall be binding upon and inure to the
     benefit of the parties hereto and their respective successors and permitted
     assigns.  This Agreement constitutes the entire agreement and understanding
     of the  parties  hereto  with  respect  to the  subject  matter  hereof and
     supersedes  all  prior  or  contemporaneous   agreements,   understandings,
     inducements or conditions,  oral or written, express or implied, except for
     the Master Agreement. This Agreement shall be governed by the internal laws
     of  the  State  of  Florida.   The  federal  and  state  court   courts  in
     Philadelphia,   Pennsylvania  and  Miami,   Florida  shall  have  exclusive
     jurisdiction  over  this  instrument  and  the  enforcement   hereof.  This
     Agreement may be executed in any number of  counterparts,  each of which as
     so executed and  delivered  shall be an original and all of which  together
     shall constitute one and the same instrument.

                                       2
<PAGE>
         IN WITNESS  WHEREOF,  the parties  hereto have caused this  Convertible
Note Subscription  Agreement to be duly executed by their respective  authorized
signatories as of the date first indicated above.


                                   THE NETWORK CONNECTION, INC.


                                   By: /s/ Robert Pringle
                                       -----------------------------------------
                                       Name: Robert Pringle
                                       Title: President and
                                              Chief Operating Officer


                                   CARNIVAL CORPORATION


                                   By: /s/ Brendan Corrigan
                                       -----------------------------------------
                                       Name: Brendan Corrigan
                                       Title: Sr. Vice President Operations

                                       3
<PAGE>
                                    EXHIBIT A

                                CONVERTIBLE NOTE