REGISTRATION RIGHTS AGREEMENT

     REGISTRATION  RIGHTS  AGREEMENT dated as of March 6, 2000 among The Network
Connection,  Inc., a Georgia corporation (referred to as "Company"),  and Robert
Pringle,  Jay Rosan and Richard Genzer (each referred to as a "Shareholder," and
collectively, as "Shareholders").

                                   BACKGROUND

     Shareholders  have purchased shares of Company's  Common Stock,  $0.001 par
value per share ("Shares"),  pursuant to exercise of options granted pursuant to
Employment  Agreements with each of the  Shareholders  dated as of March 6, 2000
and Stock Option Grant  Agreements  with each of the  Shareholders  of even date
with the Employment Agreements,  and Company's obligations in this Agreement are
a part of the consideration to Shareholders under the Employment Agreements.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  intending to be
legally bound, the parties hereto agree as follows:

     Section 1. Definitions.

     The following terms shall have the following meanings:

     "ACT"  means the  Securities  Act of 1933,  as amended,  and any  successor
statute, and the rules and regulations promulgated thereunder.

     "BUSINESS DAY" means a day on which the New York Stock Exchange is open for
business.

     "INDEMNIFIED PERSONS" shall have the meaning given in Section 8 hereof.

     "MAXIMUM AMOUNT" shall have the meaning given in Section 5 hereof.

     "MINIMUM AMOUNT" means at least 375,000 Registerable Shares, such number to
be equitably adjusted in the event of a stock split, stock dividend, combination
or reclassification of Shares.

     "NASDAQ" means the Nasdaq SmallCap Market of The Nasdaq Stock Market, Inc.

     "PIGGYBACK  REGISTRATION" shall mean registration under the Act pursuant to
Section 2 hereof.

     "PIGGYBACK  REQUEST" means a written request to Company pursuant to Section
2 hereof for the registration of Registerable Shares pursuant to the Act.

     "PRIORITY" shall have the meaning given in Section 5 hereof.

     "REGISTRATION EXPENSES" shall have the meaning given in Section 4 hereof.

     "REGISTERABLE  SHARES"  means  the  1,850,000  Shares  of the  Shareholders
covered by this Agreement,  such number to be equitably adjusted in the event of
a stock split, stock dividend, combination or reclassification of Shares.

     "SELLING EXPENSES" shall have the meaning given in Section 4 hereof.

     "SHAREHOLDER"  and  "SHAREHOLDERS"  shall  have  the  meaning  given in the
heading of this Agreement.

     "SHARES" means Common Stock, $0.001 par value, of Company.

     "SEC" means the Securities and Exchange Commission.

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     Section 2.  Piggyback  Registration.  If at any time after the date hereof,
Company  proposes  to  register  Shares  under the Act for sale to the public by
Company or any other  person  (except as provided in Section 6 hereof),  Company
shall,  not less than twenty (20) days prior to the proposed date of filing of a
registration statement under the Act, give written notice to Shareholders of its
intention  to do so. A Piggyback  Request from any  Shareholder  shall state the
number  of  Registerable  Shares  to be  registered  and  the  intended  plan of
distribution  thereof.  If the  Company  receives  a  Piggyback  Request  from a
Shareholder within ten (10) days after Company's notice under this Subsection 2,
Company, subject to the conditions and limitations of Section 3 hereof, will use
commercially  reasonable efforts to cause the Registerable Shares covered by the
Piggyback Request to be so registered under the Act in the proposed registration
statement if the proposed registration statement becomes effective,  but Company
shall  have no  obligation  to cause,  or use any  efforts  to  cause,  any such
registration  statement to become  effective.  Registerable  Shares covered by a
Piggyback  Request shall be sold pursuant to the same plan of distribution  that
applies  to the  majority  of the  other  Shares  covered  by such  registration
statement,  except to the extent that Company  otherwise agrees in writing.  The
rights to Piggyback  Registration  granted by this Section 2 may be exercised on
no more than three occasions.

     Section 3. Registration Procedures.

          (a)  If  Company  is  effecting   piggyback   registration  under  the
provisions of Section 2 of any Registerable Shares,  Company will as promptly as
practicable:

               (i)  Comply  with Rule 424 under  the Act  relating  to filing of
prospectuses  and furnish to each seller and to each  underwriter such number of
conformed  copies of the  registration  statement  and the  prospectus  included
therein  (including each preliminary  prospectus) as such persons reasonably may
request  in order to  facilitate  the  public  sale of the  Registerable  Shares
covered by such registration statement.

               (ii) If the  offering  is to be  underwritten,  Company  and each
seller of  Registerable  Shares  shall enter into a written  agreement  with any
managing  underwriter  selected in the manner  herein  provided in such form and
containing  such  provisions as are  satisfactory  to Company and such seller of
Registerable Shares (such satisfaction not to be withheld unreasonably),  and as
are customary in the securities  business for such an  arrangement  between such
underwriter,  such seller and  corporations  of  Company's  size and  investment
stature.

               (iii)  Give   Shareholders   two  days'  advance  notice  of  its
anticipated filing date of the registration statement and amendments thereto.

          (b)  Notwithstanding  the  foregoing,   Company  may  delay  filing  a
registration   statement  otherwise  required  to  be  filed  pursuant  to  this
Agreement,  and may withhold efforts to cause a registration  statement covering
Registerable  Shares to become effective for a period of up to ninety (90) days,
if Company  determines in good faith that such registration  statement might (1)
interfere with or affect the negotiation or completion of any  transaction  that
is being  contemplated by Company (whether or not a final decision has been made
to undertake such  transaction) at the time the right to delay is exercised,  or
(2) involve initial or continuing  disclosure  obligations  that might not be in
the best interest of Company's shareholders.  If, after a registration statement
becomes  effective,  Company  notifies  Shareholders  that Company  considers it
appropriate  for the  registration  statement  to be  amended  or  supplemented,
Shareholders  shall  suspend  any further  sales of  Registerable  Shares  until
Company  advises  them  that the  registration  statement  has been  amended  or
supplemented.  Company may give such advice if there exists at any time material
non-public  information  relating to Company that, in the reasonable  opinion of
Company's   Board  of  Directors,   would  be  prejudicial  to  Company  or  its
shareholders if disclosed at that time. Company agrees with Shareholders that it
will use commercially reasonable efforts to amend or supplement the registration
statement,  as  required  to permit  sales of the  Registerable  Shares  covered
thereby to resume within ninety (90) days after it has given the notice referred
to in the preceding sentence.

          (c) In connection with each registration  hereunder,  each Shareholder
will (i) furnish promptly to Company in writing such information with respect to
himself and the proposed distribution by him as reasonably shall be requested by
Company  in order  to  assure  compliance  with  federal  and  applicable  state
securities  laws, and (ii) comply with all applicable  rules  promulgated by the
SEC or any securities exchange (including the Nasdaq SmallCap Market).

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     Section 4.  Expenses.  All expenses  incurred by Company in complying  with
Sections 2 hereof,  including  without  limitation all  registration  and filing
fees, printing expense, fees and disbursements of counsel and independent public
accountants for Company,  fees and expenses (including counsel fees) incurred in
connection  with complying with state  securities or "blue sky" laws (other than
those  which  by law  must be paid by the  selling  security  holders),  fees of
securities  exchanges or the National  Association of Securities Dealers,  Inc.,
fees of transfer agents and registrars,  but excluding any Selling Expenses, are
called "Registration Expenses." All underwriting discounts,  selling commissions
and transfer taxes  applicable to the sale of  outstanding  shares and any legal
fees and  expenses of counsel or other  advisers and agents of  Shareholder  are
called  "Selling  Expenses."  Company will pay all  Registration  Expenses.  All
Selling Expenses shall be borne by Shareholder.

     Section 5. Marketing Arrangements

          (a) If (i) a Shareholder requests registration of Registerable Shares,
(ii) the offering proposed to be made is to be an underwritten  public offering,
and (iii) the managing  underwriter of such public offering  furnishes a written
opinion  that the total  amount of  securities  to be included in such  offering
would  exceed the  maximum  amount of  securities  (the  "Maximum  Amount")  (as
specified in such opinion) which can be marketed at a price  reasonably  related
to the then current market value of such securities (or the  anticipated  market
price,  if no trading  market then exists) and without  materially and adversely
affecting  such  offering  or the  trading  market  for  Shares,  then  Company,
Shareholders  and other holders of Shares  desiring to register  their Shares by
such  registration  shall have a right to  participate  in such  offering in the
following  order of priority (a "Priority")  until the number of Shares included
in the offering  reaches the Maximum  Amount,  and no additional  Shares will be
included in the registration statement.

          First  Priority  shall be to  Company  for  Shares  to be sold for the
account of Company.

          Second  Priority shall be to holders of Company  securities who have a
contractual  right  granted  to such  holders  prior to the date  hereof to have
Shares  registered  pursuant  to a  registration  statement  initiated  on their
request or demand  (regardless  of whether  or not such  holder or holders  have
initiated the registration  statement with respect to which Shareholders seek to
exercise their piggyback rights hereunder).

          Third  Priority  shall be to holders of Shares who have a  contractual
right  granted  to such  holders  on or prior to the date  hereof to have  their
Shares registered pursuant to piggyback or incidental rights on terms comparable
to Section 2 hereof (in a registration statement that such holders do not have a
right to initiate),  including Shareholders who have Piggyback Rights under this
Agreement.

          Fourth  Priority  shall  be to all  other  holders  of  Shares  in any
sequence  that may be  agreed  upon  among the  holders  of such  Shares  and/or
Company.

          To the  extent  that some but not all of the  Shares  owned by persons
within any of the  Priorities  listed above are not included  within the Maximum
Amount,  the  Shares  to be  included  in the  registration  statement  shall be
allocated pro rata to holders in such  Priority in proportion to the  respective
numbers of Shares  each such  person in such  Priority  wishes to include in the
registration statement.

          (b)  Company  represents  and  warrants  that it has not  granted  any
registration rights or entered into any agreements obligating it to register any
of its  securities  under  the Act that  are  inconsistent  with  the  foregoing
priorities.

          (c) In connection with any  underwritten  public offering of Company's
equity  securities,  Shareholders  agree  that they will agree in writing to any
restrictions on the sale of Registerable Shares owned by them that are requested
by the managing  underwriter,  for a period not to exceed one hundred and thirty
(130) days commencing ten (10) days prior to the anticipated  commencing date of
the underwritten  public offering;  provided,  however,  that such  restrictions
shall  not  relate to  Registerable  Shares  being  registered,  nor shall  such
restrictions  be imposed unless  restrictions at least as burdensome are imposed
on each executive officer (as defined under the Securities Exchange Act of 1934)
or director of Company.

     Section 6.  Exceptions  to  Company's  Obligations.  The right to Piggyback
Registration shall not apply, unless Company otherwise agrees in writing, to any
registration statement:

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          (a) To be filed on a registration  form which is  unavailable  for the
registration of Registerable Shares;

          (b)  Relating  primarily  to Shares to be offered  pursuant  to (i) an
employee  benefit  plan,  or  (ii) a  dividend  or  interest  reinvestment  plan
(including such a plan that has an open enrollment or cash investment feature);

          (c)  Relating  to Shares to be issued in the  acquisition  of  another
business, through a merger, consolidation, exchange of securities or otherwise;

          (d) Relating to Company  securities  to be issued for a  consideration
other than solely cash;

          (e) Relating to Company securities to be offered primarily to existing
security holders of Company, through a "rights offering" or otherwise;

          (f)  Relating  primarily  to  Company  securities  to be issued on the
exercise of  options,  warrants  and similar  rights,  or on the  conversion  or
exchange  of other  securities,  issued  by the  Company  or any  other  person;
provided,  however that this exception to a Shareholder's Piggyback Registration
rights will apply only in the case of a third-party  financing  transaction  and
then only to the extent  that the  exception  or  restriction  is imposed by the
third-party;

          (g) Relating  primarily to debt securities of Company,  including debt
securities  that are  convertible  or  exchangeable  for  equity  securities  of
Company; or

          (h) That may become effective  automatically  upon filing with the SEC
pursuant to Rule 462 under the Act or otherwise.

     Section  7.  Termination  of  Registration   Rights.   Notwithstanding  the
foregoing provisions, Company's obligation to register Registerable Shares under
this Agreement shall terminate as to any particular  Registerable  Shares (a) on
March 6, 2005, (b) when such  Registerable  Shares have been sold in an offering
registered  under the Act or in a sale exempt from  registration  under the Act,
(c) when such Registerable  Shares shall have been effectively  registered under
the Act for a period  of at  least  ninety  (90)  days,  or (d)  when a  written
opinion,  to the  effect  that  such  Registerable  Shares  may be sold  without
registration under the Act and without restriction as to the quantity and manner
of such sales,  shall have been  received from counsel for Company which counsel
is  reasonably  acceptable  to the  owner  of such  Registerable  Shares  (which
satisfaction shall not be withheld unreasonably).

     Section 8. Indemnification.

          (a) In the event of any registration of Registerable  Shares under the
Act pursuant to this  Agreement,  Company will,  and hereby does,  indemnify and
hold harmless, to the fullest extent permitted by law, Shareholders, each person
or  entity  that  participates  as  an  underwriter  or  qualified   independent
underwriter/pricer  ("independent underwriter"), if any, in the offering or sale
of such  securities,  each officer,  director or partner of such  underwriter or
independent  underwriter,  and each  other  person,  if any,  who  controls  any
Shareholder or any such underwriter within the meaning of the Act (collectively,
the  "Indemnified  Persons"),  against  any and all losses,  claims,  damages or
liabilities,  joint or  several,  and  expenses  (including  reasonable  fees of
counsel and any amounts paid in any settlement  effected with Company's consent,
which  consent  shall not be  unreasonably  withheld) to which such  Indemnified
Persons may become  subject under the Act,  common law or otherwise,  insofar as
such losses, claims, damages or liabilities (or actions or proceedings,  whether
commenced or threatened,  in respect  thereof),  or expenses arise out of or are
based upon (i) any untrue  statement or alleged  untrue  statement of a material
fact contained in any  registration  statement under which  Registerable  Shares
were  registered  under the Act or the  omission  or alleged  omission  to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading, (ii) any untrue statement or alleged untrue statement of a
material  fact  contained  in any  preliminary,  final  or  summary  prospectus,
together with the  documents  incorporated  by reference  therein (as amended or
supplemented  if Company shall have filed with the SEC any amendment  thereof or
supplement  thereto),  or the  omission or alleged  omission to state  therein a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading,  or (iii) any violation by Company of any federal or state

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rule or regulation  applicable to Company and relating to action  required of or
inaction  by Company in  connection  with any such  registration.  Company  will
reimburse  Indemnified  Persons for any  reasonable  legal or any other expenses
reasonably incurred by any of them in connection with investigating or defending
any such loss, claim, damage, liability,  action or proceeding.  Notwithstanding
the  foregoing,  Company  shall not be liable to any  Indemnified  Person to the
extent that any such loss,  claim,  damage,  liability (or action or proceeding,
whether commenced or threatened, in respect thereof) or expense arises out of or
is based upon (i) any untrue  statement or alleged untrue  statement or omission
or  alleged  omission  made in  reliance  upon and in  conformity  with  written
information furnished to Company by or on behalf of any such Indemnified Person,
for use in the preparation of the registration  statement or (ii) the failure of
any such Indemnified  Person to comply with any legal requirement  applicable to
any such Indemnified Person to deliver a copy of a prospectus or any supplements
or amendments  thereto after Company has made such  documents  available to such
persons,  and it is established that delivery of such prospectus,  supplement or
amendment would have cured the defect giving rise to such loss,  claim,  damage,
liability or expense.  Such indemnity and reimbursement of expenses shall remain
in full force and effect  following the transfer of  Registerable  Shares by any
Shareholder.

          (b) Company,  as a condition to including any  Registerable  Shares in
any registration  statement filed in accordance with this Agreement,  shall have
received  an  undertaking  reasonably  satisfactory  to it from the  prospective
seller  of  such   Registerable   Shares  and  any  underwriter  or  independent
underwriter,  to indemnify and hold harmless (in the same manner and to the same
extent as set forth in  Subsection  8(a)) Company and its directors and officers
and each person controlling  Company within the meaning of the Act and all other
prospective  sellers  and their  respective  directors,  officers,  general  and
limited  partners  and  controlling  persons  with  respect to any  statement or
alleged  statement  in  or  omission  from  such  registration  statement,   any
preliminary,  final or summary prospectus contained therein, or any amendment or
supplement  thereto,  if such  statement  or alleged  statement  or  omission or
alleged  omission  was made in  reliance  upon and in  conformity  with  written
information  furnished to Company or its representatives by or on behalf of such
seller or underwriter for use in the preparation of such registration statement;
provided,  however,  that the aggregate  amount which any  Shareholder  shall be
required to pay pursuant to such  undertaking  shall be limited to the amount of
the net  proceeds  received  by such  person  upon the sale of the  Registerable
Shares pursuant to the registration statement giving rise to such claim.

          (c)  Promptly  after  receipt by an  indemnified  party  hereunder  of
written notice of the  commencement  of any action or proceeding with respect to
which a claim for  indemnification  may be made pursuant to this Section 8, such
indemnified  party will, if a claim in respect  thereof is to be made against an
indemnifying  party,  give written notice to the latter of the  commencement  of
such action;  provided,  however,  that the failure of any indemnified  party to
give notice as provided herein shall not relieve the  indemnifying  party of its
obligations  under this  Section 8, except to the extent  that the  indemnifying
party is actually  prejudiced by such failure to give notice.  If any such claim
or action shall be brought against an indemnified party, and it shall notify the
indemnifying  party  thereof,  the  indemnifying  party  shall  be  entitled  to
participate therein,  and, to the extent that it wishes,  jointly with any other
similarly  notified  indemnifying  party,  to assume the  defense  thereof  with
counsel  reasonably  satisfactory to the indemnified party; and provided further
that the indemnifying party shall not be entitled to so participate or so assume
the defense if, in the indemnified  party's reasonable  judgment,  a conflict of
interest  between the  indemnified  party and the  indemnifying  party exists in
respect  of such  claim.  After  notice  from  the  indemnifying  party  to such
indemnified party of its election to assume the defense of such claim or action,
the indemnifying  party shall not be liable to the indemnified  party under this
Section  8 for  any  legal  or  other  expenses  subsequently  incurred  by  the
indemnified party in connection with the defense thereof unless the indemnifying
party has  failed to  assume  the  defense  of such  claim or to employ  counsel
reasonably  satisfactory to such indemnified  party; and provided further,  that
the  indemnified  party shall have the right to employ counsel to represent such
indemnified  party  if,  in such  indemnified  party's  reasonable  judgment,  a
conflict of interest between the indemnified  party and the  indemnifying  party
exists in respect of such claim, and in that event the fees and expenses of such
separate counsel shall be paid by the indemnifying  party; and provided further,
that if, in the  reasonable  judgment of the  indemnified  party,  a conflict of
interest between such indemnified  party and any other  indemnified party exists
in respect  of such  claims,  such  indemnified  parties  shall be  entitled  to
additional  counsel or counsels and the indemnifying party shall be obligated to
pay the fees and expenses of such additional counsel or counsels. No indemnified
party will consent to entry of any judgment or enter into any  settlement  which
does not include as an unconditional term thereof the giving by the claimants or
plaintiffs to such indemnified  party of a release from all liability in respect
to such  claim or  litigation.  No  indemnifying  party  will be liable  for any
settlement effected without its prior written consent.

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          (d)  If  the  indemnification  provided  for  in  this  Section  8  is
unavailable  or  insufficient  to  hold  harmless  an  indemnified  party  under
Subsections 8(a) and (b), then each  indemnifying  party shall contribute to the
amount  paid or payable  by such  indemnified  party as a result of the  losses,
claims,  damages or liabilities  referred to in Subsections 8(a) and (b) in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party on the one hand and the indemnified  party on the other hand in connection
with statements or omissions which resulted in such losses,  claims,  damages or
liabilities,  as  well  as any  other  relevant  equitable  considerations.  The
relative fault shall be determined by reference to, among other things,  whether
the untrue or alleged  untrue  statement  of a material  fact or the omission or
alleged omission to state a material fact relates to information supplied by the
indemnifying  party or the indemnified  party and the parties'  relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
untrue statement or omission. The parties hereto agree that it would not be just
and equitable if contributions  pursuant to this Section 8 were to be determined
by pro rata allocation or by any other method of allocation  which does not take
account of the  equitable  considerations  referred to in the first  sentence of
this  Section  8. The  amount  paid by an  indemnified  party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of this
Section 8 shall be  deemed to  include  any legal or other  expenses  reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim  (which shall be limited as provided in  Subsection  8(c) if
the indemnifying  party has assumed the defense of any such action in accordance
with the  provisions  thereof which is the subject of this Section 8). No person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. Notwithstanding anything in this Section 8 to
the  contrary,  no  indemnifying  party (other than  Company)  shall be required
pursuant to this  Section 8 to  contribute  any amount in excess of the proceeds
received by such indemnifying party from the sale of Registerable  Shares in the
offering to which the losses,  claims, damages or liabilities of the indemnified
parties relate.

          (e) The provisions of this Section 8 shall be in addition to any other
rights to  indemnification  or contribution which any indemnified party may have
pursuant to law or contract and shall remain in full force and effect  following
the transfer of the Registerable Shares by any such party.

          (f)  Indemnification  similar  to  that  specified  in  the  preceding
provisions of this Section 8 (with appropriate  modifications) shall be given by
Company and  Shareholders  with  respect to any required  registration  or other
qualification of securities under any state securities and blue sky laws.

     Section 9. Compliance with Rule 144. At the request of any Shareholder,  if
he proposes to sell  Registerable  Shares in compliance  with Rule 144 under the
Act, or any similar Rule,  Company shall (a) forthwith  furnish to such holder a
written  statement as to its compliance with the filing  requirements of the SEC
as set forth in such Rule and (b) make such  additional  filings with the SEC as
will enable  Shareholder to make sales of  Registerable  Shares pursuant to such
Rule.

     Section 10. Miscellaneous.

          (a) Binding and  Benefit.  This  Agreement  shall be binding  upon and
inure to the benefit of the parties hereto and their respective heirs,  personal
representatives,  successors  and  assigns,  except  that no party may assign or
transfer  its rights or  obligations  under  this  Agreement  without  the prior
written  consent  of the  other  parties  hereto;  provided,  however,  that the
obligation to register  Registerable  Shares shall be  enforceable  by direct or
remote transferees of Registerable Shares now owned by a Shareholder only if the
transfer results from the death of any person, a gift made without consideration
or the  transfer  of all or  substantially  all of the assets of an  entity,  by
merger, consolidation, asset sale or otherwise.

          (b) Communications  from  Shareholders.  If Shares are owned of record
jointly by two or more persons,  Company may rely on any communication signed by
one such person.  Company may ignore communications given by persons who purport
to own Registerable Shares beneficially unless such communications are confirmed
by a record owner, and it may ignore any communications from a record owner that
conflict with previously  received  communications from another person who is at
the relevant time also a record owner of the same Registerable Shares.

          (c) Indulgences, Etc. Neither the failure nor any delay on the part of
either  party to  exercise  any right,  remedy,  power or  privilege  under this
Agreement  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any right,  remedy, power or privilege preclude any other or further
exercise of the same or of any other  right,  remedy,  power or  privilege,  nor
shall any waiver of any right,  remedy,  power or privilege  with respect to any

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occurrence  be construed as a waiver of such right,  remedy,  power or privilege
with respect to any other occurrence.  No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.

          (d) Controlling Law. This Agreement and all questions  relating to its
validity,  interpretation,   performance  and  enforcement  (including,  without
limitation,  provisions concerning limitations of actions), shall be governed by
and  construed  in   accordance   with  the  laws  of  the  State  of  Delaware,
notwithstanding  any  conflict-of-laws  doctrines  of  any  jurisdiction  to the
contrary,  and  without  the aid of any canon,  custom or rule of law  requiring
construction against the draftsman.

          (e) Notices. All notices,  requests,  demands and other communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed  to  have  been  duly  given,  made  and  received  only  when  delivered
(personally,  by courier  service such as FedEx or by other  messenger)  against
receipt or upon actual receipt of registered or certified mail, postage prepaid,
return receipt requested, addressed as set forth below:

               (i)  If to Company:

                    The Network Connection, Inc.
                    1811 Chestnut Street
                    Suite 120
                    Philadelphia, PA  19103
                    Attention:  Chairman and Chief Executive Officer

               (ii) If to any Shareholder:

               To the address of such  Shareholder  contained  in the records of
the Company.

In  addition,  notice  by mail  shall be by air mail if  posted  outside  of the
continental  United  States.  Either  party  may  alter  the  address  to  which
communications  or  copies  are to be sent by giving  notice  of such  change of
address in conformity with the provisions of this subparagraph for the giving of
notice.

          (f) Execution in  Counterparts  This  Agreement may be executed in any
number of  counterparts,  each of which  shall be deemed  to be an  original  as
against  any party  whose  signature  appears  thereon,  and all of which  shall
together  constitute one and the same  instrument.  This Agreement  shall become
binding when one or more  counterparts  hereof,  individually or taken together,
shall  bear  the  signatures  of all  of the  parties  reflected  hereon  as the
signatories.

          (g)  Provisions  Separable.  The  provisions  of  this  Agreement  are
independent of and separable from each other, and no provision shall be affected
or rendered  invalid or  unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

          (h) Entire Agreement. This Agreement contains the entire understanding
between  the parties  hereto with  respect to the  subject  matter  hereof,  and
supersedes  all  prior  and   contemporaneous   agreements  and  understandings,
inducements or conditions, express or implied, oral or written, except as herein
contained.  The  express  terms  hereof  control  and  supersede  any  course of
performance and/or usage of the trade inconsistent with any of the terms hereof.
This  Agreement  may not be modified or amended  other than by an  agreement  in
writing.

          (i) Paragraph  Headings.  The Paragraph and  subparagraph  headings in
this Agreement have been inserted for  convenience of reference  only; they form
no part of this Agreement and shall not affect its interpretation.

          (j)  Gender,  Etc.  Words used  herein,  regardless  of the number and
gender  specifically  used,  shall be deemed and  construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context indicates is appropriate.

          (k) Number of Days.  In  computing  the number of days for purposes of
this  Agreement,  all days shall be counted,  including  Saturdays,  Sundays and
Holidays; provided, however, that if the final day of any time period falls on a
Saturday,  Sunday or Holiday,  then the final day shall be deemed to be the next
day which is not a Saturday,  Sunday or Holiday. For purposes of this Agreement,
the term "Holiday"  shall mean a day, other than a Saturday or Sunday,  on which
national  banks with branches in the  Commonwealth  of  Pennsylvania  are or may
elect to be closed.  "Business  Days" shall be all days that are not  Saturdays,
Sundays or Holidays.

                                       7
<PAGE>
     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
first above written.


                                       THE NETWORK CONNECTION, INC.


                                       By: /s/ Irwin L. Gross
                                           -------------------------------------
                                           Irwin L. Gross
                                           Chairman and Chief Executive Officer


                                           /s/ Robert Pringle
                                           -------------------------------------
                                           Robert Pringle


                                           /s/ Jay Rosan
                                           -------------------------------------
                                           Jay Rosan


                                           /s/ Richard Genzer
                                           -------------------------------------
                                           Richard Genzer

                                       8