<PAGE>   1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 1999

                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                               NETWORK PLUS CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                <C>                                <C>
             DELAWARE                             4813                            04-3430576
 (STATE OR OTHER JURISDICTION OF      (PRIMARY STANDARD INDUSTRIAL             (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)      CLASSIFICATION CODE NUMBER)            IDENTIFICATION NO.)
</TABLE>

                              234 COPELAND STREET
                          QUINCY, MASSACHUSETTS 02169
                                 (617) 786-4000
         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
                             JAMES J. CROWLEY, ESQ.
                          EXECUTIVE VICE PRESIDENT AND
                            CHIEF OPERATING OFFICER
                              234 COPELAND STREET,
                          QUINCY, MASSACHUSETTS 02169
                                 (617) 786-4000
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                WITH COPIES TO:

<TABLE>
<S>                                    <C>
        JEFFREY N. CARP, ESQ.                  JOHN T. GAFFNEY, ESQ.
       WILLIAM S. GEHRKE, ESQ.                CRAVATH, SWAINE & MOORE
          HALE AND DORR LLP                      825 EIGHTH AVENUE
           60 STATE STREET                   NEW YORK, NEW YORK 10019
     BOSTON, MASSACHUSETTS 02109                  (212) 474-1000
           (617) 526-6000
</TABLE>

                            ------------------------
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date hereof.

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
                            ------------------------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
                                                                      PROPOSED
                   TITLE OF EACH CLASS OF                        MAXIMUM AGGREGATE             AMOUNT OF
                SECURITIES TO BE REGISTERED                      OFFERING PRICE(1)          REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                       <C>
Common Stock, $.01 par value per share......................        $143,750,000                $39,963
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(o) under the Securities Act of 1933,
    as amended.
                            ------------------------
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

                   SUBJECT TO COMPLETION. DATED MAY 27, 1999.

                                            Shares

[NETWORK PLUS LOGO]
                               NETWORK PLUS CORP.
                                  Common Stock

                            ------------------------

     This is the initial public offering of shares of common stock of Network
Plus Corp. Network Plus is offering all of the shares in this offering. At the
request of Network Plus, the underwriters have reserved up to           shares
of common stock to be sold at the initial public offering price to employees and
selected customers, suppliers and others having a relationship with Network
Plus.

     Before this offering, there has been no public market for the common stock.
Network Plus currently anticipates that the initial public offering price will
be between $          and $          per share. Network Plus has applied for
quotation of the common stock on the Nasdaq National Market under the symbol
"NPLS".

     Please see "Risk Factors" beginning on page 9 to read about factors you
should consider before buying shares of the common stock.

                            ------------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                            ------------------------

<TABLE>
<CAPTION>
                                                              Per Share     Total
                                                              ---------     -----
<S>                                                           <C>          <C>
Initial public offering price...............................
Underwriting discount.......................................
Proceeds, before expenses, to Network Plus..................
</TABLE>

     The underwriters may, under certain circumstances, purchase up to an
additional           shares from Network Plus at the initial public offering
price, less the underwriting discount.

                            ------------------------

     The underwriters expect to deliver the shares against payment in New York,
New York on             , 1999.

GOLDMAN, SACHS & CO.
             BEAR, STEARNS & CO. INC.
                          DONALDSON, LUFKIN & JENRETTE
                                       MERRILL LYNCH & CO.
                                                WIT CAPITAL CORPORATION

                            ------------------------

                    Prospectus dated                , 1999.
<PAGE>   3

                [Maps showing Network Plus' network appear here]

                                        2
<PAGE>   4

                               PROSPECTUS SUMMARY

     You should read the following summary together with the more detailed
information and our consolidated financial statements and related notes
appearing elsewhere in this prospectus.

                                  NETWORK PLUS

OVERVIEW

     Network Plus is a network-based communications provider offering broadband
data and telecommunications services. Our bundled product offerings include
local and long distance services, as well as enhanced, high-speed data and
Internet services, primarily utilizing digital subscriber line, or DSL,
technology. Since 1990, we have targeted small and medium-sized business
customers located in major markets in the northeastern and southeastern regions
of the United States. As of May 15, 1999, we served approximately 40,000
customers representing in excess of 200,000 access lines. We had total revenue
of $105.5 million in 1998 and $33.6 million in the first quarter of 1999,
substantially all of which was attributable to the sale of long distance
services. We commenced offering local services in September 1998 and DSL
services in May 1999.

     We believe that our recent introduction of local and DSL services and the
continuing expansion of our network enable us to cross-sell services to our
existing customer base, acquire new customers and improve overall margins. We
currently:

     - Provide local exchange and DSL services directly to our customers by
       co-locating our network equipment in telephone company central offices.
       We expect to have 20 co-locations operational in central offices in New
       England during August 1999. We intend to expand to approximately 100
       co-locations in the northeastern and southeastern regions of the United
       States by year-end 1999 and to approximately 220 co-locations by year-end
       2000.

     - Operate Lucent 5ESS local exchange switches in Cambridge, Massachusetts
       and New York City, Nortel international and interexchange switches in Los
       Angeles and Quincy, Massachusetts and Nortel interexchange switches in
       Orlando and Chicago. We intend to deploy additional local exchange
       switches in Georgia and Florida by year-end 1999.

     - Own 625 route miles of dark fiber optic cable, consisting of 1,830
       digital fiber miles. When fully deployed and activated, this cable will
       form a redundant SONET ring, linking us with major markets throughout New
       England and the New York metropolitan area and providing us with
       significant transmission capacity.

     - Sell our services through a 185-person sales force located in 11 sales
       offices throughout the northeastern and southeastern regions of the
       United States. To support our anticipated growth, we intend to expand our
       sales force to approximately 250 members by year-end 1999.

OUR MARKET OPPORTUNITY AND THE IMPORTANCE OF DSL

     The rapid growth of the Internet, expansion of electronic commerce and
introduction of new business applications have fueled increasing demand from
small and medium-sized businesses for access to enhanced voice and high-speed
data services. To meet this growing demand, we plan to offer a full range of
bundled voice and high-speed data services over our network infrastructure. We
believe that our new DSL services will enable us to offer a range of high-speed
data options with price and performance characteristics that are more attractive
than traditional alternatives. Our DSL services provide an "always on"
high-speed local connection to

                                        3
<PAGE>   5

the Internet and to private and local area networks at speeds up to 25 times
faster than are available over traditional phone lines.

BUSINESS STRATEGY

     The key elements of our business strategy are discussed in detail under
"Business -- Business Strategy", which we urge you to read. The following is a
summary of our business strategy.

     - BE A ONE-STOP COMMUNICATIONS PROVIDER.  We offer a complete suite of
       broadband data and telecommunications services on a bundled and
       individual basis for which we provide a single bill. We believe that
       providing one-stop communications services, including long distance and
       local services as well as data and Internet services, will enable us to
       better meet the needs of our customers, rapidly penetrate our targeted
       markets, capture a larger portion of our customers' communications
       expenditures and increase customer retention.

     - TARGET UNDERSERVED MARKETS WITH A SUPER-REGIONAL FOCUS.  We intend to
       continue targeting small and medium-sized businesses in the northeastern
       and southeastern regions of the United States, our primary service areas.
       We seek to be among the first to market integrated communications
       services in many of our markets, including small and medium-sized
       communities in which there is relatively little competition to the
       incumbent local exchange carriers.

     - CROSS-SELL LOCAL AND DATA SERVICES TO OUR EXISTING CUSTOMERS.  We have
       ongoing relationships with approximately 40,000 existing customers, and
       during 1998 substantially all of our revenue was generated from our
       customers' long distance traffic. We believe that our ongoing customer
       relationships, focus on customer care and competitive prices for our
       bundled services will provide us with a significant opportunity to
       cross-sell local, DSL and other data services to our existing customers.

     - BUILD A CAPITAL EFFICIENT NETWORK INFRASTRUCTURE.  Our strategy is to
       expand our network where economically justifiable, better match our
       capital commitment to the onset of revenue-generating activities and
       generate cash flow quickly. We believe that this strategy will result in
       higher long-term operating margins, greater control of our network and
       enhanced service quality. An important element of our local and DSL
       network strategy is to build our network to take advantage of our
       customer base and sales office coverage in the northeastern and
       southeastern regions of the United States. All of the approximately 220
       co-locations that we expect to have operational by the end of 2000 will
       be within the service areas of our existing or planned sales offices.

     - ACQUIRE AND RETAIN MARKET SHARE THROUGH OUR SALES FORCE AND CUSTOMER
       SERVICE.  We intend to expand our sales force to approximately 250
       members by year-end 1999 to acquire and support a growing customer base.
       Once we obtain a customer, we focus on providing superior customer
       service. We provide incentives to our sales and customer support
       personnel through a compensation structure that is designed to promote a
       high level of ongoing customer care and retention. We also provide our
       customers with personalized service through a single point of contact to
       increase customer satisfaction.

                                        4
<PAGE>   6

     - LEVERAGE OUR CUSTOM-DESIGNED BACK OFFICE SYSTEMS.  We are currently in
       the final stages of developing and testing a custom-designed operational
       support system, which we refer to as LOGOS. We designed LOGOS to shorten
       the time between a customer order and service installation, reduce
       overhead costs and enable us to provide superior customer service. We
       believe that when fully deployed LOGOS will enhance our productivity and
       service quality and provide us with a significant competitive advantage
       through:

            - automating most of the processes involved in moving a customer
              onto our network

            - enabling single-call resolution of most customer inquiries

            - providing each of our departments with a universal view of all
              provisioning, billing, customer service, trouble ticket and
              collections activities for each customer

            - enabling customized service offerings, pricing and invoice
              formatting for our customers.

     - EXPAND THROUGH STRATEGIC ACQUISITIONS AND ALLIANCES.  We plan to consider
       strategic acquisitions of and alliances with related or complementary
       businesses. Strategic acquisitions and alliances may enable us to expand
       more rapidly by adding new customers and services as well as acquiring
       additional experienced employees.

     - LEVERAGE THE EXPERIENCE OF OUR MANAGEMENT TEAM.  Our management team has
       extensive experience in the communications industry. We believe the
       quality, experience and teamwork of our management team will be critical
       factors in the implementation of our growth strategy.

                                        5
<PAGE>   7

                         RECENT FINANCING TRANSACTIONS

     In September 1998, we issued in a private placement 40,000 units,
consisting of 40,000 shares of 13.5% Series A Cumulative Preferred Stock due
2009, 310,000 warrants to purchase 310,000 shares of common stock and 600,000
contingent warrants to purchase 600,000 shares of common stock. The unit
investors were various mutual funds managed by Putnam Investment Management,
Inc. and an affiliate of Goldman, Sachs & Co.

                                  THE OFFERING

Shares of common stock
offered.......................

Shares of common stock to be
  outstanding after this
  offering....................

Proposed Nasdaq National
Market symbol.................   NPLS

Use of proceeds...............   - Approximately $46 million to redeem our 13.5%
                                   Series A Cumulative Preferred Stock due 2009

                                 - Development and expansion of our network,
                                   operational infrastructure and salesforce

                                 - Working capital and general corporate
                                   purposes, including possible acquisitions.
                                   See "Use of Proceeds".

     The calculation of the number of shares to be outstanding after this
offering is based on the number of shares outstanding on             , 1999 and
does not reflect shares that may be issued upon the exercise of options or
warrants.

                                        6
<PAGE>   8

                      SUMMARY CONSOLIDATED FINANCIAL DATA

     The following tables present summary consolidated financial data of Network
Plus which should be read together with Network Plus' consolidated financial
statements and related notes and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" presented elsewhere in this
prospectus.

     EBITDA consists of net income (loss) before interest, income taxes,
depreciation and amortization. We believe that EBITDA is a useful financial
performance measure for comparing companies in the communications industry in
terms of operating performance, leverage, and ability to incur and service debt.
EBITDA provides an alternative measure of cash flow from operations. EBITDA
should not be considered in isolation from, or as a substitute for, net income
(loss), net cash provided by (used for) operating activities or other
consolidated income or cash flow statement data presented in accordance with
generally accepted accounting principles, or GAAP, or as a measure of
profitability or liquidity.

     The pro forma as adjusted balance sheet data give effect to the redemption
of our Series A preferred stock and reflect the sale of                shares of
common stock in this offering, after deducting underwriting discounts and
commissions and estimated offering expenses of $       .

     Pro forma net income (loss) per share reflects our conversion from an S
Corporation to a C Corporation in September 1998.

<TABLE>
<CAPTION>
                                                                                            THREE MONTHS
                                                   YEAR ENDED DECEMBER 31,                 ENDED MARCH 31,
                                       ------------------------------------------------   -----------------
                                        1994      1995      1996      1997       1998      1998      1999
                                       -------   -------   -------   -------   --------   -------   -------
                                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                    <C>       <C>       <C>       <C>       <C>        <C>       <C>
STATEMENTS OF OPERATIONS DATA:
  Revenue............................  $30,754   $49,024   $75,135   $98,209   $105,545   $25,202   $33,581
  Costs of services..................   16,061    35,065    57,208    78,106     78,443    18,836    26,546
  Selling, general and
    administrative...................   11,631    17,697    19,230    25,704     29,426     5,544    10,716
  Depreciation and amortization......      180       276       533       994      2,037       468       984
                                       -------   -------   -------   -------   --------   -------   -------
  Operating income (loss)............    2,882    (4,014)   (1,836)   (6,595)    (4,361)      354    (4,665)
  Net income (loss)..................  $ 2,852   $ 3,695   $ 1,415   $(3,191)  $ (4,383)  $    84   $(3,217)
                                       =======   =======   =======   =======   ========   =======   =======
  Net income (loss) applicable to
    common stockholders..............  $ 2,852   $ 3,695   $ 1,415   $(3,191)  $ (6,388)  $    84   $(4,771)
                                       =======   =======   =======   =======   ========   =======   =======
  Net income (loss) per share
    applicable to common
    stockholders -- basic and
    diluted..........................  $  0.29   $  0.37   $  0.14   $ (0.32)  $  (0.64)  $  0.01   $ (0.48)
  Pro forma net income (loss) per
    share applicable to common
    stockholders -- basic and
    diluted..........................  $  0.18   $  0.24   $  0.09   $ (0.21)  $  (0.54)  $  0.01   $ (0.48)
OTHER FINANCIAL DATA:
  Capital expenditures...............  $   813   $   860   $ 2,135   $ 3,363   $ 10,919   $   230   $ 6,601
  EBITDA.............................  $ 3,164   $ 4,121   $ 2,226   $(1,684)  $ (2,173)  $   843   $(3,663)
</TABLE>

                                        7
<PAGE>   9

<TABLE>
<CAPTION>
                                                                                MARCH 31, 1999
                                                                             ---------------------
                                                                                         PRO FORMA
                                                              DECEMBER 31,                  AS
                                                                  1998        ACTUAL     ADJUSTED
                                                              ------------   --------    ---------
                                                                         (IN THOUSANDS)
<S>                                                           <C>            <C>         <C>
BALANCE SHEET DATA:
  Cash and cash equivalents.................................    $ 12,197     $  3,578
  Property and equipment, net...............................      15,822       41,370      41,370
  Working capital...........................................      16,168          170
  Total assets..............................................      48,868       76,210
  Other long-term obligations...............................       5,072       22,057      22,057
  Redeemable Series A preferred stock.......................      35,146       36,700          --
  Total stockholders' equity (deficit)......................      (6,723)     (11,497)
</TABLE>

             ------------------------------------------------------

     We were incorporated in Delaware in July 1998.  Our wholly owned operating
subsidiary, Network Plus, Inc., was incorporated in Massachusetts in March 1990.
Our principal executive offices are located at 234 Copeland Street, Quincy,
Massachusetts 02169. Our telephone number at this location is (617) 786-4000 and
our Internet address is www.np1.com.

     Network Plus and the Network Plus logo are registered service marks of
Network Plus. All other trade names, trademarks and service marks used in this
prospectus are the property of their respective owners.

     Unless otherwise specifically stated, information in this prospectus:

     - assumes the underwriters do not exercise their over-allotment option

     - assumes the redemption of all outstanding shares of our Series A
       preferred stock upon the closing of this offering

     - does not reflect a stock split of common stock that we plan to effect
       prior to the closing of this offering.

                                        8
<PAGE>   10

                                  RISK FACTORS

     This offering involves a high degree of risk. You should carefully consider
the risks described below and the other information in this prospectus before
deciding whether to invest in shares of our common stock.

WE HAVE RECENTLY EXPERIENCED AND ANTICIPATE THAT WE WILL CONTINUE TO EXPERIENCE
NEGATIVE CASH FLOW AND OPERATING LOSSES

     Network Plus had operating losses in each of the last four years and
negative cash flow from operating activities in 1998. In 1998, we had operating
losses of $4.4 million and negative cash flows from operating activities of
$10.8 million. We expect to incur significant expenditures in connection with
the acquisition, development and expansion of our network infrastructure,
product offerings, information technology systems and employee base. As a
result, we expect to continue to incur significant future operating losses and
negative cash flow. If our revenue does not increase significantly or the
increase in our expenses is greater than expected, we may not achieve or sustain
profitability or generate positive cash flow in the future.

WE EXPECT TO REQUIRE ADDITIONAL THIRD-PARTY FINANCING BEGINNING IN 2000

     Our ability to meet our projected growth will require substantial cash
resources. The anticipated expansion of our network infrastructure in the year
2000, including the addition of approximately 120 co-locations and additional
switches, and our anticipated funding of negative cash flow from operating
activities during 2000, will require approximately $150 million of additional
capital. In addition, if we acquire other businesses, we may require additional
financing. The availability under our current equipment lease facility
terminates on December 31, 1999. In addition, our current credit facility
matures in April 2000, and we do not anticipate having sufficient cash to pay
off the credit facility upon its maturity. We expect the proceeds of this
offering, our current financing arrangements and internally generated funds to
provide sufficient capital to fund our current business plans through December
31, 1999. The funding of $150 million of additional capital and our satisfying
additional future capital needs will depend upon our ability to renegotiate or
replace our credit and equipment lease facilities, obtain supplemental financing
or raise additional capital. We can give no assurance that we will be able to
renegotiate or replace our credit and equipment lease facilities on acceptable
terms or at all. Additional financing may also place significant limits on our
financial and operating flexibility or may not be available to us. Failure to
obtain future financing when needed or on acceptable terms could cause us to
delay or abandon our development and expansion plans and could materially
adversely affect our growth and ability to compete.

OUR QUARTERLY REVENUES AND OPERATING RESULTS ARE NOT INDICATIVE OF FUTURE
PERFORMANCE AND ARE DIFFICULT TO FORECAST

     As a result of our limited operating history as an integrated
communications provider and the evolving nature of the communications industry,
we may not be able to accurately forecast our revenue. We do not believe that
period-to-period comparisons of our operating results are necessarily
meaningful, or that investors should rely upon them as indicators of future
performance. In one or more future quarters, our results of operations may fall
below the expectations of securities analysts and investors. This would likely
materially adversely affect the trading price of our common stock.

WE CANNOT PREDICT MARKET ACCEPTANCE FOR OUR LOCAL, DSL AND INTERNET SERVICES

     The markets for Internet access, high-speed data communications, including
DSL, and competitive local service are in the early stages of development.
Because we offer services to these new and evolving markets and because current
and future competitors are likely to

                                        9
<PAGE>   11

introduce competing services, it is difficult for us to predict the rate at
which these markets will grow. We can give no assurance that our new services
will receive market acceptance or that prices and demand for these services will
be sufficient to sustain profitable operations. If the markets for our new
services fail to develop, grow more slowly than anticipated or become saturated
with competitors, our business, prospects, financial condition and results of
operations could be materially adversely affected.

WE MAY BE UNABLE TO SUCCESSFULLY OFFER LOCAL, DSL, INTERNET AND OTHER TYPES OF
COMMUNICATIONS SERVICES

     Our strategy includes offering additional communications services,
including local, DSL and Internet service. We have limited experience providing
these additional services and can give no assurance that we will be able to do
so successfully. Our ability to implement this strategy will depend on many
factors, including our ability to:

     - upgrade our network and install new equipment

     - successfully meet technical and regulatory requirements with which we
       have had little experience to date

     - expand, train and manage our employee base

     - operate appropriate financial, operating and information systems

     - successfully integrate these services into our existing business.

Our failure to do any of these things effectively could materially adversely
affect our results of operations and the trading price of our common stock.

WE MAY BE UNABLE TO MANAGE RAPID GROWTH

     Our future performance will depend upon our ability to implement and manage
our growth effectively. Our rapid growth to date has placed, and in the future
will continue to place, a significant strain on our administrative, operational
and financial resources.

     We anticipate that, in order to successfully expand our business, we will
be required to recruit and hire a substantial number of new sales and other
personnel. Failure to attract and retain additional qualified sales and other
personnel, including management personnel who can manage our growth effectively,
and failure to successfully train and integrate such personnel, could materially
adversely affect us.

     To manage our growth effectively, we will also have to continue to improve
and upgrade operational, financial and accounting information systems, controls
and infrastructure, as well as to control costs and maintain regulatory
compliance. The failure to adequately strengthen our financial controls and
systems or otherwise manage our growth could materially adversely affect us.

OUR FAILURE TO ACHIEVE OR SUSTAIN MARKET ACCEPTANCE AT DESIRED PRICING LEVELS
COULD IMPAIR OUR ABILITY TO ACHIEVE PROFITABILITY OR POSITIVE CASH FLOW

     Prices for communication services have fallen historically, a trend we
expect will continue. Accordingly, we cannot predict to what extent we may need
to reduce our prices to remain competitive or whether we will be able to sustain
future pricing levels as our competitors introduce competing services or similar
services at lower prices. Our failure to achieve or sustain market acceptance at
desired pricing levels could impair our ability to achieve profitability or
positive cash flow, which would have a material adverse effect on our business,
prospects, financial condition and results of operations.

                                       10
<PAGE>   12

WE MAY BE UNABLE TO MEET OUR DEBT OBLIGATIONS

     We have a significant amount of indebtedness. In addition, in order to
implement our growth strategy, we expect to incur additional indebtedness in the
future. Our ability to repay our indebtedness will depend on our future
operating performance, which will be affected by prevailing economic conditions
and financial, business and other factors. Some of these factors are beyond our
control.

     If we are unable to service our indebtedness or other obligations, we will
be forced to examine alternative strategies. These strategies may include
reducing or delaying capital expenditures, restructuring or refinancing
indebtedness or seeking additional debt or equity financing. We can give no
assurance that any of these strategies could be effected on satisfactory terms.

     Our level of indebtedness could have important consequences to our
stockholders, including the following:

     - we will have significant and increasing cash interest expense and
       significant principal repayment obligations with respect to outstanding
       indebtedness

     - our degree of leverage and debt service obligations could limit our
       ability to plan for, and make us more vulnerable than some of our
       competitors to the effects of, an economic downturn or other adverse
       developments

     - we may need to dedicate cash flow from our operations to debt service
       payments, making these funds unavailable for other purposes

     - our ability to obtain additional financing in the future for working
       capital, capital expenditures, debt service requirements or other
       purposes could be impaired.

OUR INDEBTEDNESS SUBJECTS US TO FINANCIAL AND OPERATING RESTRICTIONS

     Our credit facility imposes operating and financial restrictions on us.
These restrictions limit our ability to:

     - incur additional indebtedness

     - issue stock of any subsidiaries

     - create liens on assets

     - pay dividends or make other distributions

     - sell assets

     - engage in mergers or acquisitions

     - make investments.

Failure to comply with any of these restrictions could limit the availability of
borrowings or result in a default. For the quarter ending March 31, 1999 and for
the remaining term of the credit facility, the lenders agreed to amend the
financial covenants in our credit facility to grant us additional operating
flexibility. If we were unable to obtain the agreement of our lenders, we would
have been in material non-compliance with our credit facility. We can give no
assurance we will obtain a waiver or amendment for any future noncompliance with
our credit agreement. The terms of any debt or equity financings undertaken by
us to meet future cash requirements could further restrict our operational
flexibility and adversely affect us.

                                       11
<PAGE>   13

OUR BUSINESS STRATEGY DEPENDS ON SECURING AND MAINTAINING INTERCONNECTION
AGREEMENTS WITH LOCAL PROVIDERS

     We must enter into agreements for the interconnection of our network with
the networks of the incumbent local exchange carriers and other carriers
covering each market in which we intend to offer local service. Although we have
entered into interconnection agreements in a number of jurisdictions, we can
give no assurance that we will successfully renegotiate these agreements as they
are due to expire or negotiate additional agreements as we enter new markets.
The failure to secure and maintain these agreements could materially adversely
affect our ability to become a single-source provider of communications
services.

WE DEPEND ON OUR SUPPLIERS AND OTHER SERVICE PROVIDERS

     TRANSMISSION FACILITIES.  We lease a portion of our transport capacity. We
are dependent upon the availability of fiber optic transmission facilities owned
by interexchange carriers, incumbent local exchange carriers, competitive local
exchange carriers, and others who lease their fiber optic networks to us. Many
of these entities are, or may become, our competitors. Integration of leased
fiber mileage into our network will subject us to the risk that the owners of
the underlying facilities, who may be competitors, will not maintain or will
deny us access to these facilities. Some of these providers are currently
experiencing delays in the development of their facilities, and we can give no
assurance that we will be able to obtain use of these facilities on a timely
basis and in the quantities we require. The risks inherent in utilizing third
party providers include the possible inability to negotiate and renew favorable
supply agreements and dependence on the timeliness of the fiber optic transport
providers in processing our orders for transmission facilities.

     DIGITAL SUBSCRIBER LINE SERVICES.  We resell NorthPoint Communications,
Inc.'s digital subscriber line, or DSL, services and are dependent on its
services. As we expand our network infrastructure to sell DSL services directly
to our customers, NorthPoint may become a competitor. If our agreement with
NorthPoint is terminated early or not renewed on termination, or if NorthPoint
does not fulfill its obligations to us under our agreement, our business could
be materially adversely affected.

     Our DSL services also depend on the quality of copper lines and the
incumbent local exchange carriers' maintenance of such lines. We cannot assure
you that we will be able to obtain copper lines and the services we require from
these carriers on a timely basis or on terms and in quantities satisfactory to
us. Our failure to do so could materially adversely affect our ability to offer
DSL services.

     OTHER COMPONENTS.  We also rely on other companies to supply key components
of our network infrastructure, including switching and networking equipment and
paging services. These components are only available in the quantities and
quality we require from sole or limited sources. From time to time we have
experienced delays or other problems in receiving communications services and
facilities. We can give no assurance that we will be able to obtain such
services or facilities on the scale and within the time frames required by us at
an affordable cost, or at all.

     CALL RECORDS.  The accurate and prompt billing of our customers is
dependent upon the timeliness and accuracy of call detail records, including
those provided by carriers whose services we resell. We can give no assurance
that the current carriers will continue to provide, or that new carriers,
including incumbent local exchange carriers, will provide, accurate information
on a timely basis. Any carrier's failure to do so could materially adversely
affect us.

                                       12
<PAGE>   14

A SIGNIFICANT AMOUNT OF OUR REVENUE IS ATTRIBUTABLE TO THE RESALE OF SPRINT LONG
DISTANCE SERVICE

     In the first quarter of 1999, approximately 26% of our revenue was
attributable to the resale of long distance service provided by Sprint
Communications Company L.P. Our current agreement with Sprint terminates in
February 2000. We can give no assurance that this agreement will be extended on
terms acceptable to us. Termination of our relationship with Sprint could
materially adversely affect us.

WE MAY FACE RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS

     We may acquire other businesses that will complement our existing business.
These acquisitions will likely involve some or all of the following risks:

     - the difficulty of assimilating the acquired operations and personnel

     - the potential disruption of our ongoing business

     - the diversion of resources

     - the possible inability of management to maintain uniform standards,
       controls, procedures and policies

     - the possible difficulty of managing our growth and information systems

     - the risks of entering markets in which we have little experience

     - the potential impairment of relationships with employees or customers.

These transactions may be required for us to remain competitive. We can give no
assurance that we will be able to obtain required financing for such
transactions or that such transactions will occur.

COMPETITION IN OUR INDUSTRY IS INTENSE AND GROWING, AND WE MAY BE UNABLE TO
COMPETE EFFECTIVELY

     Our industry is highly competitive, and we expect competition to intensify
in the future. We do not have a significant market share in any of our markets.
Most of our actual and potential competitors have substantially greater
financial, technical, marketing and other resources, including brand or
corporate name recognition, than we do. Our success will depend upon our ability
to provide high-quality services at competitive prices. Any reduction in the
prices of long distance, local, DSL or other services by our competitors could
materially adversely affect us.

     We also face the following specific competitive risks:

  OVERALL COMMUNICATIONS MARKET

     - LARGER AND MORE COMPETITIVE COMPANIES RESULTING FROM COMMUNICATIONS
       MERGERS.  A continuing trend towards business combinations and alliances
       in the communications industry may create significant new competitors to
       us. Many of these combined entities will have resources far greater than
       ours. These combined entities may provide a bundled package of
       communications products, including local, long distance and DSL services,
       that compete directly with the products we offer. These entities may also
       offer services sooner and at more competitive rates than we do.

     - THE COMPETITIVE IMPLICATIONS OF OTHER TECHNOLOGIES.  We also face
       competition from fixed wireless services, wireless devices that do not
       require site or network licensing, cellular, personal communications
       services, other commercial mobile radio service providers and Internet
       telephony.

                                       13
<PAGE>   15

     - ENTRANCE OF FOREIGN COMPANIES INTO U.S. MARKETS.  In February 1998,
       Federal Communications Commission rules that make it substantially easier
       for many non-U.S. communications companies to enter the U.S. market went
       into effect. This may further increase the number of competitors.

     - INTERNATIONAL MARKETS ARE HIGHLY COMPETITIVE.  We compete in the highly
       competitive international wholesale market to obtain routes that can be
       profitably sold to other carriers. The routes that we can sell favorably
       are subject to change without notice and it is very difficult to forecast
       revenue and associated margins. Loss of traffic could materially
       adversely affect us.

  LONG DISTANCE SERVICES MARKET

     - CUSTOMER TURNOVER.  The long distance industry is characterized by a high
       level of customer attrition, or "churn". Our revenue has been, and is
       expected to continue to be, affected by churn.

     - EFFECT OF NEW RATES AND RATE PLANS.  AT&T Corp., MCI WorldCom, Inc.,
       Sprint and other carriers have implemented price plans aimed at
       residential customers with significantly simplified rate structures. This
       may lower long distance prices. Long distance carriers have made similar
       offerings available to the small and medium-sized businesses we primarily
       serve, creating additional pricing competition and creating pressure on
       gross margins. If we are unable to reduce costs in a timely manner, our
       margins may be significantly reduced.

     - ENTRANCE OF THE REGIONAL BELL OPERATING COMPANIES INTO THE IN-REGION LONG
       DISTANCE MARKET.  We anticipate that a number of Regional Bell Operating
       Companies will seek authority to provide in-region long distance services
       in 1999 and beyond. For example, Bell Atlantic recently filed to seek
       approval to provide long distance service in Massachusetts. Once Regional
       Bell Operating Companies are allowed to offer widespread in-region long
       distance services, they will be in a position to offer single-source
       local and long distance service.

  LOCAL SERVICES MARKET

     - NEED TO COMPETE WITH INCUMBENT PROVIDERS.  In the local communications
       market, our primary competitor is currently the incumbent local exchange
       carrier serving each geographic area. An incumbent local exchange carrier
       is an established provider of dedicated and local telephone services to
       all or virtually all telephone subscribers within its service area.
       Incumbent local exchange carriers benefit from:

       - longstanding relationships with their customers

       - greater financial and technical resources

       - the ability to subsidize local services with revenues from other
         businesses

       - recent regulations that relax price restrictions and decrease
         regulatory oversight of incumbent local exchange carriers.

       If the incumbent local exchange carriers are allowed additional
       flexibility by regulators to offer discounts to large customers, engage
       in aggressive discount pricing practices, or charge competitors excessive
       fees for interconnection to their networks, the revenue of their
       competitors, including us, could be materially adversely affected.

                                       14
<PAGE>   16

     - ENTRANCE OF LARGE LONG DISTANCE AND OTHER COMPANIES INTO THE LOCAL
       MARKET.  We also face competition in local markets from other new
       entrants, including long distance and other carriers, many of which have
       significantly greater financial resources than we do. For example, AT&T,
       MCI and Sprint have each begun to offer local communications services in
       major U.S. markets. Other entities that currently or may offer local
       switched services include companies that have previously operated as
       competitive access providers, cable television companies, electric
       utilities, microwave carriers, wireless telephone system operators and
       large customers who build private networks. These entities, upon entering
       into appropriate interconnection agreements or resale agreements with
       incumbent local carriers, including Regional Bell Operating Companies,
       could offer single-source local and long distance services similar to
       those offered by us.

     - CHANGING GOVERNMENT REGULATIONS.  Competition in local services has also
       increased as a result of changing government regulations. The
       Telecommunications Act of 1996 has increased competition in the local
       telecommunications business. The Act:

       - requires incumbent local exchange carriers to interconnect their
         networks with those of requesting telecommunications carriers and to
         allow requesting carriers to co-locate equipment at the premises of the
         incumbent local exchange carriers

       - requires all incumbent local exchange carriers to offer their services
         for resale

       - allows long distance carriers to resell local services

       - requires incumbent local exchange carriers to offer to requesting
         telecommunications carriers network elements on an unbundled basis

       - requires incumbent local exchange carriers to offer to requesting
         telecommunications carriers the services they provide to end-users to
         other carriers at wholesale rates.

       Competition may also increase as a result of a recent World Trade
       Organization agreement on telecommunications services. As a result of the
       agreement, the FCC has made it easier for foreign companies to enter the
       U.S. telecommunications market.

  DATA SERVICES MARKET

     - The market for data communications and Internet access services is
       extremely competitive and characterized by rapid technological
       innovation. There are no substantial barriers to entry, and we expect
       that competition will intensify in the future. We expect significant
       competition from a large variety of companies, including long-distance
       service providers, cable modem service providers, Internet service
       providers, on-line service providers, wireless and satellite data service
       providers, and other companies focusing on DSL services. These companies
       may offer competing products with price or other characteristics that are
       more attractive than our own.

WE MAY BE UNABLE TO ADAPT TO TECHNOLOGICAL CHANGE

     The communications industry has been, and is likely to continue to be,
subject to:

     - rapid and significant technological change, including continuing
       developments in DSL technology, which does not presently have widely
       accepted standards

     - frequent introductions of new services and alternative technologies,
       including new technologies for providing high-speed data services

     - evolving industry standards.

     We expect that new products and technologies will emerge that may be
superior to, or may not be compatible with, some of our products or
technologies. Changes in technology could

                                       15
<PAGE>   17

cause more competitors to enter the industry, including the network-based local
business and high-speed data transport business in which we have recently begun
to compete. Also, technological changes, including advancements in emerging
wireline and wireless technologies and Internet services and technologies, could
result in lower retail rates for communications services. These changes could
materially adversely affect our ability to price services competitively or
profitably.

     We cannot predict with certainty the effect of technological changes on our
business. Our future success will depend, in part, on our ability to anticipate
and adapt to technological changes and to offer, on a timely basis, services
that meet customer demands and evolving industry standards. We rely in part on
third parties, including competitors, for the development of and access to
communications and networking technology. As a result, we may be unable to
obtain access to new technology on a timely basis or on satisfactory terms.
Failure to adapt successfully to any technological change or obsolescence, or
the failure to obtain access to important technologies, could materially
adversely affect us.

WE DEPEND ON RIGHTS-OF-WAY AND SIMILAR AGREEMENTS

     To further develop our network, we may need to obtain local franchises,
permits, rights to utilize underground conduit and aerial pole space and other
rights-of-way. We would need to obtain these rights from entities such as
incumbent local exchange carriers, other utilities, railroads, long distance
companies, state highway authorities, local governments and transit authorities.
We can give no assurance that we, or the providers on whom we depend, will be
able to obtain and maintain the permits and rights we may need on acceptable
terms. Cancellation or non-renewal of these arrangements could materially
adversely affect our business in the affected area.

THE TELECOMMUNICATIONS ACT OF 1996 AND OTHER REGULATION COULD ADVERSELY AFFECT
US

     Telecommunications services are subject to significant regulation at the
federal, state, local and international levels. Delays in receiving required
regulatory approvals, or new legal requirements, may materially adversely affect
our business, financial condition, results of operations and prospects. In
particular, we face the following regulatory risks:

     - NEED TO COMPLY WITH FEDERAL REGULATIONS.  We are regulated at the federal
       level by the FCC. We are required to file and maintain domestic and
       international tariffs containing the currently effective rates, terms and
       conditions of service for our long distance services. We are also
       required to maintain an FCC authorization in connection with our
       international services. The FCC has the authority to sanction us or
       revoke our authorization if we violate applicable law.

     - LEGAL AND ADMINISTRATIVE BURDEN OF COMPLIANCE WITH DIVERSE STATE
       REGULATIONS.  Our communications operations are also subject to state
       laws. Compliance with state regulations, challenges by third parties to
       our tariffs, or complaints about our practices could cause us to incur
       substantial expenses.

     - DIFFICULTY PREDICTING THE IMPACT OF THE TELECOMMUNICATIONS ACT.  The
       Telecommunications Act has resulted in comprehensive changes in the
       regulatory environment for the communications industry and has materially
       affected the competitive environment. We cannot predict how the FCC,
       state regulators, courts and the incumbent local exchange carriers will
       interpret and implement the relevant provisions of the Telecommunications
       Act.

     - CHANGES IN ACCESS CHARGES AND UNIVERSAL SERVICE.  Changes in access
       charges and universal service will affect our cost of providing long
       distance service and our revenue from providing local services. Changes
       in the regulations requiring local exchange carriers

                                       16
<PAGE>   18
       to provide equal access for the origination and termination of calls by
       long distance subscribers, or in the regulations governing access charge
       rates or universal service contribution, could materially adversely
       affect our business, financial condition, results of operations and
       prospects.

     - UNCERTAINTY OF THE EVOLVING REGULATORY ENVIRONMENT.  There is
       considerable uncertainty regarding numerous regulatory issues in the
       communications industry, including the legal status of complaints filed
       at the FCC to enforce interconnection agreements and the applicability of
       existing regulations to new technologies such as IP telephony. We cannot
       predict the impact of these and other regulatory developments on our
       business.

WE DEPEND ON OUR BILLING, CUSTOMER SERVICE AND INFORMATION SYSTEMS

     Integrated management information and processing systems are vital to our
growth and our ability to monitor costs, bill customers, process customer orders
and operate efficiently. As we continue our transition to being an integrated
communications provider, the need for sophisticated billing and information
systems will increase significantly. The cost of implementing these systems has
been, and we expect will continue to be, substantial.

     We are in the final stages of developing and testing LOGOS, our new
operational support system to integrate important facets of our operations. The
development and implementation of this system rely in part on the products and
services of third party vendors, over which we have no control. Our failure to
accomplish the transition to our new system as expected, or unanticipated
problems with the new system, may materially adversely affect our business and
results of operations.

     In addition, any of the following developments could materially adversely
affect us:

     - failure of vendors to deliver the required services or information in a
       timely and effective manner and at acceptable costs

     - our failure to adequately identify and integrate all of our information
       and processing needs

     - failure of our processing or information systems to perform as expected

     - our failure to upgrade systems as necessary and on a timely basis.

WE DEPEND ON THE PROMPT COLLECTION OF CUSTOMER PAYMENTS

     Because we generally render our services prior to receiving payment, we are
dependent upon the prompt collection of payment of our customers' bills. In
turn, we are dependent upon the creditworthiness of our customers and adequate
revenue assurance programs. The failure of our customers to pay their bills in a
timely manner or our failure to accurately assess the creditworthiness of our
customers and implement adequate revenue assurance programs could materially
adversely affect us.

WE MUST ALSO SECURE AND MAINTAIN PEERING ARRANGEMENTS WITH INTERNET SERVICE
PROVIDERS

     We may need peering agreements with Internet service providers in order to
exchange traffic with these providers without being required to pay transmission
costs. The basis on which the major Internet service providers make peering
available or impose settlement charges is evolving. Recently, companies that
have previously offered peering have reduced or eliminated peering relationships
and are establishing new and more restrictive criteria. Furthermore, if
increasing costs and other requirements associated with maintaining peering with
the major national Internet service providers develop, we may have to comply
with those additional requirements in order to maintain peering relationships.
Failure to establish and maintain peering relationships would cause us to incur
additional operating expenses or abandon certain elements of our strategy, which
could materially adversely affect us.
                                       17
<PAGE>   19

WE MAY BE UNABLE TO ATTRACT AND RETAIN MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

     Our success depends to a significant extent upon the abilities and
continued efforts of our management team, particularly Robert T. Hale, Jr., the
Company's Chief Executive Officer and President, Robert T. Hale, the Company's
Chairman of the Board, and other members of our senior management team. Only one
of our executive officers is subject to an employment agreement providing for
continuing employment. The loss of any of these individuals could materially
adversely affect us. Our success will also depend upon our ability to hire and
retain additional personnel, including technical and sales personnel.
Competition for qualified personnel in the communications industry is intense.
Difficulty in hiring and retaining personnel could materially adversely affect
us.

FAILURE OF COMPUTER SYSTEMS AND SOFTWARE PRODUCTS TO BE YEAR 2000 COMPLIANT
COULD NEGATIVELY IMPACT OUR BUSINESS

     Many computer systems experience problems handling dates beyond the year
1999. Therefore, some computer hardware and software will need to be modified
prior to the year 2000 in order to remain functional. We could incur significant
unanticipated costs in making our internal systems year 2000 compliant.
Furthermore, if the hardware or software comprising our network elements
acquired from third party vendors, the software applications of the long
distance carriers or others on whose services we depend or with whom our systems
interface, or the software applications of other suppliers, are not year 2000
compliant, it could affect our systems which could materially adversely affect
us. See "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Impact of Year 2000".

WE ARE SUBJECT TO THE RISK OF SYSTEM FAILURE AND SECURITY RISKS

     Our success in attracting and retaining customers requires us to provide
adequate network reliability, capacity and security. Our networks and the
networks upon which we depend are subject to physical damage, power loss,
capacity limitations, software defects, breaches of security by computer virus,
break-ins or otherwise and other factors. Any of these occurrences may cause
interruptions in service or reduced customer capacity. Interruptions in service,
capacity limitations or security breaches could materially adversely affect us.

EXISTING STOCKHOLDERS CAN EXERT CONSIDERABLE CONTROL OVER US

     Following this offering, over      % of our common stock will be owned or
voted by Robert T. Hale and Robert T. Hale, Jr., each an officer and director.
Consequently, management will have considerable control over all of our affairs
and will control the election of all members of our board of directors and the
outcome of all corporate actions requiring stockholder approval. Although the
interests of our management may differ from those of other stockholders, non-
management stockholders will have limited control over our affairs.

PROVISIONS OF OUR CHARTER AND BY-LAWS COULD ADVERSELY AFFECT OUR STOCK PRICE

     Following this offering, our certificate of incorporation and by-laws will
include provisions that may discourage, delay or impede a change in control of
Network Plus or prevent the removal of incumbent directors, even if stockholders
believe the action is in their best interests. Among other things, the
certificate of incorporation will provide for a classified board of directors.
In addition, the certificate of incorporation allows the board of directors to
issue shares of preferred stock and fix the rights, privileges and preferences
of those shares without any further vote or action by the stockholders. The
rights of the holders of common stock will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that may be issued
in the future. Any issuance of preferred stock could make it more difficult for
a third party to acquire control of Network Plus. In addition, our certificate
of incorporation and by-laws limit the

                                       18
<PAGE>   20

manner in which directors may be nominated by the stockholders and in which
proposals may be made at stockholder meetings. We are also subject to Section
203 of the Delaware General Corporation Law, which could delay or prevent a
change of control. To the extent that these provisions discourage takeover
attempts, they could deprive stockholders of opportunities to realize takeover
premiums for their shares or could depress the trading price of our common
stock.

OUR STOCK PRICE COULD BE EXTREMELY VOLATILE, AND INVESTORS MAY NOT BE ABLE TO
RESELL THEIR SHARES AT OR ABOVE THE INITIAL PUBLIC OFFERING PRICE

     An active trading market for our common stock may not develop or be
sustained after this offering. Network Plus and the underwriters will determine
the initial public offering price. The price at which our common stock will
trade after this offering is likely to be volatile and may fluctuate
substantially due to factors such as:

     - our historical and anticipated quarterly and annual operating results

     - variations between our actual results and analyst and investor
       expectations

     - announcements by us or others and developments affecting our business

     - investor perceptions of our company and comparable public companies

     - conditions and trends in the communications industry.

     In particular, the stock market has from time to time experienced
significant price and volume fluctuations affecting the stock of communications
companies. Fluctuations may be unrelated or disproportionate to company
performance. These fluctuations may result in a material decline in the trading
price of our common stock.

THE SALE OF LARGE NUMBERS OF SHARES OF OUR COMMON STOCK COULD DEPRESS OUR STOCK
PRICE

     Sales of a large number of shares of our common stock in the market after
this offering or the perception that sales may occur could cause the trading
price of our common stock to drop.

               shares of common stock will be outstanding immediately after the
offering. The           shares sold in this offering, plus any shares issued
upon exercise of the underwriters' overallotment option, will be freely
tradeable, except for shares held at any time by an "affiliate" of Network Plus,
as defined under Rule 144 under the Securities Act. Of the remaining shares,
          are subject to lock-up agreements in which the holders of the shares
have agreed not to sell any shares for a period of 180 days after the date of
this prospectus without the prior written consent of the representatives of the
underwriters. All shares issued prior to this offering are "restricted
securities" as defined in Rule 144. These shares may be sold in the future
without registration under the Securities Act to the extent permitted by Rule
144 or an exemption under the Securities Act.

     After this offering, we intend to file registration statements on Form S-8
under the Securities Act to register the           shares of common stock that
are reserved for issuance under our stock option plans, including shares
currently subject to outstanding options, and the           shares reserved for
issuance under our employee stock purchase plan. We expect the registration
statements on Form S-8 to become effective immediately upon filing. Options to
purchase 212,673 shares of common stock either are vested or vest within 60 days
of May 25, 1999. Shares covered by the registration statements on Form S-8 will
be eligible for sale in the public market, subject to Rule 144 limitations
applicable to affiliates as well as to the limitations on sale and vesting
described above. In addition, holders of warrants to purchase an aggregate of
310,000 shares of common stock may exercise those warrants and require us to
register the underlying common stock beginning 180 days following this offering.
An additional 5,000 shares of common stock subject to warrants will become
freely tradeable on May 27, 2000.

                                       19
<PAGE>   21

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION

     We expect the initial public offering price to be substantially higher than
the net tangible book value per share of our common stock. Therefore, you will
incur immediate dilution in net tangible book value of $     per share, assuming
an initial public offering price of $     per share. You may incur additional
dilution if holders of stock options, whether currently outstanding or
subsequently granted, exercise their options or if warrantholders exercise their
warrants to purchase common stock. See "Dilution" for more information.

FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN

     We make forward-looking statements in the "Prospectus Summary", "Risk
Factors", "Use of Proceeds", "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" sections and elsewhere in
this prospectus. These forward-looking statements include, but are not limited
to, statements about our plans, objectives, expectations, intentions and
assumptions and other statements that are not historical facts. We generally
intend the words "expect" "anticipate," "intend," "plan," "believe," "seek,"
"estimate" and similar expressions to identify forward-looking statements.

     Because these forward-looking statements involve risks and uncertainties,
including those described in this "Risk Factors" section, our actual results may
differ materially from those expressed or implied by these forward-looking
statements. We do not intend to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

                                       20
<PAGE>   22

                                USE OF PROCEEDS

     Our net proceeds from the sale of shares of common stock in this offering
are estimated to be $          , after deducting the underwriting discount and
our estimated offering expenses. If the underwriters exercise their
over-allotment option in full, we estimate that our net proceeds will be
$          .

     We will use approximately $46 million of the net proceeds to redeem all
outstanding shares of our Series A preferred stock. We intend to use the
remaining net proceeds to fund the development and expansion of our network,
operational infrastructure and sales force and for working capital and general
corporate purposes. We believe opportunities may exist to expand our current
business through acquisitions. We may use a portion of the net proceeds for this
purpose. We are not currently a party to any contracts or letters of intent with
respect to any material acquisitions. Pending these uses, we expect to invest
the net proceeds of this offering in short-term, interest-bearing,
investment-grade securities.

     Because of the number and variability of factors that may determine our use
of the net proceeds of this offering, management will retain a significant
amount of discretion over the application of the net proceeds. The actual use of
net proceeds could vary substantially from our current plans.

                                DIVIDEND POLICY

     On September 2, 1998, we paid a dividend to the holders of our common
stock, Robert T. Hale and Robert T. Hale, Jr., in the aggregate amount of $5.0
million, of which approximately $1.9 million was reinvested by Mr. Hale, Jr. in
the form of a long-term loan to us. Since January 1, 1997, we have paid an
additional aggregate amount of $607,000 in dividends to enable the holders of
our common stock to pay taxes and related tax preparation expenses in respect of
income allocated to them as a result of our former status as an S corporation.

     For the foreseeable future we intend to retain our earnings for our
operations and the expansion of our business and do not expect to pay dividends
on our common stock. The payment of any future dividends will be at the
discretion of our board of directors and will depend upon, among other factors,
our earnings, financial condition, capital requirements and general business
outlook at the time payment is considered. In addition, our ability to pay
dividends will depend upon the amount of distributions, if any, received from
Network Plus, Inc. or any of our future operating subsidiaries. Our credit
facility does, and any future indebtedness incurred by us may, restrict our
ability to pay dividends.

                                       21
<PAGE>   23

                                 CAPITALIZATION

     The following table sets forth our total cash and cash equivalents and
capitalization as of March 31, 1999 (i) on an actual basis and (ii) on a pro
forma as adjusted basis to give effect to the redemption of our Series A
preferred stock and to reflect the sale of           shares of common stock in
this offering, after deducting underwriting discounts and commissions and
estimated offering expenses of $     . This table should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the historical financial statements and related notes appearing
elsewhere in this prospectus.

<TABLE>
<CAPTION>
                                                                     MARCH 31, 1999
                                                              ----------------------------
                                                                             PRO FORMA AS
                                                                ACTUAL         ADJUSTED
                                                                ------       ------------
                                                              (IN THOUSANDS, EXCEPT SHARE
                                                                  AND PER SHARE DATA)
<S>                                                           <C>           <C>
Cash and cash equivalents...................................   $  3,578        $
                                                               ========        ========
Debt:
  Current portion of long-term debt and capital lease
     obligations............................................   $  7,703        $  7,703
                                                               ========        ========
  Long-term debt and capital lease obligations, net of
     current portion........................................   $ 20,096        $ 20,096
  Long-term note payable to stockholder.....................   $  1,961        $  1,961
Redeemable preferred stock
  13.5% Series A Cumulative Preferred Stock due 2009, $0.01
     par value, 50,000 shares authorized, 40,000 shares
     issued and outstanding; 0 shares issued and
     outstanding, pro forma as adjusted(1)..................     36,700              --
Stockholders' deficit:
  Common stock, $.01 par value, 20,000,000 shares
     authorized, 10,000,000 shares issued and outstanding;
               shares issued and outstanding, pro forma as
     adjusted...............................................        100
  Additional paid-in capital................................         --
  Warrants(1)...............................................      4,359           4,359
  Accumulated deficit.......................................    (15,956)
                                                               --------        --------
  Total stockholders' equity (deficit)......................    (11,497)
                                                               --------        --------
          Total capitalization..............................   $ 47,260        $
                                                               ========        ========
</TABLE>

---------------
(1) We issued Series A preferred stock with an initial liquidation preference of
    $40.0 million as part of units sold in September 1998. Each unit consisted
    of one share of Series A preferred stock, 7.75 initial warrants and 15
    contingent warrants, each warrant permitting the holder to purchase one
    share of common stock. We allocated a value of $4.65 million to the
    warrants, representing the portion of the purchase price of the units
    allocated to the initial warrants, less $0.3 million of the costs associated
    with the unit offering allocable to the initial warrants. A de minimis value
    was ascribed to the contingent warrants. No assurance can be given that the
    value allocated to the initial warrants will be indicative of the price at
    which the initial warrants may actually trade. We allocated costs of $2.2
    million associated with the unit offering to the Series A preferred stock.

                                       22
<PAGE>   24

                                    DILUTION

     Our pro forma net tangible book value at March 31, 1999, was approximately
$25.2 million, or $2.52 per share of common stock. Pro forma net tangible book
value per share represents the amount of our total tangible assets, meaning
total assets less intangible assets, reduced by our total liabilities, divided
by the number of shares of common stock outstanding.

     After giving effect to our sale of           shares of common stock in this
offering at an assumed initial public offering price of $          per share,
after deducting the underwriting discounts and commissions and our estimated
offering expenses of $     and applying our estimated net proceeds, our pro
forma net tangible book value as of March 31, 1999 would have been approximately
$          , or $          per share. This represents an immediate increase in
pro forma net tangible book value of $          per share to existing
stockholders and an immediate dilution of $          per share to new investors
purchasing shares in this offering. The following table illustrates this per
share dilution:

<TABLE>
<S>                                                           <C>
Assumed initial public offering price per share.............  $
Pro forma net tangible book value per share before this
  offering..................................................   2.52
Increase per share attributable to this offering............
                                                              -----
Pro forma net tangible book value per share after this
  offering..................................................
                                                              -----
Dilution per share to new investors.........................  $
                                                              =====
</TABLE>

     The following table summarizes, on the pro forma basis discussed above, as
of March 31, 1999, the total number of shares of common stock purchased from
Network Plus, the total consideration paid and the average consideration paid
per share by our existing stockholders and by the new investors at an assumed
initial public offering price of $     per share for shares purchased in this
offering, before deducting underwriting discounts and our estimated offering
expenses:

<TABLE>
<CAPTION>
                                           SHARES PURCHASED       TOTAL CONSIDERATION     AVERAGE
                                         ---------------------    -------------------    PRICE PER
                                           NUMBER      PERCENT    AMOUNT     PERCENT       SHARE
                                           ------      -------    ------     -------     ---------
<S>                                      <C>           <C>        <C>        <C>         <C>
Existing stockholders..................  10,000,000          %     $100             %      $.01
New investors
                                         ----------     -----      ----       ------       ----
          Total........................                 100.0%                $100.0%
                                         ==========     =====      ====       ======
</TABLE>

     The table above assumes no exercise of outstanding stock options and
excludes
shares of common stock subject to options outstanding under our stock plans and
               additional shares of common stock available for issuance under
those plans. The table above also assumes no exercise of the outstanding
warrants to purchase 315,000 shares of our common stock (or 369,540 shares if
this offering is not closed prior to August 15, 1999).

                                       23
<PAGE>   25

                      SELECTED CONSOLIDATED FINANCIAL DATA

     The following tables present summary consolidated financial data for the
years ended December 31, 1994 through 1998 and the three month periods ended
March 31, 1998 and 1999. The statement of operations, cash flow and balance
sheet data for the years ending December 31, 1995 through 1998 have been derived
from financial statements (including those set forth elsewhere in this
prospectus) that have been audited by PricewaterhouseCoopers LLP, independent
accountants. The statements of operations and cash flows for the year ended
December 31, 1994 and the three months ended March 31, 1998 and 1999 and the
balance sheet data as of December 31, 1994 and March 31, 1998 and 1999 are
derived from our unaudited consolidated financial statements and, in the opinion
of management, include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of our results of operations and
financial condition for those periods. The data for the three-month period ended
March 31, 1999 are not necessarily indicative of results for the year ending
December 31, 1999 or any future period. For periods prior to our formation in
July 1998, the financial data reflect the financial statements of Network Plus,
Inc., our wholly-owned subsidiary, as it was our sole operating entity.

<TABLE>
<CAPTION>
                                                                                           THREE MONTHS
                                                  YEAR ENDED DECEMBER 31,                 ENDED MARCH 31,
                                      ------------------------------------------------   -----------------
                                       1994      1995      1996      1997       1998      1998      1999
                                      -------   -------   -------   -------   --------   -------   -------
                                                                                            (UNAUDITED)
                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                   <C>       <C>       <C>       <C>       <C>        <C>       <C>
STATEMENTS OF OPERATIONS DATA:
  Revenue...........................  $30,754   $49,024   $75,135   $98,209   $105,545   $25,202   $33,581
  Costs of services.................   16,061    35,065    57,208    78,106     78,443    18,836    26,546
  Selling, general and
    administrative..................   11,631    17,697    19,230    25,704     29,426     5,544    10,716
  Depreciation and amortization.....      180       276       533       994      2,037       468       984
                                      -------   -------   -------   -------   --------   -------   -------
  Operating income (loss)...........    2,882    (4,014)   (1,836)   (6,595)    (4,361)      354    (4,665)
  Interest income...................       37       202        95        86        395         3       141
  Interest expense..................       (2)      (40)     (313)     (557)    (1,474)     (285)     (521)
  Other income, net.................      102     7,859     3,529     3,917        151        21        18
  Provision for income taxes........     (167)     (312)      (60)      (42)       906         9    (1,810)
                                      -------   -------   -------   -------   --------   -------   -------
  Net income (loss).................    2,852     3,695     1,415    (3,191)    (4,383)       84    (3,217)
                                      =======   =======   =======   =======   ========   =======   =======
  Preferred stock dividends and
    accretion.......................       --        --        --        --     (2,005)       --    (1,554)
Net income (loss) applicable to
  common stockholders...............  $ 2,852   $ 3,695   $ 1,415   $(3,191)  $ (6,388)  $    84   $(4,771)
                                      =======   =======   =======   =======   ========   =======   =======
Net income (loss) per share
  applicable to common
  stockholders --
  basic and diluted.................  $  0.29   $  0.37   $  0.14   $ (0.32)  $  (0.64)  $  0.01   $ (0.48)
                                      =======   =======   =======   =======   ========   =======   =======
Pro forma net income (loss) per
  share applicable to common
  stockholders --
  basic and diluted(1)..............  $  0.18   $  0.24   $  0.09   $ (0.21)  $  (0.54)  $  0.01   $ (0.48)
                                      =======   =======   =======   =======   ========   =======   =======
Weighted average shares
  outstanding --
  basic and diluted.................   10,000    10,000    10,000    10,000     10,000    10,000    10,000
                                      =======   =======   =======   =======   ========   =======   =======
</TABLE>

---------------
(1) Pro forma net income (loss) per share reflects an imputed corporate federal
    and state income tax charge for all periods prior to September 1998 when the
    Company was an S corporation and not subject to a corporate level income tax
    to enable a more meaningful presentation of net income (loss) from period to
    period.

                                       24
<PAGE>   26

<TABLE>
<CAPTION>
                                                                                           THREE MONTHS
                                                   YEAR ENDED DECEMBER 31,                ENDED MARCH 31,
                                       -----------------------------------------------   -----------------
                                        1994      1995      1996     1997       1998      1998      1999
                                       -------   -------   ------   -------   --------   -------   -------
                                                                                            (UNAUDITED)
                                                                 (IN THOUSANDS)
<S>                                    <C>       <C>       <C>      <C>       <C>        <C>       <C>
OTHER FINANCIAL DATA:
  Capital expenditures...............      813       860    2,135     3,363     10,919       230     6,601
  EBITDA(1)..........................    3,164     4,121    2,226    (1,684)    (2,173)      843    (3,663)
  Net cash provided by (used for)
    operating activities.............    1,904     2,463     (322)      184    (10,768)    2,476    (3,373)
  Net cash provided by (used for)
    investing activities.............      368      (184)    (644)   (6,924)    (1,402)     (230)   (9,101)
  Net cash provided by (used for)
    financing activities.............   (1,255)   (1,903)   1,596     6,004     22,800    (3,479)    3,855
  Ratio of earnings to combined fixed
    charges(2).......................     23.4x     20.4x     3.7x     (2.9)x     (0.4)x    (0.7)x    (3.2)x
</TABLE>

---------------
(1) EBITDA consists of net income (loss) before interest, income taxes,
    depreciation and amortization. We believe that EBITDA is a useful financial
    performance measure for comparing companies in the communications industry
    in terms of operating performance, leverage, and ability to incur and
    service debt. EBITDA provides an alternative measure of cash flow from
    operations. EBITDA should not be considered in isolation from, or as a
    substitute for, net income (loss), net cash provided by (used for) operating
    activities or other consolidated income or cash flow statement data
    presented in accordance with generally accepted accounting principles, or
    GAAP, or as a measure of profitability or liquidity. EBITDA does not reflect
    working capital changes and includes non-interest components of other income
    (expense), most of which are non-recurring. These items may be considered
    significant components in understanding and assessing our results of
    operations and cash flows. EBITDA may not be comparable to similarly titled
    amounts reported by other companies.

(2) For purposes of calculating the ratio of earnings to combined fixed charges,
    earnings represent net income (loss) before income taxes plus combined fixed
    charges. Combined fixed charges consist of interest expense, preferred stock
    dividends and accretion of issuance costs and discount, and the interest
    portion of operating lease rentals. Earnings were insufficient to cover
    combined fixed charges by $3.1 million in 1997 and $5.3 million in 1998.
    Earnings were insufficient to cover combined fixed charges by $263,000 for
    the first three months of 1998 and $7.3 million for the first three months
    of 1999.

                                       25
<PAGE>   27

<TABLE>
<CAPTION>
                                                                                       MARCH 31, 1999
                                                  DECEMBER 31,                     ----------------------
                                 -----------------------------------------------               PRO FORMA
                                  1994      1995      1996      1997      1998      ACTUAL    AS ADJUSTED
                                 -------   -------   -------   -------   -------   --------   -----------
                                                                                        (UNAUDITED)
                                                              (IN THOUSANDS)
<S>                              <C>       <C>       <C>       <C>       <C>       <C>        <C>
BALANCE SHEET DATA:
  Cash and cash equivalents....  $ 1,232   $ 1,673   $ 2,303   $ 1,567   $12,197   $  3,578
  Current assets...............    9,264    16,441    19,771    28,521    31,050     28,629
  Property and equipment,
    net........................    1,435     1,507     3,075     6,957    15,822     41,370      41,370
  Working capital..............    4,388     2,369     1,621    (3,128)   16,168        170
  Total assets.................   11,264    18,005    22,915    35,581    48,868     76,210
  Other long-term
    obligations(1).............       24        11       664     3,623     5,072     22,057      22,057
  Redeemable Series A preferred
    stock......................       --        --        --        --    35,146     36,700
  Total stockholders' equity
    (deficit)..................    2,117     3,922     4,101       309    (6,723)   (11,497)
</TABLE>

---------------
(1) Consists of long-term debt and capital lease obligations, long-term note
    payable to stockholder and other long-term liabilities.

     The pro forma as adjusted balance sheet data give effect to the redemption
of our Series A preferred stock and reflect the sale of           shares of
common stock in this offering, after deducting underwriting discounts and
commissions and estimated offering expenses.

                                       26
<PAGE>   28

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with Network Plus'
consolidated financial statements, the related notes and the other financial
information appearing elsewhere in this prospectus. In addition to historical
information, the following discussion and other parts of this prospectus contain
forward-looking information that involves risks and uncertainties. Network Plus'
actual results could differ materially from those anticipated by such
forward-looking information due to competitive factors, risks associated with
Network Plus' expansion plans and other factors discussed under "Risk Factors"
and elsewhere in this prospectus.

     For periods prior to our formation in July 1998, the financial data reflect
the financial statements of Network Plus, Inc., our wholly-owned subsidiary, as
it was our sole operating entity.

OVERVIEW

     We began operations in 1990 as an aggregator of AT&T long distance
services, reselling AT&T-branded products primarily to small and medium-sized
businesses. While we were an aggregator of AT&T services, our customers were
billed and serviced by AT&T. We derived profits through 1993 by obtaining volume
discounts on bulk purchases of long distance services from AT&T and passing
along a portion of these discounts to our customers.

     In 1993, we entered into an agreement with Sprint Communications Company
L.P. and in 1994 began to resell Sprint communications services. As a reseller
of Sprint, we began provisioning, servicing and billing customers under the
Network Plus name. Volume discounts offered by Sprint enabled us to offer
low-cost, high-quality, long distance services at favorable rates to our
customers. In addition, by servicing our own customers, we were better able to
meet their needs and control costs.

     In mid-1996, in addition to provisioning customer traffic onto Sprint's
network we initiated the deployment of our own long distance network. In so
doing, we began operating as a switch-based provider in certain states,
switching customer traffic on our own facilities -- which we refer to as on-net
traffic. We have also sold wholesale services for international traffic since
1997.

     Our decision to deploy switches was based on economic efficiencies
resulting from customer concentrations and traffic patterns. Installation of
telephony switches was completed in Quincy, Massachusetts in June 1996, Orlando
in November 1997, Chicago and Los Angeles in March 1999, Cambridge,
Massachusetts in April 1999 and New York City in May 1999. As a switch-based
provider, we are able to lower our direct transmission costs and improve
margins.

     In mid-1998, we entered into two 20-year indefeasible right-of-use
agreements pursuant to which we acquired 625 route miles of dark fiber optic
cable, consisting of 1,830 digital fiber miles. When fully deployed and
activated, this cable will form a redundant SONET ring connecting major markets
throughout New England and the New York metropolitan area, providing us with
significant transmission capacity.

     In 1998, we began offering off-net local exchange services in selected
markets, and in May 1999 we began reselling DSL services. Our strategic
initiatives include building out our local and digital subscriber line, or DSL,
network infrastructure and migrating these services on-net. These new services
require significant investments in network infrastructure and personnel,
including expenses to hire personnel and train new and existing members of our
sales force. We intend to continue to add services to maintain and enhance our
position as an integrated communications provider. We believe the expansion of
service offerings will improve customer retention and market share, while
simultaneously reducing overall transmission costs and improving margins.

                                       27
<PAGE>   29

     We sell our services through a direct sales force, an agency sales force
and an international wholesale sales force. As we expand our network facilities,
we intend to increase our sales force to approximately 250 members by year-end
1999. The investment in the sales force, the expansion of the existing network
and the addition of new and enhanced services will require significant
expenditures. We will incur a substantial portion of these expenses before we
realize related revenue. As we undertake these expansion plans and our revenue
base grows, we anticipate future periods of operating losses and negative cash
flows from operations.

RESULTS OF OPERATIONS

     The following table sets forth selected financial data as a percentage of
revenues for the periods indicated:

<TABLE>
<CAPTION>
                                                                             QUARTER ENDED
                                                  YEAR ENDED DECEMBER 31,      MARCH 31,
                                                  -----------------------    --------------
                                                  1996     1997     1998     1998     1999
                                                  -----    -----    -----    -----    -----
<S>                                               <C>      <C>      <C>      <C>      <C>
Revenue.........................................  100.0%   100.0%   100.0%   100.0%   100.0%
Cost of services................................   76.1     79.5     74.3     74.7     79.1
Selling, general and administrative.............   25.6     26.2     27.9     22.0     31.9
Depreciation and amortization...................    0.7      1.0      1.9      1.9      2.9
Operating income (loss).........................   (2.4)    (6.7)    (4.1)     1.4    (13.9)
Other income (expense), net.....................    4.4      3.5     (0.1)    (1.0)    (1.1)
Income (loss) before income taxes...............   (2.0)%   (3.2)%   (5.0)%    0.4%   (15.0)%
</TABLE>

COMPARISON OF QUARTERS ENDED MARCH 31, 1998 AND 1999

     REVENUE.  Revenue increased $8.4 million or 33% to $33.6 million for the
three months ended March 31, 1999 from $25.2 million for the same period in the
prior year. The increase was primarily due to a 32% increase in long distance
revenue, which comprised 92% of total revenue for the period, resulting from
services to new customers and increased revenue from existing customers. The
resale of local service contributed $2.4 million in revenue for the period,
representing 29% of the increase in total revenue for the period.

     COST OF SERVICES.  Cost of services increased $7.7 million or 41% to $26.5
million for the three months ended March 31, 1999 from $18.8 million for the
same period in the prior year. As a percentage of revenue, cost of services
increased to 79% for the three months ended March 31, 1999 from 75% for the
three months ended March 31, 1998. The increase was primarily due to the
increased volume of international wholesale traffic, which has higher
origination, transport and termination costs as compared to other long distance
traffic. We expect the percentage of long distance traffic associated with
international traffic to decrease and, consequently, the cost of long distance
traffic to decrease.

     SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses increased $5.2 million or 93% to $10.7 million for the three months
ended March 31, 1999 from $5.5 million for the same period in the prior year. As
a percentage of revenue, selling, general and administrative expenses increased
to 32% for the three months ended March 31, 1999 from 22% for the three months
ended March 31, 1998. We employed 397 people at March 31, 1999, compared with
200 at March 31, 1998, resulting in a 99% increase in payroll and related
expenses. The sales organization increased by 119 people for the period, and we
added 35 people to support the build-out of our local network. Other selling,
general and administrative expenses increased as a result of our growth in
revenue and the expansion of the infrastructure to support future growth.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization increased
$516,000 or 110% to $984,000 for the three months ended March 31, 1999 from
$468,000 for the same period in

                                       28
<PAGE>   30

the prior year. The increase is primarily due to additional computer and
telecommunications equipment to support our network expansion. We expect the
depreciation and amortization expense to increase as we bring our current local
network projects on-line and as we make additional investments in our network
and operational infrastructure.

     INTEREST.  Interest expense net of interest income increased $98,000 or 35%
to $380,000 for the three months ended March 31, 1999 from $282,000 for the same
period in the prior year. The increase is primarily due to interest paid on our
capital lease obligations.

     INCOME TAXES.  In September 1998, we converted from an S corporation to a C
corporation. As a result, we received a $1.8 million tax benefit for the losses
incurred for the three months ended March 31, 1999. Prior to conversion, income
taxes were provided solely for state tax purposes totaling $9,000 for the three
months ended March 31, 1998.

     NET INCOME (LOSS) AND NET INCOME (LOSS) APPLICABLE TO COMMON
STOCKHOLDERS.  As a result of the increases in revenue, operating expenses,
depreciation and amortization, and net interest expense noted above, we incurred
a net loss of $3.2 million for the three months ended March 31, 1999, compared
with net income of $84,000 for the three months ended March 31, 1998.

     For the three months ended March 31, 1999, we accrued preferred stock
dividends of $1.4 million and accretion of offering expenses and discount of
$143,000 on the Series A preferred stock. The resulting net loss applicable to
common stockholders in the three months ended March 31, 1999 was $4.8 million.

     EBITDA.  EBITDA was negative $3.7 million for the three months ended March
31, 1999 compared to $843,000 for the three months ended March 31, 1998. This
decline was due to the changes in revenue, network development, operations and
selling, general and administrative expenses discussed above.

COMPARISON OF 1997 AND 1998

     REVENUE.  Revenue increased 7.5% to $105.5 million for 1998 from $98.2
million for 1997. Revenue for 1997 included approximately $12.6 million from two
customers with whom we did not do business in 1998. Exclusive of the revenue
from these two former customers, revenue increased by 23.2% from period to
period. The components of revenue in each year reflect our initiative to become
a network-based services provider. In 1998, the revenue amounts also reflect the
impact on sales of diverting financial, management and training resources
towards the introduction of our local services. In 1998, on-net revenue and
on-net billed customer minutes were 63.1% and 54.2%, respectively, of total
revenue and minutes, as compared to 40.2% and 21.2%, respectively, in 1997.

     COSTS OF SERVICES.  Costs of services for 1998 totaled $78.4 million, an
increase of 0.4% from the $78.1 million incurred in the corresponding period in
1997. As a percentage of revenue, costs of services decreased to 74.3% in 1998
from 79.5% in 1997, reflecting the increase in on-net traffic, the reduced costs
of carrying off-net traffic and a reduction in costs of originating and
terminating traffic. Costs of originating and terminating traffic have declined
in part as a result of provisions mandated by the Telecommunications Act of
1996. Finally, increased competition in the long distance communications
industry resulted in slightly lower pricing and margins in 1998, as compared to
1997.

     SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses increased by 14.5% to $29.4 million for 1998 from $25.7 million for
1997, and increased as a percentage of revenue to 27.9% from 26.2% for the
corresponding periods. Within selling, general and administrative expenses, the
largest component is personnel and related expenses, which combines all wages
and salaries, along with commissions earned by our sales force. These expenses
increased by 26.3% from 1997 to 1998, reflecting an increase in the number of

                                       29
<PAGE>   31

employees. In April 1998, we commenced our initiative to expand our 96-member
sales force, and as of December 31, 1998 we had approximately doubled the size
of the sales force. Other expenses within selling, general and administrative
expenses increased as a result of our ongoing growth.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization increased to
$2.0 million for 1998 from $1.0 million for 1997, reflecting our network build
out and capital additions for our internal computer systems.

     INTEREST.  Interest expense, net of interest income, increased to $1.1
million for 1998 from $471,000 for 1997. This increase resulted from interest on
capital leases entered into in the latter half of 1997 to finance network
additions and internal computer systems, interest incurred related to notes
payable entered into in December 1997, and additional interest related to higher
levels of revolving credit borrowings in 1998, offset somewhat by interest
earned on investments during the fourth quarter of 1998.

     OTHER INCOME (EXPENSE).  Other income totaled $151,000 in 1998 and $3.9
million in 1997. The $3.9 million in 1997 principally related to warrants.

     In 1995, we transferred certain customers to whom we provided long distance
and toll-free communications services pursuant to certain AT&T resale contracts
to Tel-Save Holdings, Inc. Concurrent with the transfer, our obligations to AT&T
under the AT&T contracts were terminated without obligation or liability on our
part. Prior to the time of this transaction, there was no value recorded in the
financial statements related to these customers. In consideration of the
transfer, we received four separate warrants to purchase a total of 1,365,000
shares of Tel-Save common stock at an exercise price of $4.67 per share (after
reflecting stock splits through December 31, 1997). Each warrant vested
separately based on the retail revenue generated by Tel-Save with respect to the
transferred customers, which had to exceed specified levels for three
consecutive months. The warrants expired at various dates through 1997. In
addition to the warrant agreements, we were subject to a voting rights agreement
whereby Tel-Save retained the right to hold and vote the stock until we informed
Tel-Save that we wished to sell the stock. Upon receiving such notice from us,
Tel-Save was obligated either to purchase the stock at the price offered by us
or, alternatively, to deliver the common stock certificates to us.

     In 1996, we met the vesting requirements with respect to the first three
warrants. We met the vesting requirement for the first warrant at the end of the
third quarter of 1996, entitling us to purchase 600,000 shares of Tel-Save
common stock. We exercised this warrant and sold the related common stock, which
had previously been registered with the SEC, resulting in net proceeds and other
income of $1.4 million in the third quarter of 1996.

     We met the vesting requirements with respect to the second and third
warrants in November 1996. The second warrant entitled us to purchase 300,000
shares of Tel-Save common stock prior to January 8, 1997. The third warrant
entitled us to purchase 150,000 shares of Tel-Save common stock prior to June
10, 1997. We valued warrants upon vesting at approximately $2.1 million using
the Black-Scholes valuation model. The significant assumptions in the valuation
model were an interest rate of 5.1%, warrant lives reflecting the respective
expiration periods, expected volatility of 50% and no dividend rate. At December
31, 1996, we had not yet exercised the warrants and we classified them as
investments. The value of the warrants at December 31, 1996 was the fair value
recorded by us at the date of vesting. We recognized other income of $2.1
million related to the second and third warrants in the fourth quarter of 1996.
On January 6, 1997, we exercised the second and third warrants and paid Tel-
Save the total exercise price of $2.1 million.

     We met the vesting requirement with respect to the fourth warrant in June
1997, entitling us to purchase 315,000 shares of Tel-Save common stock. We
valued the fourth warrant upon vesting at approximately $3.4 million using
Black-Scholes valuation model. The significant

                                       30
<PAGE>   32

assumptions in the valuation model were an interest rate of 5.1%, a warrant life
reflecting the June 1997 expiration period, expected volatility of 50% and no
dividend rate. On June 4, 1997, we exercised the warrant, paid Tel-Save the
exercise price of $1.5 million and recorded other income of approximately $3.4
million.

     On November 7, 1997, Tel-Save filed a registration statement with the SEC,
listing us as a selling shareholder with respect to 765,000 shares (the total
shares purchased by us, after reflecting stock splits, under the second, third
and fourth warrants). Following the registration of the common stock, we
intended to immediately sell the shares of Tel-Save, which had a market value of
approximately $16.6 million at that date, as we had done previously with respect
to the shares acquired upon exercise of the first warrant. Accordingly, all
activities necessary for the transfer of the certificates were completed and we
issued a demand to Tel-Save for the common stock certificates or, alternatively,
requested that Tel-Save purchase the shares. Throughout the remainder of the
fourth quarter, Tel-Save refused to deliver the common stock certificates to us.

     In order to take physical possession of the Tel-Save common stock
certificates, we filed a lawsuit against Tel-Save in January 1998. On June 24,
1998, the parties signed a settlement agreement pursuant to which we received a
total of $9.5 million from Tel-Save. As part of the settlement, all 765,000
shares were either returned to or repurchased by Tel-Save. Following the June
1998 settlement, there are no continuing obligations between the parties.
Accordingly, we valued our investment in Tel-Save at December 31, 1997 at the
final negotiated payment. This settlement resulted in approximately $422,000 of
other income, recorded in the fourth quarter of 1997.

     INCOME TAXES.  In 1998, net income tax credits of $906,000 were recorded.
In September 1998, we converted from an S corporation to a C corporation, and a
$480,000 provision for deferred taxes was recorded to reflect the change in
status. Offsetting this provision were tax credits recorded at statutory rates
for both federal and state taxes. Prior to conversion, income taxes were
provided solely for state tax purposes. State income taxes in 1997 totaled
$42,000.

     NET INCOME (LOSS) AND NET INCOME (LOSS) APPLICABLE TO COMMON
STOCKHOLDERS.  As a result of the increases in revenue, operating expenses,
depreciation and amortization, and net interest expense noted above, we incurred
a net loss of $4.4 million in 1998, compared to a net loss of $3.2 million in
1997.

     In 1998, we accrued dividends to be paid in the form of additional shares
of Series A preferred stock totaling $1.8 million and recorded $191,000 of
accretion of offering expenses and discount on this preferred stock. The
resulting net loss applicable to common stockholders in 1998 was $6.4 million.

     EBITDA.  EBITDA decreased to negative $2.2 million for 1998 from negative
$1.7 million for 1997. This decline was due to income in 1997 related to the
Tel-Save warrants, offset by increases resulting from changes in revenues,
network development, operations and selling, general and administrative expenses
discussed above.

COMPARISON OF 1996 AND 1997

     REVENUE.  Revenue increased by 30.7% to $98.2 million in 1997 from $75.1
million in 1996, primarily related to an increase in our customer base. Our
customers totaled approximately 30,000 at the end of 1997 and 19,000 at the end
of 1996. Revenue in 1996 also included approximately $1.8 million related to the
amortization of credits received through AT&T sales promotions on three-year
contracts that were fully amortized by year end 1996.

     COSTS OF SERVICES.  Costs of services increased to $78.1 million in 1997
from $57.2 million in 1996, a 36.5% increase, and increased as a percentage of
revenue to 79.5% in 1997 from 76.1% in 1996.

                                       31
<PAGE>   33

     The increase as a percentage of revenue resulted from several factors.
Revenue in 1996 included $1.8 million of nonrecurring revenue derived from the
amortization of the AT&T credits described above. In mid-1996, we began to
operate our own network, incurring start up costs related to investment in these
facilities. The first network switch, deployed in Quincy, Massachusetts in June
1996, did not begin to carry any significant traffic until late 1996. A second
switch, deployed in Orlando in November 1997, did not carry any significant
traffic in 1997. In 1997, we began to transmit international wholesale traffic
through the Quincy switch. International wholesale traffic generates margins
significantly below domestic on-net traffic. In addition, initiatives undertaken
to provision existing customer traffic from off-net to on-net generally did not
commence until the latter part of 1997 and, consequently, the improved
percentages generated by on-net traffic did not significantly impact the results
for the year. Finally, increased competition in the long distance communications
industry resulted in slightly lower pricing and margins in 1997, as compared to
1996.

     SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses increased by 33.7% to $25.7 million in 1997 from $19.2 million in 1996,
and increased as a percentage of revenue to 26.2% in 1997 from 25.6% in 1996.
Personnel and related expenses, the largest component of selling, general and
administrative expenses, decreased by 1.5% from 1996 to 1997. A decrease in the
direct sales force was principally offset by an expansion of administrative
services, including customer service and provisioning personnel, to support the
revenue growth. We added sales offices in 1997 in conjunction with the November
1997 deployment of our switch in Orlando. Other selling, general and
administrative expenses also increased as a result of the revenue and personnel
growth, including rent and utilities for additional offices and commissions paid
to independent marketing representatives. The provision for doubtful accounts
increased by $3.0 million in 1997 from 1996, principally related to two former
customers and an increase in the estimate of the bad debt reserve proportionate
to the increase in revenue. In November 1997, we fully provided for the
receivables from these two former customers. We ceased our relationship with one
of these customers based upon diminishing payment experience and the customer's
inability to provide worthy collateral. Subsequently, this former customer
ceased operations. The other customer's receivable was fully reserved when a
collection arrangement was not honored and additional disputes arose.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization expense
increased to $994,000 in 1997 from $533,000 in 1996 as a result of capital
additions for our network build-out and internal computer systems. We
significantly upgraded our internal computer hardware in November 1997. Future
depreciation expense will increase as assets related to our network expansion
plans are placed into service.

     In August 1997, upon review of our experience and expectations for upgrades
and replacement of equipment, including information gathered during the process
of financing such equipment, we changed our estimate of the useful life of our
switching equipment from 12 years to 5 years. We also reviewed publicly
available industry data on communications equipment, which confirmed that the
estimate of useful lives of our communications equipment, which was entirely
switching equipment at that time, reasonably approximated 5 years. We also
assessed that there had been no significant decline in the market value of our
switching equipment since purchased and that the market value exceeded the net
book value of the equipment at the time of the change in estimate. This was
confirmed by our ability to enter into a sale and leaseback of the switches for
the approximate book value, completed at the same time as the change in
estimate.

     Depreciation expense in 1997 was approximately $114,000 less than what
would have otherwise been reported had the change been previously made.

     INTEREST.  Interest expense, net of interest income, increased from
$218,000 in 1996 to $471,000 in 1997. This interest relates to a higher level of
revolving credit borrowings in 1997,

                                       32
<PAGE>   34

interest on capital leases entered into in the latter half of 1997 and interest
incurred related to notes payable entered into in December 1997.

     OTHER INCOME (EXPENSE).  Other income totaled $3.9 million in 1997 and $3.5
million in 1996, both principally related to the Tel-Save warrants described
above.

     NET LOSS.  As a result of the aforementioned increases in revenue,
operating expenses, depreciation and amortization, interest income and expense,
we incurred a net loss of $3.2 million for 1997, compared to net income of $1.4
million for 1996.

     EBITDA.  EBITDA was negative $1.7 million for 1997 compared to positive
$2.2 million for 1996. This decline was due to the changes in revenue, network
development, operations and selling, general and administrative expenses and
other income discussed above.

QUARTERLY RESULTS

     The following tables set forth certain unaudited financial data of Network
Plus for each of the quarters in 1997 and 1998 and for the first quarter of
1999. This information has been derived from unaudited financial statements
that, in the opinion of management, reflect all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of this
quarterly information. The operating results for any quarter are not necessarily
indicative of results to be expected for any future period. Income taxes are
included in other income (expense), net.

<TABLE>
<CAPTION>
                                                          QUARTER ENDED
                                           MARCH 31,   JUNE 30,   SEPT. 30,   DEC. 31,
                                             1997        1997       1997        1997
                                           ---------   --------   ---------   --------
                                                           (UNAUDITED)
                                                         (IN THOUSANDS)
<S>                                        <C>         <C>        <C>         <C>        <C>
Revenue..................................   $24,740    $24,641     $24,540    $24,288
Costs of services........................    19,110     19,330      19,753     19,913
Selling, general and administrative......     5,127      5,440       5,803      9,334
Depreciation and amortization............       156        168         257        413
                                            -------    -------     -------    -------
Operating income (loss)..................       347       (297)     (1,273)    (5,372)
Interest income..........................        22         38          17          9
Interest expense.........................       (83)       (94)       (153)      (227)
Other income (expense), net..............        (9)     3,436          18        430
                                            -------    -------     -------    -------
Net income (loss)........................   $   277    $ 3,083     $(1,391)   $(5,160)
                                            =======    =======     =======    =======
</TABLE>

<TABLE>
<CAPTION>
                                                                QUARTER ENDED
                                           MARCH 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MARCH 31,
                                             1998        1998       1998        1998       1999
                                           ---------   --------   ---------   --------   ---------
                                                                 (UNAUDITED)
                                                               (IN THOUSANDS)
<S>                                        <C>         <C>        <C>         <C>        <C>
Revenue..................................   $25,202    $27,103     $27,283    $25,957     $33,581
Costs of services........................    18,836     19,992      20,406     19,209      26,546
Selling, general and administrative......     5,544      6,391       8,164      9,327      10,716
Depreciation and amortization............       468        483         498        588         984
                                            -------    -------     -------    -------     -------
Operating income (loss)..................       354        237      (1,785)    (3,167)     (4,665)
Interest income..........................         3          9          50        333         141
Interest expense.........................      (285)      (293)       (203)      (693)       (521)
Other income (expense), net..............        12       (109)       (264)     1,418       1,828
                                            -------    -------     -------    -------     -------
Net income (loss)........................   $    84    $  (156)    $(2,202)   $(2,109)    $(3,217)
                                            =======    =======     =======    =======     =======
</TABLE>

                                       33
<PAGE>   35

     We could experience quarterly variations in revenue and operating income as
a result of many factors, including:

     - the introduction of new services by us

     - actions taken by competitors

     - the timing of the acquisition or loss of customers

     - the timing of additional selling, general and administrative expenses
       incurred to acquire and support new or additional business

     - changes in our revenue mix among our various service offerings.

Many of the factors that could cause such variations are outside of our control.
We plan our operating expenditures based on revenue forecasts, and a revenue
shortfall below such forecasts in any quarter could adversely affect our
operating results for that quarter.

LIQUIDITY AND CAPITAL RESOURCES

     Prior to 1994, we operated solely as an aggregator of AT&T services and
funded our growth principally with cash provided from operating activities. In
1994, we became a reseller of Sprint services, requiring additional funding to
support the development of an infrastructure to support provisioning, billing
and servicing of customers billed under the Network Plus name. We financed cash
requirements in 1994 and 1995 primarily by cash credits received in 1993 and
1994 under AT&T promotions and by transfers of AT&T contracts and customers to
other communications companies in 1995.

     In 1996, we further expanded our infrastructure and began to deploy our own
network. To support 1996 cash requirements, we entered into a $7.0 million
revolving credit agreement and $1.0 million term loan with a bank to allow for
our initial purchase of network facilities, and entered into a financing
transaction involving the sale and lease back of the Quincy switch. Cash flows
in 1996 were supplemented by the exercise of Tel-Save warrants and the
subsequent sale of the underlying common stock.

     In 1997, we continued to expand our network and infrastructure. In
addition, we expended $3.6 million to exercise additional warrants for common
stock of Tel-Save. We met cash needs in 1997 through the addition of capital
leases, including a financing transaction involving the sale and lease back of
our Quincy, Massachusetts and Orlando switches, the use of a revolving credit
facility, the refinancing of a portion of our accounts payable to Sprint into a
short-term promissory note and receipt of loans totaling $1.8 million from our
stockholders. In May 1998, we entered into a $23.0 million revolving credit
agreement with Fleet. Borrowings under this line were used to repay the Sprint
note and the stockholder loan.

     In September 1998, we issued 40,000 units consisting of shares of 13.5%
Series A Cumulative Preferred Stock due 2009 and warrants, resulting in net
proceeds to us of $37.5 million. The proceeds were used to repay all amounts
owed under the May 1998 Fleet revolving credit facility, and the excess funds
were invested in cash equivalents.

     In October 1998, we entered into a loan agreement with Goldman Sachs Credit
Partners L.P. and Fleet. This revolving credit facility has a term of 18 months
and is secured by our assets. Up to $60.0 million is available based upon
formulas using accounts receivables and cash receipts. Interest is payable
monthly at one percent above the prime rate. This facility requires us, among
other things, to meet minimum levels of revenues and EBITDA and debt to revenue
ratios. Other than draw-downs utilized to cover closing costs, which we
immediately repaid, we did not utilize this facility in 1998 or in the first
quarter of 1999. As of May 25, 1999, we had borrowed $5.0 million under this
line and had $42.9 million of available borrowings.

                                       34
<PAGE>   36

     In December 1998, we received an $81.0 million commitment for equipment
lease financing for communications equipment to be acquired through December 31,
1999. Depending on the type of equipment, the lease term will either be for
three or five years. All of the leases to be entered into will contain bargain
purchase options upon conclusion of the lease term. We entered into leases as of
March 31, 1999 totaling $28.4 million, which included $4.4 million for the
refinancing of previously existing leases. We currently expect to fully utilize
the available leasing facility during 1999.

     Prior to the 1998 Series A preferred stock and warrant offering, we were an
S corporation and, as a result, did not pay corporate federal income taxes.
Instead, our stockholders were liable for their share of taxes in respect of our
taxable income. We had similar tax status in certain states that recognize S
corporation status. Accordingly, in each year prior to 1998 and for the 1998
period prior to September 1998 we distributed to our stockholders cash in
amounts sufficient to enable them to pay federal and state taxes on the portion
of our income attributable to the stockholders plus related tax preparation
expenses. For the years ended December 31, 1996, 1997, and 1998, and 1999 to
date, we distributed an aggregate of $1.2 million, $601,000, $5.0 million and
$3,000, respectively, to our stockholders, which amounts include tax
distributions.

     Total assets were $76.2 million at March 31, 1999 compared to $48.9 million
at December 31, 1998 and $35.6 million at December 31, 1997. Cash and cash
equivalents were $3.6 million at March 31, 1999 compared to $12.2 million at
December 31, 1998 and $1.6 million at December 31, 1997. The decrease from
December 31, 1998 is primarily attributable to cash used in operating activities
of $3.4 million, capital expenditures of $6.6 million, including $2.2 million
that was not financed under our equipment lease line, and an investment in
NorthPoint of $2.5 million. Net cash used in operating activities was $10.8
million during 1998, and net cash provided by operating activities was $184,000
during 1997. Capital expenditures were $10.9 million during 1998 and $3.4
million during 1997.

     Our strategic initiatives include the deployment of additional local and
long distance switches, the co-location of network equipment, the offering of
new services such as local exchange and data services, the expansion of our
sales force and other personnel, and significant investment in our information
technology systems. These initiatives will require a substantial amount of
capital for the installation of network switches and related equipment, fiber,
personnel additions and funding of operating losses and working capital.

     Our ability to meet our projected growth is dependent upon the availability
of capital resources. We estimate that, for the remaining three quarters of
1999, capital required to fund expansion of our infrastructure and services and
negative cash flows from operations will be approximately $160 million. We
believe that our current cash resources, revolving credit and lease financing
availability and proceeds from this offering will be sufficient to fund our cash
requirements through year-end 1999. To continue the anticipated expansion of our
network infrastructure in the year 2000, including the addition of approximately
120 co-locations and three switches, and to fund negative cash flows from
operations during 2000, we will require approximately $150 million of additional
capital. We anticipate that we will be able to obtain this additional capital
through vendor financing and a new credit facility. There can be no assurance
that additional financing will be available to us or, if available, that it can
be obtained on a timely basis, on terms acceptable to us, and within the
limitations contained in our commercial lending agreements. Failure to obtain
such financing could result in the delay or abandonment of certain of our
development and expansion plans and could have a material adverse effect on us.
Furthermore, there can be no assurance that actual capital needs and
expenditures will not be significantly higher than our current estimates. In the
event the Company is unable to raise sufficient or any additional capital, the
Company intends to scale back and delay its anticipated network and operational
infrastructure expansion and seek additional financing from existing vendors and
commercial lenders or through the issuance of debt or equity securities. The
                                       35
<PAGE>   37

Company believes that it will be able to finance its operations under these
circumstances through at least June 2000.

RECENTLY ISSUED ACCOUNTING STANDARD

     In June 1998, Statement of Financial Accounting Standard No. 133, or SFAS
133, "Accounting for Derivative Instruments and Hedging Activities", was issued,
which establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. This statement is effective for the quarters in our fiscal
year 2000. Had we implemented SFAS 133 in the current period, financial position
and results of operations would not have been affected.

IMPACT OF YEAR 2000

     Many computer systems experience problems handling dates beyond the year
1999. Therefore, some computer hardware and software will need to be modified
prior to the year 2000 in order to remain functional. We have developed our
LOGOS operational support system with the year 2000 in mind, thus minimizing its
impact. We have substantially completed the process of evaluating and
implementing year 2000 compliance among our software applications and system
components, and believe that these will be materially compliant by June 30,
1999. The cost of making these applications and systems year 2000 compliant has
not been material and has primarily been related to expanding the feature and
function set of our general business systems. Based on our present estimates for
further expenditures of both employee time and expenses to address year 2000
issues, we do not expect these expenditures to have a material impact on our
operations and cash flows. We will expense all expenditures as incurred and not
expected to have a significant impact on our ongoing results of operations.

     We have also undertaken a formal survey of the year 2000 compliance status
of equipment provided to us by our suppliers, and we believe that such equipment
is year 2000 compliant based on responses received to date. However, if the
hardware or software comprising our network elements acquired from third-party
vendors, the software applications of the long distance carriers, local exchange
carriers or others on whose services we depend or with whom our systems
interface, or the software applications of other suppliers, are not year 2000
compliant, it could affect our systems. This, in turn, could have a material
adverse effect on us.

     Based on our assessments to date, we believe that we will not experience
any material disruption as a result of year 2000 issues in internal processes,
information processing or interfacing with key customers, or with processing
orders and billing. We have developed contingency plans, which our management
believes can be successfully implemented, if required, to address potential year
2000 issues in our internal processes. There can be no assurance, however, that
we will not incur significant unanticipated costs in achieving year 2000
compliance or that year 2000 issues will not have a material adverse effect on
our business, results of operations and financial condition.

                                       36
<PAGE>   38

                                    BUSINESS

OVERVIEW

     Network Plus is a network-based communications provider offering broadband
data and telecommunications services. Our bundled product offerings include
local and long distance services, as well as enhanced, high-speed data and
Internet services, primarily utilizing digital subscriber line, or DSL,
technology. Since 1990, we have targeted small and medium-sized business
customers located in major markets in the northeastern and southeastern regions
of the United States. As of May 15, 1999, we served approximately 40,000
customers representing in excess of 200,000 access lines. We had total revenue
of $105.5 million in 1998 and $33.6 million in the first quarter of 1999,
substantially all of which was attributable to the sale of long distance
services. We commenced offering local services in September 1998 and DSL
services in May 1999.

BUSINESS STRATEGY

     We have an aggressive growth strategy to become the provider of choice
offering one-stop communications solutions to customers in our target markets.
Our future success will depend upon our ability to implement this strategy. We
believe that our nine-year operating history, existing customer base and
substantial in-region experience will enable us to effectively implement our
growth strategy, which includes the following:

  BE A ONE-STOP COMMUNICATIONS PROVIDER

     A key to our growth will be the implementation of a marketing and operating
plan that emphasizes our complete suite of broadband data and telecommunications
services on a bundled and individual basis. To a large extent, the customers we
target have not previously had the opportunity to purchase bundled services from
a single provider, and we believe that they will prefer one source for all of
their communications requirements. We intend to invoice these services on a
single bill and provide a single point of contact for customer service, product
inquiries, repairs and billing questions.

     We believe that our ability to provide one-stop communications services,
including long distance and local service as well as data and Internet services,
will enable us to better meet the needs of our customers, penetrate our target
markets, capture a larger portion of our customers' total expenditures on
communications services and increase customer retention. In addition, we believe
that our cost structure will allow us to offer local, long distance, Internet,
data, including DSL, and other enhanced services at a bundled price that may be
lower than the price of purchasing those services separately.

  TARGET UNDERSERVED MARKETS WITH A SUPER-REGIONAL FOCUS

     We intend to continue targeting small and medium-sized businesses in the
northeastern and southeastern regions of the United States, our primary services
areas. We seek to be among the first to market integrated communications
services in many of our markets, including small and medium-sized communities in
which there is relatively little competition to the incumbent local exchange
carriers. We believe that the northeast and southeast are particularly
attractive due to a number of factors, including the population density in the
northeast, the large number of rapidly growing metropolitan clusters in the
southeast, and the relatively small number of significant competitors to the
incumbent local exchange carriers. In addition, we believe that small and
medium-sized businesses have been underserved by our large competitors with
respect to customer service, and that our emphasis on customer support and
satisfaction provides us with a significant competitive advantage.

                                       37
<PAGE>   39

  CROSS-SELL LOCAL AND DATA SERVICES TO OUR EXISTING CUSTOMERS

     We have ongoing relationships with approximately 40,000 customers
representing in excess of 200,000 access lines and 30,000 toll free numbers. In
1998, we had total revenue of $105.5 million, substantially all of which was
generated from our customers' long distance traffic. We believe that our ongoing
customer relationships, focus on customer care and competitive prices for our
bundled services will provide us with a significant opportunity to cross-sell
local, DSL and other data services to our existing customers.

  BUILD A CAPITAL EFFICIENT NETWORK INFRASTRUCTURE

     Our strategy is to expand our network where economically justifiable,
better match our capital commitment to the onset of revenue-generating
activities and generate cash flow quickly. We believe that this strategy will
result in higher long-term operating margins, greater control of our network and
enhance service quality. As part of this strategy, we try to build a geographic
concentration of customers through the resale of communications services and
then build, acquire or extend our network to serve those customers. As we expand
our infrastructure with fiber, switches and co-locations, we will increase the
portion of our revenue that is carried on our network. We pursued this network
build strategy in the long distance marketplace and deployed our first long
distance switch in Quincy, Massachusetts in June 1996. During April 1999,
approximately 65% of our long distance minute traffic was carried on our own
network, and we expect that percentage to increase to 80% by year-end 1999.

     An important element of our local and DSL network strategy is to build our
network to take advantage of our customer base and sales office coverage in the
northeastern and southeastern regions of the United States. All of the
approximately 220 co-locations that we expect to have operational by the end of
2000 will be within the service areas of our existing or planned sales offices.
As our local and DSL network extends geographically, we will move resold local
and DSL customers onto, and connect new customers directly to, our network.

 ACQUIRE AND RETAIN MARKET SHARE THROUGH OUR SALES FORCE AND CUSTOMER SERVICE

     We intend to expand our sales force to approximately 250 members by
year-end 1999 to acquire and support a growing customer base. Once we obtain a
customer, we focus on providing superior customer service. We believe that our
sales and customer services processes have resulted in a customer retention rate
that is higher than many of our competitors and differentiates us as a
customer-focused communications provider, giving us a competitive advantage.

     We provide customer service 24 hours per day, 365 days per year. We
estimate that our customer service representatives answer incoming calls in less
than 30 seconds, on average. We also provide each customer with personalized
service through a single point of contact for all product inquiries, repair
needs and billing questions which we believe will increase customer
satisfaction.

     We provide incentives to our sales and customer support personnel through a
compensation structure that is designed to promote a high level of ongoing
customer care and retention. It also ensures that our sales staff remains
actively involved in the customer service process.

  LEVERAGE OUR CUSTOM-DESIGNED BACK OFFICE SYSTEMS

     We are currently in the final stages of developing and testing a
custom-designed operational support system, which we refer to as LOGOS. We
designed LOGOS to shorten the time between a customer order and service
installation, reduce overhead costs and enable us to provide

                                       38
<PAGE>   40

superior customer service. We believe that when fully deployed LOGOS will
enhance our productivity and service quality and provide us with a significant
competitive advantage through:

     - automating most of the processes involved in moving a customer onto our
       network

     - enabling single-call resolution of most customer inquiries

     - providing each of our departments with a universal view of all
       provisioning, billing, customer service, trouble ticket and collections
       activities for each customer

     - enabling customized service offerings, pricing and invoice formatting for
       each customer.

     Our operational support system also provides our management with timely
operational and financial data to more efficiently direct network, sales and
customer service resources. In addition, when we establish electronic bonding,
the electronic exchange of data, with incumbent local exchange carriers, we will
achieve "flow-through" provisioning, which will reduce the time necessary to
order unbundled network elements and enhance the quality control of the ordering
process.

  EXPAND THROUGH STRATEGIC ACQUISITIONS AND ALLIANCES

     As part of our expansion strategy, we plan to consider strategic
acquisitions of and alliances with related or complementary businesses. We
believe that strategic acquisitions and alliances with related or complementary
businesses may enable us to more rapidly expand by adding new customers and
services as well as acquiring additional experienced employees. These
acquisitions and alliances could be funded by cash, bank financing or the
issuance of debt or equity securities. We continuously evaluate and often engage
in discussions regarding various acquisition and alliance opportunities, but are
not currently a party to any agreement for a material acquisition or alliance.

  LEVERAGE THE EXPERIENCE OF OUR MANAGEMENT TEAM

     Our management team has significant experience in the communications
industry in general, and, in particular, in the critical functions of network
operations, sales and marketing, back office and operational support systems,
finance and customer service. Our management team has an average of
approximately 12 years of experience in the communications industry. We believe
that the quality, experience and teamwork of our management team will be
critical factors in the implementation of our growth strategy.

MARKET OPPORTUNITY

     We believe that the Telecommunications Act of 1996 and certain state
regulatory initiatives provide increased opportunities in the telecommunications
marketplace by opening local markets to competition and requiring incumbent
local exchange carriers to provide increased direct interconnection to their
competitors. According to the FCC, in 1997 the total revenues for the
telecommunications industry amounted to approximately $230.0 billion, of which
approximately $130.0 billion was local service and approximately $100.0 billion
was long distance.

     A number of important trends are reshaping the U.S. communications
industry, creating substantial market opportunity. These trends include:

     - increasing customer demand for high-speed broadband data services, such
       as Internet access and transport and personal computer-based applications

     - the emergence of electronic commerce

     - continued consolidation among service providers to broaden their service
       offerings and technical capabilities.

                                       39
<PAGE>   41

     By leveraging customer relationships and bundling service offerings,
competitive local exchange carriers have begun to exploit a variety of
opportunities, including high-speed Internet access and transport, DSL,
local-area and wide-area network connectivity, managed network services, virtual
private networks, remote access and electronic commerce services. We believe
that new entrants have an excellent opportunity to establish themselves as
leading providers of such value-added services.

     High-speed data services and Internet connectivity have become important to
business due to the dramatic increase in Internet usage and the proliferation of
personal computer and Internet Protocol-based applications. According to
International Data Corporation, an independent telecommunications and technology
research company, the number of Internet users worldwide reached approximately
142 million in 1998 and is forecasted to grow to approximately 502 million by
2003. The popularity of the Internet with consumers has also driven the rapid
growth in exploiting the Internet as a commercial medium, as businesses
establish websites, corporate intranets and extranets and implement electronic
commerce applications to expand their customer reach and improve their
communications efficiency.

THE IMPORTANCE OF DSL TECHNOLOGY

     We believe that DSL technology is uniquely suited to meet the high-speed
data transport needs of our targeted small and medium-sized business customers.
DSL technology reduces the bottleneck in the transport of information by
increasing the data-carrying capacity of copper telephone lines by up to 25
times. We believe that our DSL service offerings will provide our customers with
a range of high-speed data options with price and performance characteristics
that are more attractive than their traditional alternatives. In March 1999, we
entered into a strategic alliance to enable us to resell DSL services until we
are able to expand our DSL network and provide such services directly.

SERVICE OFFERINGS

  RETAIL SERVICE OFFERINGS

     Our retail services, which we offer on a stand-alone or bundled basis,
currently include the following:

Local Services                   We offer a full range of local exchange
                                 services including voice mail, universal
                                 messaging services, directory assistance, call
                                 forwarding, conference calling, return call
                                 hunting services, call pick-up, repeat dialing
                                 and speed calling. We provide local services in
                                 Connecticut, Massachusetts, New Hampshire,
                                 Rhode Island, New York, Florida and Georgia and
                                 have authority to provide local services in
                                 Vermont, Maine, New Jersey, Pennsylvania and
                                 Tennessee.

Long Distance                    We offer both domestic (interstate) and
                                 international switched and dedicated long
                                 distance services, including "1+" service in
                                 all 50 states along with global termination to
                                 over 225 countries. We also offer a variety of
                                 enhanced long distance features. In geographic
                                 areas where we do not provide on-net long
                                 distance services, we resell the services of
                                 Sprint.

DSL, Internet and Data
Services                         Our DSL services provide an "always on"
                                 high-speed local connection to the Internet and
                                 to private and local area networks. Our DSL
                                 technology can increase the data

                                       40
<PAGE>   42

                                 transfer rates of a standard phone line by up
                                 to 25 times. We also offer both dial-up and
                                 dedicated Internet access, private line and
                                 frame relay services.

Toll-free Services               We offer a full range of switched and dedicated
                                 domestic (interstate) toll-free services,
                                 including toll-free origination and termination
                                 in all 50 states, international toll-free
                                 origination from 60 countries including Canada,
                                 and toll-free directory assistance. We also
                                 provide enhanced toll-free services through our
                                 advanced intelligent network capabilities.

Calling and Debit Card
Services                         We offer nationwide switched access customized
                                 calling card services and debit card services.
                                 We offer our customers the option of calling
                                 cards that are personalized, branded or
                                 generic.

Paging Services                  We offer advanced wireless paging services,
                                 including digital and alphanumeric paging,
                                 personal identification number services, voice
                                 mail, news and sports feeds, and local or
                                 national geographic coverage.

Custom Management Control
  Features                       We offer our customers customized management
                                 reporting features including area code
                                 summaries, international destination matrices,
                                 daily usage summaries, state summaries, time of
                                 day summaries, duration distribution matrices,
                                 exception reporting of long duration calls, and
                                 incomplete and blocked call reporting.

In 1998, retail communications services accounted for 83% of our revenue,
substantially all of which was attributable to long distance services.

  INTERNATIONAL WHOLESALE SERVICES

     We offer international wholesale termination and transport services
primarily to major domestic and international communications carriers. We
believe our international wholesale service offering is a strategic element in
our overall plan to expand our network and to generate and retain customer
traffic. We intend to build on our relationships with large domestic and
international carriers to purchase increased capacity and to otherwise support
our international service offerings. In addition, we expect that providing
comprehensive international services will lower our cost of carrying
international traffic and result in more attractive service offerings in our
core retail markets. In 1998, international wholesale services accounted for 17%
of our revenue.

SALES AND MARKETING

  OVERVIEW

     Our sales force seeks to provide our existing and potential customers with
a comprehensive array of communications services customized for the increasingly
convergent voice and data marketplace. Our customers consist primarily of small
and medium-sized businesses that have communications expenditures of less than
$10,000 per month. We believe that neither Regional Bell Operating Companies nor
large long distance carriers have historically concentrated their sales and
marketing efforts on this business segment, which we believe represents a
significant portion of the market. We believe we have established ourselves as a
recognized provider of high-quality, competitively priced long distance
services, with a reputation for responsive customer care. Our new local and DSL
service offerings enable us to better compete in and more rapidly penetrate our
targeted sales markets.

                                       41
<PAGE>   43

     Our sales and marketing approach is to build long-term business
relationships with our customers, with the intent of becoming the single-source
provider of all their communications services. We train our sales force in-house
with a customer-focused program that promotes increased sales through both
customer attraction and customer retention.

  SALES CHANNELS

     DIRECT SALES.  Our direct sales force markets our retail communications
services directly to end users. As of March 31, 1999, we employed 179 direct
sales representatives working in 11 sales offices throughout the northeastern
and southeastern regions of the United States. By year-end 1999, we intend to
employ approximately 250 direct sales representatives.

     Our direct sales force is headed by our Vice President of Sales, who has
been with us for approximately eight years. Each of our existing sales offices
is headed by a branch manager and is further sub-divided into smaller sales
teams, each of which is headed by a team leader who directly oversees the
day-to-day sales activities of his or her team and acts as a mentor to its
members. Teams generally consist of eight to 10 sales representatives.

     We provide compensation incentives to our sales teams to sell to customers
within pre-assigned co-location areas. In doing so the salesforce is motivated
to sell to new customers that can be provisioned directly onto our network where
we realize higher margins.

     All new sales representatives are required to receive formal in-house
training, in which we expect them to gain a thorough knowledge of our services
and the communications industry. After formal training, we permit sales
representatives to pursue customers but require them to participate in a
continuing mentoring program. We believe this philosophy is a competitive
advantage in the attraction and long-term retention of sales personnel.

     In the following table we set forth each of our existing and targeted new
sales office locations, the date we plan to open each targeted new office, the
number of direct sales representatives currently located in each office and the
number of direct sales representatives we intend to be located in each office at
year-end 1999 and 2000.

<TABLE>
<CAPTION>
                                                                   DIRECT SALES STAFF
                                                      ---------------------------------------------
                                                      TARGET
                                                      OFFICE    TOTAL AT    PLANNED AT   PLANNED AT
                                                      OPENING   MARCH 31,    YEAR-END     YEAR-END
                                                       DATE       1999         1999         2000
                                                      -------   ---------   ----------   ----------
<S>                                                   <C>       <C>         <C>          <C>
Atlanta, GA.........................................  Existing      19          30           30
Fort Lauderdale, FL.................................  Existing      17          26           39
Nashua, NH..........................................  Existing      13           8            8
Norwalk, CT.........................................  Existing      13          14           19
Orlando, FL.........................................  Existing      12          20           30
Smithfield, RI......................................  Existing      16          18           18
Quincy, MA..........................................  Existing      36          53           77
Worcester, MA.......................................  Existing      11          15           15
Jacksonville, FL....................................  Existing      12          11           11
New York, NY........................................  Existing      25          45           50
Springfield, MA.....................................  Existing       5           8           11
Long Island, NY.....................................  Planned        0           0           20
Philadelphia, PA....................................  Planned        0           0           20
New Jersey..........................................  Planned        0           0           10
                                                      -------      ---         ---          ---
          Totals....................................               179         248          358
</TABLE>

                                       42
<PAGE>   44

     AGENCY SALES.  Our agency sales force markets our services to various
resellers, independent marketing representatives, associations and affinity
groups. This sales force locates established, high-quality organizations with
extensive distribution channels in order to market our communications services
to both a broader geographic range and a greater number of potential customers
than could be reached by the direct sales force. We sell our services on a
wholesale basis to resellers, which in turn sell such services at retail to
their customers. We generally sell our services to independent marketing
representatives, associations and affinity groups on a retail basis.

     Our use of independent marketing representatives allows us to reduce our
marketing and other overhead costs. As compensation for their services,
independent marketing representatives generally receive a commission on their
sales. We employ stringent selection criteria and attempt to carefully monitor
and control the activities of our resellers and independent marketing
representatives to ensure compliance with laws, industry standards and company
policies. We believe that the number of complaints we have received regarding
the methods and practices of our agents is negligible in comparison with the
experience of many other communications companies.

     We commenced sales through resellers and independent marketing
representatives in 1996, and as of March 31, 1999 we had six salespeople
dedicated to this market segment. In March 1999, sales through our reseller and
independent agent sales force accounted for approximately 12% of our revenue.

     INTERNATIONAL WHOLESALE SALES.  Our international wholesale sales force
markets our international communications services to both international and
domestic carriers. This group focuses on developing customer and vendor
relationships with the top-tier international carriers, as well as selected
financially stable second-tier carriers. In March 1999, international wholesale
sales accounted for approximately 30% of our revenue.

     Our international wholesale sales force is headed by the Vice President and
General Manager of International Services, who has over 17 years of experience
in international communications sales, service and networks. As of March 31,
1999, we had seven sales people in this group.

  SALES FORCE COMPENSATION

     Our sales force compensation strategy provides significant incentives to
sell higher margin bundled on-net services. Additionally, we compensate all
sales persons with both a salary and a residual commission structure based on
each customer's continued use of our services. The compensation of our sales
staff is therefore increasingly reliant over time on the retention of existing
customers. We believe that this "lifetime residual" motivates each sales person
to remain actively involved with customers and participate in the customer
support process. We believe this approach provides us with competitive
advantages that increase customer retention, increase cross-selling
opportunities and reduce the costs of customer service and support.

  MARKETING AND ADVERTISING

     We have begun marketing efforts in support of the rollout of our integrated
voice and data services, including our DSL services. Recent marketing efforts
include print ads, mailings and trade shows. In addition, NorthPoint provides us
with funds to co-market our resold DSL services. We are also actively involved
in numerous charitable and community events, which we believe increases our
recognition in particular geographic regions.

                                       43
<PAGE>   45

CURRENT CUSTOMER BASE

  RETAIL CUSTOMERS

     We currently provide service to approximately 40,000 customers representing
in excess of 200,000 access lines. We segment our customers by monthly revenue
into:

     - National Accounts -- more than $1,000 of revenue

     - Major Accounts -- between $250 and $1,000 of revenue

     - Small Business/Residential Customer Accounts -- under $250 of revenue.

This segmentation is designed to ensure that those customers generating higher
monthly revenues experience a higher level of proactive customer care. As of May
15, 1999, the national account segment included over 1,938 customers generating
approximately 56% of our retail customer revenue for March 1999, the major
account segment included over 5,152 customers generating approximately 26% of
our retail customer revenue for that period, and the small business/residential
customer account segment included over 32,338 customers generating approximately
18% of our retail customer revenue for that period.

     Our customers are predominately located in the northeastern and
southeastern regions of the United States. Because our customer base, to a large
extent, is concentrated around our 11 sales offices, we believe we are beginning
to achieve name recognition in the small and medium-sized business communities
in our core sales areas.

  INTERNATIONAL WHOLESALE CUSTOMERS

     We provide international wholesale services to numerous national and
international communications carriers. During 1998, wholesale communications
services accounted for 17% of our revenue. We strive to establish close working
relationships with our international wholesale customers. Once we interconnect
with a carrier customer, the carrier may utilize us on an as-needed basis,
depending upon the pricing offered by us and our competitors, as well as the
available capacity. We have been tested and approved as an authorized carrier
for, and included in the routing tables of, all of our long distance and
international carrier customers. In 1998, we had one international wholesale
customer that accounted for approximately 13% of our revenue. During 1997, we
had one customer that accounted for approximately 10% of our revenue.

NETWORK

  OVERVIEW

     We pursue a capital efficient network deployment strategy that involves
owning switches while acquiring or leasing fiber optic transmission facilities
on an incremental basis to satisfy customer demand. Our strategy has been to
build a geographic concentration of customers before building, acquiring or
extending our network to serve that concentration of customers. As network
economics justify the deployment of switching or transport capacity, we expand
our network and migrate customers onto our network. An important element in our
local and DSL network strategy is to build our network to take advantage of our
existing customer base and sales office coverage.

     We believe that owning network components, rather than relying on the
facilities of third parties, enables us to have more flexibility in meeting
customer needs for new products and services, generate higher operating margins,
obtain origination and termination fees from other carriers and maintain greater
control over our network operations and service quality. Where expected market
penetration does not justify the economical deployment of our own network
elements, we utilize the networks of alternative carriers.

                                       44
<PAGE>   46

  INTEGRATED NETWORK ARCHITECTURE

     We provide services to our customers over a single integrated network that
supports local, long distance and high-speed data and Internet services. We
believe that the integrated design of our local, long distance and data networks
significantly reduces our cost of providing a bundled service offering. Our
integrated network architecture includes customer premise equipment, unbundled
network elements, co-locations, switches and SONET fiber rings.

     REACHING THE CUSTOMER PREMISES -- UNBUNDLED NETWORK ELEMENTS

     Our integrated network begins with our customer. To reach our customers, we
purchase or lease simple copper loops, or, if customer traffic justifies, T-1
facilities, as unbundled network elements, or UNEs, from the incumbent local
exchange carrier. By utilizing UNEs, we obtain access and termination revenues
as if we owned the copper loop to our customer and are able to rapidly connect
the customer directly to our co-location. We are also able to avoid the cost and
delay associated with deploying our own facilities to our customers' premises.
To support our high-speed DSL service, we provide our customer with a modem that
we connect to a digitally conditioned copper loop that we have purchased or
leased as a UNE. To enable us to purchase these UNEs, we have successfully
negotiated interconnection agreements with the incumbent local exchange carrier
in each of our targeted jurisdictions. We currently have interconnection
agreements with Bell Atlantic of Massachusetts, New Hampshire, Vermont, Rhode
Island and New York, Southern New England Telephone of Connecticut, and Bell
South of Georgia and Florida.

     CO-LOCATION FACILITIES

     Each UNE we deploy, whether for local service or high-speed DSL service,
will be a direct connection from our customer to one of our co-location
facilities located in the central office of the incumbent local exchange
carrier. Within each co-location facility we have deployed, or are deploying,
both Lucent digital access nodes to support switched voice services and digital
subscriber line access multiplexes, or DSLAMs, to support our high-speed DSL
service offering. By designing our co-locations in this manner we are able to
allocate the overhead costs associated with deploying co-locations across
multiple products and revenue streams. This co-location architecture supports
integrated voice and data service and can be extended to support emerging
applications as customer requirements dictate.

     We expect to have 20 co-locations operational by August 1999 and an
additional 80 co-locations by year-end 1999. These co-locations and the
aggregate number of business lines currently served by the local telephone
company in these locations as of April 1, 1999 are set forth below.

<TABLE>
<CAPTION>
                                  PLANNED             PLANNED                ADDRESSABLE BUSINESS
                               CO-LOCATIONS         CO-LOCATIONS      LINES SERVED BY CO-LOCATIONS AS OF
STATE                        BY AUGUST 1, 1999    BY YEAR-END 1999              APRIL 1, 1999
-----                        -----------------    ----------------    ----------------------------------
<S>                          <C>                  <C>                 <C>
Connecticut................          3                    9                         196,263
Massachusetts..............          7                   32                         805,549
New Hampshire..............          2                    4                          90,979
New York...................          7                   14                         707,077
Rhode Island...............          1                    5                          98,559
Georgia....................          0                   11                         295,399
Florida....................          0                   25                         575,446
                                    --                  ---                       ---------
          Total............         20                  100                       2,769,272
</TABLE>

     By year-end 2000, we expect to have 220 co-locations operational. Until we
have deployed the necessary co-location facilities in a specific geographical
region, our DSL services will utilize

                                       45
<PAGE>   47

the underlying network of NorthPoint or another DSL provider and our local
exchange services will utilize the underlying network of the incumbent or
competitive local exchange carrier. As a co-location becomes operational, we
will migrate local and DSL customers onto our own network facilities. As of May
15, 1999, we had sold over 35,000 local access lines, of which approximately
14,290 are expected to be on-net and served out of the co-locations we expect to
deploy by year-end 1999.

     NETWORK ACCESS POINTS AND LOCAL SWITCHING PLATFORM -- LUCENT 5ESS SWITCHES

     Our northeast switching platform consists of Lucent 5ESS digital switches
in Cambridge, Massachusetts and in New York City. We intend to deploy additional
Lucent 5ESS digital switches in both Florida and Georgia by year-end 1999. Each
Lucent 5ESS switch acts as a centralized switching node for each co-location
within the footprint served by the switch. In addition, each of these
centralized switching nodes serves as an interconnection and concentration point
between our DSL and data network and the public Internet.

     We are currently testing in our Cambridge switching center Lucent's
next-generation PathStar Access Server Voice-over-IP Switch and access and
integration equipment from multiple suppliers. PathStar bundles into a single
scalable Internet Protocol-based platform both voice and data switching, which
we believe may allow a more economical use of bandwidth for inter-networking
traffic and multi-service applications. If successful, use of this switch could
lower our overall network costs.

     LONG DISTANCE SWITCHING PLATFORM -- NORTEL SWITCHES

     We have deployed Nortel DMS interexchange digital switches in Quincy,
Massachusetts, Orlando, Los Angeles and Chicago. We intend to increase our long
distance footprint through expanded tandem or end-office trunking, deployment of
additional points of presence, or POPs, and, where traffic concentration
justifies, deployment of additional switch facilities. Future long distance
switch sites potentially include Texas, Colorado and the Pacific Northwest.

     INTERNATIONAL FACILITIES

     In addition to being interexchange switches, the Nortel switches located in
Quincy, Massachusetts and Los Angeles are international gateway switches that
enable us to interconnect direct international routes with a number of U.S. and
foreign wholesale international carriers. This allows us to provide
state-of-the-art least-cost routing and network reliability for international
calling. These interconnected international carriers are also a source of
wholesale international traffic and revenue that enable us to provide
competitive international rates to our retail customers.

     To further support our international interconnections, we have entered into
leases or indefeasible right-of-use agreements for international submarine cable
facilities in several cable systems, including:

     - TAT-12/13 RIOJA, which spans the Atlantic Ocean

     - TPC-5, which spans the Pacific Ocean

     - Americas I, which connects various locations throughout the Caribbean

     - Guam-Philippines Cable System.

     These arrangements support existing and planned interconnections with
telephone operating companies in foreign countries.

                                       46
<PAGE>   48

     SIGNALING SYSTEM 7 AND ADVANCED INTELLIGENT NETWORK ARCHITECTURE

     All our local and long distance switched services use SS7 network signaling
for enhanced network efficiencies and increased customer satisfaction. The SS7
signaling system reduces connect time delays, thereby enhancing overall network
efficiencies. For more advanced SS7 functions providing "network level logic",
we are in the process of deploying ServiceBuilder(TM), Nortel's next-generation
advanced intelligent network, or AIN, architecture, including Nortel's Service
Management System and Service Creation Environment. In tandem with the Nortel
and Lucent switches, ServiceBuilder allows us to generally deploy many
"designer" products and features defined by the Bellcore AIN standard and
beyond, including:

     - Enhanced 800 Services, including AIN specific routing services

     - Various "Follow me" services, including 500 number technology

     - Customer dictated and provisioned class of service screening features

     - Virtual Private Network services

     - Local Number Portability.

     FIBER AND TRANSPORT -- SONET RINGS

     In August 1998, we entered into two 20-year indefeasible-right-of-use
agreements with two separate carriers. Pursuant to these agreements, we acquired
625 route miles of dark fiber optic cable, representing 1,830 digital fiber
miles. When the fiber is fully deployed and activated, it will form a redundant
SONET ring connecting major markets throughout New England and the New York
metropolitan area, providing us with significant transmission capacity.
Additionally, we are deploying dense wave division multiplexing technologies
that allow us to significantly increase the overall bandwidth and transmission
capacity of these fibers.

     The first agreement is for 293 fiber route miles containing four dark
Lucent TrueWave optical fibers. Markets connected by this segment include New
York City, White Plains, Stamford, New Haven, New London, Providence and Boston.
The second agreement is for 332 fiber route miles containing two dark Lucent
TrueWave optical fibers. Markets connected by this segment include Boston,
Nashua, Springfield, Hartford, White Plains and New York City. We will install
and control all electronics and optronics serving these fiber routes, including
wave division multiplexing technologies.

     Where we have not acquired fiber, we lease long-haul network transport
capacity from major network-based carriers and local access from the incumbent
local carriers in their respective territories. We also use competitive access
provider facilities where available and economically justified. Metropolitan
area fiber rings or SONET services are generally leased or, where economically
justified, constructed to interconnect with our co-locations, switching nodes
and intercity long haul SONET backbone. To ensure seamless off-net termination
and origination, we also utilize interconnection agreements with major carriers.

     NETWORK MANAGEMENT AND OPERATIONAL SUPPORT

     Our technical network interface is a fully redundant frame relay network
that enables us to monitor each network element from our Network Management and
Surveillance Center. Centralized electronic monitoring and control of our
network increases the security, reliability and efficiency of our operations and
allows us to avoid duplication of this function in each region. This
consolidated operations center also helps reduce our per-customer monitoring and
customer service costs.

     We are currently in the process of deploying TTI's enhanced network
management tool, Netrac. The Netrac software consists of eight integrated
modules including Configuration

                                       47
<PAGE>   49

Manager and Inventory Management, Fault Analysis & Monitoring, Switch
management, Transmission Management, SS7 Management, Performance Management and
Best-Cost Routing for long distance and international services. These modules
automatically gather, log, filter, display and report alarms and network events
on a real time basis no matter where they occur in the network.

     NETWORK SECURITY

     Our network employs an "authorized access" architecture. Unlike many
communications companies, which, we believe, allow universal access to their
network, we utilize an automatic number identification security screening
architecture that ensures only those users who have subscribed to our services
and have satisfied our credit and provisioning criteria are allowed access to
the network.

     We believe that this architecture allows us to better control bad debt and
fraud in a manner that is invisible and non-intrusive to the customer.
Additionally, this architecture allows us to better manage network capacity, as
unauthorized users cannot access and exploit the network.

     ANTICIPATED NETWORK EXPANSION

     We plan to continue to undertake significant network expansion. We expect
to deploy additional co-locations, switching and transport infrastructure in
order to support our goal of capturing additional market share and continuing to
move our customers' traffic onto our network. Expansion of our network-based
infrastructure with long distance and local switches and DSL equipment will
increase the proportion of our customer traffic that is originated or terminated
on our network, which we believe will result in higher long-term operating
margins and greater control over our network operations.

  NORTHPOINT ALLIANCE

     We recently entered into an alliance with NorthPoint Communications, Inc.
to provide DSL services to customers currently reached by NorthPoint's
infrastructure. We agreed to make NorthPoint our preferred provider of DSL
products and services. We also agreed to use only NorthPoint DSL services except
in areas where NorthPoint does not offer such services or where we are able to
provide such services ourselves. As we build our DSL network, we expect to
migrate our DSL customers onto that network. The agreement provides for us to
receive volume discounts and pay per line penalties if we do not meet minimum
sales volumes. NorthPoint also agreed to provide marketing funds and pay certain
marketing expenses. The initial term of the agreement is for two years and will
be extended on a month-to-month basis until terminated by either party.

     The alliance also included a $2.5 million investment by us in NorthPoint.
As a result of NorthPoint's recent initial public offering, this investment is
now in the form of 138,888 shares of NorthPoint nonvoting common stock. We have
agreed not to sell or otherwise transfer our shares until March 2000, when such
stock may be converted into voting common stock.

MANAGEMENT INFORMATION SYSTEMS, ORDER ENTRY, PROVISIONING, BILLING AND CUSTOMER
SERVICE

  OVERVIEW

     We are committed to the implementation of integrated and scalable
operational support systems that enable, "flow through" service provisioning,
the highest possible level of customer support and accurate and timely billing.

     We are in the final stages of developing and testing LOGOS, our newly
developed operational support system. LOGOS integrates important elements of our
operations, including service order entry, provisioning, customer service,
trouble ticket management, work flow and

                                       48
<PAGE>   50

product and rate management. LOGOS is an object-oriented C++ application that
utilizes the scalability and reliability of Oracle's relational database
management system. We believe that LOGOS will provide us with a long-term
competitive advantage by enabling us to:

     - more rapidly implement DSL and switched local services in our markets

     - shorten the time between the receipt of a customer order and the
       generation of revenue

     - further focus on and increase the customized level of attention provided
       to each of our customers

     - accommodate significant customer growth.

     In May 1999, we began the initial process of running LOGOS in parallel with
our existing office systems, and we expect to fully deploy LOGOS in July 1999.

     Features of LOGOS include:

     - a graphical user interface that presents to all users a convergent and
       universal view of all customer activity including provisioning, billing,
       customer service, trouble ticket and collections

     - a modular design that enables convergent service order entry,
       provisioning, customer service and billing and rate management for all
       products and services

     - electronic workflow and electronic routing of tasks and provisioning
       events

     - electronic scheduling of customer events and user defined actions and
       reminders

     - the ability to customize product and service offerings and pricing for
       individual customers and to bring new product and pricing plans to market
       quickly

     - significantly enhanced customer response times

     - the ability to uniquely format and include customized management
       information on each individual invoice

     - interactive invoice imaging technologies that mirror each invoice sent to
       a customer

     - electronically routed trouble ticket technology.

  SERVICE ORDER ENTRY AND PROVISIONING

     We believe that an ongoing challenge for integrated communications
providers will be to continuously improve service order entry and provisioning
systems. We will continue to identify and focus on implementing the best
provisioning practices in each of our markets to provide for rapid, seamless
transition of customers from the network of the incumbent local provider to our
network. To support the provisioning of our services, LOGOS is designed to
automate ordering and provisioning tasks. Currently, LOGOS has a convergent
service order entry module that enables all service and work orders to be
entered from a single common interface. Once service orders are entered, LOGOS
has engineered electronic interfaces to our own network and the networks of the
carriers with whom we do business. Additionally, LOGOS has engineered electronic
CARE interfaces to Bell Atlantic North and South, Southern New England
Telephone, GTE, Bell South, United Telephone, Pacific Bell and Ameritech. To
further enhance LOGOS we have contracted with DSET Corporation to engineer the
LSR EDI "electronic bonding" gateways between LOGOS and Bell Atlantic and
Southern New England Telephone Company. We also intend to engineer the LSR EDI
gateways between LOGOS and Bell South. We believe that "electronic bonding" will
further enhance our "flow through" provisioning by reducing the time needed to
order unbundled network elements and enhancing the quality control of the
ordering process.

                                       49
<PAGE>   51

  CUSTOMER SERVICE

     We maintain an emphasis on customer care to differentiate us from our
competitors. We provide 24-hour-per-day, 365-day-per-year customer support
primarily through our customer service department in Quincy, Massachusetts.
Experienced customer care representatives answer all customers' calls. Many of
our customer care representatives are cross-trained in the provisioning process.

     We monitor and measure the quality and timeliness of customer interaction
through quality assurance procedures. Pick-up times for incoming calls, lengths
of calls and other support information is automatically monitored by our
automated call distribution system. Our call distribution system also
prioritizes incoming support requests, assuring that our largest customers
receive support in the most expedient manner. In addition, our most
knowledgeable and experienced customer support representatives typically handle
the support requests from our largest customers.

     We believe that LOGOS will enhance the productivity of our customer service
personnel, reduce our response time and enable our customer service
representatives to become "solution providers" allowing single-call resolution
of customer inquiries. Additionally LOGOS' convergent architecture allows each
customer service representative to up-sell and cross-sell additional products
and services to our customers.

     In the event that a customer is experiencing difficulty with a particular
service, LOGOS has an extensive trouble ticket function that allows every user
of the system to see in real-time that a trouble condition exists. Additionally,
LOGOS electronically routes all trouble tickets to our Network Management and
Surveillance Center for prompt resolution. LOGOS permits each user to see the
resolution steps being taken with respect to a trouble ticket. We believe that
our ability to timely track and resolve trouble events and keep both the
customer and the customer service representative timely informed of its status
provides us with a strategic advantage.

     In the event that a customer has an inquiry with respect to an invoice,
LOGOS enables the customer service representative to view an identical image of
that invoice and promptly take any necessary corrective action.

     Customer support personnel are required to complete an intensive formal
in-house training program before interacting with customers and are required to
participate in a continuing mentor program. Customer support personnel are
expected to have a thorough knowledge of our services and to emphasize customer
satisfaction. The compensation of support personnel is in part dependent upon
the retention rate of their respective accounts. We have an established career
path for our customer support personnel who over time gain responsibility for
larger customers and management responsibilities.

     Our customer support department currently receives approximately 1,000
support calls per day. We estimate that the average incoming call is answered by
a support specialist in under 30 seconds, which we believe compares favorably to
many competitors. We also utilize four billing cycles per month, which helps
ensure that customer service calls will be staggered throughout each month. We
believe that our level of customer service will provide us with a competitive
advantage selling local and DSL services. As of March 31, 1999, we employed 38
people in customer support. We anticipate that we will continue to hire
additional customer support personnel as the size of our customer base
increases.

     BILLING

     We maintain, within our internal operation support system, all customer
information, operational data, accounts receivable information, rating rules and
tables, and tax tables necessary for billing our customers. We collect and
process on a daily basis all usage information from our own network and from the
networks of third-party providers. The actual
                                       50
<PAGE>   52

process of applying rating and taxing information to the millions of individual
message units generated each month, and of generating invoice print files, is
conducted by a third party. Printing of invoices is conducted by a high-speed
print shop. To optimize both cash flow and internal workflow, we currently
utilize four billing cycles per month. Additional billing cycles will be added
as dictated by customer growth. To ensure the quality of the billing process, we
utilize strict quality control checks, including boundary and statistical
variation testing, sample pricing matrices and direct sampling.

EMPLOYEES

     As of March 31, 1999, we employed 397 people. We also hire temporary
employees and independent computer programmers as needed. In connection with our
growth strategy, we anticipate hiring a significant number of additional
personnel in sales and other areas of our operations by year-end 1999. Our
employees are not unionized, and we believe our relations with our employees are
good. Our success will continue to depend in part on our ability to attract and
retain highly qualified employees.

PROPERTIES

     Our corporate headquarters are located in a 39,500-square foot facility in
Quincy, Massachusetts. The Quincy facility also serves as a sales office and
includes our customer service operations, certain network facilities and our
Network Operations Center. The Quincy facility is leased from an affiliate. See
"Certain Transactions." We lease additional sales offices and switching
facilities. The aggregate amount we paid under our leases in 1998 was
approximately $1.3 million. Although our facilities are adequate at this time,
we believe that we will be required to lease additional facilities, including
additional sales offices and switching facilities, as a result of anticipated
growth.

LEGAL PROCEEDINGS

     From time to time, we are a party to routine litigation and proceedings in
the ordinary course of business. We are not aware of any current or pending
litigation to which we are or may be a party that we believe could materially
adversely affect our results of operations or financial condition.

COMPETITION

     We operate in the highly competitive communications services industry. We
believe that the traditional distinctions between the local, long distance,
data, and Internet access markets are eroding. Both new competitors and the
incumbent providers are beginning to offer bundled offerings similar to our own.
The Regional Bell Operating Companies and the operating subsidiaries of GTE
Corporation and Sprint Corporation dominate the local services market. AT&T, MCI
WorldCom and Sprint currently are the major competitors in the long distance
market. Existing telecommunications companies, cable companies and newer
companies such as Internet service providers compete for data and Internet
services. We do not have a significant market share in any segment of the
market, and many of our existing and potential competitors have financial
resources significantly greater than our own.

     Competition for our products and services is based on price, quality,
reputation, name recognition, network reliability, service features, billing
services, perceived quality and responsiveness to customers' needs.
Implementation of the Telecommunications Act of 1996 and the related trend
toward business combinations and alliances in the communications industry may
create significant new competitors to us. The Telecommunications Act was
designed to eliminate most barriers to local competition and to permit the
Regional Bell Operating Companies, if they

                                       51
<PAGE>   53

demonstrate compliance with certain pro-competitive conditions, to provide long
distance services.

     Our primary competitors in local service markets are Regional Bell
Operating Companies, such as Bell Atlantic in the New England region, or one of
the operating subsidiaries of GTE or Sprint. These carriers, called incumbent
local exchange carriers, provide dedicated and local telephone services to most
telephone subscribers within their respective service areas. These providers
have long-standing relationships with customers and regulatory authorities at
the federal and state levels.

     If future regulatory or court decisions afford incumbent local exchange
carriers increased rates for access or interconnection services, greater pricing
flexibility, the ability to refuse to offer particular services or network
elements on an unbundled basis, or other regulatory relief, such decisions could
have a material adverse effect on us.

     In addition, as permitted by the Telecommunications Act, AT&T, MCI WorldCom
and Sprint, the major competitors in the long distance market, each have begun
to offer local communications services in major U.S. markets using their own
facilities or by resale of other providers' services. New competitive local
exchange carriers, cable television companies, electric utilities, microwave
carriers, wireless telephone system operators and large customers who build
private networks also seek to compete in the local services market. These
entities, upon entering into appropriate interconnection agreements or resale
agreements, may offer single-source local and long distance services similar to
those that we offer or propose to offer.

     Significant competition in the long distance market is expected to be
provided by incumbent local exchange carriers, including, when authorized, the
Regional Bell Operating Companies. Prior to enactment of the Telecommunications
Act, a federal court order known as the Modified Final Judgement prohibited
Regional Bell Operating Companies from providing long distance service that
originated, or, in certain cases, terminated, in one of its in-region states,
with several limited exceptions. The limitations imposed on the Regional Bell
Operating Companies by the Modified Final Judgement will be lifted for each
affected company if and when it has satisfied certain statutory conditions
specified in the Telecommunications Act. The process for demonstrating
compliance with the statutory fourteen point checklist of pro-competitive
actions includes approval by the relevant state regulatory authority and the
FCC. Once the Regional Bell Operating Companies are allowed to offer widespread
in-region long distance services, both they and the largest long distance
providers will be in a position to offer single-source local and long distance
service. Our success will depend upon our ability to provide high-quality
services at prices generally competitive with, or lower than, those charged by
our competitors.

     Although we believe small and medium-sized business customers are not
aggressively targeted by large companies such as AT&T, MCI WorldCom and Sprint,
there can be no assurance our customers and potential customers will not be
targeted by these or other providers in the future.

     Additional pricing pressure may come from carriers providing services
through Internet Protocol transport, a packet-switched technology that currently
can be used to provide voice and data services at a cost that may be below that
of traditional circuit-switched long distance service. Although this service
currently is not regarded as comparable to traditional long distance service, it
could eventually be perceived as a substitute for traditional long distance
service and put pricing pressure on long distance rates. Any reduction in long
distance prices may have a material adverse effect on our results of operations.

     We will also face competition from fixed and mobile wireless services
providers. The FCC has authorized cellular, personal communications services and
other providers to offer wireless services to both fixed and mobile locations.
These providers can offer wireless local loop service

                                       52
<PAGE>   54

and other services to fixed locations, such as office and apartment buildings,
in direct competition with us and existing providers of traditional wireless
telephone service.

     In addition, FCC rules went into effect in February 1998 that will make it
substantially easier for many non-U.S. communications companies to enter the
U.S. market, thus potentially further increasing the number of competitors.

     The market for data communications and Internet access services also is
extremely competitive. There are no substantial barriers to entry, and we expect
that competition will intensify in the future. Our success in selling these
services will depend heavily upon our ability to provide high-quality Internet
connections at competitive prices.

                                       53
<PAGE>   55

                             GOVERNMENT REGULATION

OVERVIEW

     Our communications common carrier services are subject to regulation by
federal, state and local government agencies. Most data and Internet services
are not subject to regulation, although communications services used for access
to the Internet are regulated. Through our subsidiaries, we hold various
federal, state and local regulatory authorizations for our regulated service
offerings. The FCC exercises jurisdiction over our facilities and services to
the extent those facilities are used to provide, originate or terminate
interstate domestic or international common carrier communications. State
regulatory commissions retain jurisdiction over carriers' facilities and
services to the extent they are used to originate or terminate intrastate common
carrier communications. Municipalities and other local government agencies may
require carriers to obtain licenses or franchises regulating use of public
rights-of-way necessary to install and operate their networks. The networks are
also subject to numerous local regulations such as building codes, franchises,
and rights-of-way licensing requirements. Many of the regulations issued by
these regulatory bodies may change and are the subject of various judicial
proceedings, legislative hearings and administrative proposals. We cannot
predict the results of any changes.

FEDERAL REGULATION

     The FCC regulates us as a non-dominant communications common carrier. Our
interstate domestic and international services are not subject to significant
federal regulation, although we are required to file tariffs with the FCC for
our common carrier services. We have obtained authority from the FCC to provide
international services between the United States and foreign countries. The FCC
imposes prior approval requirements on transfers of control and assignments of
radio licenses and operating authorizations. The FCC has the authority to
condition, modify, cancel, terminate or revoke such licenses and authorizations
for failure to comply with federal laws or the rules, regulations and policies
of the FCC. The FCC may also impose fines or other penalties for such
violations. While we believe we are in compliance with applicable laws and
regulations, we cannot assure you that the FCC or third parties will not raise
issues with regard to our compliance.

     The FCC's role with respect to local telephone competition arises
principally from the Telecommunications Act of 1996, which became effective on
February 8, 1996. The Telecommunications Act of 1996 preempts state and local
laws to the extent that they prevent competitive entry into the provision of any
telecommunications service and gives the FCC jurisdiction over important issues
related to local competition. However, state and local governments retain
authority over significant aspects of the provision of intrastate toll and local
telecommunications. The Telecommunications Act of 1996 imposes a variety of new
duties on local exchange carriers, in order to promote competition in local
exchange and access services. Where we provide local services, we will be
required to:

     - complete calls originated by competing carriers on a reciprocal basis

     - permit resale of services

     - permit users to retain their telephone numbers when changing carriers

     - provide competing carriers access to poles, ducts, conduits and
       rights-of-way at regulated prices.

                                       54
<PAGE>   56

     Incumbent local exchange carriers, such as the Regional Bell Operating
Companies and affiliates of GTE and Sprint, are also subject to additional
requirements. These duties include obligations of the incumbent local exchange
carriers to:

     - interconnect their networks with competitors

     - offer co-location of competitors' equipment at their premises

     - make available elements of their networks (including network facilities,
       features and capabilities) on non-discriminatory, cost-based terms

     - offer wholesale versions of their retail services for resale at
       discounted rates.

     Collectively, these requirements recognize that local exchange competition
is dependent upon cost-based and non-discriminatory interconnection with and use
of incumbent local exchange carrier networks. Failure to achieve such
interconnection arrangements could have an adverse impact on our ability or that
of other entities to provide competitive local exchange services. Under the
Telecommunications Act of 1996, incumbent local exchange carriers are required
to negotiate in good faith with carriers requesting any or all of the above
arrangements. In addition, the FCC has adopted more specific rules to implement
these requirements. The U.S. Supreme Court affirmed the authority of the FCC to
establish rules governing interconnection. We believe that additional disputes
regarding interconnection issues and other related FCC actions are likely. In
particular, the U.S. Supreme Court remanded to the FCC issues regarding what
unbundled elements the FCC will require incumbent local exchange carriers to
make available to competitors, and we cannot predict what decision the FCC will
reach on this issue. An adverse decision could affect our local service product
offerings.

     The Telecommunications Act of 1996 also eliminates previous prohibitions on
the provision of interLATA long distance services by the Regional Bell Operating
Companies and GTE's telephone operating company subsidiaries. The Regional Bell
Operating Companies are permitted to provide interLATA long distance service
outside those states in which they provide local exchange service, known as
"out-of-region long distance service," upon receipt of any necessary state and
federal regulatory approvals that are otherwise applicable to the provision of
intrastate or interstate long distance service. Under the Telecommunications Act
of 1996, the Regional Bell Operating Companies will be allowed to provide long
distance service within the regions in which they also provide local exchange
service, known as "in-region service," on a state-by-state basis upon specific
approval of the FCC and satisfaction of other conditions, including a checklist
of requirements intended to open local telephone markets to competition.

     The FCC has not yet found that any Regional Bell Operating Company has met
these requirements. However, Bell Atlantic notified the Massachusetts Department
of Telecommunications and Energy on May 24, 1999 that it intended to seek
approval from the FCC to provide long distance services in the Commonwealth of
Massachusetts. When determining whether to approve the application of Bell
Atlantic, the FCC must consult with the Department of Justice and the respective
state commission for which the Regional Bell Operating Company is requesting
interLATA authority. To date, when notified that the Regional Bell Operating
Company in their state intended to file an application with the FCC, state
commissions have investigated the Regional Bell Operating Company's compliance
in order to provide the FCC with an opinion when requested. If the Massachusetts
Department of Telecommunications and Energy determines that Bell Atlantic has
satisfied statutory requirements, Bell Atlantic will seek approval from the FCC.
Bell Atlantic also has sought a ruling from the New York Public Service
Commission. The New York Public Service Commission set forth conditions that
Bell Atlantic must meet in order to obtain the New York Public Service
Commission's confirmation that Bell Atlantic has complied with statutory
requirements. The New York Public Service Commission is currently examining
whether Bell Atlantic has satisfied its conditions. Once approval is received
from the New York Public Service Commission, Bell Atlantic must file with the
FCC for approval. If the FCC does

                                       55
<PAGE>   57

permit Regional Bell Operating Companies to provide long distance service in
their local service regions before they meet our local interconnection needs,
they would be able to offer integrated local and long distance services and
could have a significant competitive advantage in marketing those services to
their existing local customers.

     The Telecommunications Act of 1996 imposes restrictions on the Regional
Bell Operating Companies in connection with their entry into the interLATA long
distance services market. Among other things, for the first three years, unless
this time period is extended by the FCC, the Regional Bell Operating Companies
must pursue such activities only through separate subsidiaries with separate
books and records, financing, management and employees. In addition, affiliate
transactions with these subsidiaries must be conducted on a non-discriminatory
basis.

     An increasingly important element of providing competitive services is the
ability to offer customers high-speed broadband local connections. The FCC is
considering a proposal that would allow incumbent local exchange carriers to
offer these and other services through separate affiliates, in which case their
network elements for providing these services would not be made available to us
or other competitors. AT&T is entering into arrangements with and acquiring
cable companies to use their local networks for broadband telecommunications,
and several cable companies are offering broadband Internet access over their
network facilities. If we are unable to meet future demands of our customers for
broadband local access services on a timely basis at competitive rates, we may
be at a significant competitive disadvantage.

     The FCC also regulates the interstate access rates charged by incumbent
local exchange carriers for the origination and termination of interstate long
distance traffic and DSL services. Those access rates make up a significant
portion of the cost of providing such services. The FCC has implemented changes
in interstate access rules that result in restructuring of the access charge
system and changes in access charge rate levels. On May 21, 1999, the U.S. Court
of Appeals (D.C. Circuit) sent the access rate formula back to the FCC for
further explanation regarding how certain factors were calculated. These and
related actions may change access rates. If the formula is upheld, and access
rates are reduced, the result will be a lower cost of providing long distance
service, especially to business customers. The impact of these new changes will
not be known until they are fully implemented over the next several years. In a
related proceeding, the FCC has adopted changes to the methodology by which
access has been used in part to subsidize universal telephone service and other
public policy goals. Telecommunications providers like us will pay fees
calculated as a percentage of their revenues to support these goals. The full
implications of these changes also remain uncertain and subject to change.

     In addition, the FCC and the states are considering related questions
regarding the applicability of access charge and universal service fees to
Internet service providers. Currently, Internet service providers are not
subject to traditional access charges. Many incumbent local exchange carriers
and other parties have argued that access charges should be imposed on such
traffic. The FCC has not ordered Internet service providers to pay access
charges, but it is considering a variety of issues related to Internet and data
services, and we cannot predict how the FCC or the states may decide such
issues. If the FCC or state regulators decide to change rate structures for the
services we employ in a way that affects our services disproportionately to the
comparable services offered by competing carriers, such action could have a
material adverse affect on our business.

     In connection with its interconnection decisions, the FCC has granted local
exchange carriers additional flexibility in pricing their interstate special and
switched access services on a central office-specific basis. Under this pricing
scheme, local exchange carriers may establish pricing zones based on access
traffic density and charge different prices for central offices in each zone. We
anticipate that the FCC will grant local exchange carriers increasing pricing
flexibility as the

                                       56
<PAGE>   58

number of interconnection agreements and competitors increases. The potential
impact of such pricing flexibility on us and other competitors is unclear at
this time.

STATE REGULATION

     We provide intrastate common carrier services and are subject to various
state laws and regulations. Most public utility commissions require some form of
certification or registration. We must acquire such authority before commencing
service. In most states, we are also required to file tariffs or price lists
setting forth the terms, conditions and prices for services that are classified
as intrastate. We are required to update or amend these tariffs when we adjust
our rates or add new products and are subject to various reporting and
record-keeping requirements in these states.

     Many states also require prior approval for transfers of control of
certified carriers, corporate reorganizations, acquisitions of
telecommunications operations, assignment of carrier assets, carrier stock
offerings and incurrence of significant debt obligations.

     States generally retain the right to sanction a carrier or to revoke
certification if a carrier violates relevant laws or regulations. If any state
regulatory agency were to conclude that we are or were providing intrastate
services without the appropriate authority, the agency could initiate
enforcement actions, which could include the imposition of fines, a requirement
to disgorge revenues, or the refusal to grant the regulatory authority necessary
for the future provision of intrastate communications services. We hold
authority to provide intrastate long distance in all states except Alaska and
are in the process of obtaining intrastate toll authority in Alaska.

     We have authority to provide competitive local exchange service in
Connecticut, Florida, Georgia, Massachusetts, New Hampshire, New Jersey, New
York, Pennsylvania, Rhode Island, Tennessee and Vermont. We have applications
pending to provide resold and network-based competitive local exchange services
in several other states. There can be no assurance that we will receive the
authorizations we seek currently or in the future.

LOCAL INTERCONNECTION

     The Telecommunications Act imposes a duty upon all incumbent providers to
negotiate in good faith with potential interconnectors to provide
interconnection to their networks, exchange local traffic, make unbundled
network elements available and permit resale of most local services. In the
event that negotiations do not succeed, we have a right to seek state public
utility commission arbitration of any unresolved issues. Arbitration decisions
involving interconnection arrangements in several states have been challenged
and appealed to Federal courts. We may experience difficulty in obtaining timely
incumbent provider implementation of local interconnection agreements, and we
can provide no assurance we will offer local services in these areas in
accordance with our projected schedule, if at all. We have entered into
interconnection agreements with Bell Atlantic for Massachusetts, New Hampshire,
New York and Rhode Island and with Bell South for Florida and Georgia. We have
begun to negotiate similar agreements in the other states where we have obtained
status as a competitive local carrier.

LOCAL GOVERNMENT AUTHORIZATIONS

     For construction of our local networks, we are required to obtain street
use and construction permits and licenses or franchises to install and expand
our fiber optic networks using municipal rights-of-way. In some municipalities,
we may be required to pay license or franchise fees based on a percentage of
gross revenue or on a per linear foot basis, as well as post performance bonds
or letters of credit. We can provide no assurance that we will not be required
to post bonds or letters of credit in the future.

                                       57
<PAGE>   59

     In many markets, the incumbent providers do not pay these franchise fees or
pay fees that are substantially less than those that we will be required to pay.
To the extent that competitors do not pay the same level of fees as we do, we
could be at a competitive disadvantage. The Telecommunications Act provides,
however, that any compensation extracted by states and localities for use of
public rights-of-way must be fair and reasonable, applied on a competitively
neutral and nondiscriminatory basis and be publicly disclosed by the government
entity.

                                       58
<PAGE>   60

                                   MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

     Our executive officers and directors, and their ages as of May 24, 1999,
are listed below:

<TABLE>
<CAPTION>
NAME                                        AGE                    POSITIONS
----                                        ---                    ---------
<S>                                         <C>    <C>
Robert T. Hale............................  60     Chairman of the Board of Directors
Robert T. Hale, Jr. ......................  32     Chief Executive Officer, President and
                                                   Director
James J. Crowley..........................  34     Executive Vice President, Chief Operating
                                                   Officer, Secretary and Director
David Martin*.............................  59     Director
Joseph C. McNay*..........................  65     Director
George Alex...............................  39     Executive Vice President, Chief Financial
                                                   Officer and Treasurer
Michael F. Oyster.........................  42     Executive Vice President, Networks
Joseph Haines.............................  36     Vice President of Local Operations
Richard Kendall...........................  32     Vice President of Sales
Joseph Larizza............................  57     Vice President of Information
                                                   Systems and Chief Information Officer
Kevin B. McConnaughey.....................  40     Vice President and General Manager of
                                                   International Services
Steven J. Stanfill........................  45     Vice President of Network Services
</TABLE>

---------------
* Member of the audit and compensation committees.

     ROBERT T. HALE is one of our co-founders and has served as Chairman of our
board of directors since our inception in 1990. Mr. Hale is a founding member of
the Telecommunications Resellers Association and has served as chairman of its
Carrier Committee since 1993 and served as chairman of its board from May 1995
to May 1997. Mr. Hale was president of Hampshire Imports, the original importer
of Laura Ashley Womenswear to the U.S. and a manufacturer of exclusive women's
apparel, from 1968 to 1992.

     ROBERT T. HALE, JR., is one of our co-founders and has served as Chief
Executive Officer, President and Director since our inception in 1990. He was
employed by U.S. Telecenters, a sales agent for NYNEX Corporation, from 1989 to
1990, and as a sales representative at MCI from 1988 to 1989.

     JAMES J. CROWLEY has served as Executive Vice President since 1994 and
became Chief Operating Officer, Secretary and a Director in July 1998. He was an
attorney at Hale and Dorr LLP, a Boston law firm, from 1992 to 1994.

     DAVID MARTIN has served as a Director since August 1998. Mr. Martin was
employed by Texas Instruments Inc. from 1960 until June 1998, most recently as
Executive Vice President. Mr. Martin is a member of the Board of Directors of
Mathsoft Inc.

     JOSEPH C. MCNAY has served as a Director since August 1998. Mr. McNay
serves as Chairman and Chief Investment Officer of Essex Investment Management
Company, LLC, a private investment management company founded by Mr. McNay in
1976. Previously he served as Executive Vice President and Director of Endowment
Management & Research Corp. Mr. McNay serves as Trustee of Children's Hospital
and Children's Hospital Trust, Boston, Trustee of Simmons College, Trustee of
the Dana Farber Cancer Institute, and Trustee of National Public Radio.

                                       59
<PAGE>   61

     GEORGE ALEX has served as Executive Vice President, Chief Financial Officer
and Treasurer since February 1999. From 1997 to 1998 Mr. Alex served as the
Managing Director and Head of the Telecom Practice at Prudential Securities.
From 1994 to 1997 Mr. Alex was a Director for Smith Barney, Inc. where he was
responsible for clients in the emerging telecom sector.

     MICHAEL F. OYSTER served as President of the Local Service Division from
July 1998 until April 1998, when his title was changed to Executive Vice
President, Networks. Mr. Oyster served as Regional Vice President and General
Manager, and in other capacities, at Teleport Communications Group from August
1997 to July 1998. Mr. Oyster served in various capacities at AT&T from 1977 to
1997, including most recently as Director of Wholesale Markets.

     JOSEPH HAINES has served as Vice President of Local Operations since July
1998. From 1992 to 1998, Mr. Haines held various positions with Teleport
Communications Group, most recently as its Regional Vice President of
Operations.

     RICHARD KENDALL currently serves as Vice President of Sales overseeing the
entire direct sales force and was most recently responsible for our Northeast
sales region. Prior to joining Network Plus Mr. Kendall was employed by MCI
Corporation and Fleet Bank.

     JOSEPH LARIZZA has served as Vice President of Information Systems and
Chief Information Officer since May 1999. From 1996 to 1999, he was Chief
Information Officer at Iron Mountain. From 1992 to 1995, he was Vice President,
MIS/New Technology at the Advertising Checking Bureau, Inc.

     KEVIN B. MCCONNAUGHEY has served as Vice President and General Manager of
International Services since March 1997. From 1995 to 1997, he was Associate
Vice President of Business Development for Teleglobe International. From 1990 to
1995, Mr. McConnaughey was employed by Sprint International, where he held a
variety of product management, international carrier relations and marketing
positions.

     STEVEN J. STANFILL has served as Vice President of Network Services since
1994. He served as Vice President of Network Operations at Ascom Communications,
a telecommunication services provider, from 1989 to 1994. From 1983 to 1989, Mr.
Stanfill served in various management capacities at National Applied Computer
Technologies, a communications switching equipment manufacturer.

     Each director serves until his successor is duly elected and qualified.
Officers serve at the discretion of the board of directors. Robert T. Hale, Jr.
is the son of Robert T. Hale. There are no other family relationships among our
executive officers and directors.

CLASSIFIED BOARD

     Our certificate of incorporation divides our board of directors into three
classes, with one class of directors elected each year to serve a three-year
term. At each annual meeting of our stockholders, the successors to the class of
directors whose term expires at the meeting will be elected to hold office for a
term expiring at the annual meeting of stockholders held in the third year
following the year of their election.

COMMITTEES OF THE BOARD OF DIRECTORS

     In July 1998, the board of directors established an audit committee and a
compensation committee. The audit committee consists of Messrs. Martin and
McNay, both of whom are outside directors. The audit committee recommends
engagement of our independent auditors, approves the services performed by such
auditors and reviews and evaluates our accounting policies and systems of
internal accounting controls. The compensation committee also consists of
Messrs. Martin and McNay. The compensation committee makes recommendations to
the

                                       60
<PAGE>   62

board of directors in connection with matters of compensation, including the
compensation of our executive officers.

DIRECTOR COMPENSATION

     In July 1998, we adopted the 1998 Director Stock Option Plan. Under the
terms of this plan, we will grant:

     - options to purchase 5,000 shares of common stock to each new non-employee
       director upon initial election to the board

     - annual options to purchase 2,500 shares of common stock to each
       non-employee director on the date of each annual meeting of stockholders,
       or on August 1 of each year if no annual meeting is held by such date.

     Options granted under the director plan prior to December 31, 1998 vest in
four equal annual installments beginning on the first anniversary of the date of
grant. The exercisability of these options will accelerate upon the occurrence
of an acquisition event, as defined in the plan. In June 1999, as a result of
recent changes in accounting rules, the director plan was amended to provide
that options will be fully vested on the date of grant. The exercise price of
options is equal to the fair market value of the common stock on the date of
grant. A total of 100,000 shares of common stock may be issued upon the exercise
of stock options granted under the plan. In September 1998, Messrs. Martin and
McKay each received an option to purchase 5,000 shares of common stock with an
exercise price of $15.00 per share. In June 1999, Messrs. Martin and McKay each
received an option to purchase 2,500 shares of common stock with an exercise
price of $     per share.

     In addition, directors are reimbursed for out-of-pocket expenses incurred
as a result of their service as directors.

EXECUTIVE COMPENSATION

     The following table sets forth information concerning the cash and non-cash
compensation during fiscal years 1997 and 1998 of:

     - our Chief Executive Officer

     - our five other most highly compensated executive officers during 1998 who
       were serving as executive officers at year-end 1998 and whose combined
       salary and bonus exceeded $100,000 during 1998.

                                       61
<PAGE>   63

                              ANNUAL COMPENSATION

<TABLE>
<CAPTION>
                                                                    LONG-TERM
                                                                   COMPENSATION
                                            ANNUAL COMPENSATION    ------------
                                            --------------------      OPTION       ALL OTHER
NAME AND TITLE(1)                    YEAR    SALARY     BONUS(2)      AWARDS      COMPENSATION
-----------------                    ----    ------     --------      ------      ------------
<S>                                  <C>    <C>         <C>        <C>            <C>
Robert T. Hale, Jr.................  1998   $246,163(3) $ 2,671           --        $    --
  Chief Executive Officer and        1997    355,431      2,770           --             --
  President
Robert T. Hale.....................  1998    187,708      1,484           --             --
  Chairman of the Board of           1997    220,692      2,725           --             --
  Directors
Joseph Haines(4)...................  1998     91,667     80,000       40,000             --
  Vice President of Local            1997         --         --           --             --
  Operations
James J. Crowley...................  1998    156,500         --      120,000             --
  Executive Vice President, Chief    1997    160,000      4,353           --             --
  Operating Officer and Secretary
Kevin B. McConnaughey..............  1998    138,487     14,755       14,620         13,487(5)
  Vice President and General         1997    100,961         --           --             --
  Manager of International Services
Michael F. Oyster(4)(6)............  1998     80,208     64,500       40,000             --
  Executive Vice President of        1997         --         --           --             --
  Networks and Product
  Development
</TABLE>

---------------
(1) George Alex commenced employment in February 1999 at an annual salary of
    $200,000. Mr. Alex received options to purchase 100,000 shares of common
    stock at exercise prices ranging from $15.00 to $50.00.

(2) Includes the cash value of travel awarded as bonuses. The 1998 amount
    includes amounts paid subsequent to December 31, 1998 related to 1998
    performance.

(3) Includes sales commissions of $20,538.

(4) Commenced employment with the Company in July 1998. We have agreed that, in
    the event that either Mr. Oyster or Mr. Haines is terminated without cause,
    50% of the shares subject to options held by him will vest immediately.

(5) Reimbursement for moving expenses.

(6) We have agreed that, in the event Mr. Oyster is terminated without cause, we
    will pay him three months' salary.

                                       62
<PAGE>   64

OPTION GRANTS IN 1998 AND YEAR-END OPTION VALUES

     The following tables set forth information regarding options granted to the
executive officers named in the compensation table above.

                       OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                                                       POTENTIAL VALUE AT
                                                                                      ASSUMED ANNUAL RATES
                                                                                         OF STOCK PRICE
                                             % OF TOTAL                                 APPRECIATION FOR
                                              OPTIONS                                    OPTION TERM(2)
                                OPTIONS      GRANTED TO    EXERCISE    EXPIRATION    ----------------------
                               GRANTED(1)    EMPLOYEES      PRICE         DATE          5%          10%
                               ----------    ----------    --------    ----------    --------    ----------
<S>                            <C>           <C>           <C>         <C>           <C>         <C>
Robert T. Hale, Jr. .........        --           --            --           --            --            --
Robert T. Hale...............        --           --            --           --            --            --
Joseph Haines................    40,000          5.4%       $30.00      7/15/08      $  4,990    $   47,959
James J. Crowley.............    66,667          9.0         15.00      7/15/08       628,898     1,593,750
                                 33,333          4.5         30.00      7/15/08            --       296,868
                                 20,000          2.7         50.00      7/15/08            --            --
                                -------         ----                                 --------    ----------
                                120,000         16.2                                  628,898     1,890,618
Kevin B. McConnaughey........     1,420          0.2         15.00      7/15/08        41,932       106,263
                                  6,000          0.8         30.00      7/15/08            --        79,167
                                  7,200          1.0         50.00      7/15/08            --            --
                                -------         ----                                 --------    ----------
                                 14,620          2.0                                   41,932       185,430
Michael F. Oyster............    10,000          1.3         15.00      7/15/08        13,395        33,947
                                 20,000          2.7         30.00      7/15/08            --        53,437
                                 10,000          1.3         50.00      7/15/08            --            --
                                -------         ----                                 --------    ----------
                                 40,000          5.3                                   13,395        87,384
</TABLE>

---------------
(1) Options vest in four equal annual installments.

(2) Amounts represent potential realizable values based on assumed rates of
    appreciation. These assumed rates are based on Securities and Exchange
    Commission requirements and do not reflect our projections or estimates of
    future stock price growth. Actual gains, if any, will depend upon the future
    performance of our common stock.

                             YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                                         NUMBER OF
                                                                        UNEXERCISED
                                                                         OPTIONS AT
                                                                     DECEMBER 31, 1998
                                                              --------------------------------
                                                                      UNEXERCISABLE(1)
                                                                      ----------------
<S>                                                           <C>
Robert T. Hale, Jr. ........................................                   --
Robert T. Hale..............................................                   --
Joseph Haines...............................................               40,000
James J. Crowley............................................              120,000
Kevin B. McConnaughey.......................................               14,620
Michael F. Oyster...........................................               40,000
</TABLE>

---------------
(1) There were no options with an exercise price less than the $15.00 fair
    market value of the common stock at fiscal year end, as determined by the
    Board of Directors.

EMPLOYEE BENEFIT PLANS

  1998 STOCK INCENTIVE PLAN

     Our 1998 Stock Incentive Plan was adopted in July 1998. This plan provides
for the grant of stock-based awards to our employees, officers, directors,
consultants and advisors.

                                       63
<PAGE>   65

     Under the plan, we may grant:

     - options that are intended to qualify as incentive stock options within
       the meaning of Section 422 of the Internal Revenue Code

     - options not intended to qualify as incentive stock options

     - restricted stock

     - other stock-based awards.

     Incentive stock options may be granted only to our employees. A total of
1,400,000 shares of common stock may be issued upon the exercise of options or
other awards granted under the plan. The number of shares with respect to which
awards may be granted to any employee under the plan may not exceed 700,000
during any calendar year. The exercisability of options or other awards may in
certain circumstances be accelerated in connection with an acquisition event, as
defined in the plan. Options and other awards may be granted at exercise prices
that are equal to, less than or greater than the fair market value of our common
stock. Our board of directors retains the right to lower the exercise price and
accelerate the vesting dates of outstanding options.

     The 1998 plan expires in June 2008, unless sooner terminated by our board
of directors. As of March 31, 1999, we had granted options to purchase an
aggregate of 870,391 shares of common stock under the plan. These options
generally become exercisable in four equal annual installments beginning on the
first anniversary of the date of grant.

  EMPLOYEE STOCK PURCHASE PLAN

     Our 1999 Employee Stock Purchase Plan, which will become effective upon the
closing of this offering, provides for the issuance of up to           shares of
common stock. Generally, all employees of Network Plus employed more than 20
hours per week, including officers and directors who are employees, are eligible
to participate in the plan. The plan consists of semiannual offerings beginning
on             and             of each year. The first offering under the plan
will commence on                . Each offering under the plan will be   months
in length. During each offering, the maximum number of shares of common stock
that may be purchased by an employee is determined on the first day of the
offering period under a formula whereby an amount equal to that percentage of
the employee's regular salary which he or she has elected to have withheld is
divided by      % of the market value of a share of common stock on the first
day of the offering period. An employee may elect to have up to a maximum of
     % deducted from his or her regular salary for the purpose of purchasing
shares under the plan. The price at which the employee's shares are purchased is
the lower of (1)      % of the closing price of the common stock on the day that
the offering commences or (2)      % of the closing price of the common stock on
the day that the offering terminates. The Board generally retains the authority
to change the timing of any offering.

  401(k) PLAN

     Effective January 1, 1995, we adopted our Employee 401(k) and Profit
Sharing Plan covering our eligible employees. Pursuant to this plan, employees
may elect to reduce their current compensation by up to the lesser of 15% of
eligible compensation or the statutorily prescribed annual limit ($10,000 in
1998) and have the amount of such reduction contributed to the plan. The plan
permits, but does not require, additional contributions by us on behalf of all
participants. We contributed $175,000 to the plan in 1995 and have made no
contributions since that time. The plan is intended to qualify under Section 401
of the Internal Revenue Code, so that contributions by employees or by us, and
income earned on plan contributions, are not taxable to employees until
withdrawn, and our contributions, if any, are deductible by us when made.

                                       64
<PAGE>   66

                              CERTAIN TRANSACTIONS

     Our office space in Quincy, Massachusetts is leased from a trust, the
beneficiaries of which are our principal stockholders. We make monthly rental
and condominium fee payments to the trust of $71,000. We paid $212,000 to the
trust in the first quarter of 1999, $808,000 in 1998, $680,000 in 1997 and
$644,000 in 1996. We believe that the terms of this lease are no less favorable
to us than could be obtained in an arms' length transaction.

     We are contingently liable as a guarantor on a bank loan made to this
trust. The outstanding balance on the loan was approximately $2.4 million at
March 31, 1999, $2.5 million at December 31, 1998 and $1.5 million at December
31, 1997. In addition, the trust was a guarantor of our previous bank credit
facility.

     On September 2, 1998, we paid a dividend in the aggregate amount of $5.0
million. As a result, $2.5 million was distributed to each of Robert T. Hale and
Robert T. Hale, Jr. Mr. Hale, Jr., reinvested approximately $1.9 million
(representing approximately the distribution to him, net of his estimated tax
liability resulting from such dividend) in the form of a long-term loan.
Interest on this loan accrues at Fleet's prime rate. The note was originally due
10 days after the redemption of our Series A preferred stock. Mr. Hale has
agreed to extend the date of this note until June 30, 2001. As of March 31,
1999, the outstanding balance on the loan was approximately $2.0 million,
including accrued interest.

     In December 1997, our stockholders, Robert T. Hale and Robert T. Hale, Jr.,
made loans to us totaling $1,755,000. Interest on the loans accrued at the
prevailing prime rate (8.5% at December 31, 1997) and was payable monthly. There
was no required period for principal repayment. The loans, including accrued
interest of $12,017, were repaid in May 1998.

     We previously had a service arrangement with a marketing company, the
controlling stockholders of which included our stockholders. The marketing
company provided services relating to establishing, training, and expanding our
sales organization. For the years ended December 31, 1997 and 1996, the amounts
paid to the marketing company were $55,000 and $132,000, respectively. This
service arrangement was terminated in May 1997.

                                       65
<PAGE>   67

                             PRINCIPAL STOCKHOLDERS

     The following table sets forth as of May 26, 1999 the number of shares of
common stock and the percentage of the outstanding shares of common stock that
are beneficially owned by:

     - each person that is the beneficial owner of more than 5% of the
       outstanding shares of common stock

     - each director

     - each officer named in the annual compensation table

     - all of our current directors and executive officers as a group.

<TABLE>
<CAPTION>
                                                                                 PERCENTAGE OF SHARES
                                                                                  BENEFICIALLY OWNED
                                            SHARES       SHARES ISSUABLE UPON    --------------------
                                         BENEFICIALLY     EXERCISE OF STOCK      PRIOR TO     AFTER
NAME OF BENEFICIAL OWNER                    OWNED        OPTIONS OR WARRANTS     OFFERING    OFFERING
------------------------                 ------------    --------------------    --------    --------
<S>                                      <C>             <C>                     <C>         <C>
5% STOCKHOLDERS
  Robert T. Hale.......................    4,915,000(1)              0             49.2%
  c/o Network Plus Corp.
  Robert T. Hale, Jr...................    5,145,000(2)              0             51.5%
  c/o Network Plus Corp.
OTHER DIRECTORS
  James J. Crowley.....................            0            30,000                *
  David Martin.........................            0             3,750                *
  Joseph C. McNay......................            0             3,750                *
OTHER EXECUTIVE OFFICERS LISTED IN THE
  ANNUAL COMPENSATION TABLE
  Joseph Haines........................            0            10,000                *
  Kevin B. McConnaughey................            0             3,655                *
ALL DIRECTORS AND EXECUTIVE OFFICERS AS
  A GROUP (10 PERSONS).................   10,000,000            86,155              100%
</TABLE>

---------------
(1) Includes 60,000 shares held by a trust for the benefit of Mr. Hale, Jr.'s
    children, over which shares Robert T. Hale has sole voting and dispositive
    power. Mr. Hale disclaims beneficial ownership of such shares.

(2) Includes 145,000 shares held by various trusts for the benefit of Mr. Hale's
    grandchildren and children, including Mr. Hale, Jr., over which shares
    Robert T. Hale, Jr. has shared voting and dispositive power, and the shares
    described in (1) above. Mr. Hale, Jr., disclaims beneficial ownership of
    such shares.

  * Less than 1%

     Except as noted, each stockholder possesses sole voting and investment
power with respect to the shares listed. The information excludes options that
vest subsequent to July 25, 1999.

                                       66
<PAGE>   68

                          DESCRIPTION OF CAPITAL STOCK

     Upon the closing of this offering, our corporate charter will authorize
               shares of common stock and 1,000,000 shares of preferred stock.
Our charter currently authorizes 20,000,000 shares of common stock and 1,000,000
shares of preferred stock. Currently, 50,000 shares of preferred stock are
designated 13.5% Series A Cumulative Preferred Stock due 2009, of which 40,000
shares are outstanding, and 50,000 shares are designated 13.5% Series A1
Cumulative Preferred Stock due 2009, of which no shares are outstanding. Upon
the closing of this offering, we will redeem all of the outstanding shares of
Series A preferred stock and amend and restate our charter to eliminate all
references to the Series A preferred stock and Series A1 preferred stock. As of
May 24, 1999, there were 10,000,000 shares of common stock issued and
outstanding and held of record by five stockholders.

COMMON STOCK

     Holders of common stock are entitled to one vote per share on all matters
submitted to a vote of the stockholders, including the election of directors.
The holders of common stock are entitled to receive dividends when and as
declared by our board of directors out of legally available funds. If any shares
of preferred stock are outstanding, the payment of dividends or other
distributions on the common stock may be subject to the declaration and payment
of preferential dividends on the preferred stock.

     Upon our liquidation, dissolution or winding up, whether voluntary or
involuntary, any assets remaining after the satisfaction in full of the prior
rights of creditors and the aggregate liquidation preference of any outstanding
preferred stock will be distributed to the holders of common stock ratably in
proportion to the number of shares held by them.

PREFERRED STOCK

     Under our charter, our board of directors has the authority to issue up to
1,000,000 shares of preferred stock from time to time in one or more series and
to determine their preferences, terms and rights. Accordingly, our board of
directors has the power to establish the provisions, if any, relating to
dividends, voting rights, redemption rates, sinking funds, liquidation
preferences and conversion rights for any series of preferred stock issued in
the future.

     One of the effects of undesignated preferred stock may be to enable our
board of directors to render more difficult or to discourage an attempt to
obtain control of us by means of a tender offer, proxy contest, merger or
otherwise, and thereby to protect the continuity of our management. The issuance
of shares of the preferred stock may adversely affect the rights of the holders
of common stock. For example, preferred stock issued may rank prior to the
common stock as to dividend rights, liquidation preference or both, may have
full or limited voting rights and may be convertible into shares of common
stock. Accordingly, the issuance of shares of preferred stock may discourage
bids for the common stock or may otherwise adversely affect the market price of
the common stock.

UNIT WARRANTS

     In September 1998, we sold units consisting of shares of our Series A
preferred stock and warrants to purchase shares of our common stock. The
warrants have an exercise price of $.01 per share.

     Outstanding warrants to purchase an aggregate of 310,000 shares of our
common stock may be exercised beginning 180 days after the closing of this
offering, upon a change of control event or in other specified circumstances. In
addition, if this offering does not close by August 15, 1999, warrants to
purchase an additional 54,540 shares of our common stock will be

                                       67
<PAGE>   69

released on September 1, 1999 to the holders of our Series A preferred stock. If
released, these warrants will become exercisable at the same time as the
warrants described above.

     The warrants expire on September 1, 2009. Prior to exercise, the holders do
not have any voting or other rights of stockholders. The exercise price and
number of shares of common stock issuable upon exercise of the warrants are
subject to adjustment upon specified changes in our capitalization or corporate
structure. The holders of the warrants may pay the exercise price either in cash
or through a so-called cashless exercise. A cashless exercise involves a
reduction in the total number of shares obtained upon exercise by the number of
shares that have an aggregate current value equal to the aggregate exercise
price.

     Holders have the right to require us to register the shares of common stock
underlying their warrants in specified circumstances. In particular, if the
holders of warrants representing 50% or more of the total shares underlying the
warrants so request, we must, on one occasion no sooner than 180 days after the
closing of this offering, register the shares underlying their warrants. This
right is subject to our right to delay the registration if our board of
directors determines that it would require the premature disclosure of material
confidential information or for other specified reasons.

OTHER WARRANTS

     In connection with our amendment to the Goldman/Fleet credit facility, we
issued warrants to purchase an aggregate of 5,000 shares of common stock at an
exercise price of $.01 per share. The exercise price and number of shares of
common stock issuable upon exercise of the warrants are subject to adjustment
upon specified changes in our capitalization or corporate structure. The
warrants may be exercised commencing 180 days after the closing of this offering
and before May 27, 2004. The holders of the warrants may pay the exercise price
through a cashless exercise.

LIMITATION OF LIABILITY OF DIRECTORS

     Our charter eliminates the personal liability of our directors to us or our
stockholders for monetary damages for breach of their fiduciary duty to the full
extent permitted by Delaware corporate law.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our charter provides that our directors and officers shall be indemnified
by us to the fullest extent authorized by Delaware corporate law, as it now
exists or may in the future be amended, against all expenses and liabilities
reasonably incurred in connection with service for or on behalf of us.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
our charter, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

     We have purchased a general liability insurance policy that covers certain
liabilities of our directors and officers arising out of claims based on acts
and omissions in their capacity as directors and officers.

CHARTER AND BY-LAW PROVISIONS

     We have certain charter and by-law provisions that have the effect of
discouraging, delaying or making more difficult a change in control of us or
preventing the removal of incumbent directors even if a majority of our
stockholders were to deem such an attempt to be in our best interests. These
provisions include a classified board of directors, limitations in the manner in
                                       68
<PAGE>   70

which directors are elected and limitations on matters that may be presented at
meetings by stockholders.

TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Co.

                                       69
<PAGE>   71

                      DESCRIPTION OF CERTAIN INDEBTEDNESS

GOLDMAN/FLEET CREDIT FACILITY

     In October 1998, we entered into a loan and security agreement with Goldman
Sachs Credit Partners L.P. and Fleet National Bank through which we obtained
access to a credit facility. This 18-month facility provides revolving loans in
an aggregate amount of up to $60.0 million. Availability under this facility is
based upon formulas using accounts receivable and cash receipts. Advances under
the facility bear interest at 1.0% over the banks' prime rate. We pay net
facility fees in the aggregate amount of $40,000 per month. In addition, we pay
an unused line fee of 0.5% per year on the unused portion of this facility.
Advances under the facility are secured by a continuing security interest in all
of our assets.

     Under this facility we have agreed, among other things, to achieve minimum
EBITDA and revenue targets, and debt-to-revenue ratios, and to not, without the
prior written consent of the lenders, incur additional indebtedness, undertake
any corporate reorganization, dispose of any of our assets, declare or pay any
dividends or undertake other specified actions.

     Other than draw-downs utilized to cover closing costs, which we immediately
paid, we did not utilize this facility in 1998.

     We amended our October 1998 loan and security agreement effective January
1, 1999 to provide us with additional operating flexibility. At the time of this
amendment we issued five-year warrants to our lenders to purchase an aggregate
of 5,000 shares of common stock for an exercise price of $.01 per share.

STOCKHOLDER LOAN

     On September 2, 1998, Robert T. Hale, Jr., our President and Chief
Executive Officer, loaned approximately $1.9 million to us. This was originally
due 10 days after the redemption of our Series A preferred stock. Mr. Hale has
agreed to extend the due date of this loan until July 31, 2001.

COMDISCO FACILITY

     In December 1998, we entered into an equipment lease facility with
Comdisco, Inc. through Network Plus, Inc., our operating subsidiary. Network
Plus Corp. provided a guarantee under this agreement. As of May 12, 1999, we had
financed $29.9 million of equipment through this agreement.

     We have used this facility to finance switching equipment for our central
offices in Quincy, Massachusetts and Orlando for a five-year term and other
electronic and information technology equipment in various locations for a
three-year term. Payments are calculated as a variable percentage of the
purchase price of the equipment using an interest rate that floats with the
five-year U.S. Treasury Rate and are payable quarterly.

     At the end of each lease term we have the option to purchase the equipment
for an amount no greater than 85% of the retail fair market value of the
equipment.

     Unused availability under the Comdisco facility terminates on December 31,
1999.

                                       70
<PAGE>   72

                        SHARES ELIGIBLE FOR FUTURE SALE

     Before this offering, there has been no public market for our securities.
After we complete this offering, based upon the number of shares outstanding at
May 24, 1999, there will be                shares of our common stock
outstanding (assuming no exercise of the underwriters' over-allotment option and
no exercise of outstanding options to purchase common stock). Of these
outstanding shares, the                shares sold in this offering will be
freely tradeable without restriction or further registration under the
Securities Act of 1933, except that any shares purchased by our "affiliates", as
that term is defined in Rule 144 under the Securities Act, may generally only be
sold in compliance with the limitations of Rule 144 described below.

SALES OF RESTRICTED SHARES

     The remaining                shares outstanding after this offering are
deemed "restricted securities" under Rule 144. Of these restricted securities:

     - approximately                shares will be eligible for sale in the
       public market immediately following this offering pursuant to Rule 144(k)
       under the Securities Act

     - approximately                shares will be eligible for sale in the
       public market in accordance with Rule 144 or Rule 701 under the
       Securities Act beginning 90 days after the date of this prospectus

     - approximately                shares will be eligible for sale in the
       public market, subject to the provisions of Rule 144 under the Securities
       Act, upon expiration of lock-up agreements with representatives of the
       underwriters 180 days after the date of this prospectus.

     In general, under Rule 144 a stockholder, including one of our affiliates,
who has beneficially owned his or her restricted securities for at least one
year is entitled to sell, within any three-month period commencing 90 days after
the date of this prospectus, a number of shares that does not exceed the greater
of 1% of the then outstanding shares of our common stock (approximately
               shares immediately after this offering) or the average weekly
trading volume in our common stock during the four calendar weeks preceding the
date on which notice of the sale was filed under Rule 144, provided certain
requirements concerning availability of public information, manner of sale and
notice of sale are satisfied.

     In addition, a stockholder that is not one of our affiliates at any time
during the three months preceding a sale and who has beneficially owned the
shares proposed to be sold for at least two years is entitled to sell the shares
immediately under Rule 144(k) without compliance with the requirements under
Rule 144.

     Securities issued in reliance on Rule 701, such as shares of our common
stock acquired pursuant to the exercise of options granted under our stock
plans, are also restricted securities and, beginning 90 days after the date of
this prospectus, may be sold by stockholders other than our affiliates subject
only to the manner of sale provisions of Rule 144 and by affiliates under Rule
144 without compliance with its one-year holding period requirement.

LOCK-UP AGREEMENTS

     In addition to the requirements of Rule 144 and Rule 701, our officers and
directors and certain of our securityholders, who in the aggregate hold
approximately                shares, or      %, of our common stock (including
               shares of common stock that may be acquired pursuant to the
exercise of options held by them) on the date of this prospectus, have agreed
that, for a period of 180 days after the date of this prospectus, they will not
sell, consent to sell or otherwise dispose of any shares of our common stock, or
any shares convertible into or exchangeable for shares of our common stock,
owned directly by such persons or with

                                       71
<PAGE>   73

respect to which they have the power of disposition, without the prior written
consent of Goldman, Sachs & Co., acting on behalf of the representatives of the
underwriters.

STOCK OPTIONS

     We intend to file registration statements on Form S-8 with respect to the
aggregate of                shares of common stock issuable under our incentive
plan, director plan and employee stock purchase plan promptly following the
consummation of this offering. Shares issued upon the exercise of stock options
after the effective date of the Form S-8 registration statements will be
eligible for resale in the public market without restriction, except that
affiliates must comply with Rule 144, and the lock-up agreements noted above
will apply to these shares.

WARRANTS

     See "Description of Capital Stock -- Warrants" for a description of shares
issuable upon the exercise of our outstanding warrants.

EFFECT OF SALES OF SHARES

     Prior to this offering, there has been no public market for our common
stock, and we make no prediction as to the effect, if any, that market sales of
shares of common stock or the availability of shares for sale will have on the
market price of our common stock prevailing from time to time. Nevertheless,
sales of significant numbers of shares of our common stock in the public market
could adversely affect the market price of the common stock and could impair our
future ability to raise capital through a stock offering.

                                 LEGAL MATTERS

     The validity of the common stock will be passed upon for us by Hale and
Dorr LLP, Boston, Massachusetts. Certain legal matters will be passed upon for
the underwriters by Cravath, Swaine & Moore, New York, New York.

                                    EXPERTS

     Our consolidated financial statements as of December 31, 1997 and 1998 and
for each of the years in the three-year period ended December 31, 1998 have been
included in this prospectus in reliance on the reports of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of that firm as experts in
accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act with respect to the shares to be
sold in this offering. This prospectus does not contain all the information set
forth in the registration statement. For further information with respect to us
and the shares to be sold in this offering, please refer to the registration
statement and the accompanying exhibits and schedules. Statements contained in
this prospectus as to the contents of any contract, agreement or other document
are not necessarily complete, and in each instance reference is made to the copy
of each contract, agreement or other document filed as an exhibit to the
registration statement.

     You may read and copy all or any portion of the registration statement or
any reports, statements or other information we file at the SEC's public
reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.C.,
Washington, D.C. 20549 and at its regional offices located at Seven World Trade
Center, 13th Floor, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. You can request copies of these documents upon
                                       72
<PAGE>   74

payment of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Our filings, including the registration statement, are also available to
you on the SEC's Internet site at www.sec.gov.

     We intend to send to our stockholders annual reports containing audited
consolidated financial statements.

                                       73
<PAGE>   75

                               NETWORK PLUS CORP.

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Report of Independent Accountants...........................  F-2
Consolidated Financial Statements:
  Consolidated balance sheets as of December 31, 1997 and
     1998 (audited), and March 31, 1999 (unaudited).........  F-3
  Consolidated statements of operations for the years ended
     December 31, 1996, 1997 and 1998 (audited), and for the
     three months ended March 31, 1998 and 1999
     (unaudited)............................................  F-5
  Consolidated statements of stockholders' equity (deficit)
     for the years ended December 31, 1996, 1997 and 1998
     (audited), and for the three months ended March 31,
     1999 (unaudited).......................................  F-6
  Consolidated statements of cash flows for the years ended
     December 31, 1996, 1997 and 1998 (audited), and for the
     three months ended March 31, 1998 and 1999
     (unaudited)............................................  F-7
Notes to Consolidated Financial Statements..................  F-9
</TABLE>

                                       F-1
<PAGE>   76

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of Network Plus Corp.:

     In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, stockholders' equity (deficit)
and cash flows present fairly, in all material respects, the financial position
of Network Plus Corp. and its subsidiary at December 31, 1997 and 1998 and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1998, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
March 17, 1999,
except for the information
in Note 9, for which the
date is March 23, 1999

                                       F-2
<PAGE>   77

                               NETWORK PLUS CORP.

                          CONSOLIDATED BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                         MARCH 31, 1999
                                                DECEMBER 31,        -------------------------
                                             -------------------                 (PRO FORMA
                                              1997        1998      (ACTUAL)    AS ADJUSTED)
                                              ----        ----      --------    ------------
                                                                           (UNAUDITED)
<S>                                          <C>        <C>         <C>         <C>
                                           ASSETS
CURRENT ASSETS
Cash and cash equivalents..................  $ 1,567    $ 12,197    $  3,578         $
Accounts receivable, net of allowance for
  doubtful accounts of $926, $513 and
  $1,172, respectively.....................   16,927      16,225      20,683           20,683
Investments................................    9,500          --          --               --
Prepaid expenses...........................      415         760         877              877
Deferred taxes.............................       --         277         277              277
Other current assets.......................      112       1,591       3,214            3,214
                                             -------    --------    --------         --------
          Total current assets.............   28,521      31,050      28,629
PROPERTY AND EQUIPMENT, NET................    6,957      15,822      41,370           41,370
OTHER ASSETS...............................      103         821         726              726
INVESTMENT.................................       --          --       2,500            2,500
DEFERRED TAXES.............................       --       1,175       2,985            2,985
                                             -------    --------    --------         --------
          TOTAL ASSETS.....................  $35,581    $ 48,868    $ 76,210         $
                                             =======    ========    ========         ========
                       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Revolving line of credit...................  $ 4,510    $     --    $     --         $     --
Accounts payable...........................   17,445      11,402      17,230           17,230
Accrued liabilities........................    2,245       2,617       3,526            3,526
Notes payable to stockholders..............    1,755          --          --               --
Current portion of debt and capital lease
  obligations..............................    5,694         863       7,703            7,703
                                             -------    --------    --------         --------
          Total current liabilities........   31,649      14,882      28,459           28,459
LONG-TERM DEBT AND CAPITAL LEASE
  OBLIGATIONS..............................    3,623       3,147      20,096           20,096
LONG-TERM NOTE PAYABLE TO STOCKHOLDER......       --       1,875       1,961            1,961
DEFERRED TAXES.............................       --         491         491              491
OTHER LONG-TERM LIABILITIES................       --          50          --               --
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PREFERRED STOCK
  13.5% Series A Cumulative Preferred Stock
     due 2009, $.01 par value, 50 shares
     authorized, 40 shares issued and
     outstanding (aggregate liquidation
     preference of $43,226 at March 31,
     1999).................................       --      35,146      36,700               --
</TABLE>

                                       F-3
<PAGE>   78

<TABLE>
<CAPTION>
                                                                         MARCH 31, 1999
                                                DECEMBER 31,        -------------------------
                                             -------------------                 (PRO FORMA
                                              1997        1998      (ACTUAL)    AS ADJUSTED)
                                              ----        ----      --------    ------------
                                                                           (UNAUDITED)
<S>                                          <C>        <C>         <C>         <C>
STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, $.01 par value, 20,000
     shares authorized, 10,000 shares
     issued and outstanding................      100         100         100
Additional paid-in capital.................      183          --          --
Warrants...................................       --       4,359       4,359            4,359
Retained earnings (accumulated deficit)....       26     (11,182)    (15,956)
                                             -------    --------    --------         --------
          Total stockholders' equity
            (deficit)......................      309      (6,723)    (11,497)
                                             -------    --------    --------         --------
          TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY
            (DEFICIT)......................  $35,581    $ 48,868    $ 76,210         $
                                             =======    ========    ========         ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-4
<PAGE>   79

                               NETWORK PLUS CORP.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                           THREE MONTHS
                                         YEAR ENDED DECEMBER 31,         ENDED MARCH 31,
                                      ------------------------------    ------------------
                                       1996       1997        1998       1998       1999
                                       ----       ----        ----       ----       ----
                                                                           (UNAUDITED)
<S>                                   <C>        <C>        <C>         <C>        <C>
Revenue.............................  $75,135    $98,209    $105,545    $25,202    $33,581
Operating expenses
  Costs of services.................   57,208     78,106      78,443     18,836     26,546
  Selling, general and
     administrative expenses........   19,230     25,704      29,426      5,544     10,716
  Depreciation and amortization.....      533        994       2,037        468        984
                                      -------    -------    --------    -------    -------
                                       76,971    104,804     109,906     24,848     38,246
                                      -------    -------    --------    -------    -------
Operating loss......................   (1,836)    (6,595)     (4,361)       354     (4,665)
Other income (expense)
  Interest and dividend income......       95         86         395          3        141
  Interest expense..................     (313)      (557)     (1,474)      (285)      (521)
  Other income, net.................    3,529      3,917         151         21         18
                                      -------    -------    --------    -------    -------
                                        3,311      3,446        (928)      (261)      (362)
                                      -------    -------    --------    -------    -------
Net income (loss) before income
  taxes.............................    1,475     (3,149)     (5,289)        93     (5,027)
Provision (credit) for income
  taxes.............................       60         42        (906)         9     (1,810)
                                      -------    -------    --------    -------    -------
Net income (loss)...................    1,415     (3,191)     (4,383)        84     (3,217)
Preferred stock dividends and
  accretion of offering expenses and
  discount..........................       --         --      (2,005)        --     (1,554)
                                      -------    -------    --------    -------    -------
Net income (loss) applicable to
  common stockholders...............  $ 1,415    $(3,191)   $ (6,388)   $    84    $(4,771)
                                      =======    =======    ========    =======    =======
Net income (loss) per share
  applicable to common
  stockholders -- basic and
  diluted...........................  $  0.14    $ (0.32)   $  (0.64)   $  0.01    $ (0.48)
                                      =======    =======    ========    =======    =======
Weighted average shares
  outstanding -- basic and
  diluted...........................   10,000     10,000      10,000     10,000     10,000
                                      =======    =======    ========    =======    =======
Pro forma data:
Historical income (loss) before
  Income taxes......................  $ 1,475    $(3,149)   $ (5,289)   $    93    $(5,027)
Pro forma provision (credit) for
  income taxes......................      607     (1,094)     (1,904)        33     (1,810)
                                      -------    -------    --------    -------    -------
Pro forma net income (loss).........      868     (2,055)     (3,385)        60     (3,217)
Historical preferred stock dividends
  and accretion of offering expenses
  and discount......................       --         --      (2,005)        --     (1,554)
                                      -------    -------    --------    -------    -------
Pro forma net income (loss)
  applicable to common
  stockholders......................  $   868    $(2,055)   $ (5,390)   $    60    $(4,771)
                                      =======    =======    ========    =======    =======
Pro forma net income (loss) per
  share applicable to common
  stockholders -- basic and
  diluted...........................  $  0.09    $ (0.21)   $  (0.54)   $  0.01    $ (0.48)
                                      =======    =======    ========    =======    =======
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-5
<PAGE>   80

                               NETWORK PLUS CORP.

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                   RETAINED         TOTAL
                                         COMMON STOCK,   ADDITIONAL                EARNINGS     STOCKHOLDERS'
                                             $0.01        PAID-IN                (ACCUMULATED      EQUITY
                                           PAR VALUE      CAPITAL     WARRANTS     DEFICIT)       (DEFICIT)
                                         -------------   ----------   --------   ------------   -------------
<S>                                      <C>             <C>          <C>        <C>            <C>
Balance at December 31, 1996...........      $100           $183                   $  3,818       $  4,101
Net loss...............................                                              (3,191)        (3,191)
Distributions to stockholders..........                                                (601)          (601)
                                             ----           ----       ------      --------       --------
Balance at December 31, 1997...........       100            183                         26            309
Net loss...............................                                              (4,383)        (4,383)
Distributions to stockholders..........                                                  (3)            (3)
Common stock dividends.................                                              (5,000)        (5,000)
Issuance of 310 warrants...............                                $4,359                        4,359
Dividends on Preferred stock...........                     (183)                    (1,631)        (1,814)
Accretion of preferred stock offering
  expenses and discount................                                                (191)          (191)
                                             ----           ----       ------      --------       --------
Balance at December 31, 1998...........       100             --        4,359       (11,182)        (6,723)
Distributions to stockholders..........                                                  (3)            (3)
Dividends on preferred stock...........                                              (1,411)        (1,411)
Accretion of preferred stock offering
  expenses and discount................                                                (143)          (143)
Net loss...............................                                              (3,217)        (3,217)
                                             ----           ----       ------      --------       --------
Balance at March 31, 1999
(unaudited)............................      $100           $ --       $4,359      $(15,956)      $(11,497)
                                             ====           ====       ======      ========       ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-6
<PAGE>   81

                               NETWORK PLUS CORP.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         THREE MONTHS
                                                           YEAR ENDED DECEMBER 31,      ENDED MARCH 31,
                                                         ---------------------------   -----------------
                                                          1996      1997      1998      1998      1999
                                                          ----      ----      ----      ----      ----
                                                                                          (UNAUDITED)
<S>                                                      <C>       <C>       <C>       <C>       <C>
Cash flows from operating activities:
  Net income (loss)....................................  $ 1,415   $(3,191)  $(4,383)  $    84   $(3,217)
Adjustments to reconcile net income to net cash
  provided by (used for) operating activities:
  Depreciation and amortization........................      533       994     2,037       468       984
  Provision for losses on accounts receivable..........    1,102     4,104     1,931       246       910
  Interest payable on note payable to stockholder......       --        --        --        --        36
  Amortization of AT&T credits.........................   (1,810)       --        --        --        --
  Valuation of Tel-Save common stock warrants..........   (2,093)   (3,837)       --        --        --
  Gain on sale of Tel-Save common stock................   (1,367)       --        --        --        --
Changes in assets and liabilities:
  Accounts receivable..................................   (1,584)   (6,059)   (1,229)      114    (5,481)
  Prepaid expenses.....................................     (218)     (107)     (345)     (470)     (117)
  Deferred taxes.......................................       --        --    (1,452)       --    (1,810)
  Other current assets.................................        5       (19)   (1,479)       (2)   (1,510)
  Other long-term assets...............................      (13)      (34)     (718)      (61)       95
  Accounts payable.....................................    4,146     8,022    (6,043)    1,605     5,828
  Accrued liabilities..................................     (438)      311       422       492       909
  Deferred taxes.......................................       --        --       491        --        --
                                                         -------   -------   -------   -------   -------
Net cash provided by (used for) operating activities...     (322)      184   (10,768)    2,476    (3,373)
  Cash flows from investing activities:
  Capital expenditures.................................   (2,135)   (3,363)  (10,919)     (230)   (6,601)
  Proceeds from sale of Tel-Save common stock..........    4,167        --     9,500        --        --
  Exercise of Tel-Save common stock warrants...........   (2,800)   (3,570)       --        --        --
  Investment...........................................       --        --        --        --    (2,500)
  Other................................................      124         9        17        --        --
                                                         -------   -------   -------   -------   -------
Net cash provided by (used for) investing activities...     (644)   (6,924)   (1,402)     (230)   (9,101)
Cash flows from financing activities:
  Net proceeds from (payments on) from line of
    credit.............................................    2,000     2,510    (4,510)   (2,640)       --
  Net proceeds from issuance of preferred stock and
    warrants...........................................       --        --    37,500        --        --
  Proceeds from note payable...........................    1,000        --        --        --        --
  Proceeds from (payments on) notes payable to
    stockholders.......................................       --     1,755    (1,755)       --        --
  Proceeds from note payable to stockholder............       --        --     1,875        --        --
  Proceeds from sale and leaseback of fixed assets.....       --     3,450        --        --     4,443
  Payments on debt and capital lease obligations.......     (167)   (1,110)   (5,307)     (839)     (585)
  Distribution to stockholders.........................   (1,237)     (601)   (5,003)       --        (3)
                                                         -------   -------   -------   -------   -------
Net cash provided by financing activities..............    1,596     6,004    22,800    (3,479)    3,855
                                                         -------   -------   -------   -------   -------
Net increase (decrease ) in cash.......................      630      (736)   10,630    (1,233)   (8,619)
Cash or cash equivalents, beginning of year............    1,673     2,303     1,567     1,567    12,197
                                                         -------   -------   -------   -------   -------
Cash or cash equivalents, end of year..................  $ 2,303   $ 1,567   $12,197   $   334   $ 3,578
                                                         =======   =======   =======   =======   =======
</TABLE>

                                       F-7
<PAGE>   82

<TABLE>
<CAPTION>
                                                                                         THREE MONTHS
                                                           YEAR ENDED DECEMBER 31,      ENDED MARCH 31,
                                                         ---------------------------   -----------------
                                                          1996      1997      1998      1998      1999
                                                          ----      ----      ----      ----      ----
                                                                                          (UNAUDITED)
<S>                                                      <C>       <C>       <C>       <C>       <C>
Supplemental Cash Flow Information:
Cash paid during the year for:
Interest...............................................  $   298   $   498   $ 1,114   $   285   $   327
                                                         =======   =======   =======   =======   =======
Income taxes...........................................  $   243   $    15   $   111   $    --   $   202
                                                         =======   =======   =======   =======   =======
Noncash Investing and Financing Activities:
Fixed assets acquired under capital leases.............  $    --   $ 1,521   $    28   $    --   $23,999
                                                         =======   =======   =======   =======   =======
Preferred stock dividends paid-in-kind.................  $    --   $    --   $ 1,814   $    --   $ 1,411
                                                         =======   =======   =======   =======   =======
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-8
<PAGE>   83

                               NETWORK PLUS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITY

     Network Plus Corp. (the "Company") is a network-based communications
provider offering broadband data and telecommunications services. The Company's
bundled product offerings include local and long distance services, as well as
enhanced, high-speed data and Internet services. Since 1990, the Company has
provided its services primarily to small and medium-sized businesses located in
major markets in the northeastern and southeastern regions of the United States.
The Company also provides international wholesale termination and transport
services primarily to major domestic and international telecommunication
carriers. Revenue is also derived from the sale of local and long distance
services, data and Internet services, toll-free services, and calling and debit
card and paging services. All revenues are billed and collected in U.S. dollars.

     In the event the Company is unable to raise sufficient or any additional
capital, the Company intends to scale back and delay its anticipated network and
operational infrastructure expansion and seek additional financing from existing
vendors and commercial lenders or through the issuance of debt or equity
securities. The Company believes that it will be able to finance its operations
under these circumstances through at least June 2000.

BASIS OF PRESENTATION

     On July 15, 1998, Network Plus Corp. was incorporated in the State of
Delaware. The stockholders of Network Plus, Inc. contributed 100% of their
shares to the Company, in return for an aggregate of 10,000,000 shares of the
common stock. Accordingly, Network Plus, Inc. became a wholly-owned subsidiary
of the Company.

     The Company's consolidated financial statements reflect the financial
position and results of operations of its wholly-owned subsidiary, Network Plus,
Inc. All intercompany transactions are eliminated in consolidation. For periods
prior to the formation of the Company on July 15, 1998, the financial statements
reflect the activities of Network Plus, Inc., as it was the sole operating
entity.

UNAUDITED INTERIM FINANCIAL STATEMENTS

     The accompanying consolidated financial statements of the Company for the
three months ended March 31, 1998 and 1999 are unaudited. In the opinion of
management, the accompanying consolidated financial statements contain all
adjustments necessary for a fair presentation of the Company's financial
position, results of operations and cash flows at the dates and for the periods
indicated, which adjustments, consist only of adjustments of a normal, recurring
nature.

CASH EQUIVALENTS

     All highly liquid cash investments with maturities of three months or less
at date of purchase are considered to be cash equivalents. At December 31, 1998
and March 31, 1999 (unaudited), $1,063 and $263, respectively, of cash
equivalents are restricted for use as collateral for outstanding letters of
credit.

PROPERTY AND EQUIPMENT

     Property and equipment are recorded at cost and are depreciated using the
straight-line method over the estimated useful lives of the assets.

                                       F-9
<PAGE>   84
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Leasehold improvements are amortized over the shorter of the lease term or
the estimated useful life of the improvements. Upon retirement or other
disposition of property and equipment, the cost and related depreciation are
removed from the accounts and the resulting gain or loss is reflected in
earnings.

     On January 1, 1999, the Company adopted the provisions of Statement of
Position 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." Accordingly, the Company capitalizes costs
associated with the design and implementation of the Company's network including
internally and externally developed software. Capitalized external software
costs include the actual costs to purchase existing software from vendors.
Capitalized internal software costs generally include personnel costs incurred
in the enhancement and implementation of purchased software packages. Through
March 31, 1999, no material internal costs have been capitalized.

     Long-lived assets and identifiable intangibles held and used are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of the assets or intangibles may exceed the undiscounted future
net cash flow expected to be generated by such assets. If it is determined that
impairment has occurred, the asset is written down to fair value as determined
by market value or discounted cash flow.

CAPITAL LEASES

     Capital leases, those leases which transfer substantially all benefits and
risks of ownership, are accounted for as acquisitions of assets and incurrences
of obligations. Capital lease amortization is included in depreciation and
amortization expense, with the amortization period equal to the estimated useful
life of the assets. Interest on the related obligation is recognized over the
lease term at a constant periodic rate.

REVENUE RECOGNITION AND ACCOUNTS RECEIVABLE

     Telecommunication revenues and accounts receivable are recognized when
calls are completed or when services are provided. Accounts receivable include
both billed and unbilled amounts, and are reduced by an estimate for
uncollectible amounts. Unbilled amounts result from the Company's monthly
billing cycles and reflect telecommunications services provided in the 30 days
prior to the reporting date. These amounts are billed within 30 days subsequent
to the reporting date and are expected to be collected under standard terms
offered to customers.

     Unbilled amounts were $7,594, $8,563 and $11,626 at December 31, 1997, 1998
and March 31, 1999 (unaudited), respectively.

COSTS OF SERVICES

     Costs of services include costs of origination, transport and termination
of traffic, exclusive of depreciation and amortization.

INCOME TAXES

     Effective March 1, 1992, the Company elected by the consent of its
stockholders to be taxed under the provisions of Subchapter S of the Internal
Revenue Code. Under those provisions, the Company did not pay corporate Federal
income taxes on its taxable income. Instead, the stockholders were liable for
individual income taxes on their share of the Company's taxable income.

                                      F-10
<PAGE>   85
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The issuance of preferred stock on September 3, 1998 terminated the
Company's election to be taxed under the provisions of Subchapter S of the
Internal Revenue Code. Accordingly, subsequent to September 3, 1998, the Company
provides for and reports statutory Federal and state income taxes, as necessary.
These financial statements also present, on a pro forma basis, Federal and state
income taxes assuming the Company had been a C Corporation for all periods
presented.

     The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes". SFAS
109 is an asset and liability approach that requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of events
that have been recognized in the Company's financial statements or tax returns.
In estimating future tax consequences, SFAS 109 generally considers all expected
future events other than enactment of changes in the tax law or rates.

EARNINGS (LOSS) PER SHARE

     The Company computes and reports earnings per share in accordance with the
provisions of SFAS No. 128, "Earnings Per Share". The computations of basic and
diluted earnings (loss) per common share are based upon the weighted average
number of common shares outstanding and potentially dilutive securities.
Potentially dilutive securities include convertible preferred stock, stock
options and warrants.

     Pro forma net loss per share reflecting the Company's conversion from an S
Corporation to a C Corporation is presented using an estimated effective income
tax rate of approximately 35% to 41%.

CONCENTRATION OF RISK

     Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts receivable. In
addition, risk exists in cash deposited in banks that may, at times, be in
excess of FDIC insurance limits. The trade accounts receivable risk is limited
due to the breadth of entities comprising the Company's customer base and their
dispersion across different industries and geographical regions. The Company
evaluates the credit worthiness of customers, as appropriate, and maintains an
adequate allowance for potential uncollectible accounts.

USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

RECLASSIFICATIONS

     Certain amounts in the financial statements for prior years have been
reclassified to conform with the current year presentation. Such
reclassifications had no effect on previously reported results of operations.

PRO FORMA AS ADJUSTED BALANCE SHEET (UNAUDITED)

     Upon the closing of the Company's initial public offering, all of the
outstanding shares of the Series A preferred stock will be redeemed by the
Company using the proceeds of the offering.
                                      F-11
<PAGE>   86
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The unaudited pro forma as adjusted presentation of the balance sheet has been
prepared assuming the sale of           shares, redemption of the preferred
stock, deduction of the underwriting discounts and commissions and estimated
offering expenses of $          , as of March 31, 1999.

2.  RELATED PARTY TRANSACTIONS

     In September 1998, one of the Company's stockholders made a loan to the
Company for $1,875. Interest on the loan accrues at the prime rate (7.75% at
December 31, 1998). Accrued interest on this loan, included in other long-term
assets, totaled $50 and $86 at December 31, 1998 and March 31, 1999 (unaudited),
respectively. Principal and interest will be payable June 30, 2001 (see Note
10).

     On December 31, 1997, the Company's stockholders made loans to the Company
totaling $1,755. Interest on the loans accrued at the prevailing prime rate and
was payable monthly. Interest expense related to these loans totaled $49 in
1998. There was no required period for principal repayment. The loans were
repaid in May 1998.

     Office space, located in Quincy, Massachusetts, is leased from a trust, the
beneficiaries of which are the stockholders of the Company. The Company makes
monthly rental payments of $50. In each of the years ending December 31, 1996
and 1997, the amount paid to the trust was $431. In 1998, the amount paid to the
trust was $544.

3.  INVESTMENTS AND TRANSFER OF CUSTOMERS

     In 1995, the Company transferred (the "Transfer") certain customers to whom
it provided long distance and toll free telecommunications services pursuant to
certain AT&T resale contracts (the "AT&T contracts") to Tel-Save Holdings, Inc.
("Tel-Save"). Concurrent with the Transfer, the Company's obligations to AT&T
under the AT&T contracts were terminated without obligation or liability on
behalf of the Company. Prior to the time of this transaction, there was no value
recorded in the financial statements related to these customers. In exchange for
the Transfer, the Company received four separate warrants to purchase a total of
1,365,000 shares of Tel-Save common stock at an exercise price of $4.67 per
share (after reflecting stock splits through December 31, 1997). Each warrant
vested to the Company separately based on the retail revenue generated by
Tel-Save with respect to the transferred customers, which had to exceed
specified levels for three consecutive months. The warrants expired at various
dates through 1997. In addition to the Warrant Agreements, the Company was
subject to a Voting Rights Agreement whereby Tel-Save retained the right to hold
and vote the stock until the point in time when the Company informed Tel-Save it
wished to sell the stock. Upon receiving such notice from the Company, Tel-Save
was obligated to either purchase the stock at the price offered by the Company
or, alternatively, was to deliver the common stock certificates to the Company.

     In 1996, the vesting requirements were met to exercise the first three
warrants. The vesting requirement for the first warrant was met at the end of
the third quarter of 1996, entitling the Company to purchase 600,000 shares of
Tel-Save common stock. The Company exercised this warrant and sold the related
common stock, which had previously been registered, resulting in net proceeds
and other income of $1,370 in the third quarter of 1996.

     The vesting requirements with respect to the second and third warrants were
met in November 1996. The second warrant entitled the Company to purchase
300,000 shares of Tel-Save common stock prior to January 8, 1997. The third
warrant entitled the Company to

                                      F-12
<PAGE>   87
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

purchase 150,000 shares of Tel-Save Common stock prior to June 10, 1997. The
warrants were valued upon vesting at approximately $2,093 using the
Black-Scholes valuation model. The significant assumptions in the valuation
model were an interest rate of 5.1%, warrant lives reflecting the respective
expiration periods, expected volatility of 50% and no dividend rate. At December
31, 1996, the warrants had not yet been exercised and were classified as
investments. The value of the warrants at December 31, 1996 was the fair value
recorded by the Company at the date of vesting. Other income of $2,093 related
to the second and third warrants was recognized in the fourth quarter of 1996.
On January 6, 1997, the Company exercised the second and third warrants and paid
Tel-Save the total exercise price of $2,100.

     The vesting requirement with respect to the fourth warrant was met in June
1997, entitling the Company to purchase 315,000 shares of Tel-Save common stock.
The fourth warrant was valued upon vesting at approximately $3,415 using
Black-Scholes valuation model. The significant assumptions in the valuation
model were an interest rate of 5.1%, a warrant life reflecting the June 1997
expiration period, expected volatility of 50% and no dividend rate. On June 4,
1997, the Company exercised the warrant, paid Tel-Save the exercise price of
$1,470 and recorded other income of approximately $3,415.

     On November 7, 1997, Tel-Save filed a registration statement with the SEC,
listing the Company as a selling shareholder with respect to 765,000 shares (the
total shares purchased by the Company, after reflecting stock splits, under the
second, third and fourth warrants). Following the registration of the common
stock, the Company intended to immediately sell the shares of Tel-Save, which
had a market value of approximately $16,600 at that date, as it had done
previously with the first warrant. Accordingly, all activities necessary for the
transfer of the certificates were completed and the Company issued a demand to
Tel-Save for the common stock certificates or, alternatively, requested that
Tel-Save purchase the shares. Throughout the remainder of the fourth quarter,
Tel-Save refused to deliver the common stock certificates to the Company.

     In order to take physical possession of the Tel-Save common stock
certificates, the Company filed a lawsuit against Tel-Save in January 1998. On
June 24, 1998, a settlement agreement was signed between the parties pursuant to
which the Company received a total of $9,500 from Tel-Save. As part of the
settlement, all 765,000 shares were either returned to or repurchased by
Tel-Save. Following the June 1998 settlement, there are no continuing
obligations between the parties. Accordingly, the Company's investment in
Tel-Save at December 31, 1997 was valued at the final negotiated payment. This
settlement resulted in approximately $422 of other income, recorded in the
fourth quarter of 1997.

                                      F-13
<PAGE>   88
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4.  PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                            ESTIMATED      ------------------     MARCH 31,
                                           USEFUL LIFE      1997       1998         1999
                                           -----------      ----       ----       ---------
                                                                                 (UNAUDITED)
<S>                                       <C>              <C>        <C>        <C>
Telecommunications equipment............     5 years       $ 4,004    $13,247      $32,785
Computer equipment......................    3-5 years        2,756      3,145        7,462
Office furniture and equipment..........     7 years         1,272      1,393        1,681
Purchase software.......................     3 years           694      1,245        2,090
Motor vehicles..........................     5 years           174        201          201
Leasehold improvements..................  Term of Lease        130        689        2,233
                                                           -------    -------      -------
                                                             9,030     19,920       46,452
Less accumulated depreciation and
  amortization..........................                    (2,073)    (4,098)      (5,082)
                                                           -------    -------      -------
                                                           $ 6,957    $15,822      $41,370
                                                           =======    =======      =======
</TABLE>

     In August 1997, upon review of the Company's experience and expectations
for upgrades and replacement of equipment, including information gathered during
the process of financing such equipment, the Company changed its estimate of the
useful life of its telecommunications equipment from 12 years to 5 years. The
Company also reviewed publicly available industry data on telecommunications
equipment, which confirmed that the estimate of useful lives of the Company's
telecommunications equipment, which was entirely switching equipment at that
time, reasonably approximated 5 years. The Company also assessed that there had
been no significant decline in the market value of its switching equipment since
purchased and that the market value exceeded the net book value of the equipment
at the time of the change in estimate. This was confirmed by the Company's
ability to enter into a sale and leaseback of the switches for the approximate
book value, completed at the same time as the change in estimate.

     Depreciation expense in 1997 was approximately $136 more than what would
have otherwise been reported had the change in estimate not been made. Annual
depreciation expense related to these assets will be approximately $407 more
through 2002 than what would have otherwise been reported had the change not
been made.

     In November 1997, the Company entered into a sale and leaseback of its
switching equipment. The equipment was sold at book value, which approximates
market value, and, consequently, no gain or loss was recorded on the sale. This
lease was refinanced, effective January 1, 1999. See Note 8.

                                      F-14
<PAGE>   89
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5.  ACCRUED LIABILITIES

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                              ----------------     MARCH 31,
                                                               1997      1998        1999
                                                               ----      ----      ---------
                                                                                  (UNAUDITED)
<S>                                                           <C>       <C>       <C>
Accrued interest............................................  $   60    $   46      $  129
Accrued salaries, wages, commissions and related taxes......     297       821         828
Customer deposits...........................................     361       142         182
Accrued income and franchise taxes..........................     766       462         408
Accrued taxes other than income and franchise...............     238       170         265
Accrued agency commissions..................................     183       285         464
Other accrued liabilities...................................     340       691       1,250
                                                              ------    ------      ------
                                                              $2,245    $2,617      $3,526
                                                              ======    ======      ======
</TABLE>

6.  REVOLVING CREDIT AGREEMENTS AND LETTERS OF CREDIT

     The Company had a revolving line of credit with Fleet National Bank
("Fleet") for borrowings up to $7,000, including letters of credit, which was
refinanced on May 1, 1998, as described below. At December 31, 1997, cash
borrowings under the line of credit totaled $4,510 and letters of credit issued
in the ordinary course of business totaled $120. The interest rate on such
borrowings was 8.5% at December 31, 1997. The maximum borrowings under the
agreement in 1997 was $5,000.

     On May 1, 1998, the Company entered into a revolving credit agreement with
Fleet, which allowed for up to $23,000 of borrowings, based upon a percentage of
accounts receivable. This agreement had a term of three years, but was
terminated on October 7, 1998, upon entering into the New Revolving Credit
Facility, described below. Interest was payable monthly at Fleet's prime rate or
available LIBOR options. All outstanding notes payable were paid in full in May
1998 with proceeds from the $23 million facility.

     On October 7, 1998, the Company entered into a loan agreement with Goldman
Sachs Credit Partners, L.P. and Fleet for a $60,000 revolving credit facility
(the "New Revolving Credit Facility"), and concurrently terminated the $23,000
facility. The New Revolving Credit Facility has a term of 18 months. Under the
New Revolving Credit Facility, $30,000 of the $60,000 is immediately available,
while the additional $30,000 is available based upon a percentage of accounts
receivable. Interest is payable monthly at one percent above the prime rate. The
New Revolving Credit Facility, as amended, requires the Company, among other
things, to meet minimum levels of revenues and earnings before interest, taxes,
depreciation and amortization, and debt to revenue ratios and places the Company
in default in the event of a material adverse change in the Company's business.
Had the New Revolving Credit Facility not been amended, the Company would not
have been in compliance with the earnings before interest, taxes, depreciation
and amortization financial covenant at March 31, 1999. At December 31, 1998 and
March 31, 1999, there were no borrowings outstanding under the New Revolving
Credit Facility. The maximum borrowings under the agreement in 1998 were $3,210.

     Letters of credit issued in the ordinary course of business totaled $1,063
as of December 31, 1998 and were collateralized by a corresponding amount of
cash equivalents.

                                      F-15
<PAGE>   90
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7.  DEBT AND CAPITAL LEASE OBLIGATIONS

     Debt and capital lease obligations consist of the following:

<TABLE>
<CAPTION>
                                                         DECEMBER 31,
                                                       -----------------     MARCH 31,
                                                        1997       1998        1999
                                                        ----       ----      ---------
                                                                            (UNAUDITED)
<S>                                                    <C>        <C>       <C>
Notes payable........................................  $ 4,600    $   --      $    --
Capital lease obligations............................    4,717     4,010       27,799
                                                       -------    ------      -------
                                                         9,317     4,010       27,799
Less current portion.................................   (5,694)     (863)      (7,703)
                                                       -------    ------      -------
                                                       $ 3,623    $3,147      $20,096
                                                       =======    ======      =======
</TABLE>

     The Company issued a promissory note, dated December 1, 1997, to Sprint for
repayment of $4,600 previously classified as accounts payable. Monthly principal
payments are required from February 1998 through the note's maturity on
September 1, 1998. Interest accrued at a fixed rate of 9.75% per annum on the
unpaid principal balance and was payable monthly. The promissory note and
accrued interest were paid in full on May 1, 1998.

     The Company's capital leases as of December 31, 1998 were refinanced
effective January 1, 1999 and the current and long-term portions of such leases
have been classified in accordance with the new lease terms. See Note 8.

8.  LEASE COMMITMENTS

     The Company has entered into noncancellable operating leases for office
space in several locations in the United States. The leases have termination
dates through 2014 and require the payment of various operating costs including
condominium fees. Rental expense related to the leases for the years ended
December 31, 1996, 1997, 1998 and the three months ended March 31, 1998 and 1999
(unaudited) were $688, $733, $1,263, $215 and $720 respectively.

     Minimum lease payments for the next five years and thereafter are as
follows:

<TABLE>
<CAPTION>
                                                              CAPITAL    OPERATING
YEAR ENDED DECEMBER 31,                                       LEASES      LEASES
-----------------------                                       -------    ---------
<S>                                                           <C>        <C>
1999........................................................  $1,046      $ 2,680
2000........................................................   1,046        2,531
2001........................................................   1,042        2,344
2002........................................................     691        2,352
2003........................................................     691        2,347
Thereafter..................................................      --       24,456
                                                              ------      -------
Total minimum lease payments................................  $4,516      $36,710
                                                                          -------
Less imputed interest.......................................    (506)
                                                              ------
Present value of minimum lease payments.....................   4,010
Less current portion........................................    (863)
                                                              ------
Long-term capital lease obligations.........................  $3,147
                                                              ======
</TABLE>

                                      F-16
<PAGE>   91
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Property and equipment under capital leases are as follows:

<TABLE>
<CAPTION>
                                                       DECEMBER 31,
                                                     -----------------     MARCH 31,
                                                      1997      1998         1999
                                                      ----      ----       ---------
                                                                          (UNAUDITED)
<S>                                                  <C>       <C>        <C>
Telecommunications equipment.......................  $3,837    $ 3,837      $23,786
Computer equipment and motor vehicles..............   1,527      1,527        5,364
                                                         --         55           55
                                                     ------    -------      -------
                                                      5,364      5,419       29,205
Less accumulated amortization......................    (515)    (1,701)      (2,309)
                                                     ------    -------      -------
                                                     $4,849    $ 3,718      $26,896
                                                     ======    =======      =======
</TABLE>

     In December 1998, the Company received an $81,000 commitment for equipment
lease financing for telecommunications equipment to be acquired through December
31, 1999. Depending on the type of equipment, the lease term will either be for
three or five years. All of the leases to be entered into will contain bargain
purchase options upon conclusion of the lease term. Leases were entered into as
of January 1, 1999 totaling $22,904 and included $3,986 for refinancing of
previously existing leases. Also included in the new lease financing was an
additional $3,462 received by the Company from the lessor for the sale and
leaseback of equipment acquired by the Company in 1998.

9.  INVESTMENT

     On March 23, 1999, the Company entered into a market development agreement
with NorthPoint Communications, Inc. ("NorthPoint") for a period of two years.
Under the terms of the agreement the Company will resell DSL products and
services to businesses currently reached by NorthPoint's infrastructure.
NorthPoint will provide co-marketing funds to launch this new service to the
Company's customers. In addition, the agreement contains certain volume
commitments that the Company must meet subject to non-usage charges at the end
of the term. The Company also made an equity investment of $2.5 million in
NorthPoint, which will be accounted for on a cost basis.

10.  STOCKHOLDERS' EQUITY

COMMON STOCK

     The certificate of incorporation of the Company authorizes the issuance of
up to 20,000,000 shares of $.01 par value common stock. There are 10,000,000
shares of common stock issued and outstanding and held of record by two
stockholders as of March 31, 1999. The holders of common stock are entitled to
receive dividends when and as dividends are declared by the Board of Directors
of the Company out of funds legally available therefor, provided that if any
shares of preferred stock are at the time outstanding, the payment of dividends
on the common stock or other distributions may be subject to the declaration and
payment of dividends on outstanding shares of preferred stock. Holders of common
stock are entitled to one vote per share on all matters submitted to a vote of
the stockholders, including the election of directors. Upon any liquidation,
dissolution or winding up of the affairs of the Company, whether voluntary or
involuntary, any assets remaining after the satisfaction in full of the prior
rights of creditors and the aggregate liquidation preference of any preferred
stock then outstanding will be distributed to the holders of common stock
ratably in proportion to the number of shares held by them. The common stock is
not publicly traded.

                                      F-17
<PAGE>   92
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PREFERRED STOCK

     Under the certificate of incorporation of the Company, the Board of
Directors has the authority to issue up to 1,000,000 shares of $.01 par value
preferred stock from time to time in one or more series with such preferences,
terms and rights as the Board of Directors may determine without further action
by the stockholders of the Company. Accordingly, the Board of Directors has the
power to establish the provisions, if any, relating to dividends, voting rights,
redemption rates, sinking funds, liquidation preferences and conversion rights
for any series of preferred stock issued in the future. At December 31, 1998 and
March 31, 1999 (unaudited), there were 40,000 shares of 13.5% Series A
Cumulative Preferred Stock due 2009 outstanding, plus 1,814 and 3,226 shares to
be issued for paid-in-kind dividends, respectively.

COMMON STOCK DIVIDENDS

     On September 2, 1998, the Board of Directors of the Company issued a $5,000
dividend to its stockholders. Following receipt of the dividend, one stockholder
loaned the Company $1,875 (representing the distribution to that stockholder,
net of the estimated tax liability resulting from such distribution). Interest
accrues at prime rate. In accordance with an extension agreement, interest and
principal will be payable on June 30, 2001.

11.  PREFERRED STOCK ISSUANCE

     On September 3, 1998, the Company issued 40,000 shares of 13.5% Series A
Cumulative Preferred Stock due 2009, warrants to purchase, for $.01 per share,
310,000 shares of the Company's common stock ("Initial Warrants") and rights to
receive warrants to purchase 600,000 shares of the Company common stock at an
exercise price of $.01 per share ("Contingent Warrants"), resulting in proceeds
to the Company of $37,500, net of issuance costs of $2,500. The Contingent
Warrants entitle the holders of the preferred stock to receive annually,
beginning on September 1, 1999, warrants to purchase approximately 1.36 shares
of the Company's common stock for each share of preferred stock. The Warrants
vest on September 1, 2000, subject to acceleration upon the occurrence of
certain events. A total value of $4,359 was ascribed to the Initial Warrants,
net of issuance costs of $290, and was accounted for as a separate component of
stockholders' equity. The value ascribed to the Initial Warrants was recorded as
a discount to the preferred stock, which will be accreted to the preferred stock
balance over the period from date of issuance through the date of mandatory
redemption (September 1, 2009). The value ascribed to the Contingent Warrants
was de minimis. The Company will record a dividend for an amount equal to the
fair value of the warrants based upon future vesting.

12.  STOCK OPTION PLANS

     On July 15, 1998, the Company adopted the 1998 Stock Incentive Plan (the
"1998 Incentive Plan"). The 1998 Incentive Plan provides for the grant of
stock-based awards to employees, officers and directors of, and consultants or
advisors to, the Company. Under the 1998 Incentive Plan, the Company may grant
options that are intended to qualify as incentive stock options ("incentive
stock options") within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), options not intended to qualify as incentive
stock options ("non-statutory options"), restricted stock and other stock-based
awards. Incentive stock options may be granted only to employees of the Company
or its subsidiaries. A total of 1,400,000 shares of common stock may be issued
upon the exercise of options or other awards granted under the 1998 Incentive
Plan. The number of shares with respect to which awards may

                                      F-18
<PAGE>   93
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

be granted to any employee under the 1998 Incentive Plan may not exceed 700,000
during any calendar year. The exercisability of options or other awards granted
under the 1998 Incentive Plan may, in certain circumstances, be accelerated in
connection with an Acquisition Event (as defined in the 1998 Incentive Plan).
Options and other awards may be granted under the 1998 Incentive Plan at
exercise prices that are equal to, less than or greater than the fair market
value of the Company's common stock, and the Board generally retains the
authority to reprice outstanding options. The 1998 Incentive Plan expires in
July 2008, unless sooner terminated by the Board.

     On July 15, 1998, the Company authorized the grant of a total of 741,140
options to purchase the Company's common stock at exercise prices at or above
the fair market value of the Company's common stock, as determined by its Board
of Directors. The options, when issued, will generally vest ratably over a
period of four years.

     On July 15, 1998, the Company adopted the 1998 Director Stock Option Plan
(the "Director Plan"). Under the terms of the Director Plan, 5,000 shares of
common stock will be granted to each non-employee director upon his or her
initial election to the Board of Directors. Annual options to purchase 2,500
shares of common stock will also be granted to each non-employee director on the
date of each annual meeting of stockholders, or on August 1 of each year if no
annual meeting is held by such date. Options granted under the Director Plan
prior to December 31, 1998 will vest in four equal annual installments beginning
on the first anniversary of the date of grant. The exercisability of these
options will be accelerated upon the occurrence of an Acquisition Event (as
defined in the Director Plan). The exercise price of options granted under the
Director Plan is equal to the fair market value of the common stock on the date
of grant. A total of 100,000 shares of common stock may be issued upon the
exercise of stock options granted under the Director Plan. Pursuant to the
Director Plan, on September 3, 1998, the two non-employee directors each
received an option to purchase 5,000 shares of common stock with an exercise
price of $15.00 per share.

     The Company elected to adopt the disclosure only provision of Statement of
Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock Based
Compensation", for stock based compensation issued to employees. The Company
accounts for its stock based compensation issued to employees under Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees" and,
in accordance with the recognition requirements set forth under this
pronouncement, no compensation expense was recognized in 1998.

     Stock option activity for the year ended December 31, 1998 and the three
months ended March 31, 1999 (unaudited) is as follows:

<TABLE>
<CAPTION>
                                                                            WEIGHTED-
                                                             NUMBER OF       AVERAGE
                                                              SHARES      EXERCISE PRICE
                                                             ---------    --------------
<S>                                                          <C>          <C>
Shares under option, December 31, 1997.....................        --             --
Options granted............................................   751,140         $32.87
Options cancelled..........................................    (5,840)        $38.29
                                                              -------
Shares under option, December 31, 1998.....................   745,300         $32.82
Options granted............................................   144,126         $32.19
Options cancelled..........................................     9,035         $36.24
                                                              -------
Shares under option, March 31, 1999........................   880,391         $32.69
                                                              =======
</TABLE>

                                      F-19
<PAGE>   94
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table summarizes information about the stock options
outstanding at March 31, 1999 (unaudited).

<TABLE>
<CAPTION>
                                  WEIGHTED-
                                   AVERAGE                           WEIGHTED-
                                  REMAINING         WEIGHTED-         AVERAGE
                   NUMBER      CONTRACTUAL LIFE      AVERAGE       FAIR VALUE AT
EXERCISE PRICE   OUTSTANDING       (YEARS)        EXERCISE PRICE    GRANT DATE
--------------   -----------   ----------------   --------------   -------------
<S>              <C>           <C>                <C>              <C>
    $15.00         242,560            9.3             $15.00           $7.53
     30.00         337,693            9.3              30.00             .38
     50.00         300,138            9.3              50.00              --
                   -------
                   880,391            9.3             $32.69           $2.22
                   =======
</TABLE>

     At March 31, 1999, no options were exercisable and the Company had an
aggregate of 619,609 shares available for future grant under its Stock Incentive
Plan and Director Stock Option Plan.

     For disclosure purposes, the fair value of each stock option grant is
estimated on the date of grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions used for stock options granted in
1998 and 1999: no dividends or volatility, risk-free interest rate of 6.3% and
expected life of ten years for all grants. The weighted-average fair value of
the stock options granted in 1998 and the three months ended March 31, 1999 was
$1.92 and $3.75, respectively.

     Under the above model, the total value of stock options granted in 1998 and
the three months ended March 31, 1999 was $1,436 and $540, respectively, which
would be amortized ratably on a pro forma basis over the four-year option
vesting period.

     Had the company determined compensation expense for the stock-based
compensation plans in accordance with the fair value methodology prescribed by
SFAS 123, the Company's pro forma net loss and loss per share would have been:

<TABLE>
<CAPTION>
                                                      YEAR ENDED       THREE MONTHS ENDED
                                                   DECEMBER 31, 1998     MARCH 31, 1999
                                                   -----------------   ------------------
                                                                          (UNAUDITED)
<S>                                                <C>                 <C>
Pro forma net loss applicable to common
  stockholders...................................       $(6,556)            $(4,882)
                                                        =======             =======
Pro forma net loss per share -- basic and
  diluted........................................       $ (0.66)            $ (0.49)
                                                        =======             =======
</TABLE>

13.  UNEARNED CREDITS

     In 1993 and 1994, the Company, through special sales promotions offered
through AT&T on three-year service contracts, received cash based on maintaining
annual sales commitment levels over a specific dollar amount. The total amounts
received from the AT&T promotions were initially amortized over the three-year
length of each contract, which approximated the achievement of required sales
commitment levels. During 1996, all contracts concluded or were terminated
without continuing liability to the Company. Upon termination, any remaining
unearned credits were recorded in income. Accordingly, all amounts were
amortized prior to 1997. Amortization of these credits included in revenue in
1996 was $1,810.

                                      F-20
<PAGE>   95
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14.  INCOME TAXES

     The provision (credit) for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED
                                                              DECEMBER 31, 1998
                                                              -----------------
<S>                                                           <C>
Current taxes:
  Federal...................................................        $  --
  State.....................................................           55
                                                                    -----
          Total.............................................        $  55
Deferred taxes:
  Federal...................................................        $(880)
  State.....................................................        $ (81)
                                                                    -----
          Total.............................................        $(961)
                                                                    -----
Provision (credit) for income taxes.........................        $(906)
                                                                    =====
</TABLE>

     Deferred tax (assets) liabilities consist of the following:

<TABLE>
<CAPTION>
                                                              DECEMBER 31, 1998
                                                              -----------------
<S>                                                           <C>
Accrued expenses............................................       $   83
Allowance for doubtful accounts.............................          195
Net operating loss carryforwards............................        1,175
                                                                   ------
Deferred tax assets.........................................       $1,452
                                                                   ======
Depreciation................................................       $  491
                                                                   ------
Deferred tax liabilities....................................       $  491
                                                                   ======
</TABLE>

     The provision (credit) for income taxes differs from the amount computed by
applying the U.S. Federal income tax rate due to the following items:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED
                                                              DECEMBER 31, 1998
                                                              -----------------
<S>                                                           <C>
Tax at U.S. Federal income tax rate.........................       $(1,798)
State income taxes, net of U.S. Federal Income tax
  benefit...................................................            41
Recognition of deferred taxes upon Conversion from S Corp.
  to C Corp. ...............................................           349
Permanent timing differences................................            42
S Corp. loss................................................           470
                                                                   -------
                                                                   $  (906)
                                                                   =======
</TABLE>

15.  NET INCOME (LOSS) PER SHARE

     The computations of basic and diluted earnings per common share are based
upon the weighted average number of common shares outstanding and potentially
dilutive securities. Potentially dilutive securities for the Company include
stock options and warrants.

     Pro forma net loss per share reflecting the Company's conversion from an S
Corporation to a C Corporation is presented using estimated effective income tax
rates and excludes a $480 tax provision for deferred payable recorded in the
third quarter of 1998 resulting from the conversion.

                                      F-21
<PAGE>   96
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table sets forth the computation of basic and diluted income
(loss) per share:

<TABLE>
<CAPTION>
                                                                                THREE MONTHS
                                          YEAR ENDED DECEMBER 31,              ENDED MARCH 31,
                                    ------------------------------------   -----------------------
                                       1996         1997         1998         1998         1999
                                       ----         ----         ----         ----         ----
                                                                                 (UNAUDITED)
<S>                                 <C>          <C>          <C>          <C>          <C>
Net income (loss) applicable to
  Net Plus Corp. Common stock --
  basic and diluted...............  $    1,415   $   (3,191)  $   (6,388)  $       84   $   (4,771)
Shares used in net income (loss)
  per share -- basic and
  diluted.........................  10,000,000   10,000,000   10,000,000   10,000,000   10,000,000
                                    ==========   ==========   ==========   ==========   ==========
Net income (loss) per share
  applicable to common
  stockholders -- basic and
  diluted.........................  $     0.14   $    (0.32)  $    (0.64)  $     0.01   $    (0.48)
                                    ==========   ==========   ==========   ==========   ==========
</TABLE>

     Warrants for the purchase of 310,000 shares of common stock were not
included in the 1998 computations of diluted net income (loss) per share because
inclusion of such shares would have an anti-dilutive effect on net loss per
share, as the Company reported net losses in the respective 1998 periods.

     Stock options for the purchase of 745,300 shares of common stock were not
included in the 1998 computation of diluted net loss per share because the
exercise prices of those stock options are assumed to be at or above the average
fair value of the Company's common stock for 1998, and inclusion of such shares
would have an anti-dilutive effect on net loss per share.

     Warrants for the purchase of 310,000 shares and stock options for the
purchase of 880,391 shares of common stock were not included in the computation
of diluted net loss per share for the three months ended March 31, 1999 because
inclusion of such shares would have an anti-dilutive effect.

16.  COMPREHENSIVE INCOME

     Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income". This Statement
establishes new rules for the statement had no impact on the Company's net
income or stockholders' equity. There were no adjustments required to calculate
comprehensive income for 1997, 1998 or the three months ended March 31, 1999.

17.  SEGMENT INFORMATION

     In July 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures About Segments of an
Enterprise and Related Information" ("SFAS 131"), which is effective for fiscal
years beginning after December 15, 1997. The Company adopted SFAS 131 in 1998
and believes that it operates in one segment.

18.  SIGNIFICANT CUSTOMER

     During each of 1996 and 1997, the Company had one retail customer that
accounted for approximately 10% of the Company's revenue. During the year ended
December 31, 1998 and the three months ended March 31, 1998 and 1999
(unaudited), the Company had one wholesale customer that accounted for
approximately 13%, 16% and 9%, respectively, of the Company's revenue. No other
customer comprised greater than 10% of total revenue in these periods.

                                      F-22
<PAGE>   97
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

19.  MAJOR SUPPLIER

     The Company has an agreement with Sprint to provide switching and dedicated
voice and data services. At expiration or any time prior, the Company can seek
to renew all material aspects of the agreement with Sprint. In the event that
renewal does not occur, the Company may not be able to negotiate equally
beneficial terms with other major telecommunications companies. Should neither
of these alternatives be possible, there could be material adverse implications
for the Company's financial position and operations. Management's experience has
been to renegotiate agreements annually to ensure receiving competitive pricing,
and management believes the Company will be able to continue to renegotiate the
agreements. The current agreement was renegotiated, effective March 1999, and
will expire in February 2000.

20.  EMPLOYEE BENEFIT PLAN

     The Company sponsors a 401(k) and profit sharing plan (the "Plan") which is
open to all eligible employees under the Plan's provisions. The terms of the
Plan allow the Company to determine its annual profit sharing contribution.
There were no Company contributions to the Plan in 1996, 1997, 1998 or 1999.

21.  NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, Statement of Financial Accounting Standards No. 133 ("SFAS
133"), "Accounting for Derivative Instruments and Hedging Activities", was
issued, which establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. This statement is effective for the
quarters in the Company's fiscal year 2000. Had the Company implemented SFAS 133
in the current period, financial position and results of operations would not
have been affected.

                                      F-23
<PAGE>   98

                                  UNDERWRITING

     Network Plus and the underwriters have entered into an underwriting
agreement with respect to the shares being offered. Subject to certain
conditions, each underwriter has severally agreed to purchase the number of
shares indicated in the following table. Goldman, Sachs & Co., Bear, Stearns &
Co. Inc., Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Wit Capital Corporation are the
representatives of the underwriters.

<TABLE>
<CAPTION>
                                                                Number of
                        Underwriters                             Shares
                        ------------                            ---------
<S>                                                             <C>
Goldman, Sachs & Co.........................................
Bear, Stearns & Co. Inc. ...................................
Donaldson, Lufkin & Jenrette Securities Corporation.........
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........
Wit Capital Corporation.....................................
                                                                --------
          Total.............................................
                                                                ========
</TABLE>

     If the underwriters sell more shares than the total number set forth in the
table above, they have an option to buy up to an additional
shares from Network Plus to cover such sales. They may exercise that option for
30 days. If any shares are purchased pursuant to this option, the underwriters
will severally purchase shares in approximately the same proportion as set forth
in the table above.

     The following tables show the per share and total underwriting discounts
and commissions to be paid to the underwriters by Network Plus. Such amounts are
shown assuming both no exercise and full exercise of the underwriters' option to
purchase additional shares.

<TABLE>
<CAPTION>
                                  Paid by Network Plus
                                  --------------------
                                                             No Exercise    Full Exercise
                                                             -----------    -------------
<S>                                                          <C>            <C>
Per share..................................................   $               $
Total......................................................   $               $
</TABLE>

     Shares sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus. Any
shares sold by the underwriters to securities dealers may be sold at a discount
of up to $     per share from the initial public offering price. Any such
securities dealers may resell any shares purchased from the underwriters to
other brokers or dealers at a discount of up to $     per share from the initial
public offering price. If not all of the shares are sold at the initial offering
price, the representatives may change the offering price and the other selling
terms.

     Network Plus, its directors, officers and stockholders have agreed with the
underwriters not to dispose of or hedge any of their common stock or securities
convertible into or exchangeable for shares of common stock during the 180-day
period following the date of this prospectus, except with the prior written
consent of the representatives. This agreement does not apply to any existing
employee benefit plans. Please see "Shares Available for Future Sale" for a
discussion of certain transfer restrictions.

     Prior to this offering, there has been no public market for the common
stock of Network Plus. The initial public offering price will be negotiated
among Network Plus and the representatives. Among the factors to be considered
in determining the initial public offering price of the shares, in addition to
prevailing market conditions, will be Network Plus' historical performance,
estimates of the business potential and earnings prospects of Network Plus, an
assessment of Network Plus' management and the consideration of the above
factors in relation to market valuation of companies in related businesses.

                                       U-1
<PAGE>   99

     Network Plus has applied for quotation of the common stock on the Nasdaq
National Market under the symbol "NPLS".

     In connection with this offering, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the common stock while
this offering is in progress.

     The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares sold
by or for the account of such underwriter in stabilizing or short covering
transactions.

     These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the common stock. As a result, the price of the
common stock may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued by the
underwriters at any time. These transactions may be effected on the Nasdaq
National Market, in the over-the-counter market or otherwise.

     The underwriters do not expect sales to discretionary accounts to exceed
five percent of the total number of shares offered.

     Network Plus estimates that its share of the total expenses of this
offering, excluding underwriting discounts and commission, will be approximately
$          .

     Network Plus has agreed to indemnify the several underwriters against
certain liabilities, including liabilities under the Securities Act.

                                       U-2
<PAGE>   100

------------------------------------------------------
------------------------------------------------------

     No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the shares offered hereby, and only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.

                               ------------------

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                        Page
                                        ----
<S>                                     <C>
Prospectus Summary....................    3
Risk Factors..........................    9
Use of Proceeds.......................   21
Dividend Policy.......................   21
Capitalization........................   22
Dilution..............................   23
Selected Consolidated Financial
  Data................................   24
Management's Discussion and Analysis
  of Financial Condition and Results
  of Operations.......................   27
Business..............................   37
Government Regulation.................   54
Management............................   59
Certain Transactions..................   65
Principal Stockholders................   66
Description of Capital Stock..........   67
Description of Certain Indebtedness...   70
Shares Eligible for Future Sales......   71
Legal Matters.........................   72
     Experts..........................   72
Where You Can Find More Information...   72
Index to Financial Statements.........  F-1
Underwriting..........................  U-1
</TABLE>

                               ------------------

     Through and including             , 1999 (the 25th day after the date of
this prospectus), all dealers effecting transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to a dealer's obligation to deliver a prospectus
when acting as underwriter and with respect to an unsold allotment or
subscription.
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
                                     Shares

                               NETWORK PLUS CORP.

                                  Common Stock
                               ------------------
                              [NETWORK PLUS LOGO]
                               ------------------
                              GOLDMAN, SACHS & CO.

                            BEAR, STEARNS & CO. INC.
                          DONALDSON, LUFKIN & JENRETTE
                              MERRILL LYNCH & CO.
                            WIT CAPITAL CORPORATION
------------------------------------------------------
------------------------------------------------------
<PAGE>   101

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth the various expenses, all of which will be
borne by the Registrant, in connection with the sale and distribution of the
securities being registered. All amounts shown are estimates except for the
Securities and Exchange Commission filing fee and the NASD filing fee.

<TABLE>
<S>                                                           <C>
SEC registration fee........................................  $39,363
NASD filing fee.............................................   14,875
Nasdaq National Market listing fee..........................     *
Blue sky fees and expenses..................................     *
Transfer Agent and Registrar fees...........................     *
Accounting fees and expenses................................     *
Legal fees and expenses.....................................     *
Printing and mailing expenses...............................     *
Miscellaneous...............................................     *
                                                              -------
          Total.............................................  $  *
                                                              =======
</TABLE>

------------------------
* To be added by amendment.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may, in advance of the final action of any civil, criminal,
administrative or investigative action, suit or proceeding, pay the expenses
(including attorneys' fees) incurred by any officer, director, employee or agent
in defending such action, provided that the director or officer undertakes to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation. A corporation may indemnify such
person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     A Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation to procure a judgment in its favor under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses (including attorneys' fees) which he or she actually
and reasonably incurred in connection therewith. The indemnification provided is
not deemed to be exclusive of any other rights to which an officer or director
may be entitled under any corporation's by-law, agreement, vote or otherwise.

                                      II-1
<PAGE>   102

     In accordance with Section 145 of the DGCL, Article Eighth of our
Certificate of Incorporation (the "Certificate") and our By-laws (the "By-laws")
provide that we shall indemnify each person who is or was a director, officer or
employee of the Company (including the heirs, executors, administrators or
estate of such person) or is or was serving at the our request as director,
officer or employee of another corporation, partnership, joint venture, trust or
other enterprise, to the fullest extent permitted under subsections 145(a), (b),
and (c) of the DGCL or any successor statute. The indemnification provided by
the Certificate and the By-laws shall not be deemed exclusive of any other
rights to which any of those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. We will pay expenses (including attorneys'
fees) incurred in defending a civil, criminal, administrative or investigative
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
indemnified person to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by us. The Certificate further
provides that a director of the Company shall not be personally liable to us or
our stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to us or our stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit. If the DGCL is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Company shall be
eliminated or limited to the fullest extent permitted by the DGCL as so amended.

     We have obtained insurance on behalf of our directors, officers, employees
and agents against any liabilities asserted against such persons arising out of
such capacities.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES

     Set forth below in chronological order is certain information regarding
securities issued by the Registrant since inception.

     1.  Upon its inception in July 1998, the Registrant issued 5,000,000 shares
of Common Stock to each of Robert T. Hale and Robert T. Hale, Jr., in exchange
for all of the issued and outstanding shares of Common Stock of Network Plus,
Inc.

     2.  In September 1998, the Registrant issued 40,000 Units, each consisting
of one share of 13.5% Series A Cumulative Preferred Stock due 2009 and 7.75
Initial Warrants and 15 Continent Warrants, each to purchase one share of Common
Stock, for an aggregate purchase price of $40,000,000. The initial purchasers
were Goldman, Sachs & Co., Lehman Brothers Inc, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, who received a purchase price discount of 3.25% for
acting as underwriters in connection therewith.

     Since inception, the Registrant has granted stock options to employees,
directors and consultants to purchase an aggregate of 880,391 shares of Common
Stock with exercise prices ranging from $15.00 to $50.00 per share.

     The securities issued in the foregoing transactions were offered and sold
in reliance upon exemptions set forth in Sections 3(b) and 4(2) of the
Securities Act, or regulations promulgated thereunder, relating to sales by an
issuer not involving a public offering. In the case of certain options to
purchase shares of Common Stock, such offers and sales were made in reliance
upon an exemption from registration under Rule 701 of the Securities Act. Except
as noted above, no underwriters or placement agents were involved in the
foregoing sales of securities.
                                      II-2
<PAGE>   103

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NO.                                    DESCRIPTION
-------                                -----------
<S>      <C>   <C>
 1++      --   Form of Underwriting Agreement.
 3.1*     --   Certificate of Incorporation.
 3.2*     --   Certificate of Designation of the Series A preferred stock.
 3.3*     --   By-laws.
 3.4++    --   Form of Certificate of Amendment to Certificate of
               Incorporation, as will be in effect following the
               effectiveness of this Registration Statement.
 3.5++    --   Form of Amended and Restated Certificate of Incorporation,
               as will be in effect following the closing of the offering.
 3.6++    --   Form of Amended and Restated By-laws, as will be in effect
               upon the closing of the offering.
 4.1*     --   Exchange and Registration Rights Agreement dated as of
               September 1, 1998 between Network Plus and Goldman, Sachs &
               Co., Lehman Brothers Inc., and Merrill Lynch, Pierce, Fenner
               & Smith Incorporated.
 4.2*     --   Purchase Agreement dated as of September 1, 1998 between
               Network Plus and Goldman, Sachs & Co., Lehman Brothers Inc.,
               and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
 4.3++    --   Form of Common Stock Certificate.
 5++      --   Opinion of Hale and Dorr LLP.
10.1*     --   1998 Stock Incentive Plan.
10.2++    --   1998 Director Stock Option Plan, as amended.
10.3+*    --   Resale Solutions Switched Services Agreement dated as of
               June 21, 1998 between Network Plus, Inc. and Sprint
               Communications Company L.P.
10.4+*    --   Agreement for the Provision of Fiber Optic Facilities and
               Services dated as of July 17, 1998 between Network Plus,
               Inc. and Northeast Optic Network, Inc.
10.5+*    --   IRU Agreement dated as of July 17, 1998 between Network
               Plus, Inc. and Qwest Communications Corporation.
10.6*     --   Net Lease by and between Network Plus Realty Trust,
               Landlord, and Network Plus, Inc., Tenant, dated July 1,
               1993.
10.7*     --   Interconnection Agreement Under Sections 251 and 252 of the
               Telecommunications Act of 1996, dated September 4, 1998, by
               and between New England Telephone and Telegraph Company
               d/b/a Bell Atlantic -- Massachusetts and Network Plus Inc.
10.8++    --   Loan and Security Agreement dated October 7, 1998 by and
               between Network Plus, Inc. as Borrower, Goldman Sachs Credit
               Partners L.P. and Fleet National Bank as Lenders, Fleet
               National Bank as Agent and Goldman Sachs Credit Partners
               L.P. as Syndication and Arrangement Agent, as amended.
10.9+*    --   Master Lease Agreement, dated as of August 8, 1997, between
               Chase Equipment Leasing, Inc. and Network Plus, Inc., as
               amended.
10.10++   --   Form of Stock Option Agreement under 1998 Director Stock
               Option Plan.
10.11++   --   Form of Incentive Stock Option Agreement under 1998 Stock
               Incentive Plan.
10.12**   --   Master Agreement, dated December 30, 1998, by and between
               Comdisco, Inc. and Network Plus, Inc., along with Product
               Supplement dated December 30, 1998, Addendum dated December
               30, 1998, and Guarantee of Network Plus Corp. dated December
               30, 1998.
10.13#    --   xDSL Joint Market Development Agreement dated as of March
               23, 1999 by and between NorthPoint Communications, Inc. and
               Network Plus, Inc.
10.14++   --   Employment Agreement dated February 1, 1999 by and between
               Network Plus, Inc. and George Alex.
10.15     --   Letter Agreement dated April 20, 1999 by and between Network
               Plus, Inc. and Joseph J. Larizza.
</TABLE>

                                      II-3
<PAGE>   104

<TABLE>
<CAPTION>
EXHIBIT
NO.                                    DESCRIPTION
-------                                -----------
<S>      <C>   <C>
10.16     --   Letter Agreement, dated July 16, 1998, by and between
               Network Plus, Inc. and Joseph Haines.
10.17     --   Letter Agreement, dated July 15, 1998, by and between
               Network Plus, Inc. and Michael F. Oyster.
12*       --   Ratio of Earnings to Fixed Charges.
21*       --   Subsidiaries of the Registrant.
23.1      --   Consent of PricewaterhouseCoopers LLP.
23.2++    --   Consent of Hale and Dorr LLP (included in their opinion
               filed as Exhibit 5).
24        --   Power of Attorney (included on the signature page to the
               Registration Statement).
</TABLE>

---------------
 * Incorporated by reference to the Company's Registration Statement on Form S-1
   (File No. 333-64633).

** Incorporated by reference to the Company's Annual Report on Form 10-K filed
   on March 30, 1999.

+ Confidential treatment granted as to certain portions.

# Confidential treatment requested as to certain portions.

++ To be filed by amendment.

     (b) Financial Statement Schedules:

SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                             BALANCE     ADDITIONS
                                               AT        CHARGES TO    DEDUCTIONS
                                            BEGINNING    COSTS AND        FROM        BALANCE AT END
DESCRIPTION                                 OF PERIOD     EXPENSES     RESERVES(1)      OF PERIOD
-----------                                 ---------    ----------    -----------    --------------
<S>                                         <C>          <C>           <C>            <C>
Allowance for doubtful accounts:
Three Months Ended March 31, 1999
  (unaudited).............................    $513         $  911        $  252           $1,172
Year Ended December 31, 1998..............    $926         $1,931        $2,344           $  513
Year Ended December 31, 1997..............    $850         $4,104        $4,028           $  926
Year Ended December 31, 1996..............    $500         $1,102        $  752           $  850
</TABLE>

---------------
(1) Write-off of bad debts less recoveries.

     All other schedules have been omitted because they are not applicable or
not required or the required information is included in the financial statements
or notes thereto.

ITEM 17.  UNDERTAKINGS

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of registrants
pursuant to the provisions described under Item 14 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to court of appropriate jurisdiction the question

                                      II-4
<PAGE>   105

whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

     The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the purchase agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

     The undersigned registrant hereby further undertakes that:

          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
     497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

                                      II-5
<PAGE>   106

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement on Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Quincy, State of
Massachusetts, on May 27, 1999.

                                          NETWORK PLUS CORP.

                                          By: /s/ JAMES J. CROWLEY
                                            ------------------------------------
                                              James J. Crowley
                                              Executive Vice President, Chief
                                              Operating Officer and Secretary

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Network Plus Corp. hereby
severally constitute and appoint Robert T. Hale, Jr., James J. Crowley, George
Alex and Jeffrey N. Carp, and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, the Registration Statement on Form S-1
filed herewith and any and all pre-effective and post-effective amendments to
said Registration Statement, and any subsequent Registration Statement for the
same offering which may be filed under Rule 462(b), and generally to do all such
things in our names and on our behalf in our capacities as officers and
directors to enable Network Plus Corp. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto or to any subsequent Registration Statement
for the same offering which may be filed under Rule 462(b).

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-1 has been signed below by the following
persons, in the capacities indicated, as of May 27, 1999.

<TABLE>
<CAPTION>
                          NAME                                               TITLE
                          ----                                               -----
<S>                                                       <C>

/s/ ROBERT T. HALE                                        Chairman of the Board
--------------------------------------------------------
Robert T. Hale

/s/ ROBERT T. HALE, JR.                                   President, Chief Executive Officer and
--------------------------------------------------------  Director (Principal Executive Officer)
Robert T. Hale, Jr.

/s/ JAMES J. CROWLEY                                      Executive Vice President, Chief Operating
--------------------------------------------------------  Officer, Secretary and Director
James J. Crowley

/s/ GEORGE ALEX                                           Executive Vice President of Finance, Chief
--------------------------------------------------------  Financial Officer and Treasurer (Principal
George Alex                                               Financial and Accounting Officer)

/s/ DAVID MARTIN                                          Director
--------------------------------------------------------
David Martin

/s/ JOSEPH C. MCNAY                                       Director
--------------------------------------------------------
Joseph C. McNay
</TABLE>

                                      II-6
<PAGE>   107

                 REPORT OF INDEPENDENT ACCOUNTS ON SCHEDULE II

To the Board of Directors and
Stockholders of Network Plus Corp.

     Our report on the consolidated financial statements of Network Plus Corp.
is included in this Registration Statement. In connection with our audits of
such financial statements, we have also audited the related financial statement
schedule listed in Item 16(b) of this Registration Statement.

     In our opinion, the financial statement referred to above, when considered
in relation to the basic financial statements as a whole, presents fairly, in
all material respects, the information required to be included therein.

PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
March 17, 1999

                                       S-1
[{"type": "S-1", "sequence": "1", "description": "NETWORK PLUS CORP.", "secsgml_size_bytes": 368323}]
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1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 1999

                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                               NETWORK PLUS CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                             4813                            04-3430576
 (STATE OR OTHER JURISDICTION OF      (PRIMARY STANDARD INDUSTRIAL             (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)      CLASSIFICATION CODE NUMBER)            IDENTIFICATION NO.)
234 COPELAND STREET
                          QUINCY, MASSACHUSETTS 02169
                                 (617) 786-4000
         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
                             JAMES J. CROWLEY, ESQ.
                          EXECUTIVE VICE PRESIDENT AND
                            CHIEF OPERATING OFFICER
                              234 COPELAND STREET,
                          QUINCY, MASSACHUSETTS 02169
                                 (617) 786-4000
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                WITH COPIES TO:
JEFFREY N. CARP, ESQ.                  JOHN T. GAFFNEY, ESQ.
       WILLIAM S. GEHRKE, ESQ.                CRAVATH, SWAINE & MOORE
          HALE AND DORR LLP                      825 EIGHTH AVENUE
           60 STATE STREET                   NEW YORK, NEW YORK 10019
     BOSTON, MASSACHUSETTS 02109                  (212) 474-1000
           (617) 526-6000
------------------------
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date hereof.

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
                            ------------------------
                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
                                                                      PROPOSED
                   TITLE OF EACH CLASS OF                        MAXIMUM AGGREGATE             AMOUNT OF
                SECURITIES TO BE REGISTERED                      OFFERING PRICE(1)          REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share......................        $143,750,000                $39,963
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(o) under the Securities Act of 1933,
    as amended.
                            ------------------------
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

                   SUBJECT TO COMPLETION. DATED MAY 27, 1999.

                                            Shares

[NETWORK PLUS LOGO]
                               NETWORK PLUS CORP.
                                  Common Stock

                            ------------------------

     This is the initial public offering of shares of common stock of Network
Plus Corp. Network Plus is offering all of the shares in this offering. At the
request of Network Plus, the underwriters have reserved up to           shares
of common stock to be sold at the initial public offering price to employees and
selected customers, suppliers and others having a relationship with Network
Plus.

     Before this offering, there has been no public market for the common stock.
Network Plus currently anticipates that the initial public offering price will
be between $          and $          per share. Network Plus has applied for
quotation of the common stock on the Nasdaq National Market under the symbol
"NPLS".

     Please see "Risk Factors" beginning on page 9 to read about factors you
should consider before buying shares of the common stock.

                            ------------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                            ------------------------
Per Share     Total
                                                              ---------     -----
Initial public offering price...............................
Underwriting discount.......................................
Proceeds, before expenses, to Network Plus..................
The underwriters may, under certain circumstances, purchase up to an
additional           shares from Network Plus at the initial public offering
price, less the underwriting discount.

                            ------------------------

     The underwriters expect to deliver the shares against payment in New York,
New York on             , 1999.

GOLDMAN, SACHS & CO.
             BEAR, STEARNS & CO. INC.
                          DONALDSON, LUFKIN & JENRETTE
                                       MERRILL LYNCH & CO.
                                                WIT CAPITAL CORPORATION

                            ------------------------

                    Prospectus dated                , 1999.
3

                [Maps showing Network Plus' network appear here]

                                        2
4

                               PROSPECTUS SUMMARY

     You should read the following summary together with the more detailed
information and our consolidated financial statements and related notes
appearing elsewhere in this prospectus.

                                  NETWORK PLUS

OVERVIEW

     Network Plus is a network-based communications provider offering broadband
data and telecommunications services. Our bundled product offerings include
local and long distance services, as well as enhanced, high-speed data and
Internet services, primarily utilizing digital subscriber line, or DSL,
technology. Since 1990, we have targeted small and medium-sized business
customers located in major markets in the northeastern and southeastern regions
of the United States. As of May 15, 1999, we served approximately 40,000
customers representing in excess of 200,000 access lines. We had total revenue
of $105.5 million in 1998 and $33.6 million in the first quarter of 1999,
substantially all of which was attributable to the sale of long distance
services. We commenced offering local services in September 1998 and DSL
services in May 1999.

     We believe that our recent introduction of local and DSL services and the
continuing expansion of our network enable us to cross-sell services to our
existing customer base, acquire new customers and improve overall margins. We
currently:

     - Provide local exchange and DSL services directly to our customers by
       co-locating our network equipment in telephone company central offices.
       We expect to have 20 co-locations operational in central offices in New
       England during August 1999. We intend to expand to approximately 100
       co-locations in the northeastern and southeastern regions of the United
       States by year-end 1999 and to approximately 220 co-locations by year-end
       2000.

     - Operate Lucent 5ESS local exchange switches in Cambridge, Massachusetts
       and New York City, Nortel international and interexchange switches in Los
       Angeles and Quincy, Massachusetts and Nortel interexchange switches in
       Orlando and Chicago. We intend to deploy additional local exchange
       switches in Georgia and Florida by year-end 1999.

     - Own 625 route miles of dark fiber optic cable, consisting of 1,830
       digital fiber miles. When fully deployed and activated, this cable will
       form a redundant SONET ring, linking us with major markets throughout New
       England and the New York metropolitan area and providing us with
       significant transmission capacity.

     - Sell our services through a 185-person sales force located in 11 sales
       offices throughout the northeastern and southeastern regions of the
       United States. To support our anticipated growth, we intend to expand our
       sales force to approximately 250 members by year-end 1999.

OUR MARKET OPPORTUNITY AND THE IMPORTANCE OF DSL

     The rapid growth of the Internet, expansion of electronic commerce and
introduction of new business applications have fueled increasing demand from
small and medium-sized businesses for access to enhanced voice and high-speed
data services. To meet this growing demand, we plan to offer a full range of
bundled voice and high-speed data services over our network infrastructure. We
believe that our new DSL services will enable us to offer a range of high-speed
data options with price and performance characteristics that are more attractive
than traditional alternatives. Our DSL services provide an "always on"
high-speed local connection to

                                        3
5

the Internet and to private and local area networks at speeds up to 25 times
faster than are available over traditional phone lines.

BUSINESS STRATEGY

     The key elements of our business strategy are discussed in detail under
"Business -- Business Strategy", which we urge you to read. The following is a
summary of our business strategy.

     - BE A ONE-STOP COMMUNICATIONS PROVIDER.  We offer a complete suite of
       broadband data and telecommunications services on a bundled and
       individual basis for which we provide a single bill. We believe that
       providing one-stop communications services, including long distance and
       local services as well as data and Internet services, will enable us to
       better meet the needs of our customers, rapidly penetrate our targeted
       markets, capture a larger portion of our customers' communications
       expenditures and increase customer retention.

     - TARGET UNDERSERVED MARKETS WITH A SUPER-REGIONAL FOCUS.  We intend to
       continue targeting small and medium-sized businesses in the northeastern
       and southeastern regions of the United States, our primary service areas.
       We seek to be among the first to market integrated communications
       services in many of our markets, including small and medium-sized
       communities in which there is relatively little competition to the
       incumbent local exchange carriers.

     - CROSS-SELL LOCAL AND DATA SERVICES TO OUR EXISTING CUSTOMERS.  We have
       ongoing relationships with approximately 40,000 existing customers, and
       during 1998 substantially all of our revenue was generated from our
       customers' long distance traffic. We believe that our ongoing customer
       relationships, focus on customer care and competitive prices for our
       bundled services will provide us with a significant opportunity to
       cross-sell local, DSL and other data services to our existing customers.

     - BUILD A CAPITAL EFFICIENT NETWORK INFRASTRUCTURE.  Our strategy is to
       expand our network where economically justifiable, better match our
       capital commitment to the onset of revenue-generating activities and
       generate cash flow quickly. We believe that this strategy will result in
       higher long-term operating margins, greater control of our network and
       enhanced service quality. An important element of our local and DSL
       network strategy is to build our network to take advantage of our
       customer base and sales office coverage in the northeastern and
       southeastern regions of the United States. All of the approximately 220
       co-locations that we expect to have operational by the end of 2000 will
       be within the service areas of our existing or planned sales offices.

     - ACQUIRE AND RETAIN MARKET SHARE THROUGH OUR SALES FORCE AND CUSTOMER
       SERVICE.  We intend to expand our sales force to approximately 250
       members by year-end 1999 to acquire and support a growing customer base.
       Once we obtain a customer, we focus on providing superior customer
       service. We provide incentives to our sales and customer support
       personnel through a compensation structure that is designed to promote a
       high level of ongoing customer care and retention. We also provide our
       customers with personalized service through a single point of contact to
       increase customer satisfaction.

                                        4
6

     - LEVERAGE OUR CUSTOM-DESIGNED BACK OFFICE SYSTEMS.  We are currently in
       the final stages of developing and testing a custom-designed operational
       support system, which we refer to as LOGOS. We designed LOGOS to shorten
       the time between a customer order and service installation, reduce
       overhead costs and enable us to provide superior customer service. We
       believe that when fully deployed LOGOS will enhance our productivity and
       service quality and provide us with a significant competitive advantage
       through:

            - automating most of the processes involved in moving a customer
              onto our network

            - enabling single-call resolution of most customer inquiries

            - providing each of our departments with a universal view of all
              provisioning, billing, customer service, trouble ticket and
              collections activities for each customer

            - enabling customized service offerings, pricing and invoice
              formatting for our customers.

     - EXPAND THROUGH STRATEGIC ACQUISITIONS AND ALLIANCES.  We plan to consider
       strategic acquisitions of and alliances with related or complementary
       businesses. Strategic acquisitions and alliances may enable us to expand
       more rapidly by adding new customers and services as well as acquiring
       additional experienced employees.

     - LEVERAGE THE EXPERIENCE OF OUR MANAGEMENT TEAM.  Our management team has
       extensive experience in the communications industry. We believe the
       quality, experience and teamwork of our management team will be critical
       factors in the implementation of our growth strategy.

                                        5
7

                         RECENT FINANCING TRANSACTIONS

     In September 1998, we issued in a private placement 40,000 units,
consisting of 40,000 shares of 13.5% Series A Cumulative Preferred Stock due
2009, 310,000 warrants to purchase 310,000 shares of common stock and 600,000
contingent warrants to purchase 600,000 shares of common stock. The unit
investors were various mutual funds managed by Putnam Investment Management,
Inc. and an affiliate of Goldman, Sachs & Co.

                                  THE OFFERING

Shares of common stock
offered.......................

Shares of common stock to be
  outstanding after this
  offering....................

Proposed Nasdaq National
Market symbol.................   NPLS

Use of proceeds...............   - Approximately $46 million to redeem our 13.5%
                                   Series A Cumulative Preferred Stock due 2009

                                 - Development and expansion of our network,
                                   operational infrastructure and salesforce

                                 - Working capital and general corporate
                                   purposes, including possible acquisitions.
                                   See "Use of Proceeds".

     The calculation of the number of shares to be outstanding after this
offering is based on the number of shares outstanding on             , 1999 and
does not reflect shares that may be issued upon the exercise of options or
warrants.

                                        6
8

                      SUMMARY CONSOLIDATED FINANCIAL DATA

     The following tables present summary consolidated financial data of Network
Plus which should be read together with Network Plus' consolidated financial
statements and related notes and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" presented elsewhere in this
prospectus.

     EBITDA consists of net income (loss) before interest, income taxes,
depreciation and amortization. We believe that EBITDA is a useful financial
performance measure for comparing companies in the communications industry in
terms of operating performance, leverage, and ability to incur and service debt.
EBITDA provides an alternative measure of cash flow from operations. EBITDA
should not be considered in isolation from, or as a substitute for, net income
(loss), net cash provided by (used for) operating activities or other
consolidated income or cash flow statement data presented in accordance with
generally accepted accounting principles, or GAAP, or as a measure of
profitability or liquidity.

     The pro forma as adjusted balance sheet data give effect to the redemption
of our Series A preferred stock and reflect the sale of                shares of
common stock in this offering, after deducting underwriting discounts and
commissions and estimated offering expenses of $       .

     Pro forma net income (loss) per share reflects our conversion from an S
Corporation to a C Corporation in September 1998.
THREE MONTHS
                                                   YEAR ENDED DECEMBER 31,                 ENDED MARCH 31,
                                       ------------------------------------------------   -----------------
                                        1994      1995      1996      1997       1998      1998      1999
                                       -------   -------   -------   -------   --------   -------   -------
                                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENTS OF OPERATIONS DATA:
  Revenue............................  $30,754   $49,024   $75,135   $98,209   $105,545   $25,202   $33,581
  Costs of services..................   16,061    35,065    57,208    78,106     78,443    18,836    26,546
  Selling, general and
    administrative...................   11,631    17,697    19,230    25,704     29,426     5,544    10,716
  Depreciation and amortization......      180       276       533       994      2,037       468       984
                                       -------   -------   -------   -------   --------   -------   -------
  Operating income (loss)............    2,882    (4,014)   (1,836)   (6,595)    (4,361)      354    (4,665)
  Net income (loss)..................  $ 2,852   $ 3,695   $ 1,415   $(3,191)  $ (4,383)  $    84   $(3,217)
                                       =======   =======   =======   =======   ========   =======   =======
  Net income (loss) applicable to
    common stockholders..............  $ 2,852   $ 3,695   $ 1,415   $(3,191)  $ (6,388)  $    84   $(4,771)
                                       =======   =======   =======   =======   ========   =======   =======
  Net income (loss) per share
    applicable to common
    stockholders -- basic and
    diluted..........................  $  0.29   $  0.37   $  0.14   $ (0.32)  $  (0.64)  $  0.01   $ (0.48)
  Pro forma net income (loss) per
    share applicable to common
    stockholders -- basic and
    diluted..........................  $  0.18   $  0.24   $  0.09   $ (0.21)  $  (0.54)  $  0.01   $ (0.48)
OTHER FINANCIAL DATA:
  Capital expenditures...............  $   813   $   860   $ 2,135   $ 3,363   $ 10,919   $   230   $ 6,601
  EBITDA.............................  $ 3,164   $ 4,121   $ 2,226   $(1,684)  $ (2,173)  $   843   $(3,663)
7
9
MARCH 31, 1999
                                                                             ---------------------
                                                                                         PRO FORMA
                                                              DECEMBER 31,                  AS
                                                                  1998        ACTUAL     ADJUSTED
                                                              ------------   --------    ---------
                                                                         (IN THOUSANDS)
BALANCE SHEET DATA:
  Cash and cash equivalents.................................    $ 12,197     $  3,578
  Property and equipment, net...............................      15,822       41,370      41,370
  Working capital...........................................      16,168          170
  Total assets..............................................      48,868       76,210
  Other long-term obligations...............................       5,072       22,057      22,057
  Redeemable Series A preferred stock.......................      35,146       36,700          --
  Total stockholders' equity (deficit)......................      (6,723)     (11,497)
------------------------------------------------------

     We were incorporated in Delaware in July 1998.  Our wholly owned operating
subsidiary, Network Plus, Inc., was incorporated in Massachusetts in March 1990.
Our principal executive offices are located at 234 Copeland Street, Quincy,
Massachusetts 02169. Our telephone number at this location is (617) 786-4000 and
our Internet address is www.np1.com.

     Network Plus and the Network Plus logo are registered service marks of
Network Plus. All other trade names, trademarks and service marks used in this
prospectus are the property of their respective owners.

     Unless otherwise specifically stated, information in this prospectus:

     - assumes the underwriters do not exercise their over-allotment option

     - assumes the redemption of all outstanding shares of our Series A
       preferred stock upon the closing of this offering

     - does not reflect a stock split of common stock that we plan to effect
       prior to the closing of this offering.

                                        8
10

                                  RISK FACTORS

     This offering involves a high degree of risk. You should carefully consider
the risks described below and the other information in this prospectus before
deciding whether to invest in shares of our common stock.

WE HAVE RECENTLY EXPERIENCED AND ANTICIPATE THAT WE WILL CONTINUE TO EXPERIENCE
NEGATIVE CASH FLOW AND OPERATING LOSSES

     Network Plus had operating losses in each of the last four years and
negative cash flow from operating activities in 1998. In 1998, we had operating
losses of $4.4 million and negative cash flows from operating activities of
$10.8 million. We expect to incur significant expenditures in connection with
the acquisition, development and expansion of our network infrastructure,
product offerings, information technology systems and employee base. As a
result, we expect to continue to incur significant future operating losses and
negative cash flow. If our revenue does not increase significantly or the
increase in our expenses is greater than expected, we may not achieve or sustain
profitability or generate positive cash flow in the future.

WE EXPECT TO REQUIRE ADDITIONAL THIRD-PARTY FINANCING BEGINNING IN 2000

     Our ability to meet our projected growth will require substantial cash
resources. The anticipated expansion of our network infrastructure in the year
2000, including the addition of approximately 120 co-locations and additional
switches, and our anticipated funding of negative cash flow from operating
activities during 2000, will require approximately $150 million of additional
capital. In addition, if we acquire other businesses, we may require additional
financing. The availability under our current equipment lease facility
terminates on December 31, 1999. In addition, our current credit facility
matures in April 2000, and we do not anticipate having sufficient cash to pay
off the credit facility upon its maturity. We expect the proceeds of this
offering, our current financing arrangements and internally generated funds to
provide sufficient capital to fund our current business plans through December
31, 1999. The funding of $150 million of additional capital and our satisfying
additional future capital needs will depend upon our ability to renegotiate or
replace our credit and equipment lease facilities, obtain supplemental financing
or raise additional capital. We can give no assurance that we will be able to
renegotiate or replace our credit and equipment lease facilities on acceptable
terms or at all. Additional financing may also place significant limits on our
financial and operating flexibility or may not be available to us. Failure to
obtain future financing when needed or on acceptable terms could cause us to
delay or abandon our development and expansion plans and could materially
adversely affect our growth and ability to compete.

OUR QUARTERLY REVENUES AND OPERATING RESULTS ARE NOT INDICATIVE OF FUTURE
PERFORMANCE AND ARE DIFFICULT TO FORECAST

     As a result of our limited operating history as an integrated
communications provider and the evolving nature of the communications industry,
we may not be able to accurately forecast our revenue. We do not believe that
period-to-period comparisons of our operating results are necessarily
meaningful, or that investors should rely upon them as indicators of future
performance. In one or more future quarters, our results of operations may fall
below the expectations of securities analysts and investors. This would likely
materially adversely affect the trading price of our common stock.

WE CANNOT PREDICT MARKET ACCEPTANCE FOR OUR LOCAL, DSL AND INTERNET SERVICES

     The markets for Internet access, high-speed data communications, including
DSL, and competitive local service are in the early stages of development.
Because we offer services to these new and evolving markets and because current
and future competitors are likely to

                                        9
11

introduce competing services, it is difficult for us to predict the rate at
which these markets will grow. We can give no assurance that our new services
will receive market acceptance or that prices and demand for these services will
be sufficient to sustain profitable operations. If the markets for our new
services fail to develop, grow more slowly than anticipated or become saturated
with competitors, our business, prospects, financial condition and results of
operations could be materially adversely affected.

WE MAY BE UNABLE TO SUCCESSFULLY OFFER LOCAL, DSL, INTERNET AND OTHER TYPES OF
COMMUNICATIONS SERVICES

     Our strategy includes offering additional communications services,
including local, DSL and Internet service. We have limited experience providing
these additional services and can give no assurance that we will be able to do
so successfully. Our ability to implement this strategy will depend on many
factors, including our ability to:

     - upgrade our network and install new equipment

     - successfully meet technical and regulatory requirements with which we
       have had little experience to date

     - expand, train and manage our employee base

     - operate appropriate financial, operating and information systems

     - successfully integrate these services into our existing business.

Our failure to do any of these things effectively could materially adversely
affect our results of operations and the trading price of our common stock.

WE MAY BE UNABLE TO MANAGE RAPID GROWTH

     Our future performance will depend upon our ability to implement and manage
our growth effectively. Our rapid growth to date has placed, and in the future
will continue to place, a significant strain on our administrative, operational
and financial resources.

     We anticipate that, in order to successfully expand our business, we will
be required to recruit and hire a substantial number of new sales and other
personnel. Failure to attract and retain additional qualified sales and other
personnel, including management personnel who can manage our growth effectively,
and failure to successfully train and integrate such personnel, could materially
adversely affect us.

     To manage our growth effectively, we will also have to continue to improve
and upgrade operational, financial and accounting information systems, controls
and infrastructure, as well as to control costs and maintain regulatory
compliance. The failure to adequately strengthen our financial controls and
systems or otherwise manage our growth could materially adversely affect us.

OUR FAILURE TO ACHIEVE OR SUSTAIN MARKET ACCEPTANCE AT DESIRED PRICING LEVELS
COULD IMPAIR OUR ABILITY TO ACHIEVE PROFITABILITY OR POSITIVE CASH FLOW

     Prices for communication services have fallen historically, a trend we
expect will continue. Accordingly, we cannot predict to what extent we may need
to reduce our prices to remain competitive or whether we will be able to sustain
future pricing levels as our competitors introduce competing services or similar
services at lower prices. Our failure to achieve or sustain market acceptance at
desired pricing levels could impair our ability to achieve profitability or
positive cash flow, which would have a material adverse effect on our business,
prospects, financial condition and results of operations.

                                       10
12

WE MAY BE UNABLE TO MEET OUR DEBT OBLIGATIONS

     We have a significant amount of indebtedness. In addition, in order to
implement our growth strategy, we expect to incur additional indebtedness in the
future. Our ability to repay our indebtedness will depend on our future
operating performance, which will be affected by prevailing economic conditions
and financial, business and other factors. Some of these factors are beyond our
control.

     If we are unable to service our indebtedness or other obligations, we will
be forced to examine alternative strategies. These strategies may include
reducing or delaying capital expenditures, restructuring or refinancing
indebtedness or seeking additional debt or equity financing. We can give no
assurance that any of these strategies could be effected on satisfactory terms.

     Our level of indebtedness could have important consequences to our
stockholders, including the following:

     - we will have significant and increasing cash interest expense and
       significant principal repayment obligations with respect to outstanding
       indebtedness

     - our degree of leverage and debt service obligations could limit our
       ability to plan for, and make us more vulnerable than some of our
       competitors to the effects of, an economic downturn or other adverse
       developments

     - we may need to dedicate cash flow from our operations to debt service
       payments, making these funds unavailable for other purposes

     - our ability to obtain additional financing in the future for working
       capital, capital expenditures, debt service requirements or other
       purposes could be impaired.

OUR INDEBTEDNESS SUBJECTS US TO FINANCIAL AND OPERATING RESTRICTIONS

     Our credit facility imposes operating and financial restrictions on us.
These restrictions limit our ability to:

     - incur additional indebtedness

     - issue stock of any subsidiaries

     - create liens on assets

     - pay dividends or make other distributions

     - sell assets

     - engage in mergers or acquisitions

     - make investments.

Failure to comply with any of these restrictions could limit the availability of
borrowings or result in a default. For the quarter ending March 31, 1999 and for
the remaining term of the credit facility, the lenders agreed to amend the
financial covenants in our credit facility to grant us additional operating
flexibility. If we were unable to obtain the agreement of our lenders, we would
have been in material non-compliance with our credit facility. We can give no
assurance we will obtain a waiver or amendment for any future noncompliance with
our credit agreement. The terms of any debt or equity financings undertaken by
us to meet future cash requirements could further restrict our operational
flexibility and adversely affect us.

                                       11
13

OUR BUSINESS STRATEGY DEPENDS ON SECURING AND MAINTAINING INTERCONNECTION
AGREEMENTS WITH LOCAL PROVIDERS

     We must enter into agreements for the interconnection of our network with
the networks of the incumbent local exchange carriers and other carriers
covering each market in which we intend to offer local service. Although we have
entered into interconnection agreements in a number of jurisdictions, we can
give no assurance that we will successfully renegotiate these agreements as they
are due to expire or negotiate additional agreements as we enter new markets.
The failure to secure and maintain these agreements could materially adversely
affect our ability to become a single-source provider of communications
services.

WE DEPEND ON OUR SUPPLIERS AND OTHER SERVICE PROVIDERS

     TRANSMISSION FACILITIES.  We lease a portion of our transport capacity. We
are dependent upon the availability of fiber optic transmission facilities owned
by interexchange carriers, incumbent local exchange carriers, competitive local
exchange carriers, and others who lease their fiber optic networks to us. Many
of these entities are, or may become, our competitors. Integration of leased
fiber mileage into our network will subject us to the risk that the owners of
the underlying facilities, who may be competitors, will not maintain or will
deny us access to these facilities. Some of these providers are currently
experiencing delays in the development of their facilities, and we can give no
assurance that we will be able to obtain use of these facilities on a timely
basis and in the quantities we require. The risks inherent in utilizing third
party providers include the possible inability to negotiate and renew favorable
supply agreements and dependence on the timeliness of the fiber optic transport
providers in processing our orders for transmission facilities.

     DIGITAL SUBSCRIBER LINE SERVICES.  We resell NorthPoint Communications,
Inc.'s digital subscriber line, or DSL, services and are dependent on its
services. As we expand our network infrastructure to sell DSL services directly
to our customers, NorthPoint may become a competitor. If our agreement with
NorthPoint is terminated early or not renewed on termination, or if NorthPoint
does not fulfill its obligations to us under our agreement, our business could
be materially adversely affected.

     Our DSL services also depend on the quality of copper lines and the
incumbent local exchange carriers' maintenance of such lines. We cannot assure
you that we will be able to obtain copper lines and the services we require from
these carriers on a timely basis or on terms and in quantities satisfactory to
us. Our failure to do so could materially adversely affect our ability to offer
DSL services.

     OTHER COMPONENTS.  We also rely on other companies to supply key components
of our network infrastructure, including switching and networking equipment and
paging services. These components are only available in the quantities and
quality we require from sole or limited sources. From time to time we have
experienced delays or other problems in receiving communications services and
facilities. We can give no assurance that we will be able to obtain such
services or facilities on the scale and within the time frames required by us at
an affordable cost, or at all.

     CALL RECORDS.  The accurate and prompt billing of our customers is
dependent upon the timeliness and accuracy of call detail records, including
those provided by carriers whose services we resell. We can give no assurance
that the current carriers will continue to provide, or that new carriers,
including incumbent local exchange carriers, will provide, accurate information
on a timely basis. Any carrier's failure to do so could materially adversely
affect us.

                                       12
14

A SIGNIFICANT AMOUNT OF OUR REVENUE IS ATTRIBUTABLE TO THE RESALE OF SPRINT LONG
DISTANCE SERVICE

     In the first quarter of 1999, approximately 26% of our revenue was
attributable to the resale of long distance service provided by Sprint
Communications Company L.P. Our current agreement with Sprint terminates in
February 2000. We can give no assurance that this agreement will be extended on
terms acceptable to us. Termination of our relationship with Sprint could
materially adversely affect us.

WE MAY FACE RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS

     We may acquire other businesses that will complement our existing business.
These acquisitions will likely involve some or all of the following risks:

     - the difficulty of assimilating the acquired operations and personnel

     - the potential disruption of our ongoing business

     - the diversion of resources

     - the possible inability of management to maintain uniform standards,
       controls, procedures and policies

     - the possible difficulty of managing our growth and information systems

     - the risks of entering markets in which we have little experience

     - the potential impairment of relationships with employees or customers.

These transactions may be required for us to remain competitive. We can give no
assurance that we will be able to obtain required financing for such
transactions or that such transactions will occur.

COMPETITION IN OUR INDUSTRY IS INTENSE AND GROWING, AND WE MAY BE UNABLE TO
COMPETE EFFECTIVELY

     Our industry is highly competitive, and we expect competition to intensify
in the future. We do not have a significant market share in any of our markets.
Most of our actual and potential competitors have substantially greater
financial, technical, marketing and other resources, including brand or
corporate name recognition, than we do. Our success will depend upon our ability
to provide high-quality services at competitive prices. Any reduction in the
prices of long distance, local, DSL or other services by our competitors could
materially adversely affect us.

     We also face the following specific competitive risks:

  OVERALL COMMUNICATIONS MARKET

     - LARGER AND MORE COMPETITIVE COMPANIES RESULTING FROM COMMUNICATIONS
       MERGERS.  A continuing trend towards business combinations and alliances
       in the communications industry may create significant new competitors to
       us. Many of these combined entities will have resources far greater than
       ours. These combined entities may provide a bundled package of
       communications products, including local, long distance and DSL services,
       that compete directly with the products we offer. These entities may also
       offer services sooner and at more competitive rates than we do.

     - THE COMPETITIVE IMPLICATIONS OF OTHER TECHNOLOGIES.  We also face
       competition from fixed wireless services, wireless devices that do not
       require site or network licensing, cellular, personal communications
       services, other commercial mobile radio service providers and Internet
       telephony.

                                       13
15

     - ENTRANCE OF FOREIGN COMPANIES INTO U.S. MARKETS.  In February 1998,
       Federal Communications Commission rules that make it substantially easier
       for many non-U.S. communications companies to enter the U.S. market went
       into effect. This may further increase the number of competitors.

     - INTERNATIONAL MARKETS ARE HIGHLY COMPETITIVE.  We compete in the highly
       competitive international wholesale market to obtain routes that can be
       profitably sold to other carriers. The routes that we can sell favorably
       are subject to change without notice and it is very difficult to forecast
       revenue and associated margins. Loss of traffic could materially
       adversely affect us.

  LONG DISTANCE SERVICES MARKET

     - CUSTOMER TURNOVER.  The long distance industry is characterized by a high
       level of customer attrition, or "churn". Our revenue has been, and is
       expected to continue to be, affected by churn.

     - EFFECT OF NEW RATES AND RATE PLANS.  AT&T Corp., MCI WorldCom, Inc.,
       Sprint and other carriers have implemented price plans aimed at
       residential customers with significantly simplified rate structures. This
       may lower long distance prices. Long distance carriers have made similar
       offerings available to the small and medium-sized businesses we primarily
       serve, creating additional pricing competition and creating pressure on
       gross margins. If we are unable to reduce costs in a timely manner, our
       margins may be significantly reduced.

     - ENTRANCE OF THE REGIONAL BELL OPERATING COMPANIES INTO THE IN-REGION LONG
       DISTANCE MARKET.  We anticipate that a number of Regional Bell Operating
       Companies will seek authority to provide in-region long distance services
       in 1999 and beyond. For example, Bell Atlantic recently filed to seek
       approval to provide long distance service in Massachusetts. Once Regional
       Bell Operating Companies are allowed to offer widespread in-region long
       distance services, they will be in a position to offer single-source
       local and long distance service.

  LOCAL SERVICES MARKET

     - NEED TO COMPETE WITH INCUMBENT PROVIDERS.  In the local communications
       market, our primary competitor is currently the incumbent local exchange
       carrier serving each geographic area. An incumbent local exchange carrier
       is an established provider of dedicated and local telephone services to
       all or virtually all telephone subscribers within its service area.
       Incumbent local exchange carriers benefit from:

       - longstanding relationships with their customers

       - greater financial and technical resources

       - the ability to subsidize local services with revenues from other
         businesses

       - recent regulations that relax price restrictions and decrease
         regulatory oversight of incumbent local exchange carriers.

       If the incumbent local exchange carriers are allowed additional
       flexibility by regulators to offer discounts to large customers, engage
       in aggressive discount pricing practices, or charge competitors excessive
       fees for interconnection to their networks, the revenue of their
       competitors, including us, could be materially adversely affected.

                                       14
16

     - ENTRANCE OF LARGE LONG DISTANCE AND OTHER COMPANIES INTO THE LOCAL
       MARKET.  We also face competition in local markets from other new
       entrants, including long distance and other carriers, many of which have
       significantly greater financial resources than we do. For example, AT&T,
       MCI and Sprint have each begun to offer local communications services in
       major U.S. markets. Other entities that currently or may offer local
       switched services include companies that have previously operated as
       competitive access providers, cable television companies, electric
       utilities, microwave carriers, wireless telephone system operators and
       large customers who build private networks. These entities, upon entering
       into appropriate interconnection agreements or resale agreements with
       incumbent local carriers, including Regional Bell Operating Companies,
       could offer single-source local and long distance services similar to
       those offered by us.

     - CHANGING GOVERNMENT REGULATIONS.  Competition in local services has also
       increased as a result of changing government regulations. The
       Telecommunications Act of 1996 has increased competition in the local
       telecommunications business. The Act:

       - requires incumbent local exchange carriers to interconnect their
         networks with those of requesting telecommunications carriers and to
         allow requesting carriers to co-locate equipment at the premises of the
         incumbent local exchange carriers

       - requires all incumbent local exchange carriers to offer their services
         for resale

       - allows long distance carriers to resell local services

       - requires incumbent local exchange carriers to offer to requesting
         telecommunications carriers network elements on an unbundled basis

       - requires incumbent local exchange carriers to offer to requesting
         telecommunications carriers the services they provide to end-users to
         other carriers at wholesale rates.

       Competition may also increase as a result of a recent World Trade
       Organization agreement on telecommunications services. As a result of the
       agreement, the FCC has made it easier for foreign companies to enter the
       U.S. telecommunications market.

  DATA SERVICES MARKET

     - The market for data communications and Internet access services is
       extremely competitive and characterized by rapid technological
       innovation. There are no substantial barriers to entry, and we expect
       that competition will intensify in the future. We expect significant
       competition from a large variety of companies, including long-distance
       service providers, cable modem service providers, Internet service
       providers, on-line service providers, wireless and satellite data service
       providers, and other companies focusing on DSL services. These companies
       may offer competing products with price or other characteristics that are
       more attractive than our own.

WE MAY BE UNABLE TO ADAPT TO TECHNOLOGICAL CHANGE

     The communications industry has been, and is likely to continue to be,
subject to:

     - rapid and significant technological change, including continuing
       developments in DSL technology, which does not presently have widely
       accepted standards

     - frequent introductions of new services and alternative technologies,
       including new technologies for providing high-speed data services

     - evolving industry standards.

     We expect that new products and technologies will emerge that may be
superior to, or may not be compatible with, some of our products or
technologies. Changes in technology could

                                       15
17

cause more competitors to enter the industry, including the network-based local
business and high-speed data transport business in which we have recently begun
to compete. Also, technological changes, including advancements in emerging
wireline and wireless technologies and Internet services and technologies, could
result in lower retail rates for communications services. These changes could
materially adversely affect our ability to price services competitively or
profitably.

     We cannot predict with certainty the effect of technological changes on our
business. Our future success will depend, in part, on our ability to anticipate
and adapt to technological changes and to offer, on a timely basis, services
that meet customer demands and evolving industry standards. We rely in part on
third parties, including competitors, for the development of and access to
communications and networking technology. As a result, we may be unable to
obtain access to new technology on a timely basis or on satisfactory terms.
Failure to adapt successfully to any technological change or obsolescence, or
the failure to obtain access to important technologies, could materially
adversely affect us.

WE DEPEND ON RIGHTS-OF-WAY AND SIMILAR AGREEMENTS

     To further develop our network, we may need to obtain local franchises,
permits, rights to utilize underground conduit and aerial pole space and other
rights-of-way. We would need to obtain these rights from entities such as
incumbent local exchange carriers, other utilities, railroads, long distance
companies, state highway authorities, local governments and transit authorities.
We can give no assurance that we, or the providers on whom we depend, will be
able to obtain and maintain the permits and rights we may need on acceptable
terms. Cancellation or non-renewal of these arrangements could materially
adversely affect our business in the affected area.

THE TELECOMMUNICATIONS ACT OF 1996 AND OTHER REGULATION COULD ADVERSELY AFFECT
US

     Telecommunications services are subject to significant regulation at the
federal, state, local and international levels. Delays in receiving required
regulatory approvals, or new legal requirements, may materially adversely affect
our business, financial condition, results of operations and prospects. In
particular, we face the following regulatory risks:

     - NEED TO COMPLY WITH FEDERAL REGULATIONS.  We are regulated at the federal
       level by the FCC. We are required to file and maintain domestic and
       international tariffs containing the currently effective rates, terms and
       conditions of service for our long distance services. We are also
       required to maintain an FCC authorization in connection with our
       international services. The FCC has the authority to sanction us or
       revoke our authorization if we violate applicable law.

     - LEGAL AND ADMINISTRATIVE BURDEN OF COMPLIANCE WITH DIVERSE STATE
       REGULATIONS.  Our communications operations are also subject to state
       laws. Compliance with state regulations, challenges by third parties to
       our tariffs, or complaints about our practices could cause us to incur
       substantial expenses.

     - DIFFICULTY PREDICTING THE IMPACT OF THE TELECOMMUNICATIONS ACT.  The
       Telecommunications Act has resulted in comprehensive changes in the
       regulatory environment for the communications industry and has materially
       affected the competitive environment. We cannot predict how the FCC,
       state regulators, courts and the incumbent local exchange carriers will
       interpret and implement the relevant provisions of the Telecommunications
       Act.

     - CHANGES IN ACCESS CHARGES AND UNIVERSAL SERVICE.  Changes in access
       charges and universal service will affect our cost of providing long
       distance service and our revenue from providing local services. Changes
       in the regulations requiring local exchange carriers

                                       16
18
       to provide equal access for the origination and termination of calls by
       long distance subscribers, or in the regulations governing access charge
       rates or universal service contribution, could materially adversely
       affect our business, financial condition, results of operations and
       prospects.

     - UNCERTAINTY OF THE EVOLVING REGULATORY ENVIRONMENT.  There is
       considerable uncertainty regarding numerous regulatory issues in the
       communications industry, including the legal status of complaints filed
       at the FCC to enforce interconnection agreements and the applicability of
       existing regulations to new technologies such as IP telephony. We cannot
       predict the impact of these and other regulatory developments on our
       business.

WE DEPEND ON OUR BILLING, CUSTOMER SERVICE AND INFORMATION SYSTEMS

     Integrated management information and processing systems are vital to our
growth and our ability to monitor costs, bill customers, process customer orders
and operate efficiently. As we continue our transition to being an integrated
communications provider, the need for sophisticated billing and information
systems will increase significantly. The cost of implementing these systems has
been, and we expect will continue to be, substantial.

     We are in the final stages of developing and testing LOGOS, our new
operational support system to integrate important facets of our operations. The
development and implementation of this system rely in part on the products and
services of third party vendors, over which we have no control. Our failure to
accomplish the transition to our new system as expected, or unanticipated
problems with the new system, may materially adversely affect our business and
results of operations.

     In addition, any of the following developments could materially adversely
affect us:

     - failure of vendors to deliver the required services or information in a
       timely and effective manner and at acceptable costs

     - our failure to adequately identify and integrate all of our information
       and processing needs

     - failure of our processing or information systems to perform as expected

     - our failure to upgrade systems as necessary and on a timely basis.

WE DEPEND ON THE PROMPT COLLECTION OF CUSTOMER PAYMENTS

     Because we generally render our services prior to receiving payment, we are
dependent upon the prompt collection of payment of our customers' bills. In
turn, we are dependent upon the creditworthiness of our customers and adequate
revenue assurance programs. The failure of our customers to pay their bills in a
timely manner or our failure to accurately assess the creditworthiness of our
customers and implement adequate revenue assurance programs could materially
adversely affect us.

WE MUST ALSO SECURE AND MAINTAIN PEERING ARRANGEMENTS WITH INTERNET SERVICE
PROVIDERS

     We may need peering agreements with Internet service providers in order to
exchange traffic with these providers without being required to pay transmission
costs. The basis on which the major Internet service providers make peering
available or impose settlement charges is evolving. Recently, companies that
have previously offered peering have reduced or eliminated peering relationships
and are establishing new and more restrictive criteria. Furthermore, if
increasing costs and other requirements associated with maintaining peering with
the major national Internet service providers develop, we may have to comply
with those additional requirements in order to maintain peering relationships.
Failure to establish and maintain peering relationships would cause us to incur
additional operating expenses or abandon certain elements of our strategy, which
could materially adversely affect us.
                                       17
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WE MAY BE UNABLE TO ATTRACT AND RETAIN MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

     Our success depends to a significant extent upon the abilities and
continued efforts of our management team, particularly Robert T. Hale, Jr., the
Company's Chief Executive Officer and President, Robert T. Hale, the Company's
Chairman of the Board, and other members of our senior management team. Only one
of our executive officers is subject to an employment agreement providing for
continuing employment. The loss of any of these individuals could materially
adversely affect us. Our success will also depend upon our ability to hire and
retain additional personnel, including technical and sales personnel.
Competition for qualified personnel in the communications industry is intense.
Difficulty in hiring and retaining personnel could materially adversely affect
us.

FAILURE OF COMPUTER SYSTEMS AND SOFTWARE PRODUCTS TO BE YEAR 2000 COMPLIANT
COULD NEGATIVELY IMPACT OUR BUSINESS

     Many computer systems experience problems handling dates beyond the year
1999. Therefore, some computer hardware and software will need to be modified
prior to the year 2000 in order to remain functional. We could incur significant
unanticipated costs in making our internal systems year 2000 compliant.
Furthermore, if the hardware or software comprising our network elements
acquired from third party vendors, the software applications of the long
distance carriers or others on whose services we depend or with whom our systems
interface, or the software applications of other suppliers, are not year 2000
compliant, it could affect our systems which could materially adversely affect
us. See "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Impact of Year 2000".

WE ARE SUBJECT TO THE RISK OF SYSTEM FAILURE AND SECURITY RISKS

     Our success in attracting and retaining customers requires us to provide
adequate network reliability, capacity and security. Our networks and the
networks upon which we depend are subject to physical damage, power loss,
capacity limitations, software defects, breaches of security by computer virus,
break-ins or otherwise and other factors. Any of these occurrences may cause
interruptions in service or reduced customer capacity. Interruptions in service,
capacity limitations or security breaches could materially adversely affect us.

EXISTING STOCKHOLDERS CAN EXERT CONSIDERABLE CONTROL OVER US

     Following this offering, over      % of our common stock will be owned or
voted by Robert T. Hale and Robert T. Hale, Jr., each an officer and director.
Consequently, management will have considerable control over all of our affairs
and will control the election of all members of our board of directors and the
outcome of all corporate actions requiring stockholder approval. Although the
interests of our management may differ from those of other stockholders, non-
management stockholders will have limited control over our affairs.

PROVISIONS OF OUR CHARTER AND BY-LAWS COULD ADVERSELY AFFECT OUR STOCK PRICE

     Following this offering, our certificate of incorporation and by-laws will
include provisions that may discourage, delay or impede a change in control of
Network Plus or prevent the removal of incumbent directors, even if stockholders
believe the action is in their best interests. Among other things, the
certificate of incorporation will provide for a classified board of directors.
In addition, the certificate of incorporation allows the board of directors to
issue shares of preferred stock and fix the rights, privileges and preferences
of those shares without any further vote or action by the stockholders. The
rights of the holders of common stock will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that may be issued
in the future. Any issuance of preferred stock could make it more difficult for
a third party to acquire control of Network Plus. In addition, our certificate
of incorporation and by-laws limit the

                                       18
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manner in which directors may be nominated by the stockholders and in which
proposals may be made at stockholder meetings. We are also subject to Section
203 of the Delaware General Corporation Law, which could delay or prevent a
change of control. To the extent that these provisions discourage takeover
attempts, they could deprive stockholders of opportunities to realize takeover
premiums for their shares or could depress the trading price of our common
stock.

OUR STOCK PRICE COULD BE EXTREMELY VOLATILE, AND INVESTORS MAY NOT BE ABLE TO
RESELL THEIR SHARES AT OR ABOVE THE INITIAL PUBLIC OFFERING PRICE

     An active trading market for our common stock may not develop or be
sustained after this offering. Network Plus and the underwriters will determine
the initial public offering price. The price at which our common stock will
trade after this offering is likely to be volatile and may fluctuate
substantially due to factors such as:

     - our historical and anticipated quarterly and annual operating results

     - variations between our actual results and analyst and investor
       expectations

     - announcements by us or others and developments affecting our business

     - investor perceptions of our company and comparable public companies

     - conditions and trends in the communications industry.

     In particular, the stock market has from time to time experienced
significant price and volume fluctuations affecting the stock of communications
companies. Fluctuations may be unrelated or disproportionate to company
performance. These fluctuations may result in a material decline in the trading
price of our common stock.

THE SALE OF LARGE NUMBERS OF SHARES OF OUR COMMON STOCK COULD DEPRESS OUR STOCK
PRICE

     Sales of a large number of shares of our common stock in the market after
this offering or the perception that sales may occur could cause the trading
price of our common stock to drop.

               shares of common stock will be outstanding immediately after the
offering. The           shares sold in this offering, plus any shares issued
upon exercise of the underwriters' overallotment option, will be freely
tradeable, except for shares held at any time by an "affiliate" of Network Plus,
as defined under Rule 144 under the Securities Act. Of the remaining shares,
          are subject to lock-up agreements in which the holders of the shares
have agreed not to sell any shares for a period of 180 days after the date of
this prospectus without the prior written consent of the representatives of the
underwriters. All shares issued prior to this offering are "restricted
securities" as defined in Rule 144. These shares may be sold in the future
without registration under the Securities Act to the extent permitted by Rule
144 or an exemption under the Securities Act.

     After this offering, we intend to file registration statements on Form S-8
under the Securities Act to register the           shares of common stock that
are reserved for issuance under our stock option plans, including shares
currently subject to outstanding options, and the           shares reserved for
issuance under our employee stock purchase plan. We expect the registration
statements on Form S-8 to become effective immediately upon filing. Options to
purchase 212,673 shares of common stock either are vested or vest within 60 days
of May 25, 1999. Shares covered by the registration statements on Form S-8 will
be eligible for sale in the public market, subject to Rule 144 limitations
applicable to affiliates as well as to the limitations on sale and vesting
described above. In addition, holders of warrants to purchase an aggregate of
310,000 shares of common stock may exercise those warrants and require us to
register the underlying common stock beginning 180 days following this offering.
An additional 5,000 shares of common stock subject to warrants will become
freely tradeable on May 27, 2000.

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21

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION

     We expect the initial public offering price to be substantially higher than
the net tangible book value per share of our common stock. Therefore, you will
incur immediate dilution in net tangible book value of $     per share, assuming
an initial public offering price of $     per share. You may incur additional
dilution if holders of stock options, whether currently outstanding or
subsequently granted, exercise their options or if warrantholders exercise their
warrants to purchase common stock. See "Dilution" for more information.

FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN

     We make forward-looking statements in the "Prospectus Summary", "Risk
Factors", "Use of Proceeds", "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" sections and elsewhere in
this prospectus. These forward-looking statements include, but are not limited
to, statements about our plans, objectives, expectations, intentions and
assumptions and other statements that are not historical facts. We generally
intend the words "expect" "anticipate," "intend," "plan," "believe," "seek,"
"estimate" and similar expressions to identify forward-looking statements.

     Because these forward-looking statements involve risks and uncertainties,
including those described in this "Risk Factors" section, our actual results may
differ materially from those expressed or implied by these forward-looking
statements. We do not intend to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

                                       20
22

                                USE OF PROCEEDS

     Our net proceeds from the sale of shares of common stock in this offering
are estimated to be $          , after deducting the underwriting discount and
our estimated offering expenses. If the underwriters exercise their
over-allotment option in full, we estimate that our net proceeds will be
$          .

     We will use approximately $46 million of the net proceeds to redeem all
outstanding shares of our Series A preferred stock. We intend to use the
remaining net proceeds to fund the development and expansion of our network,
operational infrastructure and sales force and for working capital and general
corporate purposes. We believe opportunities may exist to expand our current
business through acquisitions. We may use a portion of the net proceeds for this
purpose. We are not currently a party to any contracts or letters of intent with
respect to any material acquisitions. Pending these uses, we expect to invest
the net proceeds of this offering in short-term, interest-bearing,
investment-grade securities.

     Because of the number and variability of factors that may determine our use
of the net proceeds of this offering, management will retain a significant
amount of discretion over the application of the net proceeds. The actual use of
net proceeds could vary substantially from our current plans.

                                DIVIDEND POLICY

     On September 2, 1998, we paid a dividend to the holders of our common
stock, Robert T. Hale and Robert T. Hale, Jr., in the aggregate amount of $5.0
million, of which approximately $1.9 million was reinvested by Mr. Hale, Jr. in
the form of a long-term loan to us. Since January 1, 1997, we have paid an
additional aggregate amount of $607,000 in dividends to enable the holders of
our common stock to pay taxes and related tax preparation expenses in respect of
income allocated to them as a result of our former status as an S corporation.

     For the foreseeable future we intend to retain our earnings for our
operations and the expansion of our business and do not expect to pay dividends
on our common stock. The payment of any future dividends will be at the
discretion of our board of directors and will depend upon, among other factors,
our earnings, financial condition, capital requirements and general business
outlook at the time payment is considered. In addition, our ability to pay
dividends will depend upon the amount of distributions, if any, received from
Network Plus, Inc. or any of our future operating subsidiaries. Our credit
facility does, and any future indebtedness incurred by us may, restrict our
ability to pay dividends.

                                       21
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                                 CAPITALIZATION

     The following table sets forth our total cash and cash equivalents and
capitalization as of March 31, 1999 (i) on an actual basis and (ii) on a pro
forma as adjusted basis to give effect to the redemption of our Series A
preferred stock and to reflect the sale of           shares of common stock in
this offering, after deducting underwriting discounts and commissions and
estimated offering expenses of $     . This table should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the historical financial statements and related notes appearing
elsewhere in this prospectus.
MARCH 31, 1999
                                                              ----------------------------
                                                                             PRO FORMA AS
                                                                ACTUAL         ADJUSTED
                                                                ------       ------------
                                                              (IN THOUSANDS, EXCEPT SHARE
                                                                  AND PER SHARE DATA)
Cash and cash equivalents...................................   $  3,578        $
                                                               ========        ========
Debt:
  Current portion of long-term debt and capital lease
     obligations............................................   $  7,703        $  7,703
                                                               ========        ========
  Long-term debt and capital lease obligations, net of
     current portion........................................   $ 20,096        $ 20,096
  Long-term note payable to stockholder.....................   $  1,961        $  1,961
Redeemable preferred stock
  13.5% Series A Cumulative Preferred Stock due 2009, $0.01
     par value, 50,000 shares authorized, 40,000 shares
     issued and outstanding; 0 shares issued and
     outstanding, pro forma as adjusted(1)..................     36,700              --
Stockholders' deficit:
  Common stock, $.01 par value, 20,000,000 shares
     authorized, 10,000,000 shares issued and outstanding;
               shares issued and outstanding, pro forma as
     adjusted...............................................        100
  Additional paid-in capital................................         --
  Warrants(1)...............................................      4,359           4,359
  Accumulated deficit.......................................    (15,956)
                                                               --------        --------
  Total stockholders' equity (deficit)......................    (11,497)
                                                               --------        --------
          Total capitalization..............................   $ 47,260        $
                                                               ========        ========
---------------
(1) We issued Series A preferred stock with an initial liquidation preference of
    $40.0 million as part of units sold in September 1998. Each unit consisted
    of one share of Series A preferred stock, 7.75 initial warrants and 15
    contingent warrants, each warrant permitting the holder to purchase one
    share of common stock. We allocated a value of $4.65 million to the
    warrants, representing the portion of the purchase price of the units
    allocated to the initial warrants, less $0.3 million of the costs associated
    with the unit offering allocable to the initial warrants. A de minimis value
    was ascribed to the contingent warrants. No assurance can be given that the
    value allocated to the initial warrants will be indicative of the price at
    which the initial warrants may actually trade. We allocated costs of $2.2
    million associated with the unit offering to the Series A preferred stock.

                                       22
24

                                    DILUTION

     Our pro forma net tangible book value at March 31, 1999, was approximately
$25.2 million, or $2.52 per share of common stock. Pro forma net tangible book
value per share represents the amount of our total tangible assets, meaning
total assets less intangible assets, reduced by our total liabilities, divided
by the number of shares of common stock outstanding.

     After giving effect to our sale of           shares of common stock in this
offering at an assumed initial public offering price of $          per share,
after deducting the underwriting discounts and commissions and our estimated
offering expenses of $     and applying our estimated net proceeds, our pro
forma net tangible book value as of March 31, 1999 would have been approximately
$          , or $          per share. This represents an immediate increase in
pro forma net tangible book value of $          per share to existing
stockholders and an immediate dilution of $          per share to new investors
purchasing shares in this offering. The following table illustrates this per
share dilution:
Assumed initial public offering price per share.............  $
Pro forma net tangible book value per share before this
  offering..................................................   2.52
Increase per share attributable to this offering............
                                                              -----
Pro forma net tangible book value per share after this
  offering..................................................
                                                              -----
Dilution per share to new investors.........................  $
                                                              =====
The following table summarizes, on the pro forma basis discussed above, as
of March 31, 1999, the total number of shares of common stock purchased from
Network Plus, the total consideration paid and the average consideration paid
per share by our existing stockholders and by the new investors at an assumed
initial public offering price of $     per share for shares purchased in this
offering, before deducting underwriting discounts and our estimated offering
expenses:
SHARES PURCHASED       TOTAL CONSIDERATION     AVERAGE
                                         ---------------------    -------------------    PRICE PER
                                           NUMBER      PERCENT    AMOUNT     PERCENT       SHARE
                                           ------      -------    ------     -------     ---------
Existing stockholders..................  10,000,000          %     $100             %      $.01
New investors
                                         ----------     -----      ----       ------       ----
          Total........................                 100.0%                $100.0%
                                         ==========     =====      ====       ======
The table above assumes no exercise of outstanding stock options and
excludes
shares of common stock subject to options outstanding under our stock plans and
               additional shares of common stock available for issuance under
those plans. The table above also assumes no exercise of the outstanding
warrants to purchase 315,000 shares of our common stock (or 369,540 shares if
this offering is not closed prior to August 15, 1999).

                                       23
25

                      SELECTED CONSOLIDATED FINANCIAL DATA

     The following tables present summary consolidated financial data for the
years ended December 31, 1994 through 1998 and the three month periods ended
March 31, 1998 and 1999. The statement of operations, cash flow and balance
sheet data for the years ending December 31, 1995 through 1998 have been derived
from financial statements (including those set forth elsewhere in this
prospectus) that have been audited by PricewaterhouseCoopers LLP, independent
accountants. The statements of operations and cash flows for the year ended
December 31, 1994 and the three months ended March 31, 1998 and 1999 and the
balance sheet data as of December 31, 1994 and March 31, 1998 and 1999 are
derived from our unaudited consolidated financial statements and, in the opinion
of management, include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of our results of operations and
financial condition for those periods. The data for the three-month period ended
March 31, 1999 are not necessarily indicative of results for the year ending
December 31, 1999 or any future period. For periods prior to our formation in
July 1998, the financial data reflect the financial statements of Network Plus,
Inc., our wholly-owned subsidiary, as it was our sole operating entity.
THREE MONTHS
                                                  YEAR ENDED DECEMBER 31,                 ENDED MARCH 31,
                                      ------------------------------------------------   -----------------
                                       1994      1995      1996      1997       1998      1998      1999
                                      -------   -------   -------   -------   --------   -------   -------
                                                                                            (UNAUDITED)
                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENTS OF OPERATIONS DATA:
  Revenue...........................  $30,754   $49,024   $75,135   $98,209   $105,545   $25,202   $33,581
  Costs of services.................   16,061    35,065    57,208    78,106     78,443    18,836    26,546
  Selling, general and
    administrative..................   11,631    17,697    19,230    25,704     29,426     5,544    10,716
  Depreciation and amortization.....      180       276       533       994      2,037       468       984
                                      -------   -------   -------   -------   --------   -------   -------
  Operating income (loss)...........    2,882    (4,014)   (1,836)   (6,595)    (4,361)      354    (4,665)
  Interest income...................       37       202        95        86        395         3       141
  Interest expense..................       (2)      (40)     (313)     (557)    (1,474)     (285)     (521)
  Other income, net.................      102     7,859     3,529     3,917        151        21        18
  Provision for income taxes........     (167)     (312)      (60)      (42)       906         9    (1,810)
                                      -------   -------   -------   -------   --------   -------   -------
  Net income (loss).................    2,852     3,695     1,415    (3,191)    (4,383)       84    (3,217)
                                      =======   =======   =======   =======   ========   =======   =======
  Preferred stock dividends and
    accretion.......................       --        --        --        --     (2,005)       --    (1,554)
Net income (loss) applicable to
  common stockholders...............  $ 2,852   $ 3,695   $ 1,415   $(3,191)  $ (6,388)  $    84   $(4,771)
                                      =======   =======   =======   =======   ========   =======   =======
Net income (loss) per share
  applicable to common
  stockholders --
  basic and diluted.................  $  0.29   $  0.37   $  0.14   $ (0.32)  $  (0.64)  $  0.01   $ (0.48)
                                      =======   =======   =======   =======   ========   =======   =======
Pro forma net income (loss) per
  share applicable to common
  stockholders --
  basic and diluted(1)..............  $  0.18   $  0.24   $  0.09   $ (0.21)  $  (0.54)  $  0.01   $ (0.48)
                                      =======   =======   =======   =======   ========   =======   =======
Weighted average shares
  outstanding --
  basic and diluted.................   10,000    10,000    10,000    10,000     10,000    10,000    10,000
                                      =======   =======   =======   =======   ========   =======   =======
---------------
(1) Pro forma net income (loss) per share reflects an imputed corporate federal
    and state income tax charge for all periods prior to September 1998 when the
    Company was an S corporation and not subject to a corporate level income tax
    to enable a more meaningful presentation of net income (loss) from period to
    period.

                                       24
26
THREE MONTHS
                                                   YEAR ENDED DECEMBER 31,                ENDED MARCH 31,
                                       -----------------------------------------------   -----------------
                                        1994      1995      1996     1997       1998      1998      1999
                                       -------   -------   ------   -------   --------   -------   -------
                                                                                            (UNAUDITED)
                                                                 (IN THOUSANDS)
OTHER FINANCIAL DATA:
  Capital expenditures...............      813       860    2,135     3,363     10,919       230     6,601
  EBITDA(1)..........................    3,164     4,121    2,226    (1,684)    (2,173)      843    (3,663)
  Net cash provided by (used for)
    operating activities.............    1,904     2,463     (322)      184    (10,768)    2,476    (3,373)
  Net cash provided by (used for)
    investing activities.............      368      (184)    (644)   (6,924)    (1,402)     (230)   (9,101)
  Net cash provided by (used for)
    financing activities.............   (1,255)   (1,903)   1,596     6,004     22,800    (3,479)    3,855
  Ratio of earnings to combined fixed
    charges(2).......................     23.4x     20.4x     3.7x     (2.9)x     (0.4)x    (0.7)x    (3.2)x
---------------
(1) EBITDA consists of net income (loss) before interest, income taxes,
    depreciation and amortization. We believe that EBITDA is a useful financial
    performance measure for comparing companies in the communications industry
    in terms of operating performance, leverage, and ability to incur and
    service debt. EBITDA provides an alternative measure of cash flow from
    operations. EBITDA should not be considered in isolation from, or as a
    substitute for, net income (loss), net cash provided by (used for) operating
    activities or other consolidated income or cash flow statement data
    presented in accordance with generally accepted accounting principles, or
    GAAP, or as a measure of profitability or liquidity. EBITDA does not reflect
    working capital changes and includes non-interest components of other income
    (expense), most of which are non-recurring. These items may be considered
    significant components in understanding and assessing our results of
    operations and cash flows. EBITDA may not be comparable to similarly titled
    amounts reported by other companies.

(2) For purposes of calculating the ratio of earnings to combined fixed charges,
    earnings represent net income (loss) before income taxes plus combined fixed
    charges. Combined fixed charges consist of interest expense, preferred stock
    dividends and accretion of issuance costs and discount, and the interest
    portion of operating lease rentals. Earnings were insufficient to cover
    combined fixed charges by $3.1 million in 1997 and $5.3 million in 1998.
    Earnings were insufficient to cover combined fixed charges by $263,000 for
    the first three months of 1998 and $7.3 million for the first three months
    of 1999.

                                       25
27
MARCH 31, 1999
                                                  DECEMBER 31,                     ----------------------
                                 -----------------------------------------------               PRO FORMA
                                  1994      1995      1996      1997      1998      ACTUAL    AS ADJUSTED
                                 -------   -------   -------   -------   -------   --------   -----------
                                                                                        (UNAUDITED)
                                                              (IN THOUSANDS)
BALANCE SHEET DATA:
  Cash and cash equivalents....  $ 1,232   $ 1,673   $ 2,303   $ 1,567   $12,197   $  3,578
  Current assets...............    9,264    16,441    19,771    28,521    31,050     28,629
  Property and equipment,
    net........................    1,435     1,507     3,075     6,957    15,822     41,370      41,370
  Working capital..............    4,388     2,369     1,621    (3,128)   16,168        170
  Total assets.................   11,264    18,005    22,915    35,581    48,868     76,210
  Other long-term
    obligations(1).............       24        11       664     3,623     5,072     22,057      22,057
  Redeemable Series A preferred
    stock......................       --        --        --        --    35,146     36,700
  Total stockholders' equity
    (deficit)..................    2,117     3,922     4,101       309    (6,723)   (11,497)
---------------
(1) Consists of long-term debt and capital lease obligations, long-term note
    payable to stockholder and other long-term liabilities.

     The pro forma as adjusted balance sheet data give effect to the redemption
of our Series A preferred stock and reflect the sale of           shares of
common stock in this offering, after deducting underwriting discounts and
commissions and estimated offering expenses.

                                       26
28

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with Network Plus'
consolidated financial statements, the related notes and the other financial
information appearing elsewhere in this prospectus. In addition to historical
information, the following discussion and other parts of this prospectus contain
forward-looking information that involves risks and uncertainties. Network Plus'
actual results could differ materially from those anticipated by such
forward-looking information due to competitive factors, risks associated with
Network Plus' expansion plans and other factors discussed under "Risk Factors"
and elsewhere in this prospectus.

     For periods prior to our formation in July 1998, the financial data reflect
the financial statements of Network Plus, Inc., our wholly-owned subsidiary, as
it was our sole operating entity.

OVERVIEW

     We began operations in 1990 as an aggregator of AT&T long distance
services, reselling AT&T-branded products primarily to small and medium-sized
businesses. While we were an aggregator of AT&T services, our customers were
billed and serviced by AT&T. We derived profits through 1993 by obtaining volume
discounts on bulk purchases of long distance services from AT&T and passing
along a portion of these discounts to our customers.

     In 1993, we entered into an agreement with Sprint Communications Company
L.P. and in 1994 began to resell Sprint communications services. As a reseller
of Sprint, we began provisioning, servicing and billing customers under the
Network Plus name. Volume discounts offered by Sprint enabled us to offer
low-cost, high-quality, long distance services at favorable rates to our
customers. In addition, by servicing our own customers, we were better able to
meet their needs and control costs.

     In mid-1996, in addition to provisioning customer traffic onto Sprint's
network we initiated the deployment of our own long distance network. In so
doing, we began operating as a switch-based provider in certain states,
switching customer traffic on our own facilities -- which we refer to as on-net
traffic. We have also sold wholesale services for international traffic since
1997.

     Our decision to deploy switches was based on economic efficiencies
resulting from customer concentrations and traffic patterns. Installation of
telephony switches was completed in Quincy, Massachusetts in June 1996, Orlando
in November 1997, Chicago and Los Angeles in March 1999, Cambridge,
Massachusetts in April 1999 and New York City in May 1999. As a switch-based
provider, we are able to lower our direct transmission costs and improve
margins.

     In mid-1998, we entered into two 20-year indefeasible right-of-use
agreements pursuant to which we acquired 625 route miles of dark fiber optic
cable, consisting of 1,830 digital fiber miles. When fully deployed and
activated, this cable will form a redundant SONET ring connecting major markets
throughout New England and the New York metropolitan area, providing us with
significant transmission capacity.

     In 1998, we began offering off-net local exchange services in selected
markets, and in May 1999 we began reselling DSL services. Our strategic
initiatives include building out our local and digital subscriber line, or DSL,
network infrastructure and migrating these services on-net. These new services
require significant investments in network infrastructure and personnel,
including expenses to hire personnel and train new and existing members of our
sales force. We intend to continue to add services to maintain and enhance our
position as an integrated communications provider. We believe the expansion of
service offerings will improve customer retention and market share, while
simultaneously reducing overall transmission costs and improving margins.

                                       27
29

     We sell our services through a direct sales force, an agency sales force
and an international wholesale sales force. As we expand our network facilities,
we intend to increase our sales force to approximately 250 members by year-end
1999. The investment in the sales force, the expansion of the existing network
and the addition of new and enhanced services will require significant
expenditures. We will incur a substantial portion of these expenses before we
realize related revenue. As we undertake these expansion plans and our revenue
base grows, we anticipate future periods of operating losses and negative cash
flows from operations.

RESULTS OF OPERATIONS

     The following table sets forth selected financial data as a percentage of
revenues for the periods indicated:
QUARTER ENDED
                                                  YEAR ENDED DECEMBER 31,      MARCH 31,
                                                  -----------------------    --------------
                                                  1996     1997     1998     1998     1999
                                                  -----    -----    -----    -----    -----
Revenue.........................................  100.0%   100.0%   100.0%   100.0%   100.0%
Cost of services................................   76.1     79.5     74.3     74.7     79.1
Selling, general and administrative.............   25.6     26.2     27.9     22.0     31.9
Depreciation and amortization...................    0.7      1.0      1.9      1.9      2.9
Operating income (loss).........................   (2.4)    (6.7)    (4.1)     1.4    (13.9)
Other income (expense), net.....................    4.4      3.5     (0.1)    (1.0)    (1.1)
Income (loss) before income taxes...............   (2.0)%   (3.2)%   (5.0)%    0.4%   (15.0)%
COMPARISON OF QUARTERS ENDED MARCH 31, 1998 AND 1999

     REVENUE.  Revenue increased $8.4 million or 33% to $33.6 million for the
three months ended March 31, 1999 from $25.2 million for the same period in the
prior year. The increase was primarily due to a 32% increase in long distance
revenue, which comprised 92% of total revenue for the period, resulting from
services to new customers and increased revenue from existing customers. The
resale of local service contributed $2.4 million in revenue for the period,
representing 29% of the increase in total revenue for the period.

     COST OF SERVICES.  Cost of services increased $7.7 million or 41% to $26.5
million for the three months ended March 31, 1999 from $18.8 million for the
same period in the prior year. As a percentage of revenue, cost of services
increased to 79% for the three months ended March 31, 1999 from 75% for the
three months ended March 31, 1998. The increase was primarily due to the
increased volume of international wholesale traffic, which has higher
origination, transport and termination costs as compared to other long distance
traffic. We expect the percentage of long distance traffic associated with
international traffic to decrease and, consequently, the cost of long distance
traffic to decrease.

     SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses increased $5.2 million or 93% to $10.7 million for the three months
ended March 31, 1999 from $5.5 million for the same period in the prior year. As
a percentage of revenue, selling, general and administrative expenses increased
to 32% for the three months ended March 31, 1999 from 22% for the three months
ended March 31, 1998. We employed 397 people at March 31, 1999, compared with
200 at March 31, 1998, resulting in a 99% increase in payroll and related
expenses. The sales organization increased by 119 people for the period, and we
added 35 people to support the build-out of our local network. Other selling,
general and administrative expenses increased as a result of our growth in
revenue and the expansion of the infrastructure to support future growth.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization increased
$516,000 or 110% to $984,000 for the three months ended March 31, 1999 from
$468,000 for the same period in

                                       28
30

the prior year. The increase is primarily due to additional computer and
telecommunications equipment to support our network expansion. We expect the
depreciation and amortization expense to increase as we bring our current local
network projects on-line and as we make additional investments in our network
and operational infrastructure.

     INTEREST.  Interest expense net of interest income increased $98,000 or 35%
to $380,000 for the three months ended March 31, 1999 from $282,000 for the same
period in the prior year. The increase is primarily due to interest paid on our
capital lease obligations.

     INCOME TAXES.  In September 1998, we converted from an S corporation to a C
corporation. As a result, we received a $1.8 million tax benefit for the losses
incurred for the three months ended March 31, 1999. Prior to conversion, income
taxes were provided solely for state tax purposes totaling $9,000 for the three
months ended March 31, 1998.

     NET INCOME (LOSS) AND NET INCOME (LOSS) APPLICABLE TO COMMON
STOCKHOLDERS.  As a result of the increases in revenue, operating expenses,
depreciation and amortization, and net interest expense noted above, we incurred
a net loss of $3.2 million for the three months ended March 31, 1999, compared
with net income of $84,000 for the three months ended March 31, 1998.

     For the three months ended March 31, 1999, we accrued preferred stock
dividends of $1.4 million and accretion of offering expenses and discount of
$143,000 on the Series A preferred stock. The resulting net loss applicable to
common stockholders in the three months ended March 31, 1999 was $4.8 million.

     EBITDA.  EBITDA was negative $3.7 million for the three months ended March
31, 1999 compared to $843,000 for the three months ended March 31, 1998. This
decline was due to the changes in revenue, network development, operations and
selling, general and administrative expenses discussed above.

COMPARISON OF 1997 AND 1998

     REVENUE.  Revenue increased 7.5% to $105.5 million for 1998 from $98.2
million for 1997. Revenue for 1997 included approximately $12.6 million from two
customers with whom we did not do business in 1998. Exclusive of the revenue
from these two former customers, revenue increased by 23.2% from period to
period. The components of revenue in each year reflect our initiative to become
a network-based services provider. In 1998, the revenue amounts also reflect the
impact on sales of diverting financial, management and training resources
towards the introduction of our local services. In 1998, on-net revenue and
on-net billed customer minutes were 63.1% and 54.2%, respectively, of total
revenue and minutes, as compared to 40.2% and 21.2%, respectively, in 1997.

     COSTS OF SERVICES.  Costs of services for 1998 totaled $78.4 million, an
increase of 0.4% from the $78.1 million incurred in the corresponding period in
1997. As a percentage of revenue, costs of services decreased to 74.3% in 1998
from 79.5% in 1997, reflecting the increase in on-net traffic, the reduced costs
of carrying off-net traffic and a reduction in costs of originating and
terminating traffic. Costs of originating and terminating traffic have declined
in part as a result of provisions mandated by the Telecommunications Act of
1996. Finally, increased competition in the long distance communications
industry resulted in slightly lower pricing and margins in 1998, as compared to
1997.

     SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses increased by 14.5% to $29.4 million for 1998 from $25.7 million for
1997, and increased as a percentage of revenue to 27.9% from 26.2% for the
corresponding periods. Within selling, general and administrative expenses, the
largest component is personnel and related expenses, which combines all wages
and salaries, along with commissions earned by our sales force. These expenses
increased by 26.3% from 1997 to 1998, reflecting an increase in the number of

                                       29
31

employees. In April 1998, we commenced our initiative to expand our 96-member
sales force, and as of December 31, 1998 we had approximately doubled the size
of the sales force. Other expenses within selling, general and administrative
expenses increased as a result of our ongoing growth.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization increased to
$2.0 million for 1998 from $1.0 million for 1997, reflecting our network build
out and capital additions for our internal computer systems.

     INTEREST.  Interest expense, net of interest income, increased to $1.1
million for 1998 from $471,000 for 1997. This increase resulted from interest on
capital leases entered into in the latter half of 1997 to finance network
additions and internal computer systems, interest incurred related to notes
payable entered into in December 1997, and additional interest related to higher
levels of revolving credit borrowings in 1998, offset somewhat by interest
earned on investments during the fourth quarter of 1998.

     OTHER INCOME (EXPENSE).  Other income totaled $151,000 in 1998 and $3.9
million in 1997. The $3.9 million in 1997 principally related to warrants.

     In 1995, we transferred certain customers to whom we provided long distance
and toll-free communications services pursuant to certain AT&T resale contracts
to Tel-Save Holdings, Inc. Concurrent with the transfer, our obligations to AT&T
under the AT&T contracts were terminated without obligation or liability on our
part. Prior to the time of this transaction, there was no value recorded in the
financial statements related to these customers. In consideration of the
transfer, we received four separate warrants to purchase a total of 1,365,000
shares of Tel-Save common stock at an exercise price of $4.67 per share (after
reflecting stock splits through December 31, 1997). Each warrant vested
separately based on the retail revenue generated by Tel-Save with respect to the
transferred customers, which had to exceed specified levels for three
consecutive months. The warrants expired at various dates through 1997. In
addition to the warrant agreements, we were subject to a voting rights agreement
whereby Tel-Save retained the right to hold and vote the stock until we informed
Tel-Save that we wished to sell the stock. Upon receiving such notice from us,
Tel-Save was obligated either to purchase the stock at the price offered by us
or, alternatively, to deliver the common stock certificates to us.

     In 1996, we met the vesting requirements with respect to the first three
warrants. We met the vesting requirement for the first warrant at the end of the
third quarter of 1996, entitling us to purchase 600,000 shares of Tel-Save
common stock. We exercised this warrant and sold the related common stock, which
had previously been registered with the SEC, resulting in net proceeds and other
income of $1.4 million in the third quarter of 1996.

     We met the vesting requirements with respect to the second and third
warrants in November 1996. The second warrant entitled us to purchase 300,000
shares of Tel-Save common stock prior to January 8, 1997. The third warrant
entitled us to purchase 150,000 shares of Tel-Save common stock prior to June
10, 1997. We valued warrants upon vesting at approximately $2.1 million using
the Black-Scholes valuation model. The significant assumptions in the valuation
model were an interest rate of 5.1%, warrant lives reflecting the respective
expiration periods, expected volatility of 50% and no dividend rate. At December
31, 1996, we had not yet exercised the warrants and we classified them as
investments. The value of the warrants at December 31, 1996 was the fair value
recorded by us at the date of vesting. We recognized other income of $2.1
million related to the second and third warrants in the fourth quarter of 1996.
On January 6, 1997, we exercised the second and third warrants and paid Tel-
Save the total exercise price of $2.1 million.

     We met the vesting requirement with respect to the fourth warrant in June
1997, entitling us to purchase 315,000 shares of Tel-Save common stock. We
valued the fourth warrant upon vesting at approximately $3.4 million using
Black-Scholes valuation model. The significant

                                       30
32

assumptions in the valuation model were an interest rate of 5.1%, a warrant life
reflecting the June 1997 expiration period, expected volatility of 50% and no
dividend rate. On June 4, 1997, we exercised the warrant, paid Tel-Save the
exercise price of $1.5 million and recorded other income of approximately $3.4
million.

     On November 7, 1997, Tel-Save filed a registration statement with the SEC,
listing us as a selling shareholder with respect to 765,000 shares (the total
shares purchased by us, after reflecting stock splits, under the second, third
and fourth warrants). Following the registration of the common stock, we
intended to immediately sell the shares of Tel-Save, which had a market value of
approximately $16.6 million at that date, as we had done previously with respect
to the shares acquired upon exercise of the first warrant. Accordingly, all
activities necessary for the transfer of the certificates were completed and we
issued a demand to Tel-Save for the common stock certificates or, alternatively,
requested that Tel-Save purchase the shares. Throughout the remainder of the
fourth quarter, Tel-Save refused to deliver the common stock certificates to us.

     In order to take physical possession of the Tel-Save common stock
certificates, we filed a lawsuit against Tel-Save in January 1998. On June 24,
1998, the parties signed a settlement agreement pursuant to which we received a
total of $9.5 million from Tel-Save. As part of the settlement, all 765,000
shares were either returned to or repurchased by Tel-Save. Following the June
1998 settlement, there are no continuing obligations between the parties.
Accordingly, we valued our investment in Tel-Save at December 31, 1997 at the
final negotiated payment. This settlement resulted in approximately $422,000 of
other income, recorded in the fourth quarter of 1997.

     INCOME TAXES.  In 1998, net income tax credits of $906,000 were recorded.
In September 1998, we converted from an S corporation to a C corporation, and a
$480,000 provision for deferred taxes was recorded to reflect the change in
status. Offsetting this provision were tax credits recorded at statutory rates
for both federal and state taxes. Prior to conversion, income taxes were
provided solely for state tax purposes. State income taxes in 1997 totaled
$42,000.

     NET INCOME (LOSS) AND NET INCOME (LOSS) APPLICABLE TO COMMON
STOCKHOLDERS.  As a result of the increases in revenue, operating expenses,
depreciation and amortization, and net interest expense noted above, we incurred
a net loss of $4.4 million in 1998, compared to a net loss of $3.2 million in
1997.

     In 1998, we accrued dividends to be paid in the form of additional shares
of Series A preferred stock totaling $1.8 million and recorded $191,000 of
accretion of offering expenses and discount on this preferred stock. The
resulting net loss applicable to common stockholders in 1998 was $6.4 million.

     EBITDA.  EBITDA decreased to negative $2.2 million for 1998 from negative
$1.7 million for 1997. This decline was due to income in 1997 related to the
Tel-Save warrants, offset by increases resulting from changes in revenues,
network development, operations and selling, general and administrative expenses
discussed above.

COMPARISON OF 1996 AND 1997

     REVENUE.  Revenue increased by 30.7% to $98.2 million in 1997 from $75.1
million in 1996, primarily related to an increase in our customer base. Our
customers totaled approximately 30,000 at the end of 1997 and 19,000 at the end
of 1996. Revenue in 1996 also included approximately $1.8 million related to the
amortization of credits received through AT&T sales promotions on three-year
contracts that were fully amortized by year end 1996.

     COSTS OF SERVICES.  Costs of services increased to $78.1 million in 1997
from $57.2 million in 1996, a 36.5% increase, and increased as a percentage of
revenue to 79.5% in 1997 from 76.1% in 1996.

                                       31
33

     The increase as a percentage of revenue resulted from several factors.
Revenue in 1996 included $1.8 million of nonrecurring revenue derived from the
amortization of the AT&T credits described above. In mid-1996, we began to
operate our own network, incurring start up costs related to investment in these
facilities. The first network switch, deployed in Quincy, Massachusetts in June
1996, did not begin to carry any significant traffic until late 1996. A second
switch, deployed in Orlando in November 1997, did not carry any significant
traffic in 1997. In 1997, we began to transmit international wholesale traffic
through the Quincy switch. International wholesale traffic generates margins
significantly below domestic on-net traffic. In addition, initiatives undertaken
to provision existing customer traffic from off-net to on-net generally did not
commence until the latter part of 1997 and, consequently, the improved
percentages generated by on-net traffic did not significantly impact the results
for the year. Finally, increased competition in the long distance communications
industry resulted in slightly lower pricing and margins in 1997, as compared to
1996.

     SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses increased by 33.7% to $25.7 million in 1997 from $19.2 million in 1996,
and increased as a percentage of revenue to 26.2% in 1997 from 25.6% in 1996.
Personnel and related expenses, the largest component of selling, general and
administrative expenses, decreased by 1.5% from 1996 to 1997. A decrease in the
direct sales force was principally offset by an expansion of administrative
services, including customer service and provisioning personnel, to support the
revenue growth. We added sales offices in 1997 in conjunction with the November
1997 deployment of our switch in Orlando. Other selling, general and
administrative expenses also increased as a result of the revenue and personnel
growth, including rent and utilities for additional offices and commissions paid
to independent marketing representatives. The provision for doubtful accounts
increased by $3.0 million in 1997 from 1996, principally related to two former
customers and an increase in the estimate of the bad debt reserve proportionate
to the increase in revenue. In November 1997, we fully provided for the
receivables from these two former customers. We ceased our relationship with one
of these customers based upon diminishing payment experience and the customer's
inability to provide worthy collateral. Subsequently, this former customer
ceased operations. The other customer's receivable was fully reserved when a
collection arrangement was not honored and additional disputes arose.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization expense
increased to $994,000 in 1997 from $533,000 in 1996 as a result of capital
additions for our network build-out and internal computer systems. We
significantly upgraded our internal computer hardware in November 1997. Future
depreciation expense will increase as assets related to our network expansion
plans are placed into service.

     In August 1997, upon review of our experience and expectations for upgrades
and replacement of equipment, including information gathered during the process
of financing such equipment, we changed our estimate of the useful life of our
switching equipment from 12 years to 5 years. We also reviewed publicly
available industry data on communications equipment, which confirmed that the
estimate of useful lives of our communications equipment, which was entirely
switching equipment at that time, reasonably approximated 5 years. We also
assessed that there had been no significant decline in the market value of our
switching equipment since purchased and that the market value exceeded the net
book value of the equipment at the time of the change in estimate. This was
confirmed by our ability to enter into a sale and leaseback of the switches for
the approximate book value, completed at the same time as the change in
estimate.

     Depreciation expense in 1997 was approximately $114,000 less than what
would have otherwise been reported had the change been previously made.

     INTEREST.  Interest expense, net of interest income, increased from
$218,000 in 1996 to $471,000 in 1997. This interest relates to a higher level of
revolving credit borrowings in 1997,

                                       32
34

interest on capital leases entered into in the latter half of 1997 and interest
incurred related to notes payable entered into in December 1997.

     OTHER INCOME (EXPENSE).  Other income totaled $3.9 million in 1997 and $3.5
million in 1996, both principally related to the Tel-Save warrants described
above.

     NET LOSS.  As a result of the aforementioned increases in revenue,
operating expenses, depreciation and amortization, interest income and expense,
we incurred a net loss of $3.2 million for 1997, compared to net income of $1.4
million for 1996.

     EBITDA.  EBITDA was negative $1.7 million for 1997 compared to positive
$2.2 million for 1996. This decline was due to the changes in revenue, network
development, operations and selling, general and administrative expenses and
other income discussed above.

QUARTERLY RESULTS

     The following tables set forth certain unaudited financial data of Network
Plus for each of the quarters in 1997 and 1998 and for the first quarter of
1999. This information has been derived from unaudited financial statements
that, in the opinion of management, reflect all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of this
quarterly information. The operating results for any quarter are not necessarily
indicative of results to be expected for any future period. Income taxes are
included in other income (expense), net.
QUARTER ENDED
                                           MARCH 31,   JUNE 30,   SEPT. 30,   DEC. 31,
                                             1997        1997       1997        1997
                                           ---------   --------   ---------   --------
                                                           (UNAUDITED)
                                                         (IN THOUSANDS)
Revenue..................................   $24,740    $24,641     $24,540    $24,288
Costs of services........................    19,110     19,330      19,753     19,913
Selling, general and administrative......     5,127      5,440       5,803      9,334
Depreciation and amortization............       156        168         257        413
                                            -------    -------     -------    -------
Operating income (loss)..................       347       (297)     (1,273)    (5,372)
Interest income..........................        22         38          17          9
Interest expense.........................       (83)       (94)       (153)      (227)
Other income (expense), net..............        (9)     3,436          18        430
                                            -------    -------     -------    -------
Net income (loss)........................   $   277    $ 3,083     $(1,391)   $(5,160)
                                            =======    =======     =======    =======
QUARTER ENDED
                                           MARCH 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MARCH 31,
                                             1998        1998       1998        1998       1999
                                           ---------   --------   ---------   --------   ---------
                                                                 (UNAUDITED)
                                                               (IN THOUSANDS)
Revenue..................................   $25,202    $27,103     $27,283    $25,957     $33,581
Costs of services........................    18,836     19,992      20,406     19,209      26,546
Selling, general and administrative......     5,544      6,391       8,164      9,327      10,716
Depreciation and amortization............       468        483         498        588         984
                                            -------    -------     -------    -------     -------
Operating income (loss)..................       354        237      (1,785)    (3,167)     (4,665)
Interest income..........................         3          9          50        333         141
Interest expense.........................      (285)      (293)       (203)      (693)       (521)
Other income (expense), net..............        12       (109)       (264)     1,418       1,828
                                            -------    -------     -------    -------     -------
Net income (loss)........................   $    84    $  (156)    $(2,202)   $(2,109)    $(3,217)
                                            =======    =======     =======    =======     =======
33
35

     We could experience quarterly variations in revenue and operating income as
a result of many factors, including:

     - the introduction of new services by us

     - actions taken by competitors

     - the timing of the acquisition or loss of customers

     - the timing of additional selling, general and administrative expenses
       incurred to acquire and support new or additional business

     - changes in our revenue mix among our various service offerings.

Many of the factors that could cause such variations are outside of our control.
We plan our operating expenditures based on revenue forecasts, and a revenue
shortfall below such forecasts in any quarter could adversely affect our
operating results for that quarter.

LIQUIDITY AND CAPITAL RESOURCES

     Prior to 1994, we operated solely as an aggregator of AT&T services and
funded our growth principally with cash provided from operating activities. In
1994, we became a reseller of Sprint services, requiring additional funding to
support the development of an infrastructure to support provisioning, billing
and servicing of customers billed under the Network Plus name. We financed cash
requirements in 1994 and 1995 primarily by cash credits received in 1993 and
1994 under AT&T promotions and by transfers of AT&T contracts and customers to
other communications companies in 1995.

     In 1996, we further expanded our infrastructure and began to deploy our own
network. To support 1996 cash requirements, we entered into a $7.0 million
revolving credit agreement and $1.0 million term loan with a bank to allow for
our initial purchase of network facilities, and entered into a financing
transaction involving the sale and lease back of the Quincy switch. Cash flows
in 1996 were supplemented by the exercise of Tel-Save warrants and the
subsequent sale of the underlying common stock.

     In 1997, we continued to expand our network and infrastructure. In
addition, we expended $3.6 million to exercise additional warrants for common
stock of Tel-Save. We met cash needs in 1997 through the addition of capital
leases, including a financing transaction involving the sale and lease back of
our Quincy, Massachusetts and Orlando switches, the use of a revolving credit
facility, the refinancing of a portion of our accounts payable to Sprint into a
short-term promissory note and receipt of loans totaling $1.8 million from our
stockholders. In May 1998, we entered into a $23.0 million revolving credit
agreement with Fleet. Borrowings under this line were used to repay the Sprint
note and the stockholder loan.

     In September 1998, we issued 40,000 units consisting of shares of 13.5%
Series A Cumulative Preferred Stock due 2009 and warrants, resulting in net
proceeds to us of $37.5 million. The proceeds were used to repay all amounts
owed under the May 1998 Fleet revolving credit facility, and the excess funds
were invested in cash equivalents.

     In October 1998, we entered into a loan agreement with Goldman Sachs Credit
Partners L.P. and Fleet. This revolving credit facility has a term of 18 months
and is secured by our assets. Up to $60.0 million is available based upon
formulas using accounts receivables and cash receipts. Interest is payable
monthly at one percent above the prime rate. This facility requires us, among
other things, to meet minimum levels of revenues and EBITDA and debt to revenue
ratios. Other than draw-downs utilized to cover closing costs, which we
immediately repaid, we did not utilize this facility in 1998 or in the first
quarter of 1999. As of May 25, 1999, we had borrowed $5.0 million under this
line and had $42.9 million of available borrowings.

                                       34
36

     In December 1998, we received an $81.0 million commitment for equipment
lease financing for communications equipment to be acquired through December 31,
1999. Depending on the type of equipment, the lease term will either be for
three or five years. All of the leases to be entered into will contain bargain
purchase options upon conclusion of the lease term. We entered into leases as of
March 31, 1999 totaling $28.4 million, which included $4.4 million for the
refinancing of previously existing leases. We currently expect to fully utilize
the available leasing facility during 1999.

     Prior to the 1998 Series A preferred stock and warrant offering, we were an
S corporation and, as a result, did not pay corporate federal income taxes.
Instead, our stockholders were liable for their share of taxes in respect of our
taxable income. We had similar tax status in certain states that recognize S
corporation status. Accordingly, in each year prior to 1998 and for the 1998
period prior to September 1998 we distributed to our stockholders cash in
amounts sufficient to enable them to pay federal and state taxes on the portion
of our income attributable to the stockholders plus related tax preparation
expenses. For the years ended December 31, 1996, 1997, and 1998, and 1999 to
date, we distributed an aggregate of $1.2 million, $601,000, $5.0 million and
$3,000, respectively, to our stockholders, which amounts include tax
distributions.

     Total assets were $76.2 million at March 31, 1999 compared to $48.9 million
at December 31, 1998 and $35.6 million at December 31, 1997. Cash and cash
equivalents were $3.6 million at March 31, 1999 compared to $12.2 million at
December 31, 1998 and $1.6 million at December 31, 1997. The decrease from
December 31, 1998 is primarily attributable to cash used in operating activities
of $3.4 million, capital expenditures of $6.6 million, including $2.2 million
that was not financed under our equipment lease line, and an investment in
NorthPoint of $2.5 million. Net cash used in operating activities was $10.8
million during 1998, and net cash provided by operating activities was $184,000
during 1997. Capital expenditures were $10.9 million during 1998 and $3.4
million during 1997.

     Our strategic initiatives include the deployment of additional local and
long distance switches, the co-location of network equipment, the offering of
new services such as local exchange and data services, the expansion of our
sales force and other personnel, and significant investment in our information
technology systems. These initiatives will require a substantial amount of
capital for the installation of network switches and related equipment, fiber,
personnel additions and funding of operating losses and working capital.

     Our ability to meet our projected growth is dependent upon the availability
of capital resources. We estimate that, for the remaining three quarters of
1999, capital required to fund expansion of our infrastructure and services and
negative cash flows from operations will be approximately $160 million. We
believe that our current cash resources, revolving credit and lease financing
availability and proceeds from this offering will be sufficient to fund our cash
requirements through year-end 1999. To continue the anticipated expansion of our
network infrastructure in the year 2000, including the addition of approximately
120 co-locations and three switches, and to fund negative cash flows from
operations during 2000, we will require approximately $150 million of additional
capital. We anticipate that we will be able to obtain this additional capital
through vendor financing and a new credit facility. There can be no assurance
that additional financing will be available to us or, if available, that it can
be obtained on a timely basis, on terms acceptable to us, and within the
limitations contained in our commercial lending agreements. Failure to obtain
such financing could result in the delay or abandonment of certain of our
development and expansion plans and could have a material adverse effect on us.
Furthermore, there can be no assurance that actual capital needs and
expenditures will not be significantly higher than our current estimates. In the
event the Company is unable to raise sufficient or any additional capital, the
Company intends to scale back and delay its anticipated network and operational
infrastructure expansion and seek additional financing from existing vendors and
commercial lenders or through the issuance of debt or equity securities. The
                                       35
37

Company believes that it will be able to finance its operations under these
circumstances through at least June 2000.

RECENTLY ISSUED ACCOUNTING STANDARD

     In June 1998, Statement of Financial Accounting Standard No. 133, or SFAS
133, "Accounting for Derivative Instruments and Hedging Activities", was issued,
which establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. This statement is effective for the quarters in our fiscal
year 2000. Had we implemented SFAS 133 in the current period, financial position
and results of operations would not have been affected.

IMPACT OF YEAR 2000

     Many computer systems experience problems handling dates beyond the year
1999. Therefore, some computer hardware and software will need to be modified
prior to the year 2000 in order to remain functional. We have developed our
LOGOS operational support system with the year 2000 in mind, thus minimizing its
impact. We have substantially completed the process of evaluating and
implementing year 2000 compliance among our software applications and system
components, and believe that these will be materially compliant by June 30,
1999. The cost of making these applications and systems year 2000 compliant has
not been material and has primarily been related to expanding the feature and
function set of our general business systems. Based on our present estimates for
further expenditures of both employee time and expenses to address year 2000
issues, we do not expect these expenditures to have a material impact on our
operations and cash flows. We will expense all expenditures as incurred and not
expected to have a significant impact on our ongoing results of operations.

     We have also undertaken a formal survey of the year 2000 compliance status
of equipment provided to us by our suppliers, and we believe that such equipment
is year 2000 compliant based on responses received to date. However, if the
hardware or software comprising our network elements acquired from third-party
vendors, the software applications of the long distance carriers, local exchange
carriers or others on whose services we depend or with whom our systems
interface, or the software applications of other suppliers, are not year 2000
compliant, it could affect our systems. This, in turn, could have a material
adverse effect on us.

     Based on our assessments to date, we believe that we will not experience
any material disruption as a result of year 2000 issues in internal processes,
information processing or interfacing with key customers, or with processing
orders and billing. We have developed contingency plans, which our management
believes can be successfully implemented, if required, to address potential year
2000 issues in our internal processes. There can be no assurance, however, that
we will not incur significant unanticipated costs in achieving year 2000
compliance or that year 2000 issues will not have a material adverse effect on
our business, results of operations and financial condition.

                                       36
38

                                    BUSINESS

OVERVIEW

     Network Plus is a network-based communications provider offering broadband
data and telecommunications services. Our bundled product offerings include
local and long distance services, as well as enhanced, high-speed data and
Internet services, primarily utilizing digital subscriber line, or DSL,
technology. Since 1990, we have targeted small and medium-sized business
customers located in major markets in the northeastern and southeastern regions
of the United States. As of May 15, 1999, we served approximately 40,000
customers representing in excess of 200,000 access lines. We had total revenue
of $105.5 million in 1998 and $33.6 million in the first quarter of 1999,
substantially all of which was attributable to the sale of long distance
services. We commenced offering local services in September 1998 and DSL
services in May 1999.

BUSINESS STRATEGY

     We have an aggressive growth strategy to become the provider of choice
offering one-stop communications solutions to customers in our target markets.
Our future success will depend upon our ability to implement this strategy. We
believe that our nine-year operating history, existing customer base and
substantial in-region experience will enable us to effectively implement our
growth strategy, which includes the following:

  BE A ONE-STOP COMMUNICATIONS PROVIDER

     A key to our growth will be the implementation of a marketing and operating
plan that emphasizes our complete suite of broadband data and telecommunications
services on a bundled and individual basis. To a large extent, the customers we
target have not previously had the opportunity to purchase bundled services from
a single provider, and we believe that they will prefer one source for all of
their communications requirements. We intend to invoice these services on a
single bill and provide a single point of contact for customer service, product
inquiries, repairs and billing questions.

     We believe that our ability to provide one-stop communications services,
including long distance and local service as well as data and Internet services,
will enable us to better meet the needs of our customers, penetrate our target
markets, capture a larger portion of our customers' total expenditures on
communications services and increase customer retention. In addition, we believe
that our cost structure will allow us to offer local, long distance, Internet,
data, including DSL, and other enhanced services at a bundled price that may be
lower than the price of purchasing those services separately.

  TARGET UNDERSERVED MARKETS WITH A SUPER-REGIONAL FOCUS

     We intend to continue targeting small and medium-sized businesses in the
northeastern and southeastern regions of the United States, our primary services
areas. We seek to be among the first to market integrated communications
services in many of our markets, including small and medium-sized communities in
which there is relatively little competition to the incumbent local exchange
carriers. We believe that the northeast and southeast are particularly
attractive due to a number of factors, including the population density in the
northeast, the large number of rapidly growing metropolitan clusters in the
southeast, and the relatively small number of significant competitors to the
incumbent local exchange carriers. In addition, we believe that small and
medium-sized businesses have been underserved by our large competitors with
respect to customer service, and that our emphasis on customer support and
satisfaction provides us with a significant competitive advantage.

                                       37
39

  CROSS-SELL LOCAL AND DATA SERVICES TO OUR EXISTING CUSTOMERS

     We have ongoing relationships with approximately 40,000 customers
representing in excess of 200,000 access lines and 30,000 toll free numbers. In
1998, we had total revenue of $105.5 million, substantially all of which was
generated from our customers' long distance traffic. We believe that our ongoing
customer relationships, focus on customer care and competitive prices for our
bundled services will provide us with a significant opportunity to cross-sell
local, DSL and other data services to our existing customers.

  BUILD A CAPITAL EFFICIENT NETWORK INFRASTRUCTURE

     Our strategy is to expand our network where economically justifiable,
better match our capital commitment to the onset of revenue-generating
activities and generate cash flow quickly. We believe that this strategy will
result in higher long-term operating margins, greater control of our network and
enhance service quality. As part of this strategy, we try to build a geographic
concentration of customers through the resale of communications services and
then build, acquire or extend our network to serve those customers. As we expand
our infrastructure with fiber, switches and co-locations, we will increase the
portion of our revenue that is carried on our network. We pursued this network
build strategy in the long distance marketplace and deployed our first long
distance switch in Quincy, Massachusetts in June 1996. During April 1999,
approximately 65% of our long distance minute traffic was carried on our own
network, and we expect that percentage to increase to 80% by year-end 1999.

     An important element of our local and DSL network strategy is to build our
network to take advantage of our customer base and sales office coverage in the
northeastern and southeastern regions of the United States. All of the
approximately 220 co-locations that we expect to have operational by the end of
2000 will be within the service areas of our existing or planned sales offices.
As our local and DSL network extends geographically, we will move resold local
and DSL customers onto, and connect new customers directly to, our network.

 ACQUIRE AND RETAIN MARKET SHARE THROUGH OUR SALES FORCE AND CUSTOMER SERVICE

     We intend to expand our sales force to approximately 250 members by
year-end 1999 to acquire and support a growing customer base. Once we obtain a
customer, we focus on providing superior customer service. We believe that our
sales and customer services processes have resulted in a customer retention rate
that is higher than many of our competitors and differentiates us as a
customer-focused communications provider, giving us a competitive advantage.

     We provide customer service 24 hours per day, 365 days per year. We
estimate that our customer service representatives answer incoming calls in less
than 30 seconds, on average. We also provide each customer with personalized
service through a single point of contact for all product inquiries, repair
needs and billing questions which we believe will increase customer
satisfaction.

     We provide incentives to our sales and customer support personnel through a
compensation structure that is designed to promote a high level of ongoing
customer care and retention. It also ensures that our sales staff remains
actively involved in the customer service process.

  LEVERAGE OUR CUSTOM-DESIGNED BACK OFFICE SYSTEMS

     We are currently in the final stages of developing and testing a
custom-designed operational support system, which we refer to as LOGOS. We
designed LOGOS to shorten the time between a customer order and service
installation, reduce overhead costs and enable us to provide

                                       38
40

superior customer service. We believe that when fully deployed LOGOS will
enhance our productivity and service quality and provide us with a significant
competitive advantage through:

     - automating most of the processes involved in moving a customer onto our
       network

     - enabling single-call resolution of most customer inquiries

     - providing each of our departments with a universal view of all
       provisioning, billing, customer service, trouble ticket and collections
       activities for each customer

     - enabling customized service offerings, pricing and invoice formatting for
       each customer.

     Our operational support system also provides our management with timely
operational and financial data to more efficiently direct network, sales and
customer service resources. In addition, when we establish electronic bonding,
the electronic exchange of data, with incumbent local exchange carriers, we will
achieve "flow-through" provisioning, which will reduce the time necessary to
order unbundled network elements and enhance the quality control of the ordering
process.

  EXPAND THROUGH STRATEGIC ACQUISITIONS AND ALLIANCES

     As part of our expansion strategy, we plan to consider strategic
acquisitions of and alliances with related or complementary businesses. We
believe that strategic acquisitions and alliances with related or complementary
businesses may enable us to more rapidly expand by adding new customers and
services as well as acquiring additional experienced employees. These
acquisitions and alliances could be funded by cash, bank financing or the
issuance of debt or equity securities. We continuously evaluate and often engage
in discussions regarding various acquisition and alliance opportunities, but are
not currently a party to any agreement for a material acquisition or alliance.

  LEVERAGE THE EXPERIENCE OF OUR MANAGEMENT TEAM

     Our management team has significant experience in the communications
industry in general, and, in particular, in the critical functions of network
operations, sales and marketing, back office and operational support systems,
finance and customer service. Our management team has an average of
approximately 12 years of experience in the communications industry. We believe
that the quality, experience and teamwork of our management team will be
critical factors in the implementation of our growth strategy.

MARKET OPPORTUNITY

     We believe that the Telecommunications Act of 1996 and certain state
regulatory initiatives provide increased opportunities in the telecommunications
marketplace by opening local markets to competition and requiring incumbent
local exchange carriers to provide increased direct interconnection to their
competitors. According to the FCC, in 1997 the total revenues for the
telecommunications industry amounted to approximately $230.0 billion, of which
approximately $130.0 billion was local service and approximately $100.0 billion
was long distance.

     A number of important trends are reshaping the U.S. communications
industry, creating substantial market opportunity. These trends include:

     - increasing customer demand for high-speed broadband data services, such
       as Internet access and transport and personal computer-based applications

     - the emergence of electronic commerce

     - continued consolidation among service providers to broaden their service
       offerings and technical capabilities.

                                       39
41

     By leveraging customer relationships and bundling service offerings,
competitive local exchange carriers have begun to exploit a variety of
opportunities, including high-speed Internet access and transport, DSL,
local-area and wide-area network connectivity, managed network services, virtual
private networks, remote access and electronic commerce services. We believe
that new entrants have an excellent opportunity to establish themselves as
leading providers of such value-added services.

     High-speed data services and Internet connectivity have become important to
business due to the dramatic increase in Internet usage and the proliferation of
personal computer and Internet Protocol-based applications. According to
International Data Corporation, an independent telecommunications and technology
research company, the number of Internet users worldwide reached approximately
142 million in 1998 and is forecasted to grow to approximately 502 million by
2003. The popularity of the Internet with consumers has also driven the rapid
growth in exploiting the Internet as a commercial medium, as businesses
establish websites, corporate intranets and extranets and implement electronic
commerce applications to expand their customer reach and improve their
communications efficiency.

THE IMPORTANCE OF DSL TECHNOLOGY

     We believe that DSL technology is uniquely suited to meet the high-speed
data transport needs of our targeted small and medium-sized business customers.
DSL technology reduces the bottleneck in the transport of information by
increasing the data-carrying capacity of copper telephone lines by up to 25
times. We believe that our DSL service offerings will provide our customers with
a range of high-speed data options with price and performance characteristics
that are more attractive than their traditional alternatives. In March 1999, we
entered into a strategic alliance to enable us to resell DSL services until we
are able to expand our DSL network and provide such services directly.

SERVICE OFFERINGS

  RETAIL SERVICE OFFERINGS

     Our retail services, which we offer on a stand-alone or bundled basis,
currently include the following:

Local Services                   We offer a full range of local exchange
                                 services including voice mail, universal
                                 messaging services, directory assistance, call
                                 forwarding, conference calling, return call
                                 hunting services, call pick-up, repeat dialing
                                 and speed calling. We provide local services in
                                 Connecticut, Massachusetts, New Hampshire,
                                 Rhode Island, New York, Florida and Georgia and
                                 have authority to provide local services in
                                 Vermont, Maine, New Jersey, Pennsylvania and
                                 Tennessee.

Long Distance                    We offer both domestic (interstate) and
                                 international switched and dedicated long
                                 distance services, including "1+" service in
                                 all 50 states along with global termination to
                                 over 225 countries. We also offer a variety of
                                 enhanced long distance features. In geographic
                                 areas where we do not provide on-net long
                                 distance services, we resell the services of
                                 Sprint.

DSL, Internet and Data
Services                         Our DSL services provide an "always on"
                                 high-speed local connection to the Internet and
                                 to private and local area networks. Our DSL
                                 technology can increase the data

                                       40
42

                                 transfer rates of a standard phone line by up
                                 to 25 times. We also offer both dial-up and
                                 dedicated Internet access, private line and
                                 frame relay services.

Toll-free Services               We offer a full range of switched and dedicated
                                 domestic (interstate) toll-free services,
                                 including toll-free origination and termination
                                 in all 50 states, international toll-free
                                 origination from 60 countries including Canada,
                                 and toll-free directory assistance. We also
                                 provide enhanced toll-free services through our
                                 advanced intelligent network capabilities.

Calling and Debit Card
Services                         We offer nationwide switched access customized
                                 calling card services and debit card services.
                                 We offer our customers the option of calling
                                 cards that are personalized, branded or
                                 generic.

Paging Services                  We offer advanced wireless paging services,
                                 including digital and alphanumeric paging,
                                 personal identification number services, voice
                                 mail, news and sports feeds, and local or
                                 national geographic coverage.

Custom Management Control
  Features                       We offer our customers customized management
                                 reporting features including area code
                                 summaries, international destination matrices,
                                 daily usage summaries, state summaries, time of
                                 day summaries, duration distribution matrices,
                                 exception reporting of long duration calls, and
                                 incomplete and blocked call reporting.

In 1998, retail communications services accounted for 83% of our revenue,
substantially all of which was attributable to long distance services.

  INTERNATIONAL WHOLESALE SERVICES

     We offer international wholesale termination and transport services
primarily to major domestic and international communications carriers. We
believe our international wholesale service offering is a strategic element in
our overall plan to expand our network and to generate and retain customer
traffic. We intend to build on our relationships with large domestic and
international carriers to purchase increased capacity and to otherwise support
our international service offerings. In addition, we expect that providing
comprehensive international services will lower our cost of carrying
international traffic and result in more attractive service offerings in our
core retail markets. In 1998, international wholesale services accounted for 17%
of our revenue.

SALES AND MARKETING

  OVERVIEW

     Our sales force seeks to provide our existing and potential customers with
a comprehensive array of communications services customized for the increasingly
convergent voice and data marketplace. Our customers consist primarily of small
and medium-sized businesses that have communications expenditures of less than
$10,000 per month. We believe that neither Regional Bell Operating Companies nor
large long distance carriers have historically concentrated their sales and
marketing efforts on this business segment, which we believe represents a
significant portion of the market. We believe we have established ourselves as a
recognized provider of high-quality, competitively priced long distance
services, with a reputation for responsive customer care. Our new local and DSL
service offerings enable us to better compete in and more rapidly penetrate our
targeted sales markets.

                                       41
43

     Our sales and marketing approach is to build long-term business
relationships with our customers, with the intent of becoming the single-source
provider of all their communications services. We train our sales force in-house
with a customer-focused program that promotes increased sales through both
customer attraction and customer retention.

  SALES CHANNELS

     DIRECT SALES.  Our direct sales force markets our retail communications
services directly to end users. As of March 31, 1999, we employed 179 direct
sales representatives working in 11 sales offices throughout the northeastern
and southeastern regions of the United States. By year-end 1999, we intend to
employ approximately 250 direct sales representatives.

     Our direct sales force is headed by our Vice President of Sales, who has
been with us for approximately eight years. Each of our existing sales offices
is headed by a branch manager and is further sub-divided into smaller sales
teams, each of which is headed by a team leader who directly oversees the
day-to-day sales activities of his or her team and acts as a mentor to its
members. Teams generally consist of eight to 10 sales representatives.

     We provide compensation incentives to our sales teams to sell to customers
within pre-assigned co-location areas. In doing so the salesforce is motivated
to sell to new customers that can be provisioned directly onto our network where
we realize higher margins.

     All new sales representatives are required to receive formal in-house
training, in which we expect them to gain a thorough knowledge of our services
and the communications industry. After formal training, we permit sales
representatives to pursue customers but require them to participate in a
continuing mentoring program. We believe this philosophy is a competitive
advantage in the attraction and long-term retention of sales personnel.

     In the following table we set forth each of our existing and targeted new
sales office locations, the date we plan to open each targeted new office, the
number of direct sales representatives currently located in each office and the
number of direct sales representatives we intend to be located in each office at
year-end 1999 and 2000.
DIRECT SALES STAFF
                                                      ---------------------------------------------
                                                      TARGET
                                                      OFFICE    TOTAL AT    PLANNED AT   PLANNED AT
                                                      OPENING   MARCH 31,    YEAR-END     YEAR-END
                                                       DATE       1999         1999         2000
                                                      -------   ---------   ----------   ----------
Atlanta, GA.........................................  Existing      19          30           30
Fort Lauderdale, FL.................................  Existing      17          26           39
Nashua, NH..........................................  Existing      13           8            8
Norwalk, CT.........................................  Existing      13          14           19
Orlando, FL.........................................  Existing      12          20           30
Smithfield, RI......................................  Existing      16          18           18
Quincy, MA..........................................  Existing      36          53           77
Worcester, MA.......................................  Existing      11          15           15
Jacksonville, FL....................................  Existing      12          11           11
New York, NY........................................  Existing      25          45           50
Springfield, MA.....................................  Existing       5           8           11
Long Island, NY.....................................  Planned        0           0           20
Philadelphia, PA....................................  Planned        0           0           20
New Jersey..........................................  Planned        0           0           10
                                                      -------      ---         ---          ---
          Totals....................................               179         248          358
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     AGENCY SALES.  Our agency sales force markets our services to various
resellers, independent marketing representatives, associations and affinity
groups. This sales force locates established, high-quality organizations with
extensive distribution channels in order to market our communications services
to both a broader geographic range and a greater number of potential customers
than could be reached by the direct sales force. We sell our services on a
wholesale basis to resellers, which in turn sell such services at retail to
their customers. We generally sell our services to independent marketing
representatives, associations and affinity groups on a retail basis.

     Our use of independent marketing representatives allows us to reduce our
marketing and other overhead costs. As compensation for their services,
independent marketing representatives generally receive a commission on their
sales. We employ stringent selection criteria and attempt to carefully monitor
and control the activities of our resellers and independent marketing
representatives to ensure compliance with laws, industry standards and company
policies. We believe that the number of complaints we have received regarding
the methods and practices of our agents is negligible in comparison with the
experience of many other communications companies.

     We commenced sales through resellers and independent marketing
representatives in 1996, and as of March 31, 1999 we had six salespeople
dedicated to this market segment. In March 1999, sales through our reseller and
independent agent sales force accounted for approximately 12% of our revenue.

     INTERNATIONAL WHOLESALE SALES.  Our international wholesale sales force
markets our international communications services to both international and
domestic carriers. This group focuses on developing customer and vendor
relationships with the top-tier international carriers, as well as selected
financially stable second-tier carriers. In March 1999, international wholesale
sales accounted for approximately 30% of our revenue.

     Our international wholesale sales force is headed by the Vice President and
General Manager of International Services, who has over 17 years of experience
in international communications sales, service and networks. As of March 31,
1999, we had seven sales people in this group.

  SALES FORCE COMPENSATION

     Our sales force compensation strategy provides significant incentives to
sell higher margin bundled on-net services. Additionally, we compensate all
sales persons with both a salary and a residual commission structure based on
each customer's continued use of our services. The compensation of our sales
staff is therefore increasingly reliant over time on the retention of existing
customers. We believe that this "lifetime residual" motivates each sales person
to remain actively involved with customers and participate in the customer
support process. We believe this approach provides us with competitive
advantages that increase customer retention, increase cross-selling
opportunities and reduce the costs of customer service and support.

  MARKETING AND ADVERTISING

     We have begun marketing efforts in support of the rollout of our integrated
voice and data services, including our DSL services. Recent marketing efforts
include print ads, mailings and trade shows. In addition, NorthPoint provides us
with funds to co-market our resold DSL services. We are also actively involved
in numerous charitable and community events, which we believe increases our
recognition in particular geographic regions.

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CURRENT CUSTOMER BASE

  RETAIL CUSTOMERS

     We currently provide service to approximately 40,000 customers representing
in excess of 200,000 access lines. We segment our customers by monthly revenue
into:

     - National Accounts -- more than $1,000 of revenue

     - Major Accounts -- between $250 and $1,000 of revenue

     - Small Business/Residential Customer Accounts -- under $250 of revenue.

This segmentation is designed to ensure that those customers generating higher
monthly revenues experience a higher level of proactive customer care. As of May
15, 1999, the national account segment included over 1,938 customers generating
approximately 56% of our retail customer revenue for March 1999, the major
account segment included over 5,152 customers generating approximately 26% of
our retail customer revenue for that period, and the small business/residential
customer account segment included over 32,338 customers generating approximately
18% of our retail customer revenue for that period.

     Our customers are predominately located in the northeastern and
southeastern regions of the United States. Because our customer base, to a large
extent, is concentrated around our 11 sales offices, we believe we are beginning
to achieve name recognition in the small and medium-sized business communities
in our core sales areas.

  INTERNATIONAL WHOLESALE CUSTOMERS

     We provide international wholesale services to numerous national and
international communications carriers. During 1998, wholesale communications
services accounted for 17% of our revenue. We strive to establish close working
relationships with our international wholesale customers. Once we interconnect
with a carrier customer, the carrier may utilize us on an as-needed basis,
depending upon the pricing offered by us and our competitors, as well as the
available capacity. We have been tested and approved as an authorized carrier
for, and included in the routing tables of, all of our long distance and
international carrier customers. In 1998, we had one international wholesale
customer that accounted for approximately 13% of our revenue. During 1997, we
had one customer that accounted for approximately 10% of our revenue.

NETWORK

  OVERVIEW

     We pursue a capital efficient network deployment strategy that involves
owning switches while acquiring or leasing fiber optic transmission facilities
on an incremental basis to satisfy customer demand. Our strategy has been to
build a geographic concentration of customers before building, acquiring or
extending our network to serve that concentration of customers. As network
economics justify the deployment of switching or transport capacity, we expand
our network and migrate customers onto our network. An important element in our
local and DSL network strategy is to build our network to take advantage of our
existing customer base and sales office coverage.

     We believe that owning network components, rather than relying on the
facilities of third parties, enables us to have more flexibility in meeting
customer needs for new products and services, generate higher operating margins,
obtain origination and termination fees from other carriers and maintain greater
control over our network operations and service quality. Where expected market
penetration does not justify the economical deployment of our own network
elements, we utilize the networks of alternative carriers.

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46

  INTEGRATED NETWORK ARCHITECTURE

     We provide services to our customers over a single integrated network that
supports local, long distance and high-speed data and Internet services. We
believe that the integrated design of our local, long distance and data networks
significantly reduces our cost of providing a bundled service offering. Our
integrated network architecture includes customer premise equipment, unbundled
network elements, co-locations, switches and SONET fiber rings.

     REACHING THE CUSTOMER PREMISES -- UNBUNDLED NETWORK ELEMENTS

     Our integrated network begins with our customer. To reach our customers, we
purchase or lease simple copper loops, or, if customer traffic justifies, T-1
facilities, as unbundled network elements, or UNEs, from the incumbent local
exchange carrier. By utilizing UNEs, we obtain access and termination revenues
as if we owned the copper loop to our customer and are able to rapidly connect
the customer directly to our co-location. We are also able to avoid the cost and
delay associated with deploying our own facilities to our customers' premises.
To support our high-speed DSL service, we provide our customer with a modem that
we connect to a digitally conditioned copper loop that we have purchased or
leased as a UNE. To enable us to purchase these UNEs, we have successfully
negotiated interconnection agreements with the incumbent local exchange carrier
in each of our targeted jurisdictions. We currently have interconnection
agreements with Bell Atlantic of Massachusetts, New Hampshire, Vermont, Rhode
Island and New York, Southern New England Telephone of Connecticut, and Bell
South of Georgia and Florida.

     CO-LOCATION FACILITIES

     Each UNE we deploy, whether for local service or high-speed DSL service,
will be a direct connection from our customer to one of our co-location
facilities located in the central office of the incumbent local exchange
carrier. Within each co-location facility we have deployed, or are deploying,
both Lucent digital access nodes to support switched voice services and digital
subscriber line access multiplexes, or DSLAMs, to support our high-speed DSL
service offering. By designing our co-locations in this manner we are able to
allocate the overhead costs associated with deploying co-locations across
multiple products and revenue streams. This co-location architecture supports
integrated voice and data service and can be extended to support emerging
applications as customer requirements dictate.

     We expect to have 20 co-locations operational by August 1999 and an
additional 80 co-locations by year-end 1999. These co-locations and the
aggregate number of business lines currently served by the local telephone
company in these locations as of April 1, 1999 are set forth below.
PLANNED             PLANNED                ADDRESSABLE BUSINESS
                               CO-LOCATIONS         CO-LOCATIONS      LINES SERVED BY CO-LOCATIONS AS OF
STATE                        BY AUGUST 1, 1999    BY YEAR-END 1999              APRIL 1, 1999
-----                        -----------------    ----------------    ----------------------------------
Connecticut................          3                    9                         196,263
Massachusetts..............          7                   32                         805,549
New Hampshire..............          2                    4                          90,979
New York...................          7                   14                         707,077
Rhode Island...............          1                    5                          98,559
Georgia....................          0                   11                         295,399
Florida....................          0                   25                         575,446
                                    --                  ---                       ---------
          Total............         20                  100                       2,769,272
By year-end 2000, we expect to have 220 co-locations operational. Until we
have deployed the necessary co-location facilities in a specific geographical
region, our DSL services will utilize

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the underlying network of NorthPoint or another DSL provider and our local
exchange services will utilize the underlying network of the incumbent or
competitive local exchange carrier. As a co-location becomes operational, we
will migrate local and DSL customers onto our own network facilities. As of May
15, 1999, we had sold over 35,000 local access lines, of which approximately
14,290 are expected to be on-net and served out of the co-locations we expect to
deploy by year-end 1999.

     NETWORK ACCESS POINTS AND LOCAL SWITCHING PLATFORM -- LUCENT 5ESS SWITCHES

     Our northeast switching platform consists of Lucent 5ESS digital switches
in Cambridge, Massachusetts and in New York City. We intend to deploy additional
Lucent 5ESS digital switches in both Florida and Georgia by year-end 1999. Each
Lucent 5ESS switch acts as a centralized switching node for each co-location
within the footprint served by the switch. In addition, each of these
centralized switching nodes serves as an interconnection and concentration point
between our DSL and data network and the public Internet.

     We are currently testing in our Cambridge switching center Lucent's
next-generation PathStar Access Server Voice-over-IP Switch and access and
integration equipment from multiple suppliers. PathStar bundles into a single
scalable Internet Protocol-based platform both voice and data switching, which
we believe may allow a more economical use of bandwidth for inter-networking
traffic and multi-service applications. If successful, use of this switch could
lower our overall network costs.

     LONG DISTANCE SWITCHING PLATFORM -- NORTEL SWITCHES

     We have deployed Nortel DMS interexchange digital switches in Quincy,
Massachusetts, Orlando, Los Angeles and Chicago. We intend to increase our long
distance footprint through expanded tandem or end-office trunking, deployment of
additional points of presence, or POPs, and, where traffic concentration
justifies, deployment of additional switch facilities. Future long distance
switch sites potentially include Texas, Colorado and the Pacific Northwest.

     INTERNATIONAL FACILITIES

     In addition to being interexchange switches, the Nortel switches located in
Quincy, Massachusetts and Los Angeles are international gateway switches that
enable us to interconnect direct international routes with a number of U.S. and
foreign wholesale international carriers. This allows us to provide
state-of-the-art least-cost routing and network reliability for international
calling. These interconnected international carriers are also a source of
wholesale international traffic and revenue that enable us to provide
competitive international rates to our retail customers.

     To further support our international interconnections, we have entered into
leases or indefeasible right-of-use agreements for international submarine cable
facilities in several cable systems, including:

     - TAT-12/13 RIOJA, which spans the Atlantic Ocean

     - TPC-5, which spans the Pacific Ocean

     - Americas I, which connects various locations throughout the Caribbean

     - Guam-Philippines Cable System.

     These arrangements support existing and planned interconnections with
telephone operating companies in foreign countries.

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     SIGNALING SYSTEM 7 AND ADVANCED INTELLIGENT NETWORK ARCHITECTURE

     All our local and long distance switched services use SS7 network signaling
for enhanced network efficiencies and increased customer satisfaction. The SS7
signaling system reduces connect time delays, thereby enhancing overall network
efficiencies. For more advanced SS7 functions providing "network level logic",
we are in the process of deploying ServiceBuilder(TM), Nortel's next-generation
advanced intelligent network, or AIN, architecture, including Nortel's Service
Management System and Service Creation Environment. In tandem with the Nortel
and Lucent switches, ServiceBuilder allows us to generally deploy many
"designer" products and features defined by the Bellcore AIN standard and
beyond, including:

     - Enhanced 800 Services, including AIN specific routing services

     - Various "Follow me" services, including 500 number technology

     - Customer dictated and provisioned class of service screening features

     - Virtual Private Network services

     - Local Number Portability.

     FIBER AND TRANSPORT -- SONET RINGS

     In August 1998, we entered into two 20-year indefeasible-right-of-use
agreements with two separate carriers. Pursuant to these agreements, we acquired
625 route miles of dark fiber optic cable, representing 1,830 digital fiber
miles. When the fiber is fully deployed and activated, it will form a redundant
SONET ring connecting major markets throughout New England and the New York
metropolitan area, providing us with significant transmission capacity.
Additionally, we are deploying dense wave division multiplexing technologies
that allow us to significantly increase the overall bandwidth and transmission
capacity of these fibers.

     The first agreement is for 293 fiber route miles containing four dark
Lucent TrueWave optical fibers. Markets connected by this segment include New
York City, White Plains, Stamford, New Haven, New London, Providence and Boston.
The second agreement is for 332 fiber route miles containing two dark Lucent
TrueWave optical fibers. Markets connected by this segment include Boston,
Nashua, Springfield, Hartford, White Plains and New York City. We will install
and control all electronics and optronics serving these fiber routes, including
wave division multiplexing technologies.

     Where we have not acquired fiber, we lease long-haul network transport
capacity from major network-based carriers and local access from the incumbent
local carriers in their respective territories. We also use competitive access
provider facilities where available and economically justified. Metropolitan
area fiber rings or SONET services are generally leased or, where economically
justified, constructed to interconnect with our co-locations, switching nodes
and intercity long haul SONET backbone. To ensure seamless off-net termination
and origination, we also utilize interconnection agreements with major carriers.

     NETWORK MANAGEMENT AND OPERATIONAL SUPPORT

     Our technical network interface is a fully redundant frame relay network
that enables us to monitor each network element from our Network Management and
Surveillance Center. Centralized electronic monitoring and control of our
network increases the security, reliability and efficiency of our operations and
allows us to avoid duplication of this function in each region. This
consolidated operations center also helps reduce our per-customer monitoring and
customer service costs.

     We are currently in the process of deploying TTI's enhanced network
management tool, Netrac. The Netrac software consists of eight integrated
modules including Configuration

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Manager and Inventory Management, Fault Analysis & Monitoring, Switch
management, Transmission Management, SS7 Management, Performance Management and
Best-Cost Routing for long distance and international services. These modules
automatically gather, log, filter, display and report alarms and network events
on a real time basis no matter where they occur in the network.

     NETWORK SECURITY

     Our network employs an "authorized access" architecture. Unlike many
communications companies, which, we believe, allow universal access to their
network, we utilize an automatic number identification security screening
architecture that ensures only those users who have subscribed to our services
and have satisfied our credit and provisioning criteria are allowed access to
the network.

     We believe that this architecture allows us to better control bad debt and
fraud in a manner that is invisible and non-intrusive to the customer.
Additionally, this architecture allows us to better manage network capacity, as
unauthorized users cannot access and exploit the network.

     ANTICIPATED NETWORK EXPANSION

     We plan to continue to undertake significant network expansion. We expect
to deploy additional co-locations, switching and transport infrastructure in
order to support our goal of capturing additional market share and continuing to
move our customers' traffic onto our network. Expansion of our network-based
infrastructure with long distance and local switches and DSL equipment will
increase the proportion of our customer traffic that is originated or terminated
on our network, which we believe will result in higher long-term operating
margins and greater control over our network operations.

  NORTHPOINT ALLIANCE

     We recently entered into an alliance with NorthPoint Communications, Inc.
to provide DSL services to customers currently reached by NorthPoint's
infrastructure. We agreed to make NorthPoint our preferred provider of DSL
products and services. We also agreed to use only NorthPoint DSL services except
in areas where NorthPoint does not offer such services or where we are able to
provide such services ourselves. As we build our DSL network, we expect to
migrate our DSL customers onto that network. The agreement provides for us to
receive volume discounts and pay per line penalties if we do not meet minimum
sales volumes. NorthPoint also agreed to provide marketing funds and pay certain
marketing expenses. The initial term of the agreement is for two years and will
be extended on a month-to-month basis until terminated by either party.

     The alliance also included a $2.5 million investment by us in NorthPoint.
As a result of NorthPoint's recent initial public offering, this investment is
now in the form of 138,888 shares of NorthPoint nonvoting common stock. We have
agreed not to sell or otherwise transfer our shares until March 2000, when such
stock may be converted into voting common stock.

MANAGEMENT INFORMATION SYSTEMS, ORDER ENTRY, PROVISIONING, BILLING AND CUSTOMER
SERVICE

  OVERVIEW

     We are committed to the implementation of integrated and scalable
operational support systems that enable, "flow through" service provisioning,
the highest possible level of customer support and accurate and timely billing.

     We are in the final stages of developing and testing LOGOS, our newly
developed operational support system. LOGOS integrates important elements of our
operations, including service order entry, provisioning, customer service,
trouble ticket management, work flow and

                                       48
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product and rate management. LOGOS is an object-oriented C++ application that
utilizes the scalability and reliability of Oracle's relational database
management system. We believe that LOGOS will provide us with a long-term
competitive advantage by enabling us to:

     - more rapidly implement DSL and switched local services in our markets

     - shorten the time between the receipt of a customer order and the
       generation of revenue

     - further focus on and increase the customized level of attention provided
       to each of our customers

     - accommodate significant customer growth.

     In May 1999, we began the initial process of running LOGOS in parallel with
our existing office systems, and we expect to fully deploy LOGOS in July 1999.

     Features of LOGOS include:

     - a graphical user interface that presents to all users a convergent and
       universal view of all customer activity including provisioning, billing,
       customer service, trouble ticket and collections

     - a modular design that enables convergent service order entry,
       provisioning, customer service and billing and rate management for all
       products and services

     - electronic workflow and electronic routing of tasks and provisioning
       events

     - electronic scheduling of customer events and user defined actions and
       reminders

     - the ability to customize product and service offerings and pricing for
       individual customers and to bring new product and pricing plans to market
       quickly

     - significantly enhanced customer response times

     - the ability to uniquely format and include customized management
       information on each individual invoice

     - interactive invoice imaging technologies that mirror each invoice sent to
       a customer

     - electronically routed trouble ticket technology.

  SERVICE ORDER ENTRY AND PROVISIONING

     We believe that an ongoing challenge for integrated communications
providers will be to continuously improve service order entry and provisioning
systems. We will continue to identify and focus on implementing the best
provisioning practices in each of our markets to provide for rapid, seamless
transition of customers from the network of the incumbent local provider to our
network. To support the provisioning of our services, LOGOS is designed to
automate ordering and provisioning tasks. Currently, LOGOS has a convergent
service order entry module that enables all service and work orders to be
entered from a single common interface. Once service orders are entered, LOGOS
has engineered electronic interfaces to our own network and the networks of the
carriers with whom we do business. Additionally, LOGOS has engineered electronic
CARE interfaces to Bell Atlantic North and South, Southern New England
Telephone, GTE, Bell South, United Telephone, Pacific Bell and Ameritech. To
further enhance LOGOS we have contracted with DSET Corporation to engineer the
LSR EDI "electronic bonding" gateways between LOGOS and Bell Atlantic and
Southern New England Telephone Company. We also intend to engineer the LSR EDI
gateways between LOGOS and Bell South. We believe that "electronic bonding" will
further enhance our "flow through" provisioning by reducing the time needed to
order unbundled network elements and enhancing the quality control of the
ordering process.

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  CUSTOMER SERVICE

     We maintain an emphasis on customer care to differentiate us from our
competitors. We provide 24-hour-per-day, 365-day-per-year customer support
primarily through our customer service department in Quincy, Massachusetts.
Experienced customer care representatives answer all customers' calls. Many of
our customer care representatives are cross-trained in the provisioning process.

     We monitor and measure the quality and timeliness of customer interaction
through quality assurance procedures. Pick-up times for incoming calls, lengths
of calls and other support information is automatically monitored by our
automated call distribution system. Our call distribution system also
prioritizes incoming support requests, assuring that our largest customers
receive support in the most expedient manner. In addition, our most
knowledgeable and experienced customer support representatives typically handle
the support requests from our largest customers.

     We believe that LOGOS will enhance the productivity of our customer service
personnel, reduce our response time and enable our customer service
representatives to become "solution providers" allowing single-call resolution
of customer inquiries. Additionally LOGOS' convergent architecture allows each
customer service representative to up-sell and cross-sell additional products
and services to our customers.

     In the event that a customer is experiencing difficulty with a particular
service, LOGOS has an extensive trouble ticket function that allows every user
of the system to see in real-time that a trouble condition exists. Additionally,
LOGOS electronically routes all trouble tickets to our Network Management and
Surveillance Center for prompt resolution. LOGOS permits each user to see the
resolution steps being taken with respect to a trouble ticket. We believe that
our ability to timely track and resolve trouble events and keep both the
customer and the customer service representative timely informed of its status
provides us with a strategic advantage.

     In the event that a customer has an inquiry with respect to an invoice,
LOGOS enables the customer service representative to view an identical image of
that invoice and promptly take any necessary corrective action.

     Customer support personnel are required to complete an intensive formal
in-house training program before interacting with customers and are required to
participate in a continuing mentor program. Customer support personnel are
expected to have a thorough knowledge of our services and to emphasize customer
satisfaction. The compensation of support personnel is in part dependent upon
the retention rate of their respective accounts. We have an established career
path for our customer support personnel who over time gain responsibility for
larger customers and management responsibilities.

     Our customer support department currently receives approximately 1,000
support calls per day. We estimate that the average incoming call is answered by
a support specialist in under 30 seconds, which we believe compares favorably to
many competitors. We also utilize four billing cycles per month, which helps
ensure that customer service calls will be staggered throughout each month. We
believe that our level of customer service will provide us with a competitive
advantage selling local and DSL services. As of March 31, 1999, we employed 38
people in customer support. We anticipate that we will continue to hire
additional customer support personnel as the size of our customer base
increases.

     BILLING

     We maintain, within our internal operation support system, all customer
information, operational data, accounts receivable information, rating rules and
tables, and tax tables necessary for billing our customers. We collect and
process on a daily basis all usage information from our own network and from the
networks of third-party providers. The actual
                                       50
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process of applying rating and taxing information to the millions of individual
message units generated each month, and of generating invoice print files, is
conducted by a third party. Printing of invoices is conducted by a high-speed
print shop. To optimize both cash flow and internal workflow, we currently
utilize four billing cycles per month. Additional billing cycles will be added
as dictated by customer growth. To ensure the quality of the billing process, we
utilize strict quality control checks, including boundary and statistical
variation testing, sample pricing matrices and direct sampling.

EMPLOYEES

     As of March 31, 1999, we employed 397 people. We also hire temporary
employees and independent computer programmers as needed. In connection with our
growth strategy, we anticipate hiring a significant number of additional
personnel in sales and other areas of our operations by year-end 1999. Our
employees are not unionized, and we believe our relations with our employees are
good. Our success will continue to depend in part on our ability to attract and
retain highly qualified employees.

PROPERTIES

     Our corporate headquarters are located in a 39,500-square foot facility in
Quincy, Massachusetts. The Quincy facility also serves as a sales office and
includes our customer service operations, certain network facilities and our
Network Operations Center. The Quincy facility is leased from an affiliate. See
"Certain Transactions." We lease additional sales offices and switching
facilities. The aggregate amount we paid under our leases in 1998 was
approximately $1.3 million. Although our facilities are adequate at this time,
we believe that we will be required to lease additional facilities, including
additional sales offices and switching facilities, as a result of anticipated
growth.

LEGAL PROCEEDINGS

     From time to time, we are a party to routine litigation and proceedings in
the ordinary course of business. We are not aware of any current or pending
litigation to which we are or may be a party that we believe could materially
adversely affect our results of operations or financial condition.

COMPETITION

     We operate in the highly competitive communications services industry. We
believe that the traditional distinctions between the local, long distance,
data, and Internet access markets are eroding. Both new competitors and the
incumbent providers are beginning to offer bundled offerings similar to our own.
The Regional Bell Operating Companies and the operating subsidiaries of GTE
Corporation and Sprint Corporation dominate the local services market. AT&T, MCI
WorldCom and Sprint currently are the major competitors in the long distance
market. Existing telecommunications companies, cable companies and newer
companies such as Internet service providers compete for data and Internet
services. We do not have a significant market share in any segment of the
market, and many of our existing and potential competitors have financial
resources significantly greater than our own.

     Competition for our products and services is based on price, quality,
reputation, name recognition, network reliability, service features, billing
services, perceived quality and responsiveness to customers' needs.
Implementation of the Telecommunications Act of 1996 and the related trend
toward business combinations and alliances in the communications industry may
create significant new competitors to us. The Telecommunications Act was
designed to eliminate most barriers to local competition and to permit the
Regional Bell Operating Companies, if they

                                       51
53

demonstrate compliance with certain pro-competitive conditions, to provide long
distance services.

     Our primary competitors in local service markets are Regional Bell
Operating Companies, such as Bell Atlantic in the New England region, or one of
the operating subsidiaries of GTE or Sprint. These carriers, called incumbent
local exchange carriers, provide dedicated and local telephone services to most
telephone subscribers within their respective service areas. These providers
have long-standing relationships with customers and regulatory authorities at
the federal and state levels.

     If future regulatory or court decisions afford incumbent local exchange
carriers increased rates for access or interconnection services, greater pricing
flexibility, the ability to refuse to offer particular services or network
elements on an unbundled basis, or other regulatory relief, such decisions could
have a material adverse effect on us.

     In addition, as permitted by the Telecommunications Act, AT&T, MCI WorldCom
and Sprint, the major competitors in the long distance market, each have begun
to offer local communications services in major U.S. markets using their own
facilities or by resale of other providers' services. New competitive local
exchange carriers, cable television companies, electric utilities, microwave
carriers, wireless telephone system operators and large customers who build
private networks also seek to compete in the local services market. These
entities, upon entering into appropriate interconnection agreements or resale
agreements, may offer single-source local and long distance services similar to
those that we offer or propose to offer.

     Significant competition in the long distance market is expected to be
provided by incumbent local exchange carriers, including, when authorized, the
Regional Bell Operating Companies. Prior to enactment of the Telecommunications
Act, a federal court order known as the Modified Final Judgement prohibited
Regional Bell Operating Companies from providing long distance service that
originated, or, in certain cases, terminated, in one of its in-region states,
with several limited exceptions. The limitations imposed on the Regional Bell
Operating Companies by the Modified Final Judgement will be lifted for each
affected company if and when it has satisfied certain statutory conditions
specified in the Telecommunications Act. The process for demonstrating
compliance with the statutory fourteen point checklist of pro-competitive
actions includes approval by the relevant state regulatory authority and the
FCC. Once the Regional Bell Operating Companies are allowed to offer widespread
in-region long distance services, both they and the largest long distance
providers will be in a position to offer single-source local and long distance
service. Our success will depend upon our ability to provide high-quality
services at prices generally competitive with, or lower than, those charged by
our competitors.

     Although we believe small and medium-sized business customers are not
aggressively targeted by large companies such as AT&T, MCI WorldCom and Sprint,
there can be no assurance our customers and potential customers will not be
targeted by these or other providers in the future.

     Additional pricing pressure may come from carriers providing services
through Internet Protocol transport, a packet-switched technology that currently
can be used to provide voice and data services at a cost that may be below that
of traditional circuit-switched long distance service. Although this service
currently is not regarded as comparable to traditional long distance service, it
could eventually be perceived as a substitute for traditional long distance
service and put pricing pressure on long distance rates. Any reduction in long
distance prices may have a material adverse effect on our results of operations.

     We will also face competition from fixed and mobile wireless services
providers. The FCC has authorized cellular, personal communications services and
other providers to offer wireless services to both fixed and mobile locations.
These providers can offer wireless local loop service

                                       52
54

and other services to fixed locations, such as office and apartment buildings,
in direct competition with us and existing providers of traditional wireless
telephone service.

     In addition, FCC rules went into effect in February 1998 that will make it
substantially easier for many non-U.S. communications companies to enter the
U.S. market, thus potentially further increasing the number of competitors.

     The market for data communications and Internet access services also is
extremely competitive. There are no substantial barriers to entry, and we expect
that competition will intensify in the future. Our success in selling these
services will depend heavily upon our ability to provide high-quality Internet
connections at competitive prices.

                                       53
55

                             GOVERNMENT REGULATION

OVERVIEW

     Our communications common carrier services are subject to regulation by
federal, state and local government agencies. Most data and Internet services
are not subject to regulation, although communications services used for access
to the Internet are regulated. Through our subsidiaries, we hold various
federal, state and local regulatory authorizations for our regulated service
offerings. The FCC exercises jurisdiction over our facilities and services to
the extent those facilities are used to provide, originate or terminate
interstate domestic or international common carrier communications. State
regulatory commissions retain jurisdiction over carriers' facilities and
services to the extent they are used to originate or terminate intrastate common
carrier communications. Municipalities and other local government agencies may
require carriers to obtain licenses or franchises regulating use of public
rights-of-way necessary to install and operate their networks. The networks are
also subject to numerous local regulations such as building codes, franchises,
and rights-of-way licensing requirements. Many of the regulations issued by
these regulatory bodies may change and are the subject of various judicial
proceedings, legislative hearings and administrative proposals. We cannot
predict the results of any changes.

FEDERAL REGULATION

     The FCC regulates us as a non-dominant communications common carrier. Our
interstate domestic and international services are not subject to significant
federal regulation, although we are required to file tariffs with the FCC for
our common carrier services. We have obtained authority from the FCC to provide
international services between the United States and foreign countries. The FCC
imposes prior approval requirements on transfers of control and assignments of
radio licenses and operating authorizations. The FCC has the authority to
condition, modify, cancel, terminate or revoke such licenses and authorizations
for failure to comply with federal laws or the rules, regulations and policies
of the FCC. The FCC may also impose fines or other penalties for such
violations. While we believe we are in compliance with applicable laws and
regulations, we cannot assure you that the FCC or third parties will not raise
issues with regard to our compliance.

     The FCC's role with respect to local telephone competition arises
principally from the Telecommunications Act of 1996, which became effective on
February 8, 1996. The Telecommunications Act of 1996 preempts state and local
laws to the extent that they prevent competitive entry into the provision of any
telecommunications service and gives the FCC jurisdiction over important issues
related to local competition. However, state and local governments retain
authority over significant aspects of the provision of intrastate toll and local
telecommunications. The Telecommunications Act of 1996 imposes a variety of new
duties on local exchange carriers, in order to promote competition in local
exchange and access services. Where we provide local services, we will be
required to:

     - complete calls originated by competing carriers on a reciprocal basis

     - permit resale of services

     - permit users to retain their telephone numbers when changing carriers

     - provide competing carriers access to poles, ducts, conduits and
       rights-of-way at regulated prices.

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56

     Incumbent local exchange carriers, such as the Regional Bell Operating
Companies and affiliates of GTE and Sprint, are also subject to additional
requirements. These duties include obligations of the incumbent local exchange
carriers to:

     - interconnect their networks with competitors

     - offer co-location of competitors' equipment at their premises

     - make available elements of their networks (including network facilities,
       features and capabilities) on non-discriminatory, cost-based terms

     - offer wholesale versions of their retail services for resale at
       discounted rates.

     Collectively, these requirements recognize that local exchange competition
is dependent upon cost-based and non-discriminatory interconnection with and use
of incumbent local exchange carrier networks. Failure to achieve such
interconnection arrangements could have an adverse impact on our ability or that
of other entities to provide competitive local exchange services. Under the
Telecommunications Act of 1996, incumbent local exchange carriers are required
to negotiate in good faith with carriers requesting any or all of the above
arrangements. In addition, the FCC has adopted more specific rules to implement
these requirements. The U.S. Supreme Court affirmed the authority of the FCC to
establish rules governing interconnection. We believe that additional disputes
regarding interconnection issues and other related FCC actions are likely. In
particular, the U.S. Supreme Court remanded to the FCC issues regarding what
unbundled elements the FCC will require incumbent local exchange carriers to
make available to competitors, and we cannot predict what decision the FCC will
reach on this issue. An adverse decision could affect our local service product
offerings.

     The Telecommunications Act of 1996 also eliminates previous prohibitions on
the provision of interLATA long distance services by the Regional Bell Operating
Companies and GTE's telephone operating company subsidiaries. The Regional Bell
Operating Companies are permitted to provide interLATA long distance service
outside those states in which they provide local exchange service, known as
"out-of-region long distance service," upon receipt of any necessary state and
federal regulatory approvals that are otherwise applicable to the provision of
intrastate or interstate long distance service. Under the Telecommunications Act
of 1996, the Regional Bell Operating Companies will be allowed to provide long
distance service within the regions in which they also provide local exchange
service, known as "in-region service," on a state-by-state basis upon specific
approval of the FCC and satisfaction of other conditions, including a checklist
of requirements intended to open local telephone markets to competition.

     The FCC has not yet found that any Regional Bell Operating Company has met
these requirements. However, Bell Atlantic notified the Massachusetts Department
of Telecommunications and Energy on May 24, 1999 that it intended to seek
approval from the FCC to provide long distance services in the Commonwealth of
Massachusetts. When determining whether to approve the application of Bell
Atlantic, the FCC must consult with the Department of Justice and the respective
state commission for which the Regional Bell Operating Company is requesting
interLATA authority. To date, when notified that the Regional Bell Operating
Company in their state intended to file an application with the FCC, state
commissions have investigated the Regional Bell Operating Company's compliance
in order to provide the FCC with an opinion when requested. If the Massachusetts
Department of Telecommunications and Energy determines that Bell Atlantic has
satisfied statutory requirements, Bell Atlantic will seek approval from the FCC.
Bell Atlantic also has sought a ruling from the New York Public Service
Commission. The New York Public Service Commission set forth conditions that
Bell Atlantic must meet in order to obtain the New York Public Service
Commission's confirmation that Bell Atlantic has complied with statutory
requirements. The New York Public Service Commission is currently examining
whether Bell Atlantic has satisfied its conditions. Once approval is received
from the New York Public Service Commission, Bell Atlantic must file with the
FCC for approval. If the FCC does

                                       55
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permit Regional Bell Operating Companies to provide long distance service in
their local service regions before they meet our local interconnection needs,
they would be able to offer integrated local and long distance services and
could have a significant competitive advantage in marketing those services to
their existing local customers.

     The Telecommunications Act of 1996 imposes restrictions on the Regional
Bell Operating Companies in connection with their entry into the interLATA long
distance services market. Among other things, for the first three years, unless
this time period is extended by the FCC, the Regional Bell Operating Companies
must pursue such activities only through separate subsidiaries with separate
books and records, financing, management and employees. In addition, affiliate
transactions with these subsidiaries must be conducted on a non-discriminatory
basis.

     An increasingly important element of providing competitive services is the
ability to offer customers high-speed broadband local connections. The FCC is
considering a proposal that would allow incumbent local exchange carriers to
offer these and other services through separate affiliates, in which case their
network elements for providing these services would not be made available to us
or other competitors. AT&T is entering into arrangements with and acquiring
cable companies to use their local networks for broadband telecommunications,
and several cable companies are offering broadband Internet access over their
network facilities. If we are unable to meet future demands of our customers for
broadband local access services on a timely basis at competitive rates, we may
be at a significant competitive disadvantage.

     The FCC also regulates the interstate access rates charged by incumbent
local exchange carriers for the origination and termination of interstate long
distance traffic and DSL services. Those access rates make up a significant
portion of the cost of providing such services. The FCC has implemented changes
in interstate access rules that result in restructuring of the access charge
system and changes in access charge rate levels. On May 21, 1999, the U.S. Court
of Appeals (D.C. Circuit) sent the access rate formula back to the FCC for
further explanation regarding how certain factors were calculated. These and
related actions may change access rates. If the formula is upheld, and access
rates are reduced, the result will be a lower cost of providing long distance
service, especially to business customers. The impact of these new changes will
not be known until they are fully implemented over the next several years. In a
related proceeding, the FCC has adopted changes to the methodology by which
access has been used in part to subsidize universal telephone service and other
public policy goals. Telecommunications providers like us will pay fees
calculated as a percentage of their revenues to support these goals. The full
implications of these changes also remain uncertain and subject to change.

     In addition, the FCC and the states are considering related questions
regarding the applicability of access charge and universal service fees to
Internet service providers. Currently, Internet service providers are not
subject to traditional access charges. Many incumbent local exchange carriers
and other parties have argued that access charges should be imposed on such
traffic. The FCC has not ordered Internet service providers to pay access
charges, but it is considering a variety of issues related to Internet and data
services, and we cannot predict how the FCC or the states may decide such
issues. If the FCC or state regulators decide to change rate structures for the
services we employ in a way that affects our services disproportionately to the
comparable services offered by competing carriers, such action could have a
material adverse affect on our business.

     In connection with its interconnection decisions, the FCC has granted local
exchange carriers additional flexibility in pricing their interstate special and
switched access services on a central office-specific basis. Under this pricing
scheme, local exchange carriers may establish pricing zones based on access
traffic density and charge different prices for central offices in each zone. We
anticipate that the FCC will grant local exchange carriers increasing pricing
flexibility as the

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number of interconnection agreements and competitors increases. The potential
impact of such pricing flexibility on us and other competitors is unclear at
this time.

STATE REGULATION

     We provide intrastate common carrier services and are subject to various
state laws and regulations. Most public utility commissions require some form of
certification or registration. We must acquire such authority before commencing
service. In most states, we are also required to file tariffs or price lists
setting forth the terms, conditions and prices for services that are classified
as intrastate. We are required to update or amend these tariffs when we adjust
our rates or add new products and are subject to various reporting and
record-keeping requirements in these states.

     Many states also require prior approval for transfers of control of
certified carriers, corporate reorganizations, acquisitions of
telecommunications operations, assignment of carrier assets, carrier stock
offerings and incurrence of significant debt obligations.

     States generally retain the right to sanction a carrier or to revoke
certification if a carrier violates relevant laws or regulations. If any state
regulatory agency were to conclude that we are or were providing intrastate
services without the appropriate authority, the agency could initiate
enforcement actions, which could include the imposition of fines, a requirement
to disgorge revenues, or the refusal to grant the regulatory authority necessary
for the future provision of intrastate communications services. We hold
authority to provide intrastate long distance in all states except Alaska and
are in the process of obtaining intrastate toll authority in Alaska.

     We have authority to provide competitive local exchange service in
Connecticut, Florida, Georgia, Massachusetts, New Hampshire, New Jersey, New
York, Pennsylvania, Rhode Island, Tennessee and Vermont. We have applications
pending to provide resold and network-based competitive local exchange services
in several other states. There can be no assurance that we will receive the
authorizations we seek currently or in the future.

LOCAL INTERCONNECTION

     The Telecommunications Act imposes a duty upon all incumbent providers to
negotiate in good faith with potential interconnectors to provide
interconnection to their networks, exchange local traffic, make unbundled
network elements available and permit resale of most local services. In the
event that negotiations do not succeed, we have a right to seek state public
utility commission arbitration of any unresolved issues. Arbitration decisions
involving interconnection arrangements in several states have been challenged
and appealed to Federal courts. We may experience difficulty in obtaining timely
incumbent provider implementation of local interconnection agreements, and we
can provide no assurance we will offer local services in these areas in
accordance with our projected schedule, if at all. We have entered into
interconnection agreements with Bell Atlantic for Massachusetts, New Hampshire,
New York and Rhode Island and with Bell South for Florida and Georgia. We have
begun to negotiate similar agreements in the other states where we have obtained
status as a competitive local carrier.

LOCAL GOVERNMENT AUTHORIZATIONS

     For construction of our local networks, we are required to obtain street
use and construction permits and licenses or franchises to install and expand
our fiber optic networks using municipal rights-of-way. In some municipalities,
we may be required to pay license or franchise fees based on a percentage of
gross revenue or on a per linear foot basis, as well as post performance bonds
or letters of credit. We can provide no assurance that we will not be required
to post bonds or letters of credit in the future.

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59

     In many markets, the incumbent providers do not pay these franchise fees or
pay fees that are substantially less than those that we will be required to pay.
To the extent that competitors do not pay the same level of fees as we do, we
could be at a competitive disadvantage. The Telecommunications Act provides,
however, that any compensation extracted by states and localities for use of
public rights-of-way must be fair and reasonable, applied on a competitively
neutral and nondiscriminatory basis and be publicly disclosed by the government
entity.

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                                   MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

     Our executive officers and directors, and their ages as of May 24, 1999,
are listed below:
NAME                                        AGE                    POSITIONS
----                                        ---                    ---------
Robert T. Hale............................  60     Chairman of the Board of Directors
Robert T. Hale, Jr. ......................  32     Chief Executive Officer, President and
                                                   Director
James J. Crowley..........................  34     Executive Vice President, Chief Operating
                                                   Officer, Secretary and Director
David Martin*.............................  59     Director
Joseph C. McNay*..........................  65     Director
George Alex...............................  39     Executive Vice President, Chief Financial
                                                   Officer and Treasurer
Michael F. Oyster.........................  42     Executive Vice President, Networks
Joseph Haines.............................  36     Vice President of Local Operations
Richard Kendall...........................  32     Vice President of Sales
Joseph Larizza............................  57     Vice President of Information
                                                   Systems and Chief Information Officer
Kevin B. McConnaughey.....................  40     Vice President and General Manager of
                                                   International Services
Steven J. Stanfill........................  45     Vice President of Network Services
---------------
* Member of the audit and compensation committees.

     ROBERT T. HALE is one of our co-founders and has served as Chairman of our
board of directors since our inception in 1990. Mr. Hale is a founding member of
the Telecommunications Resellers Association and has served as chairman of its
Carrier Committee since 1993 and served as chairman of its board from May 1995
to May 1997. Mr. Hale was president of Hampshire Imports, the original importer
of Laura Ashley Womenswear to the U.S. and a manufacturer of exclusive women's
apparel, from 1968 to 1992.

     ROBERT T. HALE, JR., is one of our co-founders and has served as Chief
Executive Officer, President and Director since our inception in 1990. He was
employed by U.S. Telecenters, a sales agent for NYNEX Corporation, from 1989 to
1990, and as a sales representative at MCI from 1988 to 1989.

     JAMES J. CROWLEY has served as Executive Vice President since 1994 and
became Chief Operating Officer, Secretary and a Director in July 1998. He was an
attorney at Hale and Dorr LLP, a Boston law firm, from 1992 to 1994.

     DAVID MARTIN has served as a Director since August 1998. Mr. Martin was
employed by Texas Instruments Inc. from 1960 until June 1998, most recently as
Executive Vice President. Mr. Martin is a member of the Board of Directors of
Mathsoft Inc.

     JOSEPH C. MCNAY has served as a Director since August 1998. Mr. McNay
serves as Chairman and Chief Investment Officer of Essex Investment Management
Company, LLC, a private investment management company founded by Mr. McNay in
1976. Previously he served as Executive Vice President and Director of Endowment
Management & Research Corp. Mr. McNay serves as Trustee of Children's Hospital
and Children's Hospital Trust, Boston, Trustee of Simmons College, Trustee of
the Dana Farber Cancer Institute, and Trustee of National Public Radio.

                                       59
61

     GEORGE ALEX has served as Executive Vice President, Chief Financial Officer
and Treasurer since February 1999. From 1997 to 1998 Mr. Alex served as the
Managing Director and Head of the Telecom Practice at Prudential Securities.
From 1994 to 1997 Mr. Alex was a Director for Smith Barney, Inc. where he was
responsible for clients in the emerging telecom sector.

     MICHAEL F. OYSTER served as President of the Local Service Division from
July 1998 until April 1998, when his title was changed to Executive Vice
President, Networks. Mr. Oyster served as Regional Vice President and General
Manager, and in other capacities, at Teleport Communications Group from August
1997 to July 1998. Mr. Oyster served in various capacities at AT&T from 1977 to
1997, including most recently as Director of Wholesale Markets.

     JOSEPH HAINES has served as Vice President of Local Operations since July
1998. From 1992 to 1998, Mr. Haines held various positions with Teleport
Communications Group, most recently as its Regional Vice President of
Operations.

     RICHARD KENDALL currently serves as Vice President of Sales overseeing the
entire direct sales force and was most recently responsible for our Northeast
sales region. Prior to joining Network Plus Mr. Kendall was employed by MCI
Corporation and Fleet Bank.

     JOSEPH LARIZZA has served as Vice President of Information Systems and
Chief Information Officer since May 1999. From 1996 to 1999, he was Chief
Information Officer at Iron Mountain. From 1992 to 1995, he was Vice President,
MIS/New Technology at the Advertising Checking Bureau, Inc.

     KEVIN B. MCCONNAUGHEY has served as Vice President and General Manager of
International Services since March 1997. From 1995 to 1997, he was Associate
Vice President of Business Development for Teleglobe International. From 1990 to
1995, Mr. McConnaughey was employed by Sprint International, where he held a
variety of product management, international carrier relations and marketing
positions.

     STEVEN J. STANFILL has served as Vice President of Network Services since
1994. He served as Vice President of Network Operations at Ascom Communications,
a telecommunication services provider, from 1989 to 1994. From 1983 to 1989, Mr.
Stanfill served in various management capacities at National Applied Computer
Technologies, a communications switching equipment manufacturer.

     Each director serves until his successor is duly elected and qualified.
Officers serve at the discretion of the board of directors. Robert T. Hale, Jr.
is the son of Robert T. Hale. There are no other family relationships among our
executive officers and directors.

CLASSIFIED BOARD

     Our certificate of incorporation divides our board of directors into three
classes, with one class of directors elected each year to serve a three-year
term. At each annual meeting of our stockholders, the successors to the class of
directors whose term expires at the meeting will be elected to hold office for a
term expiring at the annual meeting of stockholders held in the third year
following the year of their election.

COMMITTEES OF THE BOARD OF DIRECTORS

     In July 1998, the board of directors established an audit committee and a
compensation committee. The audit committee consists of Messrs. Martin and
McNay, both of whom are outside directors. The audit committee recommends
engagement of our independent auditors, approves the services performed by such
auditors and reviews and evaluates our accounting policies and systems of
internal accounting controls. The compensation committee also consists of
Messrs. Martin and McNay. The compensation committee makes recommendations to
the

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board of directors in connection with matters of compensation, including the
compensation of our executive officers.

DIRECTOR COMPENSATION

     In July 1998, we adopted the 1998 Director Stock Option Plan. Under the
terms of this plan, we will grant:

     - options to purchase 5,000 shares of common stock to each new non-employee
       director upon initial election to the board

     - annual options to purchase 2,500 shares of common stock to each
       non-employee director on the date of each annual meeting of stockholders,
       or on August 1 of each year if no annual meeting is held by such date.

     Options granted under the director plan prior to December 31, 1998 vest in
four equal annual installments beginning on the first anniversary of the date of
grant. The exercisability of these options will accelerate upon the occurrence
of an acquisition event, as defined in the plan. In June 1999, as a result of
recent changes in accounting rules, the director plan was amended to provide
that options will be fully vested on the date of grant. The exercise price of
options is equal to the fair market value of the common stock on the date of
grant. A total of 100,000 shares of common stock may be issued upon the exercise
of stock options granted under the plan. In September 1998, Messrs. Martin and
McKay each received an option to purchase 5,000 shares of common stock with an
exercise price of $15.00 per share. In June 1999, Messrs. Martin and McKay each
received an option to purchase 2,500 shares of common stock with an exercise
price of $     per share.

     In addition, directors are reimbursed for out-of-pocket expenses incurred
as a result of their service as directors.

EXECUTIVE COMPENSATION

     The following table sets forth information concerning the cash and non-cash
compensation during fiscal years 1997 and 1998 of:

     - our Chief Executive Officer

     - our five other most highly compensated executive officers during 1998 who
       were serving as executive officers at year-end 1998 and whose combined
       salary and bonus exceeded $100,000 during 1998.

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                              ANNUAL COMPENSATION
LONG-TERM
                                                                   COMPENSATION
                                            ANNUAL COMPENSATION    ------------
                                            --------------------      OPTION       ALL OTHER
NAME AND TITLE(1)                    YEAR    SALARY     BONUS(2)      AWARDS      COMPENSATION
-----------------                    ----    ------     --------      ------      ------------
Robert T. Hale, Jr.................  1998   $246,163(3) $ 2,671           --        $    --
  Chief Executive Officer and        1997    355,431      2,770           --             --
  President
Robert T. Hale.....................  1998    187,708      1,484           --             --
  Chairman of the Board of           1997    220,692      2,725           --             --
  Directors
Joseph Haines(4)...................  1998     91,667     80,000       40,000             --
  Vice President of Local            1997         --         --           --             --
  Operations
James J. Crowley...................  1998    156,500         --      120,000             --
  Executive Vice President, Chief    1997    160,000      4,353           --             --
  Operating Officer and Secretary
Kevin B. McConnaughey..............  1998    138,487     14,755       14,620         13,487(5)
  Vice President and General         1997    100,961         --           --             --
  Manager of International Services
Michael F. Oyster(4)(6)............  1998     80,208     64,500       40,000             --
  Executive Vice President of        1997         --         --           --             --
  Networks and Product
  Development
---------------
(1) George Alex commenced employment in February 1999 at an annual salary of
    $200,000. Mr. Alex received options to purchase 100,000 shares of common
    stock at exercise prices ranging from $15.00 to $50.00.

(2) Includes the cash value of travel awarded as bonuses. The 1998 amount
    includes amounts paid subsequent to December 31, 1998 related to 1998
    performance.

(3) Includes sales commissions of $20,538.

(4) Commenced employment with the Company in July 1998. We have agreed that, in
    the event that either Mr. Oyster or Mr. Haines is terminated without cause,
    50% of the shares subject to options held by him will vest immediately.

(5) Reimbursement for moving expenses.

(6) We have agreed that, in the event Mr. Oyster is terminated without cause, we
    will pay him three months' salary.

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OPTION GRANTS IN 1998 AND YEAR-END OPTION VALUES

     The following tables set forth information regarding options granted to the
executive officers named in the compensation table above.

                       OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL VALUE AT
                                                                                      ASSUMED ANNUAL RATES
                                                                                         OF STOCK PRICE
                                             % OF TOTAL                                 APPRECIATION FOR
                                              OPTIONS                                    OPTION TERM(2)
                                OPTIONS      GRANTED TO    EXERCISE    EXPIRATION    ----------------------
                               GRANTED(1)    EMPLOYEES      PRICE         DATE          5%          10%
                               ----------    ----------    --------    ----------    --------    ----------
Robert T. Hale, Jr. .........        --           --            --           --            --            --
Robert T. Hale...............        --           --            --           --            --            --
Joseph Haines................    40,000          5.4%       $30.00      7/15/08      $  4,990    $   47,959
James J. Crowley.............    66,667          9.0         15.00      7/15/08       628,898     1,593,750
                                 33,333          4.5         30.00      7/15/08            --       296,868
                                 20,000          2.7         50.00      7/15/08            --            --
                                -------         ----                                 --------    ----------
                                120,000         16.2                                  628,898     1,890,618
Kevin B. McConnaughey........     1,420          0.2         15.00      7/15/08        41,932       106,263
                                  6,000          0.8         30.00      7/15/08            --        79,167
                                  7,200          1.0         50.00      7/15/08            --            --
                                -------         ----                                 --------    ----------
                                 14,620          2.0                                   41,932       185,430
Michael F. Oyster............    10,000          1.3         15.00      7/15/08        13,395        33,947
                                 20,000          2.7         30.00      7/15/08            --        53,437
                                 10,000          1.3         50.00      7/15/08            --            --
                                -------         ----                                 --------    ----------
                                 40,000          5.3                                   13,395        87,384
---------------
(1) Options vest in four equal annual installments.

(2) Amounts represent potential realizable values based on assumed rates of
    appreciation. These assumed rates are based on Securities and Exchange
    Commission requirements and do not reflect our projections or estimates of
    future stock price growth. Actual gains, if any, will depend upon the future
    performance of our common stock.

                             YEAR-END OPTION VALUES
NUMBER OF
                                                                        UNEXERCISED
                                                                         OPTIONS AT
                                                                     DECEMBER 31, 1998
                                                              --------------------------------
                                                                      UNEXERCISABLE(1)
                                                                      ----------------
Robert T. Hale, Jr. ........................................                   --
Robert T. Hale..............................................                   --
Joseph Haines...............................................               40,000
James J. Crowley............................................              120,000
Kevin B. McConnaughey.......................................               14,620
Michael F. Oyster...........................................               40,000
---------------
(1) There were no options with an exercise price less than the $15.00 fair
    market value of the common stock at fiscal year end, as determined by the
    Board of Directors.

EMPLOYEE BENEFIT PLANS

  1998 STOCK INCENTIVE PLAN

     Our 1998 Stock Incentive Plan was adopted in July 1998. This plan provides
for the grant of stock-based awards to our employees, officers, directors,
consultants and advisors.

                                       63
65

     Under the plan, we may grant:

     - options that are intended to qualify as incentive stock options within
       the meaning of Section 422 of the Internal Revenue Code

     - options not intended to qualify as incentive stock options

     - restricted stock

     - other stock-based awards.

     Incentive stock options may be granted only to our employees. A total of
1,400,000 shares of common stock may be issued upon the exercise of options or
other awards granted under the plan. The number of shares with respect to which
awards may be granted to any employee under the plan may not exceed 700,000
during any calendar year. The exercisability of options or other awards may in
certain circumstances be accelerated in connection with an acquisition event, as
defined in the plan. Options and other awards may be granted at exercise prices
that are equal to, less than or greater than the fair market value of our common
stock. Our board of directors retains the right to lower the exercise price and
accelerate the vesting dates of outstanding options.

     The 1998 plan expires in June 2008, unless sooner terminated by our board
of directors. As of March 31, 1999, we had granted options to purchase an
aggregate of 870,391 shares of common stock under the plan. These options
generally become exercisable in four equal annual installments beginning on the
first anniversary of the date of grant.

  EMPLOYEE STOCK PURCHASE PLAN

     Our 1999 Employee Stock Purchase Plan, which will become effective upon the
closing of this offering, provides for the issuance of up to           shares of
common stock. Generally, all employees of Network Plus employed more than 20
hours per week, including officers and directors who are employees, are eligible
to participate in the plan. The plan consists of semiannual offerings beginning
on             and             of each year. The first offering under the plan
will commence on                . Each offering under the plan will be   months
in length. During each offering, the maximum number of shares of common stock
that may be purchased by an employee is determined on the first day of the
offering period under a formula whereby an amount equal to that percentage of
the employee's regular salary which he or she has elected to have withheld is
divided by      % of the market value of a share of common stock on the first
day of the offering period. An employee may elect to have up to a maximum of
     % deducted from his or her regular salary for the purpose of purchasing
shares under the plan. The price at which the employee's shares are purchased is
the lower of (1)      % of the closing price of the common stock on the day that
the offering commences or (2)      % of the closing price of the common stock on
the day that the offering terminates. The Board generally retains the authority
to change the timing of any offering.

  401(k) PLAN

     Effective January 1, 1995, we adopted our Employee 401(k) and Profit
Sharing Plan covering our eligible employees. Pursuant to this plan, employees
may elect to reduce their current compensation by up to the lesser of 15% of
eligible compensation or the statutorily prescribed annual limit ($10,000 in
1998) and have the amount of such reduction contributed to the plan. The plan
permits, but does not require, additional contributions by us on behalf of all
participants. We contributed $175,000 to the plan in 1995 and have made no
contributions since that time. The plan is intended to qualify under Section 401
of the Internal Revenue Code, so that contributions by employees or by us, and
income earned on plan contributions, are not taxable to employees until
withdrawn, and our contributions, if any, are deductible by us when made.

                                       64
66

                              CERTAIN TRANSACTIONS

     Our office space in Quincy, Massachusetts is leased from a trust, the
beneficiaries of which are our principal stockholders. We make monthly rental
and condominium fee payments to the trust of $71,000. We paid $212,000 to the
trust in the first quarter of 1999, $808,000 in 1998, $680,000 in 1997 and
$644,000 in 1996. We believe that the terms of this lease are no less favorable
to us than could be obtained in an arms' length transaction.

     We are contingently liable as a guarantor on a bank loan made to this
trust. The outstanding balance on the loan was approximately $2.4 million at
March 31, 1999, $2.5 million at December 31, 1998 and $1.5 million at December
31, 1997. In addition, the trust was a guarantor of our previous bank credit
facility.

     On September 2, 1998, we paid a dividend in the aggregate amount of $5.0
million. As a result, $2.5 million was distributed to each of Robert T. Hale and
Robert T. Hale, Jr. Mr. Hale, Jr., reinvested approximately $1.9 million
(representing approximately the distribution to him, net of his estimated tax
liability resulting from such dividend) in the form of a long-term loan.
Interest on this loan accrues at Fleet's prime rate. The note was originally due
10 days after the redemption of our Series A preferred stock. Mr. Hale has
agreed to extend the date of this note until June 30, 2001. As of March 31,
1999, the outstanding balance on the loan was approximately $2.0 million,
including accrued interest.

     In December 1997, our stockholders, Robert T. Hale and Robert T. Hale, Jr.,
made loans to us totaling $1,755,000. Interest on the loans accrued at the
prevailing prime rate (8.5% at December 31, 1997) and was payable monthly. There
was no required period for principal repayment. The loans, including accrued
interest of $12,017, were repaid in May 1998.

     We previously had a service arrangement with a marketing company, the
controlling stockholders of which included our stockholders. The marketing
company provided services relating to establishing, training, and expanding our
sales organization. For the years ended December 31, 1997 and 1996, the amounts
paid to the marketing company were $55,000 and $132,000, respectively. This
service arrangement was terminated in May 1997.

                                       65
67

                             PRINCIPAL STOCKHOLDERS

     The following table sets forth as of May 26, 1999 the number of shares of
common stock and the percentage of the outstanding shares of common stock that
are beneficially owned by:

     - each person that is the beneficial owner of more than 5% of the
       outstanding shares of common stock

     - each director

     - each officer named in the annual compensation table

     - all of our current directors and executive officers as a group.
PERCENTAGE OF SHARES
                                                                                  BENEFICIALLY OWNED
                                            SHARES       SHARES ISSUABLE UPON    --------------------
                                         BENEFICIALLY     EXERCISE OF STOCK      PRIOR TO     AFTER
NAME OF BENEFICIAL OWNER                    OWNED        OPTIONS OR WARRANTS     OFFERING    OFFERING
------------------------                 ------------    --------------------    --------    --------
5% STOCKHOLDERS
  Robert T. Hale.......................    4,915,000(1)              0             49.2%
  c/o Network Plus Corp.
  Robert T. Hale, Jr...................    5,145,000(2)              0             51.5%
  c/o Network Plus Corp.
OTHER DIRECTORS
  James J. Crowley.....................            0            30,000                *
  David Martin.........................            0             3,750                *
  Joseph C. McNay......................            0             3,750                *
OTHER EXECUTIVE OFFICERS LISTED IN THE
  ANNUAL COMPENSATION TABLE
  Joseph Haines........................            0            10,000                *
  Kevin B. McConnaughey................            0             3,655                *
ALL DIRECTORS AND EXECUTIVE OFFICERS AS
  A GROUP (10 PERSONS).................   10,000,000            86,155              100%
---------------
(1) Includes 60,000 shares held by a trust for the benefit of Mr. Hale, Jr.'s
    children, over which shares Robert T. Hale has sole voting and dispositive
    power. Mr. Hale disclaims beneficial ownership of such shares.

(2) Includes 145,000 shares held by various trusts for the benefit of Mr. Hale's
    grandchildren and children, including Mr. Hale, Jr., over which shares
    Robert T. Hale, Jr. has shared voting and dispositive power, and the shares
    described in (1) above. Mr. Hale, Jr., disclaims beneficial ownership of
    such shares.

  * Less than 1%

     Except as noted, each stockholder possesses sole voting and investment
power with respect to the shares listed. The information excludes options that
vest subsequent to July 25, 1999.

                                       66
68

                          DESCRIPTION OF CAPITAL STOCK

     Upon the closing of this offering, our corporate charter will authorize
               shares of common stock and 1,000,000 shares of preferred stock.
Our charter currently authorizes 20,000,000 shares of common stock and 1,000,000
shares of preferred stock. Currently, 50,000 shares of preferred stock are
designated 13.5% Series A Cumulative Preferred Stock due 2009, of which 40,000
shares are outstanding, and 50,000 shares are designated 13.5% Series A1
Cumulative Preferred Stock due 2009, of which no shares are outstanding. Upon
the closing of this offering, we will redeem all of the outstanding shares of
Series A preferred stock and amend and restate our charter to eliminate all
references to the Series A preferred stock and Series A1 preferred stock. As of
May 24, 1999, there were 10,000,000 shares of common stock issued and
outstanding and held of record by five stockholders.

COMMON STOCK

     Holders of common stock are entitled to one vote per share on all matters
submitted to a vote of the stockholders, including the election of directors.
The holders of common stock are entitled to receive dividends when and as
declared by our board of directors out of legally available funds. If any shares
of preferred stock are outstanding, the payment of dividends or other
distributions on the common stock may be subject to the declaration and payment
of preferential dividends on the preferred stock.

     Upon our liquidation, dissolution or winding up, whether voluntary or
involuntary, any assets remaining after the satisfaction in full of the prior
rights of creditors and the aggregate liquidation preference of any outstanding
preferred stock will be distributed to the holders of common stock ratably in
proportion to the number of shares held by them.

PREFERRED STOCK

     Under our charter, our board of directors has the authority to issue up to
1,000,000 shares of preferred stock from time to time in one or more series and
to determine their preferences, terms and rights. Accordingly, our board of
directors has the power to establish the provisions, if any, relating to
dividends, voting rights, redemption rates, sinking funds, liquidation
preferences and conversion rights for any series of preferred stock issued in
the future.

     One of the effects of undesignated preferred stock may be to enable our
board of directors to render more difficult or to discourage an attempt to
obtain control of us by means of a tender offer, proxy contest, merger or
otherwise, and thereby to protect the continuity of our management. The issuance
of shares of the preferred stock may adversely affect the rights of the holders
of common stock. For example, preferred stock issued may rank prior to the
common stock as to dividend rights, liquidation preference or both, may have
full or limited voting rights and may be convertible into shares of common
stock. Accordingly, the issuance of shares of preferred stock may discourage
bids for the common stock or may otherwise adversely affect the market price of
the common stock.

UNIT WARRANTS

     In September 1998, we sold units consisting of shares of our Series A
preferred stock and warrants to purchase shares of our common stock. The
warrants have an exercise price of $.01 per share.

     Outstanding warrants to purchase an aggregate of 310,000 shares of our
common stock may be exercised beginning 180 days after the closing of this
offering, upon a change of control event or in other specified circumstances. In
addition, if this offering does not close by August 15, 1999, warrants to
purchase an additional 54,540 shares of our common stock will be

                                       67
69

released on September 1, 1999 to the holders of our Series A preferred stock. If
released, these warrants will become exercisable at the same time as the
warrants described above.

     The warrants expire on September 1, 2009. Prior to exercise, the holders do
not have any voting or other rights of stockholders. The exercise price and
number of shares of common stock issuable upon exercise of the warrants are
subject to adjustment upon specified changes in our capitalization or corporate
structure. The holders of the warrants may pay the exercise price either in cash
or through a so-called cashless exercise. A cashless exercise involves a
reduction in the total number of shares obtained upon exercise by the number of
shares that have an aggregate current value equal to the aggregate exercise
price.

     Holders have the right to require us to register the shares of common stock
underlying their warrants in specified circumstances. In particular, if the
holders of warrants representing 50% or more of the total shares underlying the
warrants so request, we must, on one occasion no sooner than 180 days after the
closing of this offering, register the shares underlying their warrants. This
right is subject to our right to delay the registration if our board of
directors determines that it would require the premature disclosure of material
confidential information or for other specified reasons.

OTHER WARRANTS

     In connection with our amendment to the Goldman/Fleet credit facility, we
issued warrants to purchase an aggregate of 5,000 shares of common stock at an
exercise price of $.01 per share. The exercise price and number of shares of
common stock issuable upon exercise of the warrants are subject to adjustment
upon specified changes in our capitalization or corporate structure. The
warrants may be exercised commencing 180 days after the closing of this offering
and before May 27, 2004. The holders of the warrants may pay the exercise price
through a cashless exercise.

LIMITATION OF LIABILITY OF DIRECTORS

     Our charter eliminates the personal liability of our directors to us or our
stockholders for monetary damages for breach of their fiduciary duty to the full
extent permitted by Delaware corporate law.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our charter provides that our directors and officers shall be indemnified
by us to the fullest extent authorized by Delaware corporate law, as it now
exists or may in the future be amended, against all expenses and liabilities
reasonably incurred in connection with service for or on behalf of us.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
our charter, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

     We have purchased a general liability insurance policy that covers certain
liabilities of our directors and officers arising out of claims based on acts
and omissions in their capacity as directors and officers.

CHARTER AND BY-LAW PROVISIONS

     We have certain charter and by-law provisions that have the effect of
discouraging, delaying or making more difficult a change in control of us or
preventing the removal of incumbent directors even if a majority of our
stockholders were to deem such an attempt to be in our best interests. These
provisions include a classified board of directors, limitations in the manner in
                                       68
70

which directors are elected and limitations on matters that may be presented at
meetings by stockholders.

TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Co.

                                       69
71

                      DESCRIPTION OF CERTAIN INDEBTEDNESS

GOLDMAN/FLEET CREDIT FACILITY

     In October 1998, we entered into a loan and security agreement with Goldman
Sachs Credit Partners L.P. and Fleet National Bank through which we obtained
access to a credit facility. This 18-month facility provides revolving loans in
an aggregate amount of up to $60.0 million. Availability under this facility is
based upon formulas using accounts receivable and cash receipts. Advances under
the facility bear interest at 1.0% over the banks' prime rate. We pay net
facility fees in the aggregate amount of $40,000 per month. In addition, we pay
an unused line fee of 0.5% per year on the unused portion of this facility.
Advances under the facility are secured by a continuing security interest in all
of our assets.

     Under this facility we have agreed, among other things, to achieve minimum
EBITDA and revenue targets, and debt-to-revenue ratios, and to not, without the
prior written consent of the lenders, incur additional indebtedness, undertake
any corporate reorganization, dispose of any of our assets, declare or pay any
dividends or undertake other specified actions.

     Other than draw-downs utilized to cover closing costs, which we immediately
paid, we did not utilize this facility in 1998.

     We amended our October 1998 loan and security agreement effective January
1, 1999 to provide us with additional operating flexibility. At the time of this
amendment we issued five-year warrants to our lenders to purchase an aggregate
of 5,000 shares of common stock for an exercise price of $.01 per share.

STOCKHOLDER LOAN

     On September 2, 1998, Robert T. Hale, Jr., our President and Chief
Executive Officer, loaned approximately $1.9 million to us. This was originally
due 10 days after the redemption of our Series A preferred stock. Mr. Hale has
agreed to extend the due date of this loan until July 31, 2001.

COMDISCO FACILITY

     In December 1998, we entered into an equipment lease facility with
Comdisco, Inc. through Network Plus, Inc., our operating subsidiary. Network
Plus Corp. provided a guarantee under this agreement. As of May 12, 1999, we had
financed $29.9 million of equipment through this agreement.

     We have used this facility to finance switching equipment for our central
offices in Quincy, Massachusetts and Orlando for a five-year term and other
electronic and information technology equipment in various locations for a
three-year term. Payments are calculated as a variable percentage of the
purchase price of the equipment using an interest rate that floats with the
five-year U.S. Treasury Rate and are payable quarterly.

     At the end of each lease term we have the option to purchase the equipment
for an amount no greater than 85% of the retail fair market value of the
equipment.

     Unused availability under the Comdisco facility terminates on December 31,
1999.

                                       70
72

                        SHARES ELIGIBLE FOR FUTURE SALE

     Before this offering, there has been no public market for our securities.
After we complete this offering, based upon the number of shares outstanding at
May 24, 1999, there will be                shares of our common stock
outstanding (assuming no exercise of the underwriters' over-allotment option and
no exercise of outstanding options to purchase common stock). Of these
outstanding shares, the                shares sold in this offering will be
freely tradeable without restriction or further registration under the
Securities Act of 1933, except that any shares purchased by our "affiliates", as
that term is defined in Rule 144 under the Securities Act, may generally only be
sold in compliance with the limitations of Rule 144 described below.

SALES OF RESTRICTED SHARES

     The remaining                shares outstanding after this offering are
deemed "restricted securities" under Rule 144. Of these restricted securities:

     - approximately                shares will be eligible for sale in the
       public market immediately following this offering pursuant to Rule 144(k)
       under the Securities Act

     - approximately                shares will be eligible for sale in the
       public market in accordance with Rule 144 or Rule 701 under the
       Securities Act beginning 90 days after the date of this prospectus

     - approximately                shares will be eligible for sale in the
       public market, subject to the provisions of Rule 144 under the Securities
       Act, upon expiration of lock-up agreements with representatives of the
       underwriters 180 days after the date of this prospectus.

     In general, under Rule 144 a stockholder, including one of our affiliates,
who has beneficially owned his or her restricted securities for at least one
year is entitled to sell, within any three-month period commencing 90 days after
the date of this prospectus, a number of shares that does not exceed the greater
of 1% of the then outstanding shares of our common stock (approximately
               shares immediately after this offering) or the average weekly
trading volume in our common stock during the four calendar weeks preceding the
date on which notice of the sale was filed under Rule 144, provided certain
requirements concerning availability of public information, manner of sale and
notice of sale are satisfied.

     In addition, a stockholder that is not one of our affiliates at any time
during the three months preceding a sale and who has beneficially owned the
shares proposed to be sold for at least two years is entitled to sell the shares
immediately under Rule 144(k) without compliance with the requirements under
Rule 144.

     Securities issued in reliance on Rule 701, such as shares of our common
stock acquired pursuant to the exercise of options granted under our stock
plans, are also restricted securities and, beginning 90 days after the date of
this prospectus, may be sold by stockholders other than our affiliates subject
only to the manner of sale provisions of Rule 144 and by affiliates under Rule
144 without compliance with its one-year holding period requirement.

LOCK-UP AGREEMENTS

     In addition to the requirements of Rule 144 and Rule 701, our officers and
directors and certain of our securityholders, who in the aggregate hold
approximately                shares, or      %, of our common stock (including
               shares of common stock that may be acquired pursuant to the
exercise of options held by them) on the date of this prospectus, have agreed
that, for a period of 180 days after the date of this prospectus, they will not
sell, consent to sell or otherwise dispose of any shares of our common stock, or
any shares convertible into or exchangeable for shares of our common stock,
owned directly by such persons or with

                                       71
73

respect to which they have the power of disposition, without the prior written
consent of Goldman, Sachs & Co., acting on behalf of the representatives of the
underwriters.

STOCK OPTIONS

     We intend to file registration statements on Form S-8 with respect to the
aggregate of                shares of common stock issuable under our incentive
plan, director plan and employee stock purchase plan promptly following the
consummation of this offering. Shares issued upon the exercise of stock options
after the effective date of the Form S-8 registration statements will be
eligible for resale in the public market without restriction, except that
affiliates must comply with Rule 144, and the lock-up agreements noted above
will apply to these shares.

WARRANTS

     See "Description of Capital Stock -- Warrants" for a description of shares
issuable upon the exercise of our outstanding warrants.

EFFECT OF SALES OF SHARES

     Prior to this offering, there has been no public market for our common
stock, and we make no prediction as to the effect, if any, that market sales of
shares of common stock or the availability of shares for sale will have on the
market price of our common stock prevailing from time to time. Nevertheless,
sales of significant numbers of shares of our common stock in the public market
could adversely affect the market price of the common stock and could impair our
future ability to raise capital through a stock offering.

                                 LEGAL MATTERS

     The validity of the common stock will be passed upon for us by Hale and
Dorr LLP, Boston, Massachusetts. Certain legal matters will be passed upon for
the underwriters by Cravath, Swaine & Moore, New York, New York.

                                    EXPERTS

     Our consolidated financial statements as of December 31, 1997 and 1998 and
for each of the years in the three-year period ended December 31, 1998 have been
included in this prospectus in reliance on the reports of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of that firm as experts in
accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act with respect to the shares to be
sold in this offering. This prospectus does not contain all the information set
forth in the registration statement. For further information with respect to us
and the shares to be sold in this offering, please refer to the registration
statement and the accompanying exhibits and schedules. Statements contained in
this prospectus as to the contents of any contract, agreement or other document
are not necessarily complete, and in each instance reference is made to the copy
of each contract, agreement or other document filed as an exhibit to the
registration statement.

     You may read and copy all or any portion of the registration statement or
any reports, statements or other information we file at the SEC's public
reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.C.,
Washington, D.C. 20549 and at its regional offices located at Seven World Trade
Center, 13th Floor, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. You can request copies of these documents upon
                                       72
74

payment of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Our filings, including the registration statement, are also available to
you on the SEC's Internet site at www.sec.gov.

     We intend to send to our stockholders annual reports containing audited
consolidated financial statements.

                                       73
75

                               NETWORK PLUS CORP.

                         INDEX TO FINANCIAL STATEMENTS
PAGE
                                                              ----
Report of Independent Accountants...........................  F-2
Consolidated Financial Statements:
  Consolidated balance sheets as of December 31, 1997 and
     1998 (audited), and March 31, 1999 (unaudited).........  F-3
  Consolidated statements of operations for the years ended
     December 31, 1996, 1997 and 1998 (audited), and for the
     three months ended March 31, 1998 and 1999
     (unaudited)............................................  F-5
  Consolidated statements of stockholders' equity (deficit)
     for the years ended December 31, 1996, 1997 and 1998
     (audited), and for the three months ended March 31,
     1999 (unaudited).......................................  F-6
  Consolidated statements of cash flows for the years ended
     December 31, 1996, 1997 and 1998 (audited), and for the
     three months ended March 31, 1998 and 1999
     (unaudited)............................................  F-7
Notes to Consolidated Financial Statements..................  F-9
F-1
76

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of Network Plus Corp.:

     In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, stockholders' equity (deficit)
and cash flows present fairly, in all material respects, the financial position
of Network Plus Corp. and its subsidiary at December 31, 1997 and 1998 and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1998, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
March 17, 1999,
except for the information
in Note 9, for which the
date is March 23, 1999

                                       F-2
77

                               NETWORK PLUS CORP.

                          CONSOLIDATED BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
MARCH 31, 1999
                                                DECEMBER 31,        -------------------------
                                             -------------------                 (PRO FORMA
                                              1997        1998      (ACTUAL)    AS ADJUSTED)
                                              ----        ----      --------    ------------
                                                                           (UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents..................  $ 1,567    $ 12,197    $  3,578         $
Accounts receivable, net of allowance for
  doubtful accounts of $926, $513 and
  $1,172, respectively.....................   16,927      16,225      20,683           20,683
Investments................................    9,500          --          --               --
Prepaid expenses...........................      415         760         877              877
Deferred taxes.............................       --         277         277              277
Other current assets.......................      112       1,591       3,214            3,214
                                             -------    --------    --------         --------
          Total current assets.............   28,521      31,050      28,629
PROPERTY AND EQUIPMENT, NET................    6,957      15,822      41,370           41,370
OTHER ASSETS...............................      103         821         726              726
INVESTMENT.................................       --          --       2,500            2,500
DEFERRED TAXES.............................       --       1,175       2,985            2,985
                                             -------    --------    --------         --------
          TOTAL ASSETS.....................  $35,581    $ 48,868    $ 76,210         $
                                             =======    ========    ========         ========
                       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Revolving line of credit...................  $ 4,510    $     --    $     --         $     --
Accounts payable...........................   17,445      11,402      17,230           17,230
Accrued liabilities........................    2,245       2,617       3,526            3,526
Notes payable to stockholders..............    1,755          --          --               --
Current portion of debt and capital lease
  obligations..............................    5,694         863       7,703            7,703
                                             -------    --------    --------         --------
          Total current liabilities........   31,649      14,882      28,459           28,459
LONG-TERM DEBT AND CAPITAL LEASE
  OBLIGATIONS..............................    3,623       3,147      20,096           20,096
LONG-TERM NOTE PAYABLE TO STOCKHOLDER......       --       1,875       1,961            1,961
DEFERRED TAXES.............................       --         491         491              491
OTHER LONG-TERM LIABILITIES................       --          50          --               --
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PREFERRED STOCK
  13.5% Series A Cumulative Preferred Stock
     due 2009, $.01 par value, 50 shares
     authorized, 40 shares issued and
     outstanding (aggregate liquidation
     preference of $43,226 at March 31,
     1999).................................       --      35,146      36,700               --
F-3
78
MARCH 31, 1999
                                                DECEMBER 31,        -------------------------
                                             -------------------                 (PRO FORMA
                                              1997        1998      (ACTUAL)    AS ADJUSTED)
                                              ----        ----      --------    ------------
                                                                           (UNAUDITED)
STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, $.01 par value, 20,000
     shares authorized, 10,000 shares
     issued and outstanding................      100         100         100
Additional paid-in capital.................      183          --          --
Warrants...................................       --       4,359       4,359            4,359
Retained earnings (accumulated deficit)....       26     (11,182)    (15,956)
                                             -------    --------    --------         --------
          Total stockholders' equity
            (deficit)......................      309      (6,723)    (11,497)
                                             -------    --------    --------         --------
          TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY
            (DEFICIT)......................  $35,581    $ 48,868    $ 76,210         $
                                             =======    ========    ========         ========
The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-4
79

                               NETWORK PLUS CORP.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS
                                         YEAR ENDED DECEMBER 31,         ENDED MARCH 31,
                                      ------------------------------    ------------------
                                       1996       1997        1998       1998       1999
                                       ----       ----        ----       ----       ----
                                                                           (UNAUDITED)
Revenue.............................  $75,135    $98,209    $105,545    $25,202    $33,581
Operating expenses
  Costs of services.................   57,208     78,106      78,443     18,836     26,546
  Selling, general and
     administrative expenses........   19,230     25,704      29,426      5,544     10,716
  Depreciation and amortization.....      533        994       2,037        468        984
                                      -------    -------    --------    -------    -------
                                       76,971    104,804     109,906     24,848     38,246
                                      -------    -------    --------    -------    -------
Operating loss......................   (1,836)    (6,595)     (4,361)       354     (4,665)
Other income (expense)
  Interest and dividend income......       95         86         395          3        141
  Interest expense..................     (313)      (557)     (1,474)      (285)      (521)
  Other income, net.................    3,529      3,917         151         21         18
                                      -------    -------    --------    -------    -------
                                        3,311      3,446        (928)      (261)      (362)
                                      -------    -------    --------    -------    -------
Net income (loss) before income
  taxes.............................    1,475     (3,149)     (5,289)        93     (5,027)
Provision (credit) for income
  taxes.............................       60         42        (906)         9     (1,810)
                                      -------    -------    --------    -------    -------
Net income (loss)...................    1,415     (3,191)     (4,383)        84     (3,217)
Preferred stock dividends and
  accretion of offering expenses and
  discount..........................       --         --      (2,005)        --     (1,554)
                                      -------    -------    --------    -------    -------
Net income (loss) applicable to
  common stockholders...............  $ 1,415    $(3,191)   $ (6,388)   $    84    $(4,771)
                                      =======    =======    ========    =======    =======
Net income (loss) per share
  applicable to common
  stockholders -- basic and
  diluted...........................  $  0.14    $ (0.32)   $  (0.64)   $  0.01    $ (0.48)
                                      =======    =======    ========    =======    =======
Weighted average shares
  outstanding -- basic and
  diluted...........................   10,000     10,000      10,000     10,000     10,000
                                      =======    =======    ========    =======    =======
Pro forma data:
Historical income (loss) before
  Income taxes......................  $ 1,475    $(3,149)   $ (5,289)   $    93    $(5,027)
Pro forma provision (credit) for
  income taxes......................      607     (1,094)     (1,904)        33     (1,810)
                                      -------    -------    --------    -------    -------
Pro forma net income (loss).........      868     (2,055)     (3,385)        60     (3,217)
Historical preferred stock dividends
  and accretion of offering expenses
  and discount......................       --         --      (2,005)        --     (1,554)
                                      -------    -------    --------    -------    -------
Pro forma net income (loss)
  applicable to common
  stockholders......................  $   868    $(2,055)   $ (5,390)   $    60    $(4,771)
                                      =======    =======    ========    =======    =======
Pro forma net income (loss) per
  share applicable to common
  stockholders -- basic and
  diluted...........................  $  0.09    $ (0.21)   $  (0.54)   $  0.01    $ (0.48)
                                      =======    =======    ========    =======    =======
The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-5
80

                               NETWORK PLUS CORP.

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
RETAINED         TOTAL
                                         COMMON STOCK,   ADDITIONAL                EARNINGS     STOCKHOLDERS'
                                             $0.01        PAID-IN                (ACCUMULATED      EQUITY
                                           PAR VALUE      CAPITAL     WARRANTS     DEFICIT)       (DEFICIT)
                                         -------------   ----------   --------   ------------   -------------
Balance at December 31, 1996...........      $100           $183                   $  3,818       $  4,101
Net loss...............................                                              (3,191)        (3,191)
Distributions to stockholders..........                                                (601)          (601)
                                             ----           ----       ------      --------       --------
Balance at December 31, 1997...........       100            183                         26            309
Net loss...............................                                              (4,383)        (4,383)
Distributions to stockholders..........                                                  (3)            (3)
Common stock dividends.................                                              (5,000)        (5,000)
Issuance of 310 warrants...............                                $4,359                        4,359
Dividends on Preferred stock...........                     (183)                    (1,631)        (1,814)
Accretion of preferred stock offering
  expenses and discount................                                                (191)          (191)
                                             ----           ----       ------      --------       --------
Balance at December 31, 1998...........       100             --        4,359       (11,182)        (6,723)
Distributions to stockholders..........                                                  (3)            (3)
Dividends on preferred stock...........                                              (1,411)        (1,411)
Accretion of preferred stock offering
  expenses and discount................                                                (143)          (143)
Net loss...............................                                              (3,217)        (3,217)
                                             ----           ----       ------      --------       --------
Balance at March 31, 1999
(unaudited)............................      $100           $ --       $4,359      $(15,956)      $(11,497)
                                             ====           ====       ======      ========       ========
The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-6
81

                               NETWORK PLUS CORP.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
THREE MONTHS
                                                           YEAR ENDED DECEMBER 31,      ENDED MARCH 31,
                                                         ---------------------------   -----------------
                                                          1996      1997      1998      1998      1999
                                                          ----      ----      ----      ----      ----
                                                                                          (UNAUDITED)
Cash flows from operating activities:
  Net income (loss)....................................  $ 1,415   $(3,191)  $(4,383)  $    84   $(3,217)
Adjustments to reconcile net income to net cash
  provided by (used for) operating activities:
  Depreciation and amortization........................      533       994     2,037       468       984
  Provision for losses on accounts receivable..........    1,102     4,104     1,931       246       910
  Interest payable on note payable to stockholder......       --        --        --        --        36
  Amortization of AT&T credits.........................   (1,810)       --        --        --        --
  Valuation of Tel-Save common stock warrants..........   (2,093)   (3,837)       --        --        --
  Gain on sale of Tel-Save common stock................   (1,367)       --        --        --        --
Changes in assets and liabilities:
  Accounts receivable..................................   (1,584)   (6,059)   (1,229)      114    (5,481)
  Prepaid expenses.....................................     (218)     (107)     (345)     (470)     (117)
  Deferred taxes.......................................       --        --    (1,452)       --    (1,810)
  Other current assets.................................        5       (19)   (1,479)       (2)   (1,510)
  Other long-term assets...............................      (13)      (34)     (718)      (61)       95
  Accounts payable.....................................    4,146     8,022    (6,043)    1,605     5,828
  Accrued liabilities..................................     (438)      311       422       492       909
  Deferred taxes.......................................       --        --       491        --        --
                                                         -------   -------   -------   -------   -------
Net cash provided by (used for) operating activities...     (322)      184   (10,768)    2,476    (3,373)
  Cash flows from investing activities:
  Capital expenditures.................................   (2,135)   (3,363)  (10,919)     (230)   (6,601)
  Proceeds from sale of Tel-Save common stock..........    4,167        --     9,500        --        --
  Exercise of Tel-Save common stock warrants...........   (2,800)   (3,570)       --        --        --
  Investment...........................................       --        --        --        --    (2,500)
  Other................................................      124         9        17        --        --
                                                         -------   -------   -------   -------   -------
Net cash provided by (used for) investing activities...     (644)   (6,924)   (1,402)     (230)   (9,101)
Cash flows from financing activities:
  Net proceeds from (payments on) from line of
    credit.............................................    2,000     2,510    (4,510)   (2,640)       --
  Net proceeds from issuance of preferred stock and
    warrants...........................................       --        --    37,500        --        --
  Proceeds from note payable...........................    1,000        --        --        --        --
  Proceeds from (payments on) notes payable to
    stockholders.......................................       --     1,755    (1,755)       --        --
  Proceeds from note payable to stockholder............       --        --     1,875        --        --
  Proceeds from sale and leaseback of fixed assets.....       --     3,450        --        --     4,443
  Payments on debt and capital lease obligations.......     (167)   (1,110)   (5,307)     (839)     (585)
  Distribution to stockholders.........................   (1,237)     (601)   (5,003)       --        (3)
                                                         -------   -------   -------   -------   -------
Net cash provided by financing activities..............    1,596     6,004    22,800    (3,479)    3,855
                                                         -------   -------   -------   -------   -------
Net increase (decrease ) in cash.......................      630      (736)   10,630    (1,233)   (8,619)
Cash or cash equivalents, beginning of year............    1,673     2,303     1,567     1,567    12,197
                                                         -------   -------   -------   -------   -------
Cash or cash equivalents, end of year..................  $ 2,303   $ 1,567   $12,197   $   334   $ 3,578
                                                         =======   =======   =======   =======   =======
F-7
82
THREE MONTHS
                                                           YEAR ENDED DECEMBER 31,      ENDED MARCH 31,
                                                         ---------------------------   -----------------
                                                          1996      1997      1998      1998      1999
                                                          ----      ----      ----      ----      ----
                                                                                          (UNAUDITED)
Supplemental Cash Flow Information:
Cash paid during the year for:
Interest...............................................  $   298   $   498   $ 1,114   $   285   $   327
                                                         =======   =======   =======   =======   =======
Income taxes...........................................  $   243   $    15   $   111   $    --   $   202
                                                         =======   =======   =======   =======   =======
Noncash Investing and Financing Activities:
Fixed assets acquired under capital leases.............  $    --   $ 1,521   $    28   $    --   $23,999
                                                         =======   =======   =======   =======   =======
Preferred stock dividends paid-in-kind.................  $    --   $    --   $ 1,814   $    --   $ 1,411
                                                         =======   =======   =======   =======   =======
The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-8
83

                               NETWORK PLUS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITY

     Network Plus Corp. (the "Company") is a network-based communications
provider offering broadband data and telecommunications services. The Company's
bundled product offerings include local and long distance services, as well as
enhanced, high-speed data and Internet services. Since 1990, the Company has
provided its services primarily to small and medium-sized businesses located in
major markets in the northeastern and southeastern regions of the United States.
The Company also provides international wholesale termination and transport
services primarily to major domestic and international telecommunication
carriers. Revenue is also derived from the sale of local and long distance
services, data and Internet services, toll-free services, and calling and debit
card and paging services. All revenues are billed and collected in U.S. dollars.

     In the event the Company is unable to raise sufficient or any additional
capital, the Company intends to scale back and delay its anticipated network and
operational infrastructure expansion and seek additional financing from existing
vendors and commercial lenders or through the issuance of debt or equity
securities. The Company believes that it will be able to finance its operations
under these circumstances through at least June 2000.

BASIS OF PRESENTATION

     On July 15, 1998, Network Plus Corp. was incorporated in the State of
Delaware. The stockholders of Network Plus, Inc. contributed 100% of their
shares to the Company, in return for an aggregate of 10,000,000 shares of the
common stock. Accordingly, Network Plus, Inc. became a wholly-owned subsidiary
of the Company.

     The Company's consolidated financial statements reflect the financial
position and results of operations of its wholly-owned subsidiary, Network Plus,
Inc. All intercompany transactions are eliminated in consolidation. For periods
prior to the formation of the Company on July 15, 1998, the financial statements
reflect the activities of Network Plus, Inc., as it was the sole operating
entity.

UNAUDITED INTERIM FINANCIAL STATEMENTS

     The accompanying consolidated financial statements of the Company for the
three months ended March 31, 1998 and 1999 are unaudited. In the opinion of
management, the accompanying consolidated financial statements contain all
adjustments necessary for a fair presentation of the Company's financial
position, results of operations and cash flows at the dates and for the periods
indicated, which adjustments, consist only of adjustments of a normal, recurring
nature.

CASH EQUIVALENTS

     All highly liquid cash investments with maturities of three months or less
at date of purchase are considered to be cash equivalents. At December 31, 1998
and March 31, 1999 (unaudited), $1,063 and $263, respectively, of cash
equivalents are restricted for use as collateral for outstanding letters of
credit.

PROPERTY AND EQUIPMENT

     Property and equipment are recorded at cost and are depreciated using the
straight-line method over the estimated useful lives of the assets.

                                       F-9
84
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Leasehold improvements are amortized over the shorter of the lease term or
the estimated useful life of the improvements. Upon retirement or other
disposition of property and equipment, the cost and related depreciation are
removed from the accounts and the resulting gain or loss is reflected in
earnings.

     On January 1, 1999, the Company adopted the provisions of Statement of
Position 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." Accordingly, the Company capitalizes costs
associated with the design and implementation of the Company's network including
internally and externally developed software. Capitalized external software
costs include the actual costs to purchase existing software from vendors.
Capitalized internal software costs generally include personnel costs incurred
in the enhancement and implementation of purchased software packages. Through
March 31, 1999, no material internal costs have been capitalized.

     Long-lived assets and identifiable intangibles held and used are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of the assets or intangibles may exceed the undiscounted future
net cash flow expected to be generated by such assets. If it is determined that
impairment has occurred, the asset is written down to fair value as determined
by market value or discounted cash flow.

CAPITAL LEASES

     Capital leases, those leases which transfer substantially all benefits and
risks of ownership, are accounted for as acquisitions of assets and incurrences
of obligations. Capital lease amortization is included in depreciation and
amortization expense, with the amortization period equal to the estimated useful
life of the assets. Interest on the related obligation is recognized over the
lease term at a constant periodic rate.

REVENUE RECOGNITION AND ACCOUNTS RECEIVABLE

     Telecommunication revenues and accounts receivable are recognized when
calls are completed or when services are provided. Accounts receivable include
both billed and unbilled amounts, and are reduced by an estimate for
uncollectible amounts. Unbilled amounts result from the Company's monthly
billing cycles and reflect telecommunications services provided in the 30 days
prior to the reporting date. These amounts are billed within 30 days subsequent
to the reporting date and are expected to be collected under standard terms
offered to customers.

     Unbilled amounts were $7,594, $8,563 and $11,626 at December 31, 1997, 1998
and March 31, 1999 (unaudited), respectively.

COSTS OF SERVICES

     Costs of services include costs of origination, transport and termination
of traffic, exclusive of depreciation and amortization.

INCOME TAXES

     Effective March 1, 1992, the Company elected by the consent of its
stockholders to be taxed under the provisions of Subchapter S of the Internal
Revenue Code. Under those provisions, the Company did not pay corporate Federal
income taxes on its taxable income. Instead, the stockholders were liable for
individual income taxes on their share of the Company's taxable income.

                                      F-10
85
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The issuance of preferred stock on September 3, 1998 terminated the
Company's election to be taxed under the provisions of Subchapter S of the
Internal Revenue Code. Accordingly, subsequent to September 3, 1998, the Company
provides for and reports statutory Federal and state income taxes, as necessary.
These financial statements also present, on a pro forma basis, Federal and state
income taxes assuming the Company had been a C Corporation for all periods
presented.

     The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes". SFAS
109 is an asset and liability approach that requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of events
that have been recognized in the Company's financial statements or tax returns.
In estimating future tax consequences, SFAS 109 generally considers all expected
future events other than enactment of changes in the tax law or rates.

EARNINGS (LOSS) PER SHARE

     The Company computes and reports earnings per share in accordance with the
provisions of SFAS No. 128, "Earnings Per Share". The computations of basic and
diluted earnings (loss) per common share are based upon the weighted average
number of common shares outstanding and potentially dilutive securities.
Potentially dilutive securities include convertible preferred stock, stock
options and warrants.

     Pro forma net loss per share reflecting the Company's conversion from an S
Corporation to a C Corporation is presented using an estimated effective income
tax rate of approximately 35% to 41%.

CONCENTRATION OF RISK

     Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts receivable. In
addition, risk exists in cash deposited in banks that may, at times, be in
excess of FDIC insurance limits. The trade accounts receivable risk is limited
due to the breadth of entities comprising the Company's customer base and their
dispersion across different industries and geographical regions. The Company
evaluates the credit worthiness of customers, as appropriate, and maintains an
adequate allowance for potential uncollectible accounts.

USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

RECLASSIFICATIONS

     Certain amounts in the financial statements for prior years have been
reclassified to conform with the current year presentation. Such
reclassifications had no effect on previously reported results of operations.

PRO FORMA AS ADJUSTED BALANCE SHEET (UNAUDITED)

     Upon the closing of the Company's initial public offering, all of the
outstanding shares of the Series A preferred stock will be redeemed by the
Company using the proceeds of the offering.
                                      F-11
86
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The unaudited pro forma as adjusted presentation of the balance sheet has been
prepared assuming the sale of           shares, redemption of the preferred
stock, deduction of the underwriting discounts and commissions and estimated
offering expenses of $          , as of March 31, 1999.

2.  RELATED PARTY TRANSACTIONS

     In September 1998, one of the Company's stockholders made a loan to the
Company for $1,875. Interest on the loan accrues at the prime rate (7.75% at
December 31, 1998). Accrued interest on this loan, included in other long-term
assets, totaled $50 and $86 at December 31, 1998 and March 31, 1999 (unaudited),
respectively. Principal and interest will be payable June 30, 2001 (see Note
10).

     On December 31, 1997, the Company's stockholders made loans to the Company
totaling $1,755. Interest on the loans accrued at the prevailing prime rate and
was payable monthly. Interest expense related to these loans totaled $49 in
1998. There was no required period for principal repayment. The loans were
repaid in May 1998.

     Office space, located in Quincy, Massachusetts, is leased from a trust, the
beneficiaries of which are the stockholders of the Company. The Company makes
monthly rental payments of $50. In each of the years ending December 31, 1996
and 1997, the amount paid to the trust was $431. In 1998, the amount paid to the
trust was $544.

3.  INVESTMENTS AND TRANSFER OF CUSTOMERS

     In 1995, the Company transferred (the "Transfer") certain customers to whom
it provided long distance and toll free telecommunications services pursuant to
certain AT&T resale contracts (the "AT&T contracts") to Tel-Save Holdings, Inc.
("Tel-Save"). Concurrent with the Transfer, the Company's obligations to AT&T
under the AT&T contracts were terminated without obligation or liability on
behalf of the Company. Prior to the time of this transaction, there was no value
recorded in the financial statements related to these customers. In exchange for
the Transfer, the Company received four separate warrants to purchase a total of
1,365,000 shares of Tel-Save common stock at an exercise price of $4.67 per
share (after reflecting stock splits through December 31, 1997). Each warrant
vested to the Company separately based on the retail revenue generated by
Tel-Save with respect to the transferred customers, which had to exceed
specified levels for three consecutive months. The warrants expired at various
dates through 1997. In addition to the Warrant Agreements, the Company was
subject to a Voting Rights Agreement whereby Tel-Save retained the right to hold
and vote the stock until the point in time when the Company informed Tel-Save it
wished to sell the stock. Upon receiving such notice from the Company, Tel-Save
was obligated to either purchase the stock at the price offered by the Company
or, alternatively, was to deliver the common stock certificates to the Company.

     In 1996, the vesting requirements were met to exercise the first three
warrants. The vesting requirement for the first warrant was met at the end of
the third quarter of 1996, entitling the Company to purchase 600,000 shares of
Tel-Save common stock. The Company exercised this warrant and sold the related
common stock, which had previously been registered, resulting in net proceeds
and other income of $1,370 in the third quarter of 1996.

     The vesting requirements with respect to the second and third warrants were
met in November 1996. The second warrant entitled the Company to purchase
300,000 shares of Tel-Save common stock prior to January 8, 1997. The third
warrant entitled the Company to

                                      F-12
87
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

purchase 150,000 shares of Tel-Save Common stock prior to June 10, 1997. The
warrants were valued upon vesting at approximately $2,093 using the
Black-Scholes valuation model. The significant assumptions in the valuation
model were an interest rate of 5.1%, warrant lives reflecting the respective
expiration periods, expected volatility of 50% and no dividend rate. At December
31, 1996, the warrants had not yet been exercised and were classified as
investments. The value of the warrants at December 31, 1996 was the fair value
recorded by the Company at the date of vesting. Other income of $2,093 related
to the second and third warrants was recognized in the fourth quarter of 1996.
On January 6, 1997, the Company exercised the second and third warrants and paid
Tel-Save the total exercise price of $2,100.

     The vesting requirement with respect to the fourth warrant was met in June
1997, entitling the Company to purchase 315,000 shares of Tel-Save common stock.
The fourth warrant was valued upon vesting at approximately $3,415 using
Black-Scholes valuation model. The significant assumptions in the valuation
model were an interest rate of 5.1%, a warrant life reflecting the June 1997
expiration period, expected volatility of 50% and no dividend rate. On June 4,
1997, the Company exercised the warrant, paid Tel-Save the exercise price of
$1,470 and recorded other income of approximately $3,415.

     On November 7, 1997, Tel-Save filed a registration statement with the SEC,
listing the Company as a selling shareholder with respect to 765,000 shares (the
total shares purchased by the Company, after reflecting stock splits, under the
second, third and fourth warrants). Following the registration of the common
stock, the Company intended to immediately sell the shares of Tel-Save, which
had a market value of approximately $16,600 at that date, as it had done
previously with the first warrant. Accordingly, all activities necessary for the
transfer of the certificates were completed and the Company issued a demand to
Tel-Save for the common stock certificates or, alternatively, requested that
Tel-Save purchase the shares. Throughout the remainder of the fourth quarter,
Tel-Save refused to deliver the common stock certificates to the Company.

     In order to take physical possession of the Tel-Save common stock
certificates, the Company filed a lawsuit against Tel-Save in January 1998. On
June 24, 1998, a settlement agreement was signed between the parties pursuant to
which the Company received a total of $9,500 from Tel-Save. As part of the
settlement, all 765,000 shares were either returned to or repurchased by
Tel-Save. Following the June 1998 settlement, there are no continuing
obligations between the parties. Accordingly, the Company's investment in
Tel-Save at December 31, 1997 was valued at the final negotiated payment. This
settlement resulted in approximately $422 of other income, recorded in the
fourth quarter of 1997.

                                      F-13
88
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4.  PROPERTY AND EQUIPMENT
DECEMBER 31,
                                            ESTIMATED      ------------------     MARCH 31,
                                           USEFUL LIFE      1997       1998         1999
                                           -----------      ----       ----       ---------
                                                                                 (UNAUDITED)
Telecommunications equipment............     5 years       $ 4,004    $13,247      $32,785
Computer equipment......................    3-5 years        2,756      3,145        7,462
Office furniture and equipment..........     7 years         1,272      1,393        1,681
Purchase software.......................     3 years           694      1,245        2,090
Motor vehicles..........................     5 years           174        201          201
Leasehold improvements..................  Term of Lease        130        689        2,233
                                                           -------    -------      -------
                                                             9,030     19,920       46,452
Less accumulated depreciation and
  amortization..........................                    (2,073)    (4,098)      (5,082)
                                                           -------    -------      -------
                                                           $ 6,957    $15,822      $41,370
                                                           =======    =======      =======
In August 1997, upon review of the Company's experience and expectations
for upgrades and replacement of equipment, including information gathered during
the process of financing such equipment, the Company changed its estimate of the
useful life of its telecommunications equipment from 12 years to 5 years. The
Company also reviewed publicly available industry data on telecommunications
equipment, which confirmed that the estimate of useful lives of the Company's
telecommunications equipment, which was entirely switching equipment at that
time, reasonably approximated 5 years. The Company also assessed that there had
been no significant decline in the market value of its switching equipment since
purchased and that the market value exceeded the net book value of the equipment
at the time of the change in estimate. This was confirmed by the Company's
ability to enter into a sale and leaseback of the switches for the approximate
book value, completed at the same time as the change in estimate.

     Depreciation expense in 1997 was approximately $136 more than what would
have otherwise been reported had the change in estimate not been made. Annual
depreciation expense related to these assets will be approximately $407 more
through 2002 than what would have otherwise been reported had the change not
been made.

     In November 1997, the Company entered into a sale and leaseback of its
switching equipment. The equipment was sold at book value, which approximates
market value, and, consequently, no gain or loss was recorded on the sale. This
lease was refinanced, effective January 1, 1999. See Note 8.

                                      F-14
89
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5.  ACCRUED LIABILITIES
DECEMBER 31,
                                                              ----------------     MARCH 31,
                                                               1997      1998        1999
                                                               ----      ----      ---------
                                                                                  (UNAUDITED)
Accrued interest............................................  $   60    $   46      $  129
Accrued salaries, wages, commissions and related taxes......     297       821         828
Customer deposits...........................................     361       142         182
Accrued income and franchise taxes..........................     766       462         408
Accrued taxes other than income and franchise...............     238       170         265
Accrued agency commissions..................................     183       285         464
Other accrued liabilities...................................     340       691       1,250
                                                              ------    ------      ------
                                                              $2,245    $2,617      $3,526
                                                              ======    ======      ======
6.  REVOLVING CREDIT AGREEMENTS AND LETTERS OF CREDIT

     The Company had a revolving line of credit with Fleet National Bank
("Fleet") for borrowings up to $7,000, including letters of credit, which was
refinanced on May 1, 1998, as described below. At December 31, 1997, cash
borrowings under the line of credit totaled $4,510 and letters of credit issued
in the ordinary course of business totaled $120. The interest rate on such
borrowings was 8.5% at December 31, 1997. The maximum borrowings under the
agreement in 1997 was $5,000.

     On May 1, 1998, the Company entered into a revolving credit agreement with
Fleet, which allowed for up to $23,000 of borrowings, based upon a percentage of
accounts receivable. This agreement had a term of three years, but was
terminated on October 7, 1998, upon entering into the New Revolving Credit
Facility, described below. Interest was payable monthly at Fleet's prime rate or
available LIBOR options. All outstanding notes payable were paid in full in May
1998 with proceeds from the $23 million facility.

     On October 7, 1998, the Company entered into a loan agreement with Goldman
Sachs Credit Partners, L.P. and Fleet for a $60,000 revolving credit facility
(the "New Revolving Credit Facility"), and concurrently terminated the $23,000
facility. The New Revolving Credit Facility has a term of 18 months. Under the
New Revolving Credit Facility, $30,000 of the $60,000 is immediately available,
while the additional $30,000 is available based upon a percentage of accounts
receivable. Interest is payable monthly at one percent above the prime rate. The
New Revolving Credit Facility, as amended, requires the Company, among other
things, to meet minimum levels of revenues and earnings before interest, taxes,
depreciation and amortization, and debt to revenue ratios and places the Company
in default in the event of a material adverse change in the Company's business.
Had the New Revolving Credit Facility not been amended, the Company would not
have been in compliance with the earnings before interest, taxes, depreciation
and amortization financial covenant at March 31, 1999. At December 31, 1998 and
March 31, 1999, there were no borrowings outstanding under the New Revolving
Credit Facility. The maximum borrowings under the agreement in 1998 were $3,210.

     Letters of credit issued in the ordinary course of business totaled $1,063
as of December 31, 1998 and were collateralized by a corresponding amount of
cash equivalents.

                                      F-15
90
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7.  DEBT AND CAPITAL LEASE OBLIGATIONS

     Debt and capital lease obligations consist of the following:
DECEMBER 31,
                                                       -----------------     MARCH 31,
                                                        1997       1998        1999
                                                        ----       ----      ---------
                                                                            (UNAUDITED)
Notes payable........................................  $ 4,600    $   --      $    --
Capital lease obligations............................    4,717     4,010       27,799
                                                       -------    ------      -------
                                                         9,317     4,010       27,799
Less current portion.................................   (5,694)     (863)      (7,703)
                                                       -------    ------      -------
                                                       $ 3,623    $3,147      $20,096
                                                       =======    ======      =======
The Company issued a promissory note, dated December 1, 1997, to Sprint for
repayment of $4,600 previously classified as accounts payable. Monthly principal
payments are required from February 1998 through the note's maturity on
September 1, 1998. Interest accrued at a fixed rate of 9.75% per annum on the
unpaid principal balance and was payable monthly. The promissory note and
accrued interest were paid in full on May 1, 1998.

     The Company's capital leases as of December 31, 1998 were refinanced
effective January 1, 1999 and the current and long-term portions of such leases
have been classified in accordance with the new lease terms. See Note 8.

8.  LEASE COMMITMENTS

     The Company has entered into noncancellable operating leases for office
space in several locations in the United States. The leases have termination
dates through 2014 and require the payment of various operating costs including
condominium fees. Rental expense related to the leases for the years ended
December 31, 1996, 1997, 1998 and the three months ended March 31, 1998 and 1999
(unaudited) were $688, $733, $1,263, $215 and $720 respectively.

     Minimum lease payments for the next five years and thereafter are as
follows:
CAPITAL    OPERATING
YEAR ENDED DECEMBER 31,                                       LEASES      LEASES
-----------------------                                       -------    ---------
1999........................................................  $1,046      $ 2,680
2000........................................................   1,046        2,531
2001........................................................   1,042        2,344
2002........................................................     691        2,352
2003........................................................     691        2,347
Thereafter..................................................      --       24,456
                                                              ------      -------
Total minimum lease payments................................  $4,516      $36,710
                                                                          -------
Less imputed interest.......................................    (506)
                                                              ------
Present value of minimum lease payments.....................   4,010
Less current portion........................................    (863)
                                                              ------
Long-term capital lease obligations.........................  $3,147
                                                              ======
F-16
91
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Property and equipment under capital leases are as follows:
DECEMBER 31,
                                                     -----------------     MARCH 31,
                                                      1997      1998         1999
                                                      ----      ----       ---------
                                                                          (UNAUDITED)
Telecommunications equipment.......................  $3,837    $ 3,837      $23,786
Computer equipment and motor vehicles..............   1,527      1,527        5,364
                                                         --         55           55
                                                     ------    -------      -------
                                                      5,364      5,419       29,205
Less accumulated amortization......................    (515)    (1,701)      (2,309)
                                                     ------    -------      -------
                                                     $4,849    $ 3,718      $26,896
                                                     ======    =======      =======
In December 1998, the Company received an $81,000 commitment for equipment
lease financing for telecommunications equipment to be acquired through December
31, 1999. Depending on the type of equipment, the lease term will either be for
three or five years. All of the leases to be entered into will contain bargain
purchase options upon conclusion of the lease term. Leases were entered into as
of January 1, 1999 totaling $22,904 and included $3,986 for refinancing of
previously existing leases. Also included in the new lease financing was an
additional $3,462 received by the Company from the lessor for the sale and
leaseback of equipment acquired by the Company in 1998.

9.  INVESTMENT

     On March 23, 1999, the Company entered into a market development agreement
with NorthPoint Communications, Inc. ("NorthPoint") for a period of two years.
Under the terms of the agreement the Company will resell DSL products and
services to businesses currently reached by NorthPoint's infrastructure.
NorthPoint will provide co-marketing funds to launch this new service to the
Company's customers. In addition, the agreement contains certain volume
commitments that the Company must meet subject to non-usage charges at the end
of the term. The Company also made an equity investment of $2.5 million in
NorthPoint, which will be accounted for on a cost basis.

10.  STOCKHOLDERS' EQUITY

COMMON STOCK

     The certificate of incorporation of the Company authorizes the issuance of
up to 20,000,000 shares of $.01 par value common stock. There are 10,000,000
shares of common stock issued and outstanding and held of record by two
stockholders as of March 31, 1999. The holders of common stock are entitled to
receive dividends when and as dividends are declared by the Board of Directors
of the Company out of funds legally available therefor, provided that if any
shares of preferred stock are at the time outstanding, the payment of dividends
on the common stock or other distributions may be subject to the declaration and
payment of dividends on outstanding shares of preferred stock. Holders of common
stock are entitled to one vote per share on all matters submitted to a vote of
the stockholders, including the election of directors. Upon any liquidation,
dissolution or winding up of the affairs of the Company, whether voluntary or
involuntary, any assets remaining after the satisfaction in full of the prior
rights of creditors and the aggregate liquidation preference of any preferred
stock then outstanding will be distributed to the holders of common stock
ratably in proportion to the number of shares held by them. The common stock is
not publicly traded.

                                      F-17
92
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PREFERRED STOCK

     Under the certificate of incorporation of the Company, the Board of
Directors has the authority to issue up to 1,000,000 shares of $.01 par value
preferred stock from time to time in one or more series with such preferences,
terms and rights as the Board of Directors may determine without further action
by the stockholders of the Company. Accordingly, the Board of Directors has the
power to establish the provisions, if any, relating to dividends, voting rights,
redemption rates, sinking funds, liquidation preferences and conversion rights
for any series of preferred stock issued in the future. At December 31, 1998 and
March 31, 1999 (unaudited), there were 40,000 shares of 13.5% Series A
Cumulative Preferred Stock due 2009 outstanding, plus 1,814 and 3,226 shares to
be issued for paid-in-kind dividends, respectively.

COMMON STOCK DIVIDENDS

     On September 2, 1998, the Board of Directors of the Company issued a $5,000
dividend to its stockholders. Following receipt of the dividend, one stockholder
loaned the Company $1,875 (representing the distribution to that stockholder,
net of the estimated tax liability resulting from such distribution). Interest
accrues at prime rate. In accordance with an extension agreement, interest and
principal will be payable on June 30, 2001.

11.  PREFERRED STOCK ISSUANCE

     On September 3, 1998, the Company issued 40,000 shares of 13.5% Series A
Cumulative Preferred Stock due 2009, warrants to purchase, for $.01 per share,
310,000 shares of the Company's common stock ("Initial Warrants") and rights to
receive warrants to purchase 600,000 shares of the Company common stock at an
exercise price of $.01 per share ("Contingent Warrants"), resulting in proceeds
to the Company of $37,500, net of issuance costs of $2,500. The Contingent
Warrants entitle the holders of the preferred stock to receive annually,
beginning on September 1, 1999, warrants to purchase approximately 1.36 shares
of the Company's common stock for each share of preferred stock. The Warrants
vest on September 1, 2000, subject to acceleration upon the occurrence of
certain events. A total value of $4,359 was ascribed to the Initial Warrants,
net of issuance costs of $290, and was accounted for as a separate component of
stockholders' equity. The value ascribed to the Initial Warrants was recorded as
a discount to the preferred stock, which will be accreted to the preferred stock
balance over the period from date of issuance through the date of mandatory
redemption (September 1, 2009). The value ascribed to the Contingent Warrants
was de minimis. The Company will record a dividend for an amount equal to the
fair value of the warrants based upon future vesting.

12.  STOCK OPTION PLANS

     On July 15, 1998, the Company adopted the 1998 Stock Incentive Plan (the
"1998 Incentive Plan"). The 1998 Incentive Plan provides for the grant of
stock-based awards to employees, officers and directors of, and consultants or
advisors to, the Company. Under the 1998 Incentive Plan, the Company may grant
options that are intended to qualify as incentive stock options ("incentive
stock options") within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), options not intended to qualify as incentive
stock options ("non-statutory options"), restricted stock and other stock-based
awards. Incentive stock options may be granted only to employees of the Company
or its subsidiaries. A total of 1,400,000 shares of common stock may be issued
upon the exercise of options or other awards granted under the 1998 Incentive
Plan. The number of shares with respect to which awards may

                                      F-18
93
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

be granted to any employee under the 1998 Incentive Plan may not exceed 700,000
during any calendar year. The exercisability of options or other awards granted
under the 1998 Incentive Plan may, in certain circumstances, be accelerated in
connection with an Acquisition Event (as defined in the 1998 Incentive Plan).
Options and other awards may be granted under the 1998 Incentive Plan at
exercise prices that are equal to, less than or greater than the fair market
value of the Company's common stock, and the Board generally retains the
authority to reprice outstanding options. The 1998 Incentive Plan expires in
July 2008, unless sooner terminated by the Board.

     On July 15, 1998, the Company authorized the grant of a total of 741,140
options to purchase the Company's common stock at exercise prices at or above
the fair market value of the Company's common stock, as determined by its Board
of Directors. The options, when issued, will generally vest ratably over a
period of four years.

     On July 15, 1998, the Company adopted the 1998 Director Stock Option Plan
(the "Director Plan"). Under the terms of the Director Plan, 5,000 shares of
common stock will be granted to each non-employee director upon his or her
initial election to the Board of Directors. Annual options to purchase 2,500
shares of common stock will also be granted to each non-employee director on the
date of each annual meeting of stockholders, or on August 1 of each year if no
annual meeting is held by such date. Options granted under the Director Plan
prior to December 31, 1998 will vest in four equal annual installments beginning
on the first anniversary of the date of grant. The exercisability of these
options will be accelerated upon the occurrence of an Acquisition Event (as
defined in the Director Plan). The exercise price of options granted under the
Director Plan is equal to the fair market value of the common stock on the date
of grant. A total of 100,000 shares of common stock may be issued upon the
exercise of stock options granted under the Director Plan. Pursuant to the
Director Plan, on September 3, 1998, the two non-employee directors each
received an option to purchase 5,000 shares of common stock with an exercise
price of $15.00 per share.

     The Company elected to adopt the disclosure only provision of Statement of
Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock Based
Compensation", for stock based compensation issued to employees. The Company
accounts for its stock based compensation issued to employees under Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees" and,
in accordance with the recognition requirements set forth under this
pronouncement, no compensation expense was recognized in 1998.

     Stock option activity for the year ended December 31, 1998 and the three
months ended March 31, 1999 (unaudited) is as follows:
WEIGHTED-
                                                             NUMBER OF       AVERAGE
                                                              SHARES      EXERCISE PRICE
                                                             ---------    --------------
Shares under option, December 31, 1997.....................        --             --
Options granted............................................   751,140         $32.87
Options cancelled..........................................    (5,840)        $38.29
                                                              -------
Shares under option, December 31, 1998.....................   745,300         $32.82
Options granted............................................   144,126         $32.19
Options cancelled..........................................     9,035         $36.24
                                                              -------
Shares under option, March 31, 1999........................   880,391         $32.69
                                                              =======
F-19
94
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table summarizes information about the stock options
outstanding at March 31, 1999 (unaudited).
WEIGHTED-
                                   AVERAGE                           WEIGHTED-
                                  REMAINING         WEIGHTED-         AVERAGE
                   NUMBER      CONTRACTUAL LIFE      AVERAGE       FAIR VALUE AT
EXERCISE PRICE   OUTSTANDING       (YEARS)        EXERCISE PRICE    GRANT DATE
--------------   -----------   ----------------   --------------   -------------
$15.00         242,560            9.3             $15.00           $7.53
     30.00         337,693            9.3              30.00             .38
     50.00         300,138            9.3              50.00              --
                   -------
                   880,391            9.3             $32.69           $2.22
                   =======
At March 31, 1999, no options were exercisable and the Company had an
aggregate of 619,609 shares available for future grant under its Stock Incentive
Plan and Director Stock Option Plan.

     For disclosure purposes, the fair value of each stock option grant is
estimated on the date of grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions used for stock options granted in
1998 and 1999: no dividends or volatility, risk-free interest rate of 6.3% and
expected life of ten years for all grants. The weighted-average fair value of
the stock options granted in 1998 and the three months ended March 31, 1999 was
$1.92 and $3.75, respectively.

     Under the above model, the total value of stock options granted in 1998 and
the three months ended March 31, 1999 was $1,436 and $540, respectively, which
would be amortized ratably on a pro forma basis over the four-year option
vesting period.

     Had the company determined compensation expense for the stock-based
compensation plans in accordance with the fair value methodology prescribed by
SFAS 123, the Company's pro forma net loss and loss per share would have been:
YEAR ENDED       THREE MONTHS ENDED
                                                   DECEMBER 31, 1998     MARCH 31, 1999
                                                   -----------------   ------------------
                                                                          (UNAUDITED)
Pro forma net loss applicable to common
  stockholders...................................       $(6,556)            $(4,882)
                                                        =======             =======
Pro forma net loss per share -- basic and
  diluted........................................       $ (0.66)            $ (0.49)
                                                        =======             =======
13.  UNEARNED CREDITS

     In 1993 and 1994, the Company, through special sales promotions offered
through AT&T on three-year service contracts, received cash based on maintaining
annual sales commitment levels over a specific dollar amount. The total amounts
received from the AT&T promotions were initially amortized over the three-year
length of each contract, which approximated the achievement of required sales
commitment levels. During 1996, all contracts concluded or were terminated
without continuing liability to the Company. Upon termination, any remaining
unearned credits were recorded in income. Accordingly, all amounts were
amortized prior to 1997. Amortization of these credits included in revenue in
1996 was $1,810.

                                      F-20
95
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14.  INCOME TAXES

     The provision (credit) for income taxes consists of the following:
YEAR ENDED
                                                              DECEMBER 31, 1998
                                                              -----------------
Current taxes:
  Federal...................................................        $  --
  State.....................................................           55
                                                                    -----
          Total.............................................        $  55
Deferred taxes:
  Federal...................................................        $(880)
  State.....................................................        $ (81)
                                                                    -----
          Total.............................................        $(961)
                                                                    -----
Provision (credit) for income taxes.........................        $(906)
                                                                    =====
Deferred tax (assets) liabilities consist of the following:
DECEMBER 31, 1998
                                                              -----------------
Accrued expenses............................................       $   83
Allowance for doubtful accounts.............................          195
Net operating loss carryforwards............................        1,175
                                                                   ------
Deferred tax assets.........................................       $1,452
                                                                   ======
Depreciation................................................       $  491
                                                                   ------
Deferred tax liabilities....................................       $  491
                                                                   ======
The provision (credit) for income taxes differs from the amount computed by
applying the U.S. Federal income tax rate due to the following items:
YEAR ENDED
                                                              DECEMBER 31, 1998
                                                              -----------------
Tax at U.S. Federal income tax rate.........................       $(1,798)
State income taxes, net of U.S. Federal Income tax
  benefit...................................................            41
Recognition of deferred taxes upon Conversion from S Corp.
  to C Corp. ...............................................           349
Permanent timing differences................................            42
S Corp. loss................................................           470
                                                                   -------
                                                                   $  (906)
                                                                   =======
15.  NET INCOME (LOSS) PER SHARE

     The computations of basic and diluted earnings per common share are based
upon the weighted average number of common shares outstanding and potentially
dilutive securities. Potentially dilutive securities for the Company include
stock options and warrants.

     Pro forma net loss per share reflecting the Company's conversion from an S
Corporation to a C Corporation is presented using estimated effective income tax
rates and excludes a $480 tax provision for deferred payable recorded in the
third quarter of 1998 resulting from the conversion.

                                      F-21
96
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table sets forth the computation of basic and diluted income
(loss) per share:
THREE MONTHS
                                          YEAR ENDED DECEMBER 31,              ENDED MARCH 31,
                                    ------------------------------------   -----------------------
                                       1996         1997         1998         1998         1999
                                       ----         ----         ----         ----         ----
                                                                                 (UNAUDITED)
Net income (loss) applicable to
  Net Plus Corp. Common stock --
  basic and diluted...............  $    1,415   $   (3,191)  $   (6,388)  $       84   $   (4,771)
Shares used in net income (loss)
  per share -- basic and
  diluted.........................  10,000,000   10,000,000   10,000,000   10,000,000   10,000,000
                                    ==========   ==========   ==========   ==========   ==========
Net income (loss) per share
  applicable to common
  stockholders -- basic and
  diluted.........................  $     0.14   $    (0.32)  $    (0.64)  $     0.01   $    (0.48)
                                    ==========   ==========   ==========   ==========   ==========
Warrants for the purchase of 310,000 shares of common stock were not
included in the 1998 computations of diluted net income (loss) per share because
inclusion of such shares would have an anti-dilutive effect on net loss per
share, as the Company reported net losses in the respective 1998 periods.

     Stock options for the purchase of 745,300 shares of common stock were not
included in the 1998 computation of diluted net loss per share because the
exercise prices of those stock options are assumed to be at or above the average
fair value of the Company's common stock for 1998, and inclusion of such shares
would have an anti-dilutive effect on net loss per share.

     Warrants for the purchase of 310,000 shares and stock options for the
purchase of 880,391 shares of common stock were not included in the computation
of diluted net loss per share for the three months ended March 31, 1999 because
inclusion of such shares would have an anti-dilutive effect.

16.  COMPREHENSIVE INCOME

     Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income". This Statement
establishes new rules for the statement had no impact on the Company's net
income or stockholders' equity. There were no adjustments required to calculate
comprehensive income for 1997, 1998 or the three months ended March 31, 1999.

17.  SEGMENT INFORMATION

     In July 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures About Segments of an
Enterprise and Related Information" ("SFAS 131"), which is effective for fiscal
years beginning after December 15, 1997. The Company adopted SFAS 131 in 1998
and believes that it operates in one segment.

18.  SIGNIFICANT CUSTOMER

     During each of 1996 and 1997, the Company had one retail customer that
accounted for approximately 10% of the Company's revenue. During the year ended
December 31, 1998 and the three months ended March 31, 1998 and 1999
(unaudited), the Company had one wholesale customer that accounted for
approximately 13%, 16% and 9%, respectively, of the Company's revenue. No other
customer comprised greater than 10% of total revenue in these periods.

                                      F-22
97
                               NETWORK PLUS CORP.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

19.  MAJOR SUPPLIER

     The Company has an agreement with Sprint to provide switching and dedicated
voice and data services. At expiration or any time prior, the Company can seek
to renew all material aspects of the agreement with Sprint. In the event that
renewal does not occur, the Company may not be able to negotiate equally
beneficial terms with other major telecommunications companies. Should neither
of these alternatives be possible, there could be material adverse implications
for the Company's financial position and operations. Management's experience has
been to renegotiate agreements annually to ensure receiving competitive pricing,
and management believes the Company will be able to continue to renegotiate the
agreements. The current agreement was renegotiated, effective March 1999, and
will expire in February 2000.

20.  EMPLOYEE BENEFIT PLAN

     The Company sponsors a 401(k) and profit sharing plan (the "Plan") which is
open to all eligible employees under the Plan's provisions. The terms of the
Plan allow the Company to determine its annual profit sharing contribution.
There were no Company contributions to the Plan in 1996, 1997, 1998 or 1999.

21.  NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, Statement of Financial Accounting Standards No. 133 ("SFAS
133"), "Accounting for Derivative Instruments and Hedging Activities", was
issued, which establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. This statement is effective for the
quarters in the Company's fiscal year 2000. Had the Company implemented SFAS 133
in the current period, financial position and results of operations would not
have been affected.

                                      F-23
98

                                  UNDERWRITING

     Network Plus and the underwriters have entered into an underwriting
agreement with respect to the shares being offered. Subject to certain
conditions, each underwriter has severally agreed to purchase the number of
shares indicated in the following table. Goldman, Sachs & Co., Bear, Stearns &
Co. Inc., Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Wit Capital Corporation are the
representatives of the underwriters.
Number of
                        Underwriters                             Shares
                        ------------                            ---------
Goldman, Sachs & Co.........................................
Bear, Stearns & Co. Inc. ...................................
Donaldson, Lufkin & Jenrette Securities Corporation.........
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........
Wit Capital Corporation.....................................
                                                                --------
          Total.............................................
                                                                ========
If the underwriters sell more shares than the total number set forth in the
table above, they have an option to buy up to an additional
shares from Network Plus to cover such sales. They may exercise that option for
30 days. If any shares are purchased pursuant to this option, the underwriters
will severally purchase shares in approximately the same proportion as set forth
in the table above.

     The following tables show the per share and total underwriting discounts
and commissions to be paid to the underwriters by Network Plus. Such amounts are
shown assuming both no exercise and full exercise of the underwriters' option to
purchase additional shares.
Paid by Network Plus
                                  --------------------
                                                             No Exercise    Full Exercise
                                                             -----------    -------------
Per share..................................................   $               $
Total......................................................   $               $
Shares sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus. Any
shares sold by the underwriters to securities dealers may be sold at a discount
of up to $     per share from the initial public offering price. Any such
securities dealers may resell any shares purchased from the underwriters to
other brokers or dealers at a discount of up to $     per share from the initial
public offering price. If not all of the shares are sold at the initial offering
price, the representatives may change the offering price and the other selling
terms.

     Network Plus, its directors, officers and stockholders have agreed with the
underwriters not to dispose of or hedge any of their common stock or securities
convertible into or exchangeable for shares of common stock during the 180-day
period following the date of this prospectus, except with the prior written
consent of the representatives. This agreement does not apply to any existing
employee benefit plans. Please see "Shares Available for Future Sale" for a
discussion of certain transfer restrictions.

     Prior to this offering, there has been no public market for the common
stock of Network Plus. The initial public offering price will be negotiated
among Network Plus and the representatives. Among the factors to be considered
in determining the initial public offering price of the shares, in addition to
prevailing market conditions, will be Network Plus' historical performance,
estimates of the business potential and earnings prospects of Network Plus, an
assessment of Network Plus' management and the consideration of the above
factors in relation to market valuation of companies in related businesses.

                                       U-1
99

     Network Plus has applied for quotation of the common stock on the Nasdaq
National Market under the symbol "NPLS".

     In connection with this offering, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the common stock while
this offering is in progress.

     The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares sold
by or for the account of such underwriter in stabilizing or short covering
transactions.

     These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the common stock. As a result, the price of the
common stock may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued by the
underwriters at any time. These transactions may be effected on the Nasdaq
National Market, in the over-the-counter market or otherwise.

     The underwriters do not expect sales to discretionary accounts to exceed
five percent of the total number of shares offered.

     Network Plus estimates that its share of the total expenses of this
offering, excluding underwriting discounts and commission, will be approximately
$          .

     Network Plus has agreed to indemnify the several underwriters against
certain liabilities, including liabilities under the Securities Act.

                                       U-2
100

------------------------------------------------------
------------------------------------------------------

     No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the shares offered hereby, and only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.

                               ------------------

                               TABLE OF CONTENTS
Page
                                        ----
Prospectus Summary....................    3
Risk Factors..........................    9
Use of Proceeds.......................   21
Dividend Policy.......................   21
Capitalization........................   22
Dilution..............................   23
Selected Consolidated Financial
  Data................................   24
Management's Discussion and Analysis
  of Financial Condition and Results
  of Operations.......................   27
Business..............................   37
Government Regulation.................   54
Management............................   59
Certain Transactions..................   65
Principal Stockholders................   66
Description of Capital Stock..........   67
Description of Certain Indebtedness...   70
Shares Eligible for Future Sales......   71
Legal Matters.........................   72
     Experts..........................   72
Where You Can Find More Information...   72
Index to Financial Statements.........  F-1
Underwriting..........................  U-1
------------------

     Through and including             , 1999 (the 25th day after the date of
this prospectus), all dealers effecting transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to a dealer's obligation to deliver a prospectus
when acting as underwriter and with respect to an unsold allotment or
subscription.
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
                                     Shares

                               NETWORK PLUS CORP.

                                  Common Stock
                               ------------------
                              [NETWORK PLUS LOGO]
                               ------------------
                              GOLDMAN, SACHS & CO.

                            BEAR, STEARNS & CO. INC.
                          DONALDSON, LUFKIN & JENRETTE
                              MERRILL LYNCH & CO.
                            WIT CAPITAL CORPORATION
------------------------------------------------------
------------------------------------------------------
101

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth the various expenses, all of which will be
borne by the Registrant, in connection with the sale and distribution of the
securities being registered. All amounts shown are estimates except for the
Securities and Exchange Commission filing fee and the NASD filing fee.
SEC registration fee........................................  $39,363
NASD filing fee.............................................   14,875
Nasdaq National Market listing fee..........................     *
Blue sky fees and expenses..................................     *
Transfer Agent and Registrar fees...........................     *
Accounting fees and expenses................................     *
Legal fees and expenses.....................................     *
Printing and mailing expenses...............................     *
Miscellaneous...............................................     *
                                                              -------
          Total.............................................  $  *
                                                              =======
------------------------
* To be added by amendment.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may, in advance of the final action of any civil, criminal,
administrative or investigative action, suit or proceeding, pay the expenses
(including attorneys' fees) incurred by any officer, director, employee or agent
in defending such action, provided that the director or officer undertakes to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation. A corporation may indemnify such
person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     A Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation to procure a judgment in its favor under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses (including attorneys' fees) which he or she actually
and reasonably incurred in connection therewith. The indemnification provided is
not deemed to be exclusive of any other rights to which an officer or director
may be entitled under any corporation's by-law, agreement, vote or otherwise.

                                      II-1
102

     In accordance with Section 145 of the DGCL, Article Eighth of our
Certificate of Incorporation (the "Certificate") and our By-laws (the "By-laws")
provide that we shall indemnify each person who is or was a director, officer or
employee of the Company (including the heirs, executors, administrators or
estate of such person) or is or was serving at the our request as director,
officer or employee of another corporation, partnership, joint venture, trust or
other enterprise, to the fullest extent permitted under subsections 145(a), (b),
and (c) of the DGCL or any successor statute. The indemnification provided by
the Certificate and the By-laws shall not be deemed exclusive of any other
rights to which any of those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. We will pay expenses (including attorneys'
fees) incurred in defending a civil, criminal, administrative or investigative
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
indemnified person to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by us. The Certificate further
provides that a director of the Company shall not be personally liable to us or
our stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to us or our stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit. If the DGCL is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Company shall be
eliminated or limited to the fullest extent permitted by the DGCL as so amended.

     We have obtained insurance on behalf of our directors, officers, employees
and agents against any liabilities asserted against such persons arising out of
such capacities.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES

     Set forth below in chronological order is certain information regarding
securities issued by the Registrant since inception.

     1.  Upon its inception in July 1998, the Registrant issued 5,000,000 shares
of Common Stock to each of Robert T. Hale and Robert T. Hale, Jr., in exchange
for all of the issued and outstanding shares of Common Stock of Network Plus,
Inc.

     2.  In September 1998, the Registrant issued 40,000 Units, each consisting
of one share of 13.5% Series A Cumulative Preferred Stock due 2009 and 7.75
Initial Warrants and 15 Continent Warrants, each to purchase one share of Common
Stock, for an aggregate purchase price of $40,000,000. The initial purchasers
were Goldman, Sachs & Co., Lehman Brothers Inc, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, who received a purchase price discount of 3.25% for
acting as underwriters in connection therewith.

     Since inception, the Registrant has granted stock options to employees,
directors and consultants to purchase an aggregate of 880,391 shares of Common
Stock with exercise prices ranging from $15.00 to $50.00 per share.

     The securities issued in the foregoing transactions were offered and sold
in reliance upon exemptions set forth in Sections 3(b) and 4(2) of the
Securities Act, or regulations promulgated thereunder, relating to sales by an
issuer not involving a public offering. In the case of certain options to
purchase shares of Common Stock, such offers and sales were made in reliance
upon an exemption from registration under Rule 701 of the Securities Act. Except
as noted above, no underwriters or placement agents were involved in the
foregoing sales of securities.
                                      II-2
103

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) Exhibits
EXHIBIT
NO.                                    DESCRIPTION
-------                                -----------
1++      --   Form of Underwriting Agreement.
 3.1*     --   Certificate of Incorporation.
 3.2*     --   Certificate of Designation of the Series A preferred stock.
 3.3*     --   By-laws.
 3.4++    --   Form of Certificate of Amendment to Certificate of
               Incorporation, as will be in effect following the
               effectiveness of this Registration Statement.
 3.5++    --   Form of Amended and Restated Certificate of Incorporation,
               as will be in effect following the closing of the offering.
 3.6++    --   Form of Amended and Restated By-laws, as will be in effect
               upon the closing of the offering.
 4.1*     --   Exchange and Registration Rights Agreement dated as of
               September 1, 1998 between Network Plus and Goldman, Sachs &
               Co., Lehman Brothers Inc., and Merrill Lynch, Pierce, Fenner
               & Smith Incorporated.
 4.2*     --   Purchase Agreement dated as of September 1, 1998 between
               Network Plus and Goldman, Sachs & Co., Lehman Brothers Inc.,
               and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
 4.3++    --   Form of Common Stock Certificate.
 5++      --   Opinion of Hale and Dorr LLP.
10.1*     --   1998 Stock Incentive Plan.
10.2++    --   1998 Director Stock Option Plan, as amended.
10.3+*    --   Resale Solutions Switched Services Agreement dated as of
               June 21, 1998 between Network Plus, Inc. and Sprint
               Communications Company L.P.
10.4+*    --   Agreement for the Provision of Fiber Optic Facilities and
               Services dated as of July 17, 1998 between Network Plus,
               Inc. and Northeast Optic Network, Inc.
10.5+*    --   IRU Agreement dated as of July 17, 1998 between Network
               Plus, Inc. and Qwest Communications Corporation.
10.6*     --   Net Lease by and between Network Plus Realty Trust,
               Landlord, and Network Plus, Inc., Tenant, dated July 1,
               1993.
10.7*     --   Interconnection Agreement Under Sections 251 and 252 of the
               Telecommunications Act of 1996, dated September 4, 1998, by
               and between New England Telephone and Telegraph Company
               d/b/a Bell Atlantic -- Massachusetts and Network Plus Inc.
10.8++    --   Loan and Security Agreement dated October 7, 1998 by and
               between Network Plus, Inc. as Borrower, Goldman Sachs Credit
               Partners L.P. and Fleet National Bank as Lenders, Fleet
               National Bank as Agent and Goldman Sachs Credit Partners
               L.P. as Syndication and Arrangement Agent, as amended.
10.9+*    --   Master Lease Agreement, dated as of August 8, 1997, between
               Chase Equipment Leasing, Inc. and Network Plus, Inc., as
               amended.
10.10++   --   Form of Stock Option Agreement under 1998 Director Stock
               Option Plan.
10.11++   --   Form of Incentive Stock Option Agreement under 1998 Stock
               Incentive Plan.
10.12**   --   Master Agreement, dated December 30, 1998, by and between
               Comdisco, Inc. and Network Plus, Inc., along with Product
               Supplement dated December 30, 1998, Addendum dated December
               30, 1998, and Guarantee of Network Plus Corp. dated December
               30, 1998.
10.13#    --   xDSL Joint Market Development Agreement dated as of March
               23, 1999 by and between NorthPoint Communications, Inc. and
               Network Plus, Inc.
10.14++   --   Employment Agreement dated February 1, 1999 by and between
               Network Plus, Inc. and George Alex.
10.15     --   Letter Agreement dated April 20, 1999 by and between Network
               Plus, Inc. and Joseph J. Larizza.
II-3
104
EXHIBIT
NO.                                    DESCRIPTION
-------                                -----------
10.16     --   Letter Agreement, dated July 16, 1998, by and between
               Network Plus, Inc. and Joseph Haines.
10.17     --   Letter Agreement, dated July 15, 1998, by and between
               Network Plus, Inc. and Michael F. Oyster.
12*       --   Ratio of Earnings to Fixed Charges.
21*       --   Subsidiaries of the Registrant.
23.1      --   Consent of PricewaterhouseCoopers LLP.
23.2++    --   Consent of Hale and Dorr LLP (included in their opinion
               filed as Exhibit 5).
24        --   Power of Attorney (included on the signature page to the
               Registration Statement).
---------------
 * Incorporated by reference to the Company's Registration Statement on Form S-1
   (File No. 333-64633).

** Incorporated by reference to the Company's Annual Report on Form 10-K filed
   on March 30, 1999.

+ Confidential treatment granted as to certain portions.

# Confidential treatment requested as to certain portions.

++ To be filed by amendment.

     (b) Financial Statement Schedules:

SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
BALANCE     ADDITIONS
                                               AT        CHARGES TO    DEDUCTIONS
                                            BEGINNING    COSTS AND        FROM        BALANCE AT END
DESCRIPTION                                 OF PERIOD     EXPENSES     RESERVES(1)      OF PERIOD
-----------                                 ---------    ----------    -----------    --------------
Allowance for doubtful accounts:
Three Months Ended March 31, 1999
  (unaudited).............................    $513         $  911        $  252           $1,172
Year Ended December 31, 1998..............    $926         $1,931        $2,344           $  513
Year Ended December 31, 1997..............    $850         $4,104        $4,028           $  926
Year Ended December 31, 1996..............    $500         $1,102        $  752           $  850
---------------
(1) Write-off of bad debts less recoveries.

     All other schedules have been omitted because they are not applicable or
not required or the required information is included in the financial statements
or notes thereto.

ITEM 17.  UNDERTAKINGS

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of registrants
pursuant to the provisions described under Item 14 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to court of appropriate jurisdiction the question

                                      II-4
105

whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

     The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the purchase agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

     The undersigned registrant hereby further undertakes that:

          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
     497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

                                      II-5
106

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement on Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Quincy, State of
Massachusetts, on May 27, 1999.

                                          NETWORK PLUS CORP.

                                          By: /s/ JAMES J. CROWLEY
                                            ------------------------------------
                                              James J. Crowley
                                              Executive Vice President, Chief
                                              Operating Officer and Secretary

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Network Plus Corp. hereby
severally constitute and appoint Robert T. Hale, Jr., James J. Crowley, George
Alex and Jeffrey N. Carp, and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, the Registration Statement on Form S-1
filed herewith and any and all pre-effective and post-effective amendments to
said Registration Statement, and any subsequent Registration Statement for the
same offering which may be filed under Rule 462(b), and generally to do all such
things in our names and on our behalf in our capacities as officers and
directors to enable Network Plus Corp. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto or to any subsequent Registration Statement
for the same offering which may be filed under Rule 462(b).

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-1 has been signed below by the following
persons, in the capacities indicated, as of May 27, 1999.
NAME                                               TITLE
                          ----                                               -----
/s/ ROBERT T. HALE                                        Chairman of the Board
--------------------------------------------------------
Robert T. Hale

/s/ ROBERT T. HALE, JR.                                   President, Chief Executive Officer and
--------------------------------------------------------  Director (Principal Executive Officer)
Robert T. Hale, Jr.

/s/ JAMES J. CROWLEY                                      Executive Vice President, Chief Operating
--------------------------------------------------------  Officer, Secretary and Director
James J. Crowley

/s/ GEORGE ALEX                                           Executive Vice President of Finance, Chief
--------------------------------------------------------  Financial Officer and Treasurer (Principal
George Alex                                               Financial and Accounting Officer)

/s/ DAVID MARTIN                                          Director
--------------------------------------------------------
David Martin

/s/ JOSEPH C. MCNAY                                       Director
--------------------------------------------------------
Joseph C. McNay
II-6
107

                 REPORT OF INDEPENDENT ACCOUNTS ON SCHEDULE II

To the Board of Directors and
Stockholders of Network Plus Corp.

     Our report on the consolidated financial statements of Network Plus Corp.
is included in this Registration Statement. In connection with our audits of
such financial statements, we have also audited the related financial statement
schedule listed in Item 16(b) of this Registration Statement.

     In our opinion, the financial statement referred to above, when considered
in relation to the basic financial statements as a whole, presents fairly, in
all material respects, the information required to be included therein.

PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
March 17, 1999

                                       S-1