<PAGE>
                                                                     EXHIBIT 4.2

                              AMENDED AND RESTATED
                    ORIUS JUNIOR SUBORDINATED PROMISSORY NOTE

         The Security represented by this Certificate and any securities that
         may be issued in exchange for such Security have not been registered or
         qualified under the Securities Act of 1933, as amended, or under any
         state securities laws. Neither this Security nor any portion hereof or
         interest herein may be sold, assigned, transferred, pledged or
         otherwise disposed of unless the same is registered under said Act and
         applicable state securities laws or unless an exemption from such
         registration is available and the issuer hereof (the "Company") will
         have received evidence of such exemption reasonably satisfactory to the
         Company and to the Company's Chief Financial Officer.

         The Security represented by this Certificate is subject to certain
         transfer restrictions pursuant to an Investor Rights Agreement, dated
         as of November 8, 1999, among the Company and certain of the Company's
         Stockholders and Noteholders, as amended. A copy of such Investor
         Rights Agreement will be furnished without charge by the Company to the
         holder hereof upon written request.

         The payment of principal and interest on this Note is subject to
         certain subordination provisions set forth in Section 4 hereof.

                              AMENDED AND RESTATED
                                 PROMISSORY NOTE

Original Issue Date:
Amended and Restated: July 27, 2001
Note Number: N-

                  Orius Corp., a Florida corporation (the "Company"), hereby
promises to pay to the order of in the principal amount of (), together with
interest thereon calculated from the Original Issue Date in accordance with the
provisions of this Note.

                  The Company originally issued an "Orius Junior Note" in a
principal amount equal to the principal amount of this Note (the "Original
Note") pursuant to the Note Exchange Agreement dated as of December 15, 1999
(the "Note Exchange Agreement") by and among the Company, LISN Holdings, Inc.,
an Ohio corporation ("LISN"), the initial holder hereof and the other former
shareholders of LISN named therein, or pursuant to the Agreement and Plan of
Reorganization, dated as of November 8, 1999 (the "Reorganization Agreement") by
and among the Company, LISN, Orius Merger Sub., Inc. and (by joinder) the other
shareholders of the Company. The Original Note, each of the other Orius Junior
Notes which were originally issued pursuant to the Note Exchange Agreement or
the Reorganization Agreement, and each of the other Orius Junior Notes which
were issued by the Company in connection with the Company's acquisition of
businesses were amended


<PAGE>

and restated effective as of July 27, 2001 pursuant to the Consent to Amendment
dated as of such date, among the Company, Willis Stein & Partners II, L.P. and
Willis Stein & Partners Dutch, L.P. (the "Amendment Consent"). The Company
issued this Note in exchange for the Original Note to evidence the amendment and
restatement of the Original Note. The term "Notes" as used herein shall refer to
this Note and all of the "Orius Junior Notes" which were originally issued
pursuant to the Note Exchange Agreement or the Reorganization Agreement or in
connection with the Company's acquisition of businesses and which were amended
and restated pursuant to the Amendment Consent. Unless otherwise defined herein,
each capitalized term used herein has the meaning given such term in Section 9
below.

         1.       Payment of Interest.

                  a.       Generally. Interest shall accrue at the rate of
                           twelve percent (12%) per annum (computed on the basis
                           of a 360-day year and the actual number of days
                           elapsed in any year) on the unpaid principal amount
                           of this Note outstanding from time to time, or (if
                           less) at the highest rate then permitted under
                           applicable law. Interest shall compound quarterly on
                           the last day of each calendar quarter but shall not
                           be paid in cash. Interest shall accrue on any
                           principal payment due under this Note and, to the
                           extent permitted by applicable law, on any interest
                           which has accrued on the last day of any calendar
                           quarter and has not been paid as of the 10th business
                           day thereafter, until such time as payment therefor
                           has been made. Such interest shall accrue at the same
                           rate at which interest is then accruing on the
                           principal amount of this Note. Any accrued interest
                           which has not theretofore been paid shall be paid in
                           full on the date on which the final principal payment
                           on this Note is made.

                  b.       Catch-Up Payment. Notwithstanding the foregoing,
                           subject to Section 4(d) below, if at the end of any
                           accrual period (as defined in Internal Revenue Code
                           ss.1272(a)(5)) ending after the fifth (5th)
                           anniversary of the Effective Time (the "Catch-Up
                           Date") the amount of accrued but unpaid original
                           issue discount exceeds the product of (x) the issue
                           price (as defined in Internal Revenue Code
                           ss.ss.1273(b) and 1274(a)) and (y) the yield to
                           maturity (as defined in Treasury Regulation
                           ss.1.1272-1(b)(1)(i)) (the "Maximum Amount"), then
                           interest shall not be deferred and all accrued but
                           unpaid interest (and any interest on such interest)
                           as of the end of such accrual period shall be paid
                           except to the extent that such payment would reduce
                           the accrued but unpaid original issue discount at the
                           end of such period to an amount less than the Maximum
                           Amount.

         2.       Payment of Principle on Note.

                  a.       Scheduled Payments. The Company shall pay the entire
                           outstanding principal amount of this Note to the
                           holder of this Note on the later to occur of (1) the
                           eleventh anniversary of the Effective Time (as
                           defined in the Reorganization Agreement) and (2) the
                           first anniversary of the date on which debt issued
                           under a high yield offering (if any) is repaid (the
                           "Maturity Date") (unless previously paid pursuant to
                           the occurrence of a Mandatory Prepayment Event or
                           other prepayment), together with all accrued and
                           unpaid interest on the principal amount of this Note.


                                       2
<PAGE>

                  b.       Prepayments.

                           i.       Mandatory Prepayments. Upon a Change of
                                    Control (a "Mandatory Prepayment Event"),
                                    the Company shall prepay all of the
                                    outstanding principal amount of the Notes
                                    held by each holder plus all accrued and
                                    unpaid interest thereon; provided that all
                                    outstanding Senior Debt has been paid in
                                    full (whether in cash or such other form of
                                    consideration acceptable to the holders of
                                    Senior Debt in their sole discretion) prior
                                    to any payment being made pursuant to this
                                    clause (i); and provided further that the
                                    foregoing shall not limit the obligations of
                                    the holder of this Note to deliver this Note
                                    as required pursuant to the Investor Rights
                                    Agreement in connection with any Sale of the
                                    Company.

                           ii.      Optional Prepayments. The Company may, at
                                    any time and from time to time (including in
                                    connection with an initial Public Offering)
                                    without premium or penalty, prepay all or
                                    any portion of the outstanding principal
                                    amount of the Notes; provided that (A) such
                                    prepayment is not prohibited by the
                                    provisions of Section 4 hereof and (B) the
                                    Company has paid all accrued but unpaid
                                    interest on the Notes accrued through the
                                    date of prepayment.

         3.       Pro Rata Payment. All payments to the holders of the Notes
                  (whether for principal, interest or otherwise, whether
                  scheduled payments, prepayments or upon acceleration after an
                  Event of Default) shall be made pro rata among such holders
                  based upon the aggregate unpaid principal amount of the Notes
                  held by each such holder. If any holder of a Note obtains any
                  payment (whether voluntary, involuntary, by application of
                  offset or otherwise) of principal, interest or other amount
                  with respect to any Note in excess of such holder's pro rata
                  share of such payments obtained by all holders of the Notes
                  (other than as expressly provided herein), by acceptance of a
                  Note each such holder agrees to return such payment to the
                  Company, and as soon as practicable upon receipt of such
                  returned payment, the Company shall distribute such amount
                  ratably among the holders of the Note as provided in this
                  Section 3.

         4.       Subordination; Restrictions on Payment.

                  a.       Anything in this Note to the contrary
                           notwithstanding, the obligations of the Company on or
                           in respect of this Note (including, without
                           limitation, the principal, interest, fees and charges
                           on this Note) shall be subordinate and junior in
                           right of payment, to the extent and in the manner
                           hereinafter set forth, to all Senior Debt.

                  b.       In the event that the Company makes a general
                           assignment for the benefit of creditors; or an order,
                           judgment or decree is entered adjudicating the
                           Company bankrupt or insolvent; or any order for
                           relief with respect to the Company is entered under
                           the Bankruptcy Code of 1978, as Amended (the
                           "Bankruptcy Code"); or the Company petitions or
                           applies to any tribunal for the appointment of a
                           custodian,


                                       3
<PAGE>

                           trustee, receiver or liquidator of the Company or of
                           any substantial part of the assets of the Company, or
                           commences any proceeding relating to the Company
                           under any bankruptcy, reorganization, arrangement,
                           insolvency, readjustment of debt, dissolution or
                           liquidation law of any jurisdiction; or any such
                           petition or application is filed, or any such
                           proceeding is commenced, against the Company
                           (collectively referred to as an "Insolvency Event"),
                           or upon any acceleration of Senior Debt, then:

                           i.       the holders of Senior Debt shall be entitled
                                    to receive payment in full in cash of all
                                    Senior Debt (including interest, fees and
                                    charges accruing thereon after the
                                    commencement of any such proceedings
                                    (irrespective of whether such interest, fees
                                    and charges are allowed as a claim in such
                                    proceedings)) before the holder of this Note
                                    is entitled to receive any payment on
                                    account of principal, interest or other
                                    amounts due (or past due) upon or in respect
                                    of this Note, and the holders of Senior Debt
                                    shall be entitled to receive for application
                                    in payment thereof any payment or
                                    distribution of any kind or character,
                                    whether in cash, property or securities or
                                    by set-off or otherwise, which may be
                                    payable or deliverable in any such
                                    proceedings in respect of this Note; and

                           ii.      any payment or distribution of assets of the
                                    Company, of any kind or character, whether
                                    in cash, property or securities, to which
                                    the holder of this Note would be entitled
                                    except for the provisions of this Section
                                    4(b) shall be paid or delivered by the
                                    Company directly to holders of all Senior
                                    Debt or their duly appointed agents in the
                                    manner provided in Section 4(g) below, for
                                    application in payment thereof until all
                                    Senior Debt (including interest, fees and
                                    charges accrued thereon after the date of
                                    commencement of such proceedings
                                    (irrespective of whether such interest, fees
                                    and charges are allowed as a claim in such
                                    proceedings)) shall have been paid in full
                                    (whether in cash or such other form of
                                    consideration acceptable to the holders of
                                    Senior Debt in their sole discretion).

                  c.       In any proceedings with respect to any Insolvency
                           Event, the holders of Senior Debt are authorized:

                           i.       to submit and enforce any claims on the
                                    Notes either in the name of the holders of
                                    Senior Debt or in the name of the holders of
                                    the Notes as the attorney-in-fact of the
                                    holders of the Notes in the event such
                                    claims have not been submitted by the
                                    holders of the Notes before 10 days prior to
                                    the date when submission of such claims is
                                    due;

                           ii.      to accept and execute receipts for any
                                    payment or distribution made with respect to
                                    the Notes and to apply such payment or
                                    distribution to the payment of the Senior
                                    Debt; and


                                       4
<PAGE>

                           iii.     to take any action and to execute any
                                    instruments necessary to effectuate the
                                    foregoing, either in the name of the holders
                                    of Senior Debt or in the name of the holders
                                    of the Notes as the attorney-in-fact of the
                                    holders of the Notes.

                  d.       Until all Senior Debt (other than contingent and
                           indemnification obligations which are not then due
                           and payable) shall have been paid in full (whether in
                           cash or such other form of consideration acceptable
                           to the holders of Senior Debt in their sole
                           discretion), the Company shall not, directly or
                           indirectly, make any payment of any amount payable
                           with respect to this Note, except for payments of
                           principal and interest when due at maturity;
                           provided, that no payments shall be made if there
                           shall have occurred and be continuing or there would
                           exist as a result of such a payment or distribution
                           any default or event of default under any of the
                           terms of any agreement relating to, or instrument
                           evidencing, any Senior Debt, which (whether with or
                           without notice, lapse of time or both) would permit
                           any holder or holders (or their duly appointed agent)
                           of such Senior Debt to accelerate all or any portion
                           of such Senior Debt (collectively, the "Blockage
                           Events"). The Company shall use reasonable efforts to
                           notify the holder of this Note in writing of the
                           occurrence of a Blockage Event; provided, that,
                           notwithstanding anything to the contrary in this
                           Note, the failure of the Company to so notify the
                           holder of this Note of the occurrence of a Blockage
                           Event shall have no effect on the obligations of the
                           Company or the holder of this Note during the
                           continuance of such Blockage Event as set forth
                           herein. Upon termination of a Blockage Event (so long
                           as no other Blockage Event has occurred and is
                           continuing), the Company shall be permitted to make
                           any permitted payments required pursuant to the terms
                           and conditions of this Note, including any payments
                           which were not made because of such Blockage Event.

                  e.       Any amendment or modification of the terms of Section
                           4 of this Note shall not be effective against any
                           Person who was a holder of Senior Debt at the time of
                           such amendment or modification unless such holder of
                           Senior Debt so consents.

                  f.       The holders of Senior Debt may, at any time, in their
                           discretion, renew, amend, extend or otherwise modify
                           the terms and provisions of Senior Debt so held or
                           exercise any of their rights under the Senior Debt
                           including, without limitation, the waiver of defaults
                           thereunder and the amendment of any of the terms or
                           provisions thereof (or any notice evidencing or
                           creating the same), all without notice to or assent
                           from the holder of this Note. No compromise,
                           alteration, amendment, renewal or other change of, or
                           waiver, consent or other action in respect of any
                           liability or obligation under or in respect of, any
                           terms, covenants or conditions of the Senior Debt (or
                           any instrument evidencing or creating the same),
                           whether or not such compromise, alteration,
                           amendment, renewal, change, waiver, consent or other
                           action is in accordance with the provisions of the
                           Senior Debt (or any instrument evidencing or creating
                           the same), shall in any way alter or affect any of
                           the subordination provisions of this Note.


                                       5
<PAGE>

                  g.       If, notwithstanding the provisions of Section 4 of
                           this Note, any payment or distribution of any
                           character (whether in cash, securities or other
                           property) or any security shall be received by the
                           holder of this Note in contravention of this Section
                           4 and before all the Senior Debt shall have been paid
                           in full in cash, such payment, distribution or
                           security shall be held in trust for the benefit of,
                           and shall be immediately paid over or delivered or
                           transferred to, the holders of Senior Debt or their
                           duly appointed agents for application of payment
                           according to the priorities of such Senior Debt and
                           ratably among the holders of any class of Senior
                           Debt. Such payments received by the holder of this
                           Note and delivered to the holders of the Senior Debt
                           shall be deemed not to be a payment on this Note for
                           any reason whatsoever and the indebtedness under this
                           Note shall remain as if such erroneous payment had
                           never been paid by the Company or received by the
                           holder of this Note. In the event of the failure of
                           any holder of this Note to endorse or assign any such
                           payment, distribution or security, each holder of any
                           Senior Debt is hereby irrevocably authorized to
                           endorse or assign the same.

                  h.       No present or future holder of Senior Debt shall be
                           prejudiced in its right to enforce the provisions of
                           Section 4 of this Note by any act or failure to act
                           on the part of the Company.

                  i.       If there shall exist (i) any Blockage Event, or (ii)
                           any Event of Default under this Note, the holder of
                           this Note shall not take or continue any action, or
                           exercise or continue to exercise any rights, remedies
                           or powers under the terms of this Note, or exercise
                           or continue to exercise any other right or remedy at
                           law or equity that such holder might otherwise
                           possess, to collect any amount due and payable in
                           respect of this Note, including, without limitation,
                           the acceleration of this Note (and if this Note has
                           already been accelerated, the holder will,
                           immediately upon becoming aware of the occurrence of
                           such Blockage Event or Event of Default, reverse such
                           acceleration), the commencement of any foreclosure on
                           any lien or security interest, the filing of any
                           petition in bankruptcy or the taking advantage of any
                           other insolvency law of any jurisdiction, unless and
                           until (1) the Senior Debt (other than contingent and
                           indemnification obligations which are not then due
                           and payable) shall have been fully and finally paid
                           (whether in cash or such other form of consideration
                           acceptable to the holders of Senior Debt in their
                           sole discretion) and satisfied, or (2) one or more of
                           the holders of the Senior Debt shall have accelerated
                           the maturity of Senior Debt, in which case the holder
                           of this Note shall be entitled to accelerate the
                           maturity hereof but shall not be entitled to take any
                           other action or exercise any other right, remedy or
                           power described above and, provided further, that the
                           holder of this Note acknowledges and agrees that the
                           acceleration of this Note shall immediately be
                           reversed if and when (A) one or more holders of
                           Senior Debt take similar action which results in the
                           Senior Debt to no longer be accelerated and due or
                           (B) such Senior Debt (other than contingent and
                           indemnification obligations which are not then due
                           and payable) is fully and finally paid (whether in
                           cash or such other form of consideration acceptable
                           to the holders of Senior Debt in their sole
                           discretion). Notwithstanding the foregoing or any
                           permissible action taken by the holder of this


                                       6
<PAGE>

                           Note, the holder of this Note shall not be entitled
                           to receive any payment in contravention of the other
                           provisions of this Section 4, including without
                           limitation Sections 4(b), 4(d) and 4(g).

                  j.       If any payment or distribution to which any holder of
                           this Note would otherwise have been entitled but for
                           the provisions of this Section 4 shall have been
                           applied, pursuant to the provisions of this Section
                           4, to the payment of Senior Debt, then and in such
                           case and to such extent, the holder of this Note, (A)
                           following payment in full of the Senior Debt (whether
                           in cash or such other form of consideration
                           acceptable to the holders of Senior Debt in their
                           sole discretion), shall be entitled to receive any
                           and all further payments or distributions applicable
                           to Senior Debt and (B) following payment in full of
                           the Senior Debt (whether in cash or such other form
                           of consideration acceptable to the holders of Senior
                           Debt in their sole discretion), shall be subrogated
                           to the rights of the holders of the Senior Debt to
                           receive distributions applicable to the Senior Debt,
                           in each case until this Note shall have been paid in
                           full in cash or such other consideration acceptable
                           to the holder of this Note in its sole discretion. If
                           any holder of this Note has been subrogated to the
                           rights of the holders of Senior Debt due to the
                           operation of this Section 4(j), the Company agrees to
                           take all such reasonable actions as are
                           requested by such holder of this Note in order to
                           cause such holder to be able to obtain payments from
                           the Company with respect to such subrogation rights
                           as soon as possible.

                  k.       The provisions of this Section 4 are solely for the
                           purpose of defining the relative rights of the
                           holders of Senior Debt, on the one hand, and the
                           holder of this Note or the Notes on the other,
                           against the Company and its assets, and nothing
                           herein is intended to or shall impair, as between the
                           Company and the holder of this Note, the obligations
                           of this Company which are absolute and unconditional,
                           to pay to the holder the principal and interest on
                           this Note as and when they become due and payable in
                           accordance with its terms, or is intended to or will
                           affect the relative rights of the holder of this Note
                           and creditors of the Company other than the holders
                           of the Senior Debt, nor, except as provided in this
                           Section 4, will anything herein or therein prevent
                           the holder of this Note from exercising all remedies
                           otherwise permitted by applicable law upon default
                           under this Note subject to the rights, if any, under
                           this Section 4 of the holders of Senior Debt in
                           respect of cash, property or securities of the
                           Company received upon the exercise of any such remedy
                           and subject to this Section 4.

                  l.       The holder of this Note covenants and agrees that it
                           will not, and will not encourage any other Person to,
                           any time, contest the validity, perfection, priority
                           or enforceability of the provisions of this Note
                           (including this Section 4 and Section 16), the Senior
                           Debt, the agreements evidencing the Senior Debt or
                           the Security interests or liens granted to secure all
                           or any portion of the Senior Debt.

5.       Transfer of Note. The right to receive payments of principal and
         interest pursuant to this Note may be transferred to a new holder only
         by surrendering this Note to the Company and


                                       7
<PAGE>

         directing the Company to reissue this Note, in identical form hereto,
         (or issue a new note) to such new holder. This note is subject to
         further restrictions on transfer set forth in the Investor Rights
         Agreement.

6.       Events of Default.

         a.       Definition. For purposes of this Note, an Event of Default
                  shall be deemed to have occurred if:

                  i.       the Company fails to pay when due and payable
                           (whether at maturity or otherwise, except where
                           payment is not permitted under Section 4) the full
                           amount of interest then payable in accordance with
                           Section 1(a) or 1(b) hereof on any Note or the full
                           amount of any principal payment on any Note, and such
                           failure to pay is not cured within five (5) business
                           days after the occurrence thereof; or

                  ii.      the Company or any Subsidiary makes an assignment for
                           the benefit of creditors or admits in writing its
                           inability to pay its debts generally as they become
                           due; or an order, judgment or decree is entered
                           adjudicating the Company or any Subsidiary bankrupt
                           or insolvent; or any order for relief with respect to
                           the Company or any Subsidiary is entered under the
                           Bankruptcy Code; or the Company or any Subsidiary
                           petitions or applies to any tribunal for the
                           appointment of a custodian, trustee, receiver or
                           liquidator of the Company or any Subsidiary, or of
                           any substantial part of the assets of the Company or
                           any Subsidiary, or commences any proceeding (other
                           than a proceeding for the voluntary liquidation and
                           dissolution of any Subsidiary) relating to the
                           Company or any Subsidiary under any bankruptcy
                           reorganization, arrangement, insolvency, readjustment
                           of debt, dissolution or liquidation law of any
                           jurisdiction; or any such petition or application is
                           filed, or any such proceeding is commenced, against
                           the Company or any Subsidiary and either (A) the
                           Company or any such Subsidiary by any act indicates
                           its approval thereof, consent thereto or acquiescence
                           therein or (B) such petition, application or
                           proceeding is not dismissed within 60 days.

                  The foregoing shall constitute Events of Default whatever the
reason or cause for any such Event of Default and whether it is voluntary or
involuntary or is effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body.

         b.       Consequences of Events of Default.

                  i.       If an Event of Default of the type described in
                           subsection 6(a)(ii) has occurred with respect to the
                           Company, the aggregate principal amount of the Notes
                           (together with all accrued interest thereon and all
                           other amounts due and payable with respect thereto)
                           shall become immediately due and payable


                                       8
<PAGE>

                           without any action on the part of the holders of the
                           Notes, and the Company shall, subject to Section 4,
                           immediately pay to the holders of the Notes all
                           amounts due and payable with respect to the Notes.

                  ii.      If any Event of Default of the type described in
                           subsection 6(a)(i) or (ii) (other than as described
                           in subsection 6(b)(i)) has occurred and is
                           continuing, the holder or holders of Notes
                           representing a majority of the aggregate principal
                           amount of Notes then outstanding may, subject to
                           Section 4, declare all or any portion of the
                           outstanding principal amount of all of the Notes
                           (together with all accrued interest thereon and all
                           other amounts due and payable with respect thereto)
                           to be immediately due and payable and may subject to
                           Section 4 demand immediate payment of all or any
                           portion of the outstanding principal amount of all of
                           the Notes (together with accrued interest thereon and
                           all such other amounts then due and payable) owned by
                           such holder or holders.

                  iii.     Each holder of the Notes shall, subject to Section 4,
                           also have any other rights which such holder may have
                           been afforded under any contract or agreement at any
                           time and any other rights which such holder may have
                           pursuant to applicable law.

                  iv.      The Company hereby waives diligence, presentment,
                           protest and demand and notice of protest and demand,
                           dishonor and nonpayment of this Note, and expressly
                           agrees that this Note, or any payment hereunder, may
                           be extended from time to time and that the holder
                           hereof may accept security for this Note or release
                           security for this Note, all without in any way
                           affecting the liability of the Company hereunder.

7.       Conversion.

         a.       At the Holder's Option. The holder of this Note may elect to
                  convert all or any portion of its rights under this Note into
                  shares of Series E Preferred by delivering this Note and a
                  Conversion Agreement (in the form of Exhibit I attached
                  hereto), completed and executed by such holder, to the Company
                  at any time, at the following address: Orius Corp., 1401 Forum
                  Way, Suite 400, West Palm Beach, Florida 33401, Attn: General
                  Counsel, or at such other address for the principal office of
                  the Company as the Company may designate by written notice to
                  the holder hereof in accordance with Section 12 below. This
                  Note shall be deemed to have been converted effective as of
                  the close of business on the date on which this Note has been
                  surrendered for conversion, along with such Conversion
                  Agreement, to the Company in accordance with the foregoing;
                  provided that if it is so surrendered for conversion after the
                  close of business at any time after 90 days from date of
                  amendment, then it shall be deemed to have been converted on
                  the Dividend Reference Date for the Series E Preferred next
                  following the date as of which it has been so surrendered to
                  the Company. Upon any such conversion, this Note shall


                                       9
<PAGE>

                  convert into the number of shares of Series E Preferred with
                  Series E Liquidation Value equal to the sum of the unpaid
                  principal amount of, plus the aggregate accrued but unpaid
                  interest on, this Note as of the date of such conversion.

         b.       Termination of Note on Conversion. At such time as any
                  conversion of this Note pursuant to this Section 7 has been
                  effected, the rights of the holder of this Note as such holder
                  shall cease, and the Person or Persons in whose name or names
                  any certificate or certificates for shares of Series E
                  Preferred are to be issued upon such conversion shall be
                  deemed to have become the holder or holders of record of the
                  shares of Series E Preferred represented thereby.

8.       Amendment and Waiver. Except as otherwise expressly provided herein,
         the provisions of the Notes (other than this Section 8) may be amended
         and the Company may take any action herein prohibited, or omit to
         perform any act herein required to be performed by it, if the Company
         has obtained the written consent of (a) the holders of a majority of
         the outstanding principal amount of the Notes, and (b) the holders of a
         majority of the then outstanding shares of Series E Preferred; provided
         that no such action shall change (i) the rate at which or the manner in
         which interest accrues on the Notes or the times at which such interest
         becomes payable or (ii) without the prior written consent of the
         holders of at least sixty percent (60%) of the outstanding principal
         amount of the Notes, any provision relating to the scheduled payments
         or prepayments of principal on the Notes; provided that,
         notwithstanding the foregoing, any provision of the Notes may be
         amended or waived at any time with the prior written consent of the
         Company and the holders of a majority in interest of the Notes then
         outstanding which were originally issued as of December 15, 1999 to,
         collectively, Willis Stein & Partners II, L.P. and Willis Stein &
         Partners Dutch, L.P., so long as such amendment or waiver is effective
         with respect to all outstanding Notes.

9.       Definitions. For purposes of the Notes, the following capitalized terms
         have the following meanings:

                  "Change of Control" means a Sale of the Company after which a
person or group of related Persons, other than any holder of Stockholder Shares
(as defined in the Investor Rights Agreement) immediately prior to the
consummation of such Sale of the Company (and other than any of such holder's
Affiliates), owns directly or indirectly capital stock of the Company possessing
the voting power to elect a majority of the Company's board of directors.

                  "Credit Agreement" means (a) the Credit Agreement, dated as of
December 15, 1999, made by and among NATG Holdings, LLC, a Delaware limited
liability company, LISN, LLC, a limited liability company, Orius Corp., a
Florida corporation, the financial institutions parties thereto and Bankers
Trust Company as a lender and as administrative agent, (b) the Senior
Subordinated Loan Agreement, dated as of December 15, 1999, (the "Senior
Subordinated Loan Agreement") among Orius Corp., NATG Holdings LLC, LISN, LLC,
the lenders from time to time party thereto, NationsBridge, LLC, as syndication
agent and Bankers Trust Company, as administrative agent, (c) the Take-Out
Securities, as such term is defined in the Senior Subordinated Loan Agreement,
(d) the Senior Subordinated Indenture, as such term is defined in the Senior
Subordinated Loan


                                       10



<PAGE>

Agreement, and (e) each of the agreements cited in items (a) through (d) of this
definition, as any such agreement may be amended (including any amendment and
restatement thereof), supplemented, replaced, refinanced or otherwise modified
from time to time.

                  "Dividend Reference Date" has the meaning given such term in
the Company's articles of incorporation as then in effect.

                  "Effective Time" has the meaning given such term in the
Reorganization Agreement.

                  "Independent Third Party" means any Person who, immediately
prior to the contemplated transaction, does not own in excess of 5% of the
Company's common stock on a fully diluted basis (a "5% Owner"), who is not
controlling, controlled by or under common control with any such 5% Owner and
who is not the spouse or descendent (by birth or adoption) of any such 5% Owner
or a trust for the benefit of such 5% Owner and/or such other Persons.

                  "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

                  "Public Offering" means the sale in an underwritten public
offering registered under the Securities Act of shares of the Company's equity
securities.

                  "Sale of the Company" means the sale of the Company to an
Independent Third Party or group of Independent Third Parties pursuant to which
such party or parties acquire (i) capital stock of the Company possessing the
voting power to elect a majority of the Company's board of directors (whether by
merger, consolidation or sale or transfer of the Company's capital stock) or
(ii) all or substantially all of the assets of the Company and its Subsidiaries
determined on a consolidated basis.

                  "Senior Debt" means (i) indebtedness and all other obligations
of any type under each Credit Agreement and any other credit agreement between
the Company and any lender, including, without limitation, principal,
reimbursement obligations under letters of credit, bankers acceptances, interest
rate protection agreements, and similar obligations, interest accruing before
and after any Insolvency Event (irrespective of whether such interest is allowed
as a claim), premiums, penalties, fees or expenses, (ii) obligations arising
under guarantees executed by the Company or any of its Subsidiaries of items
described in (i) above, and (iii) renewals, extensions, refundings,
refinancings, deferrals, restructurings, amendments and modifications of the
items described in (i) and/or (ii) above.

                  "Series E Liquidation Value" has the meaning given such term
in the Company's articles of incorporation as then in effect.

                  "Series E Preferred" means the Company's Series E Preferred
Stock, par value $.01 per share, as amended.


                                       11
<PAGE>


                  "Subsidiary" means, with respect to any Person, any
corporation, limited liability company, partnership, association or other
business entity of which (i) if a corporation, a majority of the total voting
power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person or a combination thereof,
or (ii) if a limited liability company, partnership, association or other
business entity, a majority of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination thereof.
For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a limited liability company, partnership, association or
other business entity if such Person or Persons shall be allocated a majority of
limited liability company, partnership, association or other business entity
gains or losses or shall be or control any managing director or general partner
of such limited liability company, partnership, association or other business
entity.

                  If not otherwise defined above or elsewhere herein, any
capitalized term used shall have the meaning given such term in the
Reorganization Agreement.

10.      Cancellation. After all principal and accrued interest at any time owed
         on this Note has been paid in full, this Note shall be surrendered to
         the Company for cancellation and shall not be reissued.

11.      Payments. All payments to be made to the holders of the Notes shall be
         made in the lawful money of the United States of America in immediately
         available funds.

12.      Place of Payment; Notices. Payments of principal and interest and
         notices shall be delivered to the holder of this Note at the following
         address:





or to such other address or to the attention of such other person as specified
by the holder by prior written notice to the Company.

13.      Business Days. If any payment is due, or any time period for giving
         notice or taking action expires, on a day which is a Saturday, Sunday
         or legal holiday in the State of Florida (or such other State in which
         the principal executive office of the Company is located), the payment
         shall be due and payable on, and the time period shall automatically be
         extended to, the next business day immediately following such Saturday,
         Sunday or legal holiday, and interest shall continue to accrue at the
         required rate hereunder until any such payment is made.

14.      Usury Laws. It is the intention of the Company and the holder of this
         Note to conform strictly to all applicable usury laws now or hereafter
         in force, and any interest payable under this Note shall be subject to
         reduction to the amount not in excess of the maximum legal


                                       12
<PAGE>

         amount allowed under the applicable usury laws as now or hereafter
         construed by the courts having jurisdiction over such matters. If the
         maturity of this Note is accelerated by reason of an election by the
         holders hereof resulting from an Event of Default, voluntary prepayment
         by the Company or otherwise, then earned interest may never include
         more than the maximum amount permitted by law, computed from the date
         hereof until payment, and any interest in excess of the maximum amount
         permitted by law shall be canceled automatically and, if theretofore
         paid, shall at the option of the holder hereof either be rebated to the
         Company or credited on the principal amount of this Note, or if this
         Note has been paid, then the excess shall be rebated to the Company.
         The aggregate of all interest (whether designated as interest, service
         charges, points or otherwise) contracted for, chargeable, or receivable
         under this Note shall under no circumstances exceed the maximum legal
         rate upon the unpaid principal balance of this Note remaining unpaid
         from time to time. If such interest does exceed the maximum legal rate,
         it shall be deemed a mistake and such excess shall be canceled
         automatically and, if theretofore paid, rebated to the Company or
         credited on the principal amount of this Note, or if this Note has been
         repaid, then such excess shall be rebated to the Company.

15.      Governing Law. All issues and questions concerning the construction,
         validity, enforcement and interpretation of this Note shall be governed
         by, and construed in accordance with, the laws of the State of Florida,
         without giving effect to any choice of law or conflict of law rules or
         provisions (whether of the State of Florida or any other jurisdiction)
         that would cause the application of the laws of any jurisdiction other
         than the State of Florida. In furtherance of the foregoing, the
         internal law of the State of Florida shall control the interpretation
         and construction of this Note, even though under that jurisdiction's
         choice of law or conflict of law analysis, the substantive law of some
         other jurisdiction would ordinarily apply.

16.      Limited Claim. The holder of this Note has no claim against any Person
         that is a shareholder, Subsidiary or affiliate of the Company, in
         respect of any amounts owing under or in respect of this Note, and no
         Person that is a shareholder, Subsidiary or affiliate of the Company,
         shall have any liability for any amounts owing under this Note.


                                       13
<PAGE>



                  IN WITNESS WHEREOF, the Company has executed and delivered
this Amended and Restated Note on the date first appearing above.




                                        ORIUS CORP.


                                        By: /s/ Thomas W. Hartmann
                                           -------------------------------------
                                        Name:    Thomas W. Hartmann
                                        Its:     Secretary




<PAGE>



                                                                       EXHIBIT I


                                                CONVERSION AGREEMENT


To: Orius Corp.                            Date:
                                                 -----------------------

                  The undersigned, pursuant to the provisions set forth in the
attached Amended and Restated Promissory Note (Note No. N-), hereby irrevocably
elects, pursuant to and on the terms set forth in Section 7 of such Note, to
convert such Note (or a portion of such Note if such portion is stated in a
dollar amount and indicated in the space provided below) into shares of the
Company's Series E Preferred Stock, par value $.01 per share, and surrenders
such Note (or a portion of such Note) to the Company for cancellation in
exchange for certificates representing the shares of Series E Preferred Stock
issuable upon such conversion.

                              If the undersigned is an individual:

                              Signature
                                       -----------------------------------------

                              If the undersigned is an entity:

                              By:
                                  ----------------------------------------------
                              Its:
                                  ----------------------------------------------

                              By:
                                  ----------------------------------------------

                              Its:
                                  ----------------------------------------------

                      Name and Address:


                      Portion (i.e., if converting              $
                      less than full amount of Note):            ------------