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                                                                     EXHIBIT 4.4


                                                                  EXECUTION COPY


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                                DEPOSIT AGREEMENT

                                      Among

                               NETWORK PLUS CORP.,



             AMERICAN STOCK TRANSFER & TRUST COMPANY, as Depositary,



                                       and



                        THE HOLDERS FROM TIME TO TIME OF
                    THE DEPOSITARY RECEIPTS DESCRIBED HEREIN









                            Dated as of April 6, 2000








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                                TABLE OF CONTENTS


                                    ARTICLE I

                                   Definitions


                                   ARTICLE II

            Form of Receipts, Deposit of Convertible Preferred Stock,
                        Execution and Delivery, Transfer,
                      Surrender and Redemption of Receipts

SECTION 2.01.  Form and Transferability of Receipts ....................       3
SECTION 2.02.  Deposit of Convertible Preferred Stock;
                 Execution and Delivery of Receipts in
                 Respect Thereof .......................................       4
SECTION 2.03.  Conversion at the Option of Holders .....................       6
SECTION 2.04.  Redemption of Convertible Preferred
                 Stock .................................................       8
SECTION 2.05.  Registration of Transfer of Receipts ....................      10
SECTION 2.06.  Split-ups and Combinations of Receipts;
                 Surrender of Receipts and Withdrawal
                 of Convertible Preferred Stock ........................      11
SECTION 2.07.  Limitations on Execution and Delivery,
                 Transfer, Surrender and Exchange of
                 Receipts ..............................................      12
SECTION 2.08.  Lost Receipts, etc ......................................      13
SECTION 2.09.  Cancellation and Destruction of
                 Surrendered Receipts ..................................      13
SECTION 2.10.  Lost Depositary Share Certificates, etc. ................      13


                                   ARTICLE III

                         Certain Obligations of Holders
                           of Receipts and the Company

SECTION 3.01.  Filing Proofs, Certificates and Other
                 Information ...........................................      13
SECTION 3.02.  Payment of Taxes or Other Governmental
                 Charges ...............................................      14
SECTION 3.03.  Warranty as to Convertible Preferred
                 Stock .................................................      14
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                                   ARTICLE IV

                        The Deposited Securities; Notices


SECTION 4.01.  Cash Distributions ......................................      15
SECTION 4.02.  Distribution Other than Cash, Rights,
                 Preferences or Privileges .............................      15
SECTION 4.03.  Subscription Rights, Preferences or
                 Privileges ............................................      16
SECTION 4.04.  Notice of Dividends, etc.; Fixing
                 of Record Date for Holders of
                 Receipts ..............................................      17
SECTION 4.05.  Notice of Change of Control .............................      18
SECTION 4.06.  Voting Rights ...........................................      18
SECTION 4.07.  Changes Affecting Deposited Securities
                 and Reclassifications,
                 Recapitalizations, etc. ...............................      18
SECTION 4.08.  Inspection of Reports ...................................      19
SECTION 4.09.  Lists of Receipt Holders ................................      20


                                    ARTICLE V

                    The Depositary, the Depositary's Agents,
                          the Registrar and the Company

SECTION 5.01.  Maintenance of Offices, Agencies and
                 Transfer Books by the Depositary;
                 Registrar .............................................      20
SECTION 5.02.  Prevention of or Delay in Performance
                 by the Depositary, the Depositary's
                 Agents, the Registrar or the Company ..................      21
SECTION 5.03.  Obligations of the Depositary, the
                 Depositary's Agents, the Registrar
                 and the Company .......................................      21
SECTION 5.04.  Resignation and Removal of the Depositary;
                 Appointment of Successor Depositary ...................      23
SECTION 5.05.  Corporate Notices and Reports ...........................      24
SECTION 5.06.  Indemnification by the Company ..........................      24
SECTION 5.07.  Charges and Expenses ....................................      24
SECTION 5.08.  Tax Compliance ..........................................      25
SECTION 5.09.  Deposit of Convertible Preferred Stock
                 by the Company ........................................      25


                                   ARTICLE VI
                            Amendment and Termination
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SECTION 6.01.  Amendment ...............................................     26
SECTION 6.02.  Termination .............................................     26
SECTION 2.03.  Consents ................................................     26


                                   ARTICLE VII

                                  Miscellaneous

SECTION 7.01.  Counterparts ............................................     27
SECTION 7.02.  Exclusive Benefit of Parties ............................     28
SECTION 7.03.  Invalidity of Provisions ................................     28
SECTION 7.04.  Notices .................................................     28
SECTION 7.05.  Depositary's Agents .....................................     29
SECTION 7.06.  Holders of Receipts Are Parties .........................     29
SECTION 7.07.  Governing Law ...........................................     29
SECTION 7.08.  Inspection of Deposit Agreement .........................     29
SECTION 7.09.  Headings ................................................     29

TESTIMONIUM ............................................................     30
SIGNATURES .............................................................     30
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EXHIBIT A:  Form of Depositary Receipt
EXHIBIT B:  Resolutions


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<PAGE>   5
                     DEPOSIT AGREEMENT dated as of April 6, 2000, among NETWORK
                  PLUS CORP., a Delaware corporation (the "Company"), AMERICAN
                  STOCK TRANSFER & TRUST COMPANY, a New York corporation (the
                  "Depositary"), and the holders from time to time of the
                  Receipts described herein.


            WHEREAS it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of 250,000 shares of Series A Cumulative
Convertible Preferred Stock ($500 Liquidation Preference per share), of Network
Plus Corp. with the Depositary for the purposes set forth in this Deposit
Agreement and for the issuance hereunder of Receipts evidencing Depositary
Shares in respect of the Stock so deposited; and

            WHEREAS the Receipts are to be substantially in the form of Exhibit
A hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Deposit Agreement;


            NOW, THEREFORE, in consideration of the premises and agreements
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, it is agreed by and among the parties
hereto as follows:


                                    ARTICLE I

                                   Definitions

            The following definitions shall for all purposes, unless otherwise
indicated, apply to the respective terms used in this Deposit Agreement:

            "Authorizing Resolutions" shall mean the resolutions adopted by the
Board of Directors of the Company or a duly authorized committee thereof
establishing and setting forth the rights, preferences and privileges of the
Convertible Preferred Stock and filed in the form of a certificate of the voting
powers, designations, preferences and relative participating, optional or other
special rights, and qualifications, limitations and restrictions thereof, of the
Convertible Preferred Stock with the Secretary of State of the State of Delaware
pursuant to Section 151 of the General
<PAGE>   6
Corporation Law of the State of Delaware, attached hereto as Exhibit B.

            "Certificate" shall mean the certificate of designations to the
Certificate of Incorporation of the Company filed with the Secretary of State of
Delaware establishing the Convertible Preferred Stock as a series of series
preferred stock, without par value $.01, of the Company.

            "Company" shall mean Network Plus Corp., a Delaware corporation, and
its successors.

            "Convertible Preferred Stock" shall mean shares of the Company's 7
1/2% Series A Cumulative Convertible Preferred Stock ($500 Liquidation
Preference per share).

            "Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time.

            "Depositary" shall mean American Stock Transfer & Trust Company, a
New York corporation, and any successor as Depositary hereunder.

            "Depositary Shares" shall mean Depositary Shares, each representing
one-tenth (1/10) of a share of Convertible Preferred Stock and evidenced by a
Receipt.

            "Depositary's Agent" shall mean an agent
appointed by the Depositary pursuant to Section 7.05.

            "Depositary's Office" shall mean the principal office of the
Depositary in New York City, at which at any particular time its depositary
receipt business shall be administered.

            "Paying Agent" shall have the meaning specified
in the Certificate.

            "Receipt" shall mean one of the Depositary Receipts issued
hereunder, whether in definitive or temporary form.

            "record holder" as applied to a Receipt shall mean the person in
whose name a Receipt is registered on the books of the Depositary maintained for
such purpose.

            "Registrar" shall mean any bank or trust company which shall be
appointed to register ownership and transfers of Receipts as herein provided.


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                                   ARTICLE II

            Form of Receipts, Deposit of Convertible Preferred Stock,
                        Execution and Delivery, Transfer,
                      Surrender and Redemption of Receipts

            SECTION 2.01. Form and Transferability of Receipts. Definitive
Receipts shall be printed or lithographed on steel-engraved borders and shall be
substantially in the form set forth in Exhibit A annexed to this Deposit
Agreement, in each case with appropriate insertions, modifications and
omissions, as hereinafter provided. Pending the preparation of definitive
Receipts, the Depositary, upon the written order of the Company delivered in
compliance with Section 2.02, shall execute and deliver temporary Receipts which
shall be printed, lithographed, typewritten, mimeographed or otherwise
substantially of the tenor of the definitive Receipts in lieu of which they are
issued and in each case with such appropriate insertions, omissions,
substitutions and other variations as the persons executing such Receipts may
determine, as evidenced by their execution of such Receipts. If temporary
Receipts are issued, the Company and the Depositary will cause definitive
Receipts to be prepared without unreasonable delay. After the preparation of
definitive Receipts, the temporary Receipts shall be exchangeable for definitive
Receipts upon surrender of the temporary Receipts at an office described in
Section 2.02, without charge to the holder. Upon surrender for cancellation of
any one or more temporary Receipts, the Depositary shall execute and deliver in
exchange therefor definitive Receipts representing the same number of Depositary
Shares as represented by the surrendered temporary Receipt or Receipts. Such
exchange shall be made at the Company's expense and without any charge therefor.
Until so exchanged, the temporary Receipts shall in all respects be entitled to
the same benefits under this Agreement, and with respect to the Convertible
Preferred Stock, as definitive Receipts.

            Receipts shall be executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary; provided, that such signature
may be a facsimile if a Registrar for the Receipts (other than the Depositary)
shall have been appointed and such Receipts are countersigned by manual
signature of a duly authorized officer of the Registrar. No Receipt shall be
entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose unless it shall


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have been executed manually by a duly authorized officer of the Depositary or,
if a Registrar for the Receipts (other than the Depositary) shall have been
appointed, by manual or facsimile signature of a duly authorized officer of the
Depositary and countersigned manually by a duly authorized officer of such
Registrar. The Depositary shall record on its books each Receipt so signed and
delivered as hereinafter provided.

            Receipts shall be in denominations of any number of whole Depositary
Shares up to but not in excess of Depositary Shares for any particular Receipt.

            Receipts may be endorsed with or have incorporated in the text
thereof such legends or recitals or changes not inconsistent with the provisions
of this Deposit Agreement as may be required by the Depositary or required to
comply with any applicable law or any regulation thereunder or with the rules
and regulations of any securities exchange upon which the Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject.

            Title to Depositary Shares (and the interest in the Convertible
Preferred Stock evidenced thereby) evidenced by a Receipt that is properly
endorsed, or accompanied by a properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of a Receipt shall be
registered on the books of the Depositary as provided in Section 2.04, the
Depositary may, notwithstanding any notice to the contrary, treat the record
holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to distributions of dividends or other
distributions or payments with respect to the Convertible Preferred Stock, to
exercise conversion rights or to receive any notice provided for in this Deposit
Agreement and for all other purposes.

            The Depositary shall not lend any Convertible Preferred Stock
deposited hereunder.

            SECTION 2.02. Deposit of Convertible Preferred Stock; Execution and
Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of
this Deposit Agreement, the Company or any holder of


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<PAGE>   9
Convertible Preferred Stock may from time to time deposit shares of the
Convertible Preferred Stock under this Deposit Agreement by delivery to the
Depositary of a certificate or certificates for the Convertible Preferred Stock
to be deposited, properly endorsed or accompanied, if required by the
Depositary, by a duly executed instrument of transfer or endorsement, in form
satisfactory to the Depositary, together with all such certifications as may be
required by the Depositary in accordance with the provisions of this Deposit
Agreement, and together with a written order of the Company or such holder, as
the case may be, directing the Depositary to execute and deliver to, or upon the
written order of, the person or persons stated in such order a Receipt or
Receipts for the number of Depositary Shares representing such deposited
Convertible Preferred Stock.

            Deposited Convertible Preferred Stock shall be held by the
Depositary at the Depositary's Office or at such other place or places as the
Depositary shall determine.

            Simultaneously with the execution and delivery hereof, the Company,
on behalf of each underwriter of an interest in the Convertible Preferred Stock
that is to be represented by the Depositary Shares, is depositing under this
Deposit Agreement certificates representing all outstanding shares of
Convertible Preferred Stock, together with a written order directing the
Depositary to execute and deliver Depositary Shares representing such
Convertible Preferred Stock registered in such names as have been designated in
writing by Goldman, Sachs & Co., as the representative of the underwriters for
the Depositary Shares that are to represent such Convertible Preferred Stock.

            Upon each delivery to the Depositary of a certificate or
certificates for Convertible Preferred Stock to be deposited hereunder in
accordance with the provisions of this Section, together with the other
documents required as above specified, and as soon as transfer and recordation
of the Convertible Preferred Stock on the books of the Company in the name of
the Depositary or its nominee can be accomplished, the Depositary, subject to
the terms and conditions of this Deposit Agreement, shall execute and deliver
to, or upon the order of, the Exchange Agent a Receipt or Receipts for the
number of Depositary Shares representing the Convertible Preferred Stock so
deposited and registered in such name or names of the person or persons as


                                        5
<PAGE>   10
specified in the written order delivered to the Depositary referred to in the
first paragraph of this Section. Deposited Convertible Preferred Stock shall be
held by the Depositary in trust for the benefit of the holders from time to time
of the Depositary Shares at the principal office of the Depositary or at such
other place or places as the Depositary shall determine, such deposited
Convertible Preferred Stock (and any dividends or other distributions thereon)
to be at all times segregated, separate and apart from the property of the
Depositary.

            Upon receipt by the Depositary of a certificate or certificates for
Convertible Preferred Stock deposited in accordance with the provisions of this
Section 2.02, together with the other documents required as above specified and
upon recordation of such Convertible Preferred Stock on the books of the Company
in the name of the Depositary or its nominee, the Depositary, subject to the
terms and conditions of this Deposit Agreement, shall execute and deliver to or
upon the order of the person or persons named in the written order referred to
above in this Section 2.02 one or more Depositary Shares for the number of
Depositary Shares attributable to such Convertible Preferred Stock so deposited
and registered in such name or names as requested by such person or persons. The
Depositary shall execute and deliver such Receipt or Receipts at the
Depositary's Office or such other offices, if any, as the Depositary may
designate. Delivery at other offices shall be at the risk and expense of the
person requesting such delivery. However, in each case subsequent to the initial
deposit hereunder, such delivery will be made only upon payment to the
Depositary of all taxes and governmental charges and fees payable in connection
with such deposit and the transfer of the deposited Convertible Preferred Stock.
The Depositary shall not issue any Depositary Shares certificates other than
Depositary Shares certificates for Depositary Shares representing Convertible
Preferred Stock actually deposited with the Depositary.

            Other than in the case of splits, combinations or other
reclassifications affecting the Convertible Preferred Stock, or in the case of
dividends or other distributions of Convertible Preferred Stock, if any, or
unless the Company provides written notice to the Depositary as to a different
number of shares of Convertible Preferred Stock, there shall be deposited
hereunder not more than 250,000 shares of Convertible Preferred Stock.


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            SECTION 2.03. Conversion at the Option of Holders. Subject to the
terms and conditions of this Deposit Agreement and the Authorizing Resolutions,
Depositary Shares may be surrendered at any time by the holders thereof with
written instructions to the Depositary to convert any specified number of shares
of Convertible Preferred Stock represented by such Depositary Shares into shares
of Common Stock (and cash in lieu of fractional shares of Common Stock) at the
conversion rate in respect of the Convertible Preferred Stock determined in
accordance with the Authorizing Resolutions. A holder of Depositary Shares may
surrender such Depositary Shares at such office as the Depositary may from time
to time designate for such purpose, together with a notice of conversion thereof
duly completed and executed, thereby instructing the Depositary to cause the
conversion of the number of shares of Convertible Preferred Stock specified in
such notice of conversion into shares of Common Stock.

            Upon receipt by the Depositary of a Depositary Shares certificate,
together with a notice of conversion supplied by the Company containing the
applicable conversion rate instructing the Depositary to convert a specified
number of shares of Convertible Preferred Stock duly completed and executed, the
Depositary shall (a) give written notice to the transfer agent for the
Convertible Preferred Stock of the number of shares of Convertible Preferred
Stock surrendered for conversion and the number of shares of Common Stock to be
delivered upon conversion of such shares of Convertible Preferred Stock and the
amount of immediately available funds, if any, to be delivered to the holder of
such Depositary Shares in payment of any fractional shares of Common Stock
otherwise issuable, (b) cancel such Depositary Shares certificate or, if a
Registrar for Depositary Shares certificates (other than the Depositary) shall
have been appointed, cause such Registrar to cancel such Depositary Shares
certificate and (c) deliver to the transfer agent for the Convertible Preferred
Stock or any other authorized agent of the Company certificates for the
Convertible Preferred Stock represented by such Depositary Shares, which
certificates shall thereupon be canceled by such transfer agent or other
authorized agent. As promptly as practicable after such transfer agent or other
authorized agent of the Company has received such certificates from the
Depositary, (a) the Company shall cause to be furnished to the Depositary a
certificate or certificates evidencing such number of shares of Common Stock,
and such amount of immediately


                                        7
<PAGE>   12
available funds, if any, as specified in a written notice to the Company and (b)
subject to the next succeeding sentence, the Depositary shall deliver at its
office designated for such purpose or such other place as may be requested by
any holder surrendering Depositary Shares as provided in this Section 2.03 (i) a
certificate or certificates evidencing the number of shares of Common Stock into
which the Convertible Preferred Stock represented by the Depositary Shares has
been converted,(ii) cash in lieu of receiving fractional shares of Common Stock
in accordance with Section 2.06 and (iii) the right to receive cash in an amount
in an amount equal to all accrued and unpaid dividends on such shares of
Convertible Preferred Stock to the extent provided in the Certificate of
Designations for the Convertible Preferred Stock. However, if a number of
Depositary Shares that is not divisible by 10, without remainder, is submitted
for conversion, any fractional share of Convertible Preferred Stock otherwise
issuable upon such conversion will be rounded down.

            Upon any optional conversion of the Convertible Preferred Stock
represented by the Depositary Shares, no allowance, adjustment or payment shall
be made with respect to dividends upon such Convertible Preferred Stock or
shares of Common Stock issued upon the conversion thereof, except as set forth
in the Authorizing Resolutions. If Depositary Shares representing shares of
Convertible Preferred Stock (other than Depositary Shares called for redemption
within such period in connection with a redemption of Convertible Preferred
Stock) are surrendered for conversion between the close of business on the
record date with respect to any dividend payment on such Convertible Preferred
Stock and the opening of business on the next succeeding dividend payment date,
any holder of Depositary Shares surrendered with instructions to the Depositary
for conversion of the Convertible Preferred Stock represented thereby shall
remit to the Depositary with such Depositary Shares an amount of funds equal to
the dividend payable on the underlying Convertible Preferred Stock on such
dividend payment date computed and paid as set forth in the Authorizing
Resolutions.

            Delivery of Common Stock and other property may be made by the
delivery of certificates and other proper documents of title, which, if required
by law, shall be properly endorsed or accompanied by proper instruments of
transfer. If such delivery is to be made otherwise than at the Depositary's
corporate trust office in New York


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City, such delivery shall be made, as hereinafter provided, without unreasonable
delay, at the risk of any holder surrendering Depositary Shares, and for the
account of such holder, to such place designated in writing by such holder.

            SECTION 2.04. Redemption of Convertible Preferred Stock. The
Convertible Preferred Stock represented by the Depositary Shares shall not be
redeemable by the Company prior to April 10, 2005. At any time and from time to
time on or after that date until immediately prior to the Mandatory Redemption
Date, the Company will have the right to redeem, in whole or in part, the
Convertible Preferred Stock represented by the Depositary Shares, at the price
per share of Convertible Preferred Stock specified pursuant to the Authorizing
Resolutions. Whenever the Company shall elect under the Authorizing Resolutions
to redeem shares of Convertible Preferred Stock, the Depositary shall effect a
simultaneous redemption, from the proceeds of such redemption by the Company, of
a number of Depositary Shares representing a number of shares of Convertible
Preferred Stock equal to the number of shares of Convertible Preferred Stock
being redeemed. In the case of any such redemption, the Company shall give the
Depositary not less than 30 nor more than 60 days' notice of the date of such
proposed redemption (the "redemption date"), the number of shares of the
Convertible Preferred Stock held by the Depositary to be so redeemed, the number
of Depositary Shares to be simultaneously redeemed and the applicable redemption
price, including the amount of any accumulated and unpaid dividends to the date
of such redemption computed as provided in the Authorizing Resolutions. The
Depositary shall mail notice of such redemption (which shall also constitute a
notice of redemption of Depositary Shares), by first-class mail, postage
prepaid, not less than 30 nor more than 60 days prior to the redemption date, to
the holders of record of Depositary Shares representing a number of shares of
Convertible Preferred Stock equal to the number of shares of Convertible
Preferred Stock held by the Depositary that are to be redeemed by the Company,
at the addresses of such holders as the same appear on the records of the
Depositary; but neither failure to mail any such notice, nor any defect in any
notice, to one or more holders shall affect the validity of the proceedings for
redemption except as to any holder to whom the Depositary has failed to give
said notice or whose notice was defective. Each such notice shall state the
redemption date, the number of shares of Convertible Preferred Stock


                                        9
<PAGE>   14
and number of Depositary Shares to be redeemed, and, if less than all the shares
of Convertible Preferred Stock represented by Depositary Shares are to be
redeemed, the number of Depositary Shares to be redeemed from such holder; the
applicable redemption price; that dividends in respect of the Convertible
Preferred Stock represented by such Depositary Shares to be redeemed will cease
to accrue as of the date specified in the notice of redemption from the Company;
that the conversion rights with respect to such shares of Convertible Preferred
Stock will cease as of the redemption date (except as described below), and
instructions for the surrender of the certificates representing the Depositary
Shares to be redeemed. Any notice that is mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the holder
receives the notice. The Company shall make a public announcement (by press
release to the Dow Jones News Service) of any call for redemption prior to or at
the time of the mailing of such notice of redemption. In case less than all the
outstanding shares of Convertible Preferred Stock represented by Depositary
Shares are to be called for redemption, the Depositary Shares to be redeemed
(which shall represent a number of shares of Convertible Preferred Stock equal
to the total number of shares of Convertible Preferred Stock being held by the
Depositary that are to be redeemed) shall be selected by the Depositary in the
same manner as that determined by the Company with respect to the redemption by
the Company of the shares of Convertible Preferred Stock.

            Notice having been mailed by the Depositary as aforesaid, on and
after the redemption date, the Depositary Shares to be redeemed shall no longer
be deemed outstanding and all rights of the holders of such Depositary Shares
including any accrued and unpaid dividends shall cease, except the right to
receive a distribution of the redemption price, without interest as provided
herein, (unless the Company defaults in payment of the redemption price). As of
the close of business on the redemption date, if the Company shall have redeemed
the shares of Convertible Preferred Stock called for redemption, upon surrender
in accordance with such notice of the certificates representing the Depositary
Shares being redeemed from the proceeds of such redemption (properly endorsed or
assigned for transfer, if required and stated in such notice), the holders of
such Depositary Shares shall be entitled to receive, for each Depositary Share
surrendered, an amount equal to the redemption price per 1/10-share (10%) of
Convertible


                                       10
<PAGE>   15
Preferred Stock redeemed plus all money and other property, if any, attributable
thereto pursuant to the Authorizing Resolutions, including cash in lieu of any
fractional shares of Common Stock in accordance with Section 2.06. On or
promptly following the redemption date, the Depositary shall surrender all
shares of Convertible Preferred Stock held by it that have been redeemed.

            If less than all of the Depositary Shares represented by a
Depositary Shares certificate are called for redemption, the Depositary will
deliver to the holder of the Depositary Shares certificate upon the later of (i)
the surrender of the Depositary Shares certificate to the Depositary and (ii)
the redemption date a new Depositary Shares certificate representing the
Depositary Shares not called for redemption together with the redemption
payment.

            If a notice of redemption of any shares of Convertible Preferred
Stock represented by Depositary Shares has been given pursuant to this Section
2.05, the right to convert the shares of Convertible Preferred Stock represented
by such Depositary Shares will terminate immediately prior to the close of
business on the relevant redemption date.

            Unless the Convertible Preferred Stock has already been redeemed or
converted, the Company will be required to redeem the Convertible Preferred
Stock on April 1, 2012, at a redemption price equal to 100% of the liquidation
preference, together with accumulated and unpaid dividends to April 1, 2012.

            SECTION 2.05. Registration of Transfer of Receipts. Subject to the
terms and conditions of this Deposit Agreement, the Depositary shall register on
its books from time to time transfers of Receipts upon any surrender thereof by
the holder in person or by duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer. Thereupon the
Depositary shall execute a new Receipt or Receipts evidencing the same aggregate
number of Depositary Shares as those evidenced by the Receipt or Receipts
surrendered and deliver such new Receipt or Receipts to or upon the order of the
person entitled thereto.

            SECTION 2.06. Split-ups and Combinations of Receipts; Surrender of
Receipts and Withdrawal of Convertible Preferred Stock. Upon surrender of a
Receipt


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<PAGE>   16
or Receipts at the Depositary's Office or at such other offices as it may
designate for the purpose of effecting a split-up or combination of such Receipt
or Receipts, and subject to the terms and conditions of this Deposit Agreement,
the Depositary shall execute and deliver a new Receipt or Receipts in the
authorized denomination or denominations requested, evidencing the aggregate
number of Depositary Shares evidenced by the Receipt or Receipts surrendered.

            Any holder of a Receipt or Receipts representing any number of whole
shares of Convertible Preferred Stock may (unless the related Depositary Shares
have previously been converted or called for redemption) withdraw the
Convertible Preferred Stock on the basis of one share of Convertible Preferred
Stock for every ten Depositary Shares surrendered and all money and other
property, if any, represented thereby by surrendering such Receipt or Receipts,
at the Depositary's office or at such other offices as the Depositary may
designate for such withdrawals. Thereafter, without unreasonable delay, the
Depositary shall deliver to such holder, or to the person or persons designated
by such holder as hereinafter provided, the number of whole shares of
Convertible Preferred Stock and all money and other property, if any,
represented by the Receipt or Receipts so surrendered for withdrawal, but
holders of such whole shares of Convertible Preferred Stock will not thereafter
be entitled to deposit such Convertible Preferred Stock hereunder or to receive
Depositary Shares therefor. However, if a Receipt delivered by the holder to the
Depositary in connection with such withdrawal shall evidence a number of
Depositary Shares that is not divisible by 10, without remainder, any fractional
share of Convertible Preferred Stock otherwise issuable upon conversion will be
rounded down. Delivery of the Convertible Preferred Stock and money and other
property being withdrawn may be made by the delivery of such certificates,
documents of title, which, if required by law, shall be properly endorsed or
accompanied by proper instruments of transfer, and other instruments as the
Depositary may deem appropriate.

            If the Convertible Preferred Stock and the money and other property
being withdrawn are to be delivered to a person or persons other than the record
holder of the Receipt or Receipts being surrendered for withdrawal of
Convertible Preferred Stock, such holder shall execute and deliver to the
Depositary a written order so directing the Depositary and the Depositary may
require


                                       12
<PAGE>   17
that the Receipt or Receipts surrendered by such holder for withdrawal of such
shares of Convertible Preferred Stock be properly endorsed in blank or
accompanied by a properly executed instrument of transfer in blank.

            Delivery of the Convertible Preferred Stock and the money and other
property, if any, represented by Receipts surrendered for withdrawal shall be
made by the Depositary at the Depositary's Office, except that, at the request,
risk and expense of the holder surrendering such Receipt or Receipts and for the
account of the holder thereof, such delivery may be made at such other place as
may be designated by such holder.

            SECTION 2.07. Limitations on Execution and Delivery, Transfer,
Surrender and Exchange of Receipts. As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination, surrender or
exchange of any Receipt, or the exercise of any right of conversion, redemption
or withdrawal, the Depositary, any of the Depositary's Agents or the Company may
require payment to it of a sum sufficient for the payment (or, in the event that
the Depositary or the Company shall have made such payment, the reimbursement to
it) of any charges or expenses payable by the holder of a Receipt pursuant to
Section 5.07, may require the production of evidence satisfactory to it as to
the identity and genuineness of any signature and may also require compliance
with such regulations, if any, as the Depositary or the Company may establish
consistent with the provisions of this Deposit Agreement, or with the approval
of the Company, for any other reason. Without limitation of the foregoing, the
Depositary shall not knowingly accept for deposit under this Deposit Agreement
any Convertible Preferred Stock in connection with a distribution of Depositary
Shares which is required to be registered under the Securities Act of 1933,
unless a registration statement under such Act is in effect as to such
Depositary Shares and such Convertible Preferred Stock.

            The deposit of Convertible Preferred Stock may be refused, the
delivery of Receipts against Convertible Preferred Stock may be suspended, the
registration of transfer of Receipts may be refused and the registration of
transfer, surrender or exchange of outstanding Receipts may be suspended (i)
during any period when the register of stockholders of the Company is closed or
(ii) if any such action is deemed necessary or advisable by the Depositary, any
of the Depositary's Agents or the


                                       13
<PAGE>   18
Company at any time or from time to time because of any requirement of law or of
any government or governmental body or commission or under any provision of this
Deposit Agreement.

            SECTION 2.08. Lost Receipts, etc. In case any Receipt shall be
mutilated, destroyed, lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution for
such destroyed, lost or stolen Receipt, upon (i) the filing by the holder
thereof with the Depositary of evidence satisfactory to the Depositary of such
destruction or loss or theft of such Receipt, of the authenticity thereof and of
his or her ownership thereof and (ii) the furnishing to the Depositary with
reasonable indemnification and/or surety bond satisfactory to it.

            SECTION 2.09. Cancellation and Destruction of Surrendered Receipts.
All Receipts surrendered to the Depositary or any Depositary's Agent shall be
canceled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy all Receipts so canceled.

            SECTION 2.10. Lost Depositary Share Certificates, etc. In case any
Depositary Share certificate shall be mutilated or be destroyed or lost or
stolen, the Depositary will execute and deliver a Depositary Share certificate
of like form and tenor in exchange and substitution for such mutilated
Depositary Share certificate, or in lieu of and in substitution for such
destroyed, lost or stolen Depositary Share certificate, upon the holder thereof
filing with the Registrar evidence satisfactory to the Depositary of such
destruction, loss or theft of such Depositary Share certificate and the
authenticity thereof and of his ownership thereof and furnishing the Depositary
with reasonable indemnification and/or surety bond satisfactory to it.

                                   ARTICLE III

                         Certain Obligations of Holders
                           of Receipts and the Company

            SECTION 3.01. Filing Proofs, Certificates and Other Information. Any
holder of a Receipt may be required from time to time to file such proof of


                                       14
<PAGE>   19
residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the Company
may be reasonably deem necessary or proper. The Depositary or the Company may
withhold the delivery, or delay the registration of transfer, redemption or
exchange, of any Receipt or the withdrawal of the Convertible Preferred Stock
represented by the Depositary Shares evidenced by any Receipt or the
distribution of any dividend or other distribution or the sale of any rights or
of the proceeds thereof or of the proceeds of the exercise of any conversion
right specified in Section 2.03 or the mandatory redemption pursuant to Section
2.04 until such proof or other information is filed or such certificates are
executed or such representations and warranties are made.

            SECTION 3.02. Payment of Taxes or Other Governmental Charges.
Holders of Receipts shall be obligated to make payments to the Depositary of
certain charges and expenses, as provided in Section 5.07. Registration of
transfer of any Receipt or any withdrawal of Convertible Preferred Stock and all
money or other property, if any, represented by the Depositary Shares evidenced
by such Receipt or of the proceeds of the exercise of any conversion right
specified in Section 2.03 or the mandatory redemption pursuant to Section 2.04
may be refused until any such payment due is made, and any dividends, interest
payments or other distributions may be withheld or any part of or all the
Convertible Preferred Stock or other property represented by the Depositary
Shares evidenced by such Receipt and not theretofore sold may be sold for the
account of the holder thereof (after attempting by reasonable means to notify
such holder prior to such sale), and such dividends, interest payments or other
distributions or the proceeds of any such sale or of the proceeds of the
exercise of any conversion right specified in Section 2.03 or the mandatory
redemption pursuant to Section 2.04 may be applied to any payment of such
charges or expenses, the holder of such Receipt remaining liable for any
deficiency.

            SECTION 3.03. Warranty as to Convertible Preferred Stock. The
Company hereby represents, with respect to the initial deposit of Convertible
Preferred Stock, and each subsequent depositor shall be deemed to represent,
with respect to any deposit made by such person, that each certificate for such
Convertible Preferred Stock so deposited is valid, and that the


                                       15
<PAGE>   20
person making such deposit is duly authorized so to do. The Company hereby
further represents and warrants that the Convertible Preferred Stock, when
issued, will be validly issued, fully paid and nonassessable. Such
representation and warranty shall survive the deposit of the Convertible
Preferred Stock and the issuance of Receipts.


                                   ARTICLE IV

                        The Deposited Securities; Notices

            SECTION 4.01. Cash Distributions. Whenever the Depositary shall
receive any cash dividend or other cash distribution on the Convertible
Preferred Stock, the Depositary shall, subject to Sections 3.01 and 3.02 hereof,
distribute to record holders of Receipts on the record date fixed pursuant to
Section 4.04 such amounts of such dividend or distribution as are, as nearly as
practicable, in proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such holders; provided, however, that in case
the Company or the Depositary shall be required to withhold and shall withhold
from any cash dividend or other cash distribution in respect of the Convertible
Preferred Stock an amount on account of taxes, the amount made available for
distribution or distributed in respect of Depositary Shares shall be reduced
accordingly. The Depositary shall distribute or make available for distribution,
as the case may be, only such amount, however, as can be distributed without
attributing to any holder of Depositary Shares a fraction of one cent, and any
balance not so distributable shall be held by the Depositary (without liability
for interest thereon) and shall be added to and be treated as part of the next
sum received by the Depositary for distribution of record holders of Receipts
then outstanding.

            SECTION 4.02. Distribution Other than Cash, Rights, Preferences or
Privileges. Whenever the Depositary shall receive any distribution other than
cash, rights, preferences or privileges upon Convertible Preferred Stock, the
Depositary shall, subject to Sections 3.01 and 3.02 hereof, distribute to record
holders of Receipts on the record date fixed pursuant to Section 4.04 such
amounts of the securities or property received by it as are, as nearly as
practicable, in proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such holders, in any


                                       16
<PAGE>   21
manner that the Depositary may deem equitable and practicable for accomplishing
such distribution. If in the opinion of the Depositary such distribution cannot
be made proportionately among such record holders, or if for any other reason
(including any requirement that the Company or the Depositary withhold an amount
on account of taxes) the Depositary deems, after consultation with the Company,
such distribution not to be feasible, the Depositary may, with the approval of
the Company, adopt such method as it deems equitable and practicable for the
purpose of effecting such distribution, including the sale (at public or private
sale) of the securities or property thus received, or any part thereof, at such
place or places and upon such terms as it may deem proper. The net proceeds of
any such sale shall, subject to Sections 3.01 and 3.02, be distributed or made
available for distribution, as the case may be, by the Depositary to record
holders of Receipts as provided by Section 4.01 in the case of a distribution
received in cash. The Company shall not make any distribution of such securities
unless the Company shall have provided an opinion of counsel stating that such
securities have been registered under the Securities Act of 1933 or do not need
to be registered.

            SECTION 4.03. Subscription Rights, Preferences or Privileges. If the
Company shall at any time offer or cause to be offered to the persons in whose
names Convertible Preferred Stock is recorded on the books of the Company any
rights, preferences or privileges to subscribe for or to purchase any securities
or any rights, preferences or privileges of any other nature, such rights,
preferences or privileges shall in each such instance be made available by the
Depositary to the record holders of Receipts in such manner as the Depositary
may determine, either by the issue to such record holders of warrants
representing such rights, preferences or privileges or by such other method as
may be approved by the Depositary in its discretion, with the approval of the
Company; provided, however, that (i) if at the time of issue or offer of any
such rights, preferences or privileges the Depositary determines (after
consultation with the Company) that it is not lawful or not feasible to make
such rights, preferences or privileges available to holders of Receipts by the
issue of warrants or otherwise, or (ii) if and to the extent so instructed by
holders of Receipts who do not desire to exercise such rights, preferences or
privileges, then the Depositary, in its discretion (with the approval of the
Company, in any case where the


                                       17
<PAGE>   22
Depositary has determined that it is not feasible to make such rights,
preferences or privileges available), may, if applicable laws or the terms of
such rights, preferences or privileges permit such transfer, sell such rights,
preferences or privileges at public or private sale, at such place or places and
upon such terms as it may deem proper. The net proceeds of any such sale shall,
subject to Sections 3.01 and 3.02, be distributed by the Depositary to the
record holders of Receipts entitled thereto as provided by Section 4.01 in the
case of a distribution received in cash. The Company shall not make any
distribution of any such rights, preferences or privileges unless the Company
shall have provided an opinion of counsel stating that such rights, preferences
or privileges have been registered under the Securities Act of 1933 or do not
need to be registered.

            If registration under the Securities Act of 1933 of the securities
to which any rights, preferences or privileges relate is required in order for
holders of Receipts to be offered or sold the securities to which such rights,
preferences or privileges relate, the Company agrees with the Depositary that it
will file promptly a registration statement pursuant to such Act with respect to
such rights, preferences or privileges and securities and use its best efforts
and take all steps available to it to cause such registration statement to
become effective sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise such rights,
preferences or privileges. In no event shall the Depositary make available to
the holders of Receipts any right, preference or privilege to subscribe for or
to purchase any securities unless and until such registration statement shall
have become effective, or unless the offering and sale of such securities to
such holders are exempt from registration under the provisions of such Act.

            If any other action under the laws of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to holders
of Receipts, the Company agrees with the Depositary that the Company will use
its best efforts to take such action or obtain such authorization, consent or
permit sufficiently in advance of the expiration of such rights, preferences or
privileges to enable such holders to exercise such rights, preferences or
privileges.


                                       18
<PAGE>   23
            SECTION 4.04. Notice of Dividends, etc.; Fixing of Record Date for
Holders of Receipts. Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be made, or if rights,
preferences or privileges shall at any time be offered, with respect to the
Convertible Preferred Stock, or whenever the Depositary shall receive notice of
any meeting at which holders of Convertible Preferred Stock are entitled to vote
or of which holders of Convertible Preferred Stock are entitled to notice or any
request for action by written consent, or whenever the Depositary and the
Company shall decide it is appropriate, the Depositary shall in each such
instance fix a record date (which shall be the same date as the record date
fixed by the Company with respect to the Convertible Preferred Stock) for the
determination of the holders of Receipts who shall be entitled to receive such
dividend, distribution, rights, preferences or privileges or the net proceeds of
the sale thereof, or to give instructions for the exercise of voting rights at
any such meeting, or who shall be entitled to notice of such meeting or any
request for action by written consent or for any other appropriate reasons.


            SECTION 4.05. Notice of Change of Control. Upon receipt of notice of
any change of control offer (as defined in the Certificate of Designations with
respect to the Convertible Preferred Stock), the Depositary shall, as soon as
practicable thereafter, mail to the record holders of Receipts a notice which
shall contain (i) such information as is contained in such notice of change of
control offer and (ii) if applicable, a statement that the holders may, subject
to any applicable restrictions, instruct the Depositary as to the exercise of
the voting rights of the holders in compliance with Section 4.06 herein. Upon
receipt of notice from the Company of any change of control (as defined in the
Certificate of Designations with respect to the Convertible Preferred Stock),
the Depositary shall, as soon as practicable thereafter, mail to the record
holders of Receipts a notice that shall contain (i) a description of the
transaction or transactions constituting the change of control and (ii) the
offer from the Company to repurchase the Depositary Shares or Convertible
Preferred Stock, as the case may be, on the date specified in such notice,
pursuant to the procedures set forth in the Certificate of Designations with
respect to the Convertible Preferred Stock.


                                       19
<PAGE>   24
            SECTION 4.06. Voting Rights. Upon receipt of notice of any meeting
at which the holders of Convertible Preferred Stock are entitled to vote, the
Depositary shall, as soon as practicable thereafter, mail to the record holders
of Receipts a notice which shall contain (i) such information as is contained in
such notice of meeting and (ii) a statement that the holders may, subject to any
applicable restrictions, instruct the Depositary as to the exercise of the
voting rights pertaining to the amount of Convertible Preferred Stock
represented by their respective Depositary Shares (including an express
indication that instructions may be given to the Depositary to give a
discretionary proxy to a person designated by the Company) and a brief statement
as to the manner in which such instructions maybe be given. Upon the written
request of the holders of Receipts on the relevant record date (which shall be
the same date as the record date for the Convertible Preferred Stock), the
Depositary shall endeavor insofar as practicable to vote or cause to be voted,
in accordance with the instructions set forth in such requests, the maximum
number of whole shares of Convertible Preferred Stock represented by the
Depositary Shares evidenced by all Receipts as to which any particular voting
instructions are received. The Company hereby agrees to take all action which
may be deemed necessary by the Depositary in order to enable the Depositary to
vote such Convertible Preferred Stock or cause such Convertible Preferred Stock
to be voted. In the absence of specific instructions from the holder of a
Receipt, the Depositary will abstain from voting (but, at its discretion, not
from appearing at any meeting with respect to such Convertible Preferred Stock
unless directed to the contrary by the holders of all the Receipts) to the
extent of the Convertible Preferred Stock represented by the Depositary Shares
evidenced by such Receipt. Any voting instructions given hereunder shall be
revocable to the same extent as a proxy granted with respect to the Convertible
Preferred Stock represented thereby.

            SECTION 4.07. Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, etc. Upon any change in par or stated
value or liquidation preference, split-up, combination or any other
reclassification of the Convertible Preferred Stock, or upon any
recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party, the Depositary may in its
discretion with the approval of, and shall upon the instructions of,


                                       20
<PAGE>   25
the Company, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments as are certified by the Company in (x) the
fraction of an interest represented by one Depositary Share in one share of
Convertible Preferred Stock and (y) the ratio of the redemption price per
Depositary Share to the redemption price of a share of Convertible Preferred
Stock, in each case as may be necessary fully to reflect the effects of such
change in par or stated value or liquidation preference, split-up, combination
or other reclassification of Convertible Preferred Stock, or of such
recapitalization, reorganization, merger, amalgamation or consolidation and (ii)
treat any securities which shall be received by the Depositary in exchange for
or upon conversion of or in respect of the Convertible Preferred Stock as new
deposited securities so received in exchange for or upon conversion or in
respect of such Convertible Preferred Stock. In any such case, the Depositary
may in its discretion, with the approval of the Company, execute and deliver
additional Receipts, or may call for the surrender of all outstanding Receipts
to be exchanged for new Receipts specifically describing such new deposited
securities. Anything to the contrary herein notwithstanding, holders of Receipts
shall have the right from and after the effective date of any such change in par
or stated value or liquidation preference, split-up, combination or other
reclassification of the Convertible Preferred Stock or any such
recapitalization, reorganization, merger, amalgamation or consolidation to
surrender such Receipts to the Depositary with instructions to convert, exchange
or surrender the Convertible Preferred Stock represented thereby only into or
for, as the case may be, the kind and amount of shares of stock and other
securities and property and cash into which the Convertible Preferred Stock
represented by such Receipts might have been converted or for which such
Convertible Preferred Stock might have been exchanged or surrendered immediately
prior to the effective date of such transaction.

            SECTION 4.08. Inspection of Reports. The Depositary shall transmit
to the record holders of Receipts, at the addresses of such record holders as
set forth on the books of the Depositary, and shall make available for
inspection by holders of Receipts at the Depositary's office, and at such other
places as it may from time to time deem advisable, any reports and
communications received from the Company which are received by the Depositary as
the holder of Convertible Preferred Stock. The Registrar for the Depositary
Shares


                                       21
<PAGE>   26
will keep books for the transfer of the Depositary Shares. At all reasonable
times such books will be open for inspection by holders of the Depositary Shares
to the same extent as a record holder of the shares of Convertible Preferred
Stock may inspect books for the transfer thereof.

            SECTION 4.09. Lists of Receipt Holders. Promptly upon request from
time to time by the Company, the Depositary shall furnish to it a list, as of a
recent date, of the names, addresses and holdings of Depositary Shares of all
persons in whose names Receipts are registered on the books of the Depositary.


                                    ARTICLE V

                    The Depositary, the Depositary's Agents,
                          the Registrar and the Company

            SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books by
the Depositary; Registrar. Upon execution of this Deposit Agreement and until
termination of this Deposit Agreement in accordance with its terms, the
Depositary shall maintain at the Depositary's Office, facilities for the
execution and delivery, registration and registration of transfer, surrender and
exchange of Receipts, and at the offices of the Depositary's Agents, if any,
facilities for the delivery, registration of transfer, surrender and exchange of
Receipts, all in accordance with the provisions of this Deposit Agreement.

            The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Receipts, which books at all
reasonable times shall be open for inspection by the record holders of Receipts;
provided, that any such holder requesting to exercise such right shall certify
to the Depositary that such inspection shall be for a proper purpose reasonably
related to such person's interest as an owner of Depositary Shares evidenced by
the Receipts.

            The Depositary may close such books, at any time or from time to
time, when deemed expedient by it in connection with the performance of its
duties hereunder.

            The Depositary may, with the approval of the Company, appoint a
Registrar for registration of the Receipts or the Depositary Shares evidenced
thereby. If the Receipts or the Depositary Shares evidenced thereby


                                       22
<PAGE>   27
or the Convertible Preferred Stock represented by such Depositary Shares shall
be listed on the Nasdaq National Market, the Depositary will appoint a Registrar
(acceptable to the Company) for registration of such Receipts or Depositary
Shares in accordance with any requirements of the Nasdaq National Market. Such
Registrar (which may be the Depositary if so permitted by the requirements of
the Nasdaq National Market) may be removed and a substitute registrar appointed
by the Depositary upon the request or with the approval of the Company. If the
Receipts, such Depositary Shares or such Convertible Preferred Stock are listed
on one or more stock exchanges or other automated quotation systems, the
Depositary will, at the request of the Company, arrange such facilities for the
delivery, registration, registration of transfer, surrender and exchange of such
Receipts, such Depositary Shares or such Convertible Preferred Stock as may be
required by law or applicable stock exchange or automated quotation system
regulation.

            SECTION 5.02. Prevention of or Delay in Performance by the
Depositary, the Depositary's Agents, the Registrar or the Company. None of the
Depositary, any Depositary's Agent, the Registrar or the Company shall incur any
liability to any holder of any Receipt if by reason of any provision of any
present or future law, or regulation thereunder, of the United States of America
or of any other governmental authority or, in the case of the Depositary, the
Depositary's Agent or the Registrar, by reason of any provision, present or
future, of the Company's Restated Certificate of Incorporation (including the
Certificate) or by reason of any act of God or war or other circumstance beyond
the control of the relevant party, the Depositary, the Depositary's Agent, the
Registrar or the Company shall be prevented or forbidden from, or subjected to
any penalty on account of, doing or performing any act or thing which the terms
of this Deposit Agreement provide shall be done or performed; nor shall the
Depositary, any Depositary's Agent, any Registrar or the Company incur any
liability to any holder of a Receipt (i) by reason of any nonperformance or
delay, caused as aforesaid, in the performance of any act or thing which the
terms of this Deposit Agreement provide shall or may be done or performed, or
(ii) by reason of any exercise of, or failure to exercise, any discretion
provided for in this Deposit Agreement except, in case of any such exercise or
failure to exercise discretion not caused as aforesaid, if caused by the
negligence or willful misconduct of the party charged with such exercise or
failure to exercise.


                                       23
<PAGE>   28
            SECTION 5.03. Obligations of the Depositary, the Depositary's
Agents, the Registrar and the Company. None of the Depositary, any Depositary's
Agent, the Registrar or the Company assumes any obligation or shall be subject
to any liability under this Deposit Agreement to holders of Receipts other than
for its gross negligence or willful misconduct and each of them agrees to use
its best judgment and good faith in the performance of such duties as are
specifically set forth in this Deposit Agreement and shall perform such duties
and otherwise act hereunder on behalf of the holders of Depositary Shares.

            None of the Depositary, any Depositary's Agent, the Registrar or the
Company shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of the Convertible Preferred Stock,
the Depositary Shares or the Receipts which in its opinion may involve it in
expense or liability unless indemnity satisfactory to it against all expense and
liability be furnished as often as may be required.

            None of the Depositary, any Depositary's Agent, any Registrar or the
Company shall be liable for any action or any failure to act by it in good faith
reliance upon the written advice of legal counsel or accountants, or information
from any person presenting Convertible Preferred Stock for deposit, any holder
of a Receipt or any other person believed by it in good faith to be competent to
give such information. The Depositary, any Depositary's Agent, the Registrar and
the Company may each rely and shall each be protected in acting upon any written
notice, request, direction or other document believed by it to in good faith be
genuine and to have been signed or presented by the proper party or parties.

            The Depositary shall not be responsible for any failure to carry out
any instruction to vote any of the shares of Convertible Preferred Stock or for
the manner or effect of any such vote made, as long as any such action or
non-action is in good faith. The Depositary undertakes, and the Registrar shall
be required to undertake, to perform such duties and only such duties as are
specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Depositary or the
Registrar. The Depositary will be liable to the Company for any liability which
may arise out of acts performed or omitted by the Depositary or the Depositary's
Agents due to its or their gross negligence or willful misconduct.


                                       24
<PAGE>   29
The Depositary, the Depositary's Agents, and any Registrar may own and deal in
any class of securities of the Company and its affiliates and in Receipts. The
Depositary may also act as transfer agent or registrar of any of the securities
of the Company and its affiliates.

            SECTION 5.04. Resignation and Removal of the Depositary; Appointment
of Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.

            The Depositary may at any time be removed by the Company by notice
of such removal delivered to the Depositary, such removal to take effect upon
the appointment of a successor Depositary and its acceptance of such appointment
as hereinafter provided.

            In case at any time the Depositary acting hereunder shall resign or
be removed, the Company shall, within 45 days after the delivery of the notice
of resignation or removal, as the case may be, appoint a successor Depositary, a
bank or trust company having its principal office in the United States of
America and having a combined capital and surplus of at least $50,000,000. If no
successor Depositary shall have been so appointed and have accepted appointment
within 45 days after delivery of such notice, the resigning or removed
Depositary may petition any court of competent jurisdiction for the appointment
of a successor Depositary. Every successor Depositary shall execute and deliver
to its predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor Depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Deposit Agreement, and such predecessor, upon payment of
all sums due it and on the written request of the Company, shall execute and
deliver an instrument transferring to such successor all rights and powers of
such predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Convertible Preferred Stock and any moneys or property
held hereunder to such successor, and shall deliver to such successor a list of
the record holders of all outstanding Receipts. Any successor


                                       25
<PAGE>   30
Depositary shall promptly mail notice of its appointment to the record holders
of Receipts.

            Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act, and notice thereof shall
not be required hereunder. Such successor Depositary may authenticate the
Receipts in the name of the predecessor Depositary or in the name of the
successor Depositary.

            SECTION 5.05. Corporate Notices and Reports. The Company agrees that
it will transmit to the record holders of Receipts, in each case at the
addresses furnished to it pursuant to Section 4.08, all notices and reports
(including without limitation financial statements) required by law, by the
rules of any national securities exchange upon which the Convertible Preferred
Stock, the Depositary Shares or the Receipts are listed or by the Company's
Restated Certificate of Incorporation (including the Certificate) to be
furnished by the Company to holders of Convertible Preferred Stock. Such
transmission will be at the Company's expense and the Company will provide the
Depositary with such number of copies of such documents as the Depositary may
reasonably request for such purpose. In addition, the Depositary will transmit
to the holders of Depositary Shares (at Company expense) such other documents as
may be requested by the Company. The Company further agrees that it will
promptly notify the Depositary in writing of any change in the conversion rate
and conversion price in respect of the Convertible Preferred Stock.

            SECTION 5.06. Indemnification by the Company. The Company shall
indemnify the Depositary, any Depositary's Agent and any Registrar against, and
hold each of them harmless from, any loss, liability or expense (including the
costs and expenses of defending itself and reasonable counsel fees) which may
arise out of (a) acts performed or omitted in connection with this Deposit
Agreement and the Receipts (i) by the Depositary, the Registrar or any of their
respective agents (including any Depositary's Agent), except for any liability
arising out of negligence or bad faith on the respective parts of any such
person or persons, or (ii) by the Company or any of its agents, or (b) the
offer, sale or registration of the Receipts, the Depositary Shares or the
Convertible Preferred Stock pursuant to the provisions hereof. The obligations
of the


                                       26
<PAGE>   31
Company set forth in this Section 5.06 shall survive any succession of any
Depositary, Registrar or Depositary's Agent.

            SECTION 5.07. Charges and Expenses. The Company shall pay all
transfer and other taxes and governmental charges arising solely from the
existence of the depositary arrangements hereunder. The Company shall pay all
charges of the Depositary in connection with the initial deposit of the
Convertible Preferred Stock and the initial issuance of the Depositary Shares,
redemption of the Convertible Preferred Stock at the option of the Company and
all withdrawals of shares of the Convertible Preferred Stock by owners of
Depositary Shares. All other transfer and other taxes and governmental charges
shall be at the expense of holders of Depositary Shares. If, at the request of a
holder of Receipts, the Depositary incurs charges or expenses for which it is
not otherwise liable hereunder, such holder will be liable for such charges and
expenses. All other charges and expenses of the Depositary and any Depositary's
Agent hereunder and of the Registrar (including, in each case, reasonable fees
and expenses of counsel) incident to the performance of their respective
obligations hereunder will be paid upon consultation and agreement between the
Depositary and the Company as to the amount and nature of such charges and
expenses. The Depositary shall present its statement for charges and expenses to
the Company once every three months or at such other intervals as the Company
and the Depositary may agree.

            SECTION 5.08. Tax Compliance. (a) The Depositary, on its own behalf
and on behalf of the Company will comply with all applicable certification,
information reporting and withholding (including "backup" withholding)
requirements imposed by applicable tax laws, regulations or administrative
practice with respect to (i) any payments made with respect to the Depositary
Shares or (ii) the issuance, delivery, holding, transfer, redemption or exercise
of rights under the Depositary Receipts or the Depositary Shares. Such
compliance shall include, without limitation, the preparation and timely filing
of required returns and the timely payment of all amounts required to be
withheld to the appropriate taxing authority or its designated agent.

            (b) The Depositary shall comply with any direction received from the
Company with respect to the


                                       27
<PAGE>   32
application of such requirements to particular payments or holders or in other
particular circumstances, and may for purposes of this Agreement rely on any
such direction in accordance with the provisions of Section 5.03 hereof.

            (c) The Depositary shall maintain all appropriate records
documenting compliance with such requirements, and shall make such records
available on request to the Company or to its authorized representatives.

            SECTION 5.09. Deposit of Convertible Preferred Stock by the Company.
The Company agrees with the Depositary that neither the Company nor any company
controlled by the Company will at any time deposit any Convertible Preferred
Stock if such Convertible Preferred Stock is required to be registered under the
provisions of the Securities Act of 1933 unless a registration statement is in
effect as to such Convertible Preferred Stock.


                                   ARTICLE VI
                            Amendment and Termination

            SECTION 6.01. Amendment. The form of the Receipts and any provisions
of this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect which they may
deem necessary or desirable; provided, however, that no such amendment (other
than any change in the fees of any Depositary, Registrar or Transfer Agent)
which shall materially and adversely alter the rights of the holders of Receipts
shall be effective unless such amendment shall have been approved by the holders
of Receipts evidencing at least 66 2/3% of the Depositary Shares then
outstanding. Every holder of an outstanding Receipt at the time any such
amendment becomes effective, or any transferee of such holder shall be deemed,
by continuing to hold such Receipt, or by reason of the acquisition thereof, to
consent and agree to such amendment and to be bound by the Deposit Agreement as
amended thereby. In no event shall any amendment impair the right, subject to
the applicable provisions hereof, of any owner of Depositary Shares to withdraw
the Convertible Preferred Stock represented by the Depositary Shares or to
convert the shares of Convertible Preferred Stock represented thereby into
Common Stock, except as


                                       28
<PAGE>   33
provided in the Authorizing Resolutions or in order to comply with mandatory
provisions of applicable law.

            SECTION 6.02. Termination. This Agreement may be terminated by the
Company or the Depositary only after (i) all outstanding Depositary Shares shall
have been redeemed pursuant to Section 2.03 or (ii) there shall have been made a
final distribution in respect of the Convertible Preferred Stock in connection
with any liquidation, dissolution or winding up of the Company and such
distributions shall have been distributed to the holders of Receipts evidencing
the Depositary Shares pursuant to Section 4.01 or 4.02, as applicable.

            Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary, any Depositary's Agent and any Registrar under
Sections 5.06 and 5.07.

            SECTION 6.03. Consents. Consents of holders of Depositary Shares
required by this Article VI may be evidenced by one or more instruments signed
by such holder or by his agent duly appointed in writing, and shall be effective
when delivered to the Depositary. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Deposit Agreement and conclusive in favor of the Depositary, the Registrar
and the Company, if made in the manner herein provided.

            The execution of any proxy, consent or other instrument by the
holder of Depositary Shares or his agent or proxy shall be revocable, except as
otherwise specifically provided, and be deemed sufficient and conclusive for all
purposes of this Deposit Agreement if (a) the Depositary, Registrar or Company,
as the case may be, shall have mailed or delivered to the holder at his address
as shown on the books of the Depositary such proxy, consent or other instrument,
(b) the proxy, consent or other instrument shall have been returned to the
Depositary, Registrar or Company, as the case may be, bearing a signature
purporting and reasonably appearing to be that of the holder, his agent or
proxy, and (c) the person receiving the executed proxy, consent or other
instrument shall have no actual knowledge or notice of any irregularity or of
any fact or circumstance, which, if substantiated, would impair the validity of
such proxy, consent or other instrument. The matters referred to in clauses (a),
(b) and (c) above may be evidenced by


                                       29
<PAGE>   34
a certificate of the Depositary, Registrar or Company, as the case may be.

            The ownership of Depositary Shares shall be proved by the books of
the Depositary or, if a Registrar for Depositary Shares (other than the
Depositary) shall have been appointed, the Registrar or by a certificate of the
Depositary or Registrar, as applicable.

            The Depositary shall not be bound to recognize any person as a
holder unless and until his title to the Depositary Shares held by him is proved
in the manner provided herein.

            Any such consent of the holder of any Depositary Shares shall bind
every future holder of the same Depositary Shares including the holder of every
Depositary Shares issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof, whether or not notation of such consent is
made upon any such Depositary Shares.


                                   ARTICLE VII

                                  Miscellaneous

            SECTION 7.01. Counterparts. This Deposit Agreement may be executed
in any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument.

            SECTION 7.02. Exclusive Benefit of Parties. This Deposit Agreement
is for the exclusive benefit of the parties hereto, and their respective
successors hereunder, and shall not be deemed to give any legal or equitable
right, remedy or claim to any other person whatsoever.

            SECTION 7.03. Invalidity of Provisions. In case any one or more of
the provisions contained in this Deposit Agreement or in the Receipts should be
or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein or
therein shall in no way be affected, prejudiced or disturbed thereby.


                                       30
<PAGE>   35
            SECTION 7.04. Notices. Any and all notices to be given to the
Company hereunder or under the Receipts shall be in writing and shall be deemed
to have been duly given if personally delivered or sent by mail or telegram,
telex or telecopier confirmed by letter, addressed to the Company at 234
Copeland Street, Quincy, MA 02169, fax 617-786-4013 to the attention of the
Office of the Secretary, or at any other address of which the Company shall have
notified the Depositary in writing, with a copy to Hale and Dorr LLP, 60 State
Street, Boston, MA 02109, fax 617-526-5000, attention: Jeffrey N. Carp, Esq.

            Any and all notices to be given to the Depositary hereunder or under
the Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram, telex or telecopier
confirmed by letter, addressed to the Depositary at the Depositary's Office, at
40 Wall Street, New York, NY 10005, fax 718-236-4588, attention: Executive Vice
President or at any other address of which the Depositary shall have notified
the Company and the record holders of the Receipts in writing.

            Any and all notices to be given to any record holder of a Receipt
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or by telegram, telex or
telecopier confirmed by letter, addressed to such record holder at the address
of such record holder as it appears on the books of the Depositary, or if such
holder shall have filed with the Depositary a written request that notices
intended for such holder be mailed to some other address, at the address
designated in such request.

            Delivery of a notice sent by mail or by telegram, telex or
telecopier shall be deemed to be effected at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a telegram,
telex or telecopier message) is deposited, postage prepaid, in a post office
letter box. The Depositary or the Company however, act upon any telegram, telex
or telecopier message received by it from the other or from any holder of a
Receipt, notwithstanding that such telegram, telex or telecopier message shall
not subsequently be confirmed by letter or as aforesaid.


                                       31
<PAGE>   36
            SECTION 7.05. Depositary's Agents. The Depositary may from time to
time appoint Depositary's Agents to act in any respect for the Depositary for
the purposes of this Deposit Agreement and may at any time appoint additional
Depositary's Agents and vary or terminate the appointment of such Depositary's
Agent. The Depositary will notify the Company of any such action.

            SECTION 7.06. Holders of Receipts Are Parties. The holders of
Receipts from time to time shall be parties to this Deposit Agreement and shall
be bound by all of the terms and conditions hereof and of the Receipts by
acceptance of delivery thereof.

            SECTION 7.07. Governing Law. This Deposit Agreement and the Receipts
and all rights hereunder and thereunder and provisions hereof and thereof shall
be governed by, and construed in accordance with, the laws of the State of New
York.

            SECTION 7.08. Inspection of Deposit Agreement. Copies of this
Deposit Agreement shall be filed with the Depositary and the Depositary's Agents
and shall be open to inspection during business hours at the Depositary's Office
and the respective offices of the Depositary's Agents, if any, by any holder of
a Receipt.

            SECTION 7.09. Headings. The headings of articles and sections in
this Deposit Agreement and in the form of the Receipt set forth in Exhibit A
hereto have been inserted for convenience only and are not to be regarded as a
part of this Deposit Agreement or the Receipts or to have any


                                       32
<PAGE>   37
bearing upon the meaning or interpretation of any provision contained herein or
in the Receipts.


            IN WITNESS WHEREOF, the Company and the Depositary have duly
executed this Agreement as of the day and year first above set forth, and all
holders of Receipts shall become parties hereto by and upon acceptance by them
of delivery of Receipts issued in accordance with the terms hereof.


                                     NETWORK PLUS CORP.,

                                     by

                                     /s/ Joanne Callahan
                                     -------------------



                                     AMERICAN STOCK TRANSFER &
                                     TRUST COMPANY

                                     by

                                     /s/[signature illegible]
                                     ------------------------


                                       33
<PAGE>   38
                                    Exhibit A
                            [FORM OF FACE OF RECEIPT]


TEMPORARY RECEIPT - Exchangeable for Definitive Engraved Receipt When Ready for
Delivery

          NUMBER ____________________________________ DEPOSITARY SHARES


            CERTIFICATE FOR TWO MILLION FIVE HUNDRED THOUSAND DEPOSITARY SHARES

TDR


   DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, REPRESENTING 1/10 OF A SHARE OF
              7 1/2 Series A Cumulative Convertible Preferred Stock
               ($500 LIQUIDATION PREFERENCE) OF NETWORK PLUS CORP.

                                                                 CUSIP 64122D605

            INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE  SEE REVERSE
FOR
CERTAIN DEFINITIONS

AMERICAN STOCK TRANSFER & TRUST COMPANY, as Depositary (the "Depositary"),
hereby certifies that is the registered owner of

                                                               DEPOSITARY SHARES

("Depositary Shares"), each Depositary Share representing 1/10 of one share of
7 1/2% Series A Cumulative Convertible Preferred Stock ($500 Liquidation
Preference) (the "Convertible Preferred Stock"), of Network Plus Corp., a
Delaware corporation (the "Corporation"), on deposit with the Depositary,
subject to the terms and entitled to the benefits of the Deposit Agreement dated
as of April 6, 2000 (the "Deposit Agreement"), among the Corporation, the
Depositary and the


                                       A-1
<PAGE>   39
holders from time to time of the depositary receipts described therein. By
accepting this Depositary Receipt the holder hereof becomes a party to and
agrees to be bound by all the terms and conditions of the Deposit Agreement.
This Depositary Receipt shall not be valid or obligatory for any purpose or
entitled to any benefits under the Deposit Agreement unless it shall have been
executed by the Depositary by the manual signature of a duly authorized officer
or, if executed in facsimile by the Depositary, countersigned by a Registrar in
respect of the Depositary Receipts by the manual signature of a duly authorized
officer thereof.

Dated:                                    Countersigned:

[             ]               [               ]            [               ]
Depositary                    Registrar                     Transfer Agent


By
Authorized officer            By Authorized Officer        By Authorized officer


                                       A-2
<PAGE>   40
                          [FORM OF REVERSE OF RECEIPT]

                               NETWORK PLUS CORP.

NETWORK PLUS CORP. WILL FURNISH WITHOUT CHARGE TO EACH RECEIPT HOLDER WHO SO
REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE CORPORATION IS
AUTHORIZED TO ISSUE AND -OF THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF
SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE
TRANSFER AGENT NAMED ON THE FACE OF THIS RECEIPT.

The following abbreviations when used in the inscription on the face of this
receipt shall be construed as though they were written out in full according to
applicable laws or regulations.

TEN COM - as tenants in common       UNIF GIFT MIN ACT -
_________
Custodian  _______                          (Cust)

(Minor)

      TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act

      JT TEN - as joint tenants with right of survivorship and not as tenants
in common

____________                         ______________________
                                     (State)


      Additional abbreviations may also be used though not in the above list

      For value received, ______________________ hereby sells, assigns and
transfers unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
OTHER IDENTIFYING NUMBER OF ASSIGNEE


_______________________________________________________________________________

_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
<PAGE>   41
_______________________________________________________________________________
_______________________________________________________________________________
Depositary Shares represented by the within Receipt, and do
hereby irrevocably constitute and appoint


_______________________________________________________________________________
Attorney to transfer the said Depositary Shares on the books of the within-named
Depositary with full power of substitution in the premises

Dated________________


_________________________
Name:
Title:

NOTICE The signature to the assignment must correspond with the name as written
upon the face of this Receipt in every particular, without alteration or
enlargement or any change whatsoever.


                                        2
<PAGE>   42
                                    EXHIBIT B
                                  [RESOLUTIONS]


                                       B-1