1 EXHIBIT 4.3 FORM OF SPECIMEN CERTIFICATE OF SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF THE REGISTRANT UPON THE CLOSING OF THIS OFFERING [FRONT SIDE OF CERTIFICATE] [Network Plus logo] NETWORK PLUS CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK COMMON STOCK Number NP Shares SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 64122D [___] [___] This certifies that is the owner of FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF NETWORK PLUS CORP. transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued under and subject to the laws of the State of Delaware and to the Certificate of Incorporation and By-Laws of the Corporation, all as in effect from time to time. The certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: [corporate seal and signatures of President, Treasurer and Secretary] [RIGHT COLUMN OF FRONT SIDE OF CERTIFICATE] Countersigned and Registered: AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK, N.Y.), Transfer Agent and Registrar By AUTHORIZED SIGNATURE 2 [BACK SIDE OF STOCK CERTIFICATE] NETWORK PLUS CORP. The corporation has more than one class of stock authorized to be issued. The corporation will furnish without charge to each stockholder upon written request a copy of the full text of the preferences, voting powers, qualifications and special and relative rights of shares of each class or series of stock authorized to be issued by the corporation as set forth in the Certificate of Incorporation of the Corporation and any amendments thereto filed with the Secretary of State of Delaware. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- (Cust) Custodian (Minor) under Uniform Gifts to Minors Act (State) UNIF TRF MIN ACT -- (Cust) Custodian (until age __) (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, _____________ hereby sell, assign, and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE. (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) _______ Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _____________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated: _______________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 3 SIGNATURE(S) GUARANTEED: -------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.