6% SERIES G CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT

         STOCK  SUBSCRIPTION  AGREEMENT,  dated as of  December  30,  1999  (the
"Agreement"),  among the entities listed on Schedule A annexed hereto  (referred
to as the "Investor" or "Investors") and OBJECTSOFT CORPORATION (Nasdaq SmallCap
Stock Market Symbol "OSFT"), a corporation organized and existing under the laws
of the State of Delaware (the "Company").

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions  contained herein,  the Company shall issue and sell to the Investors
and the Investors  shall  purchase (i) up to  $2,500,000  in aggregate  value of
Preferred Stock (as defined  below),  and (ii) Warrants to purchase an aggregate
of up to 250,000 Warrant Shares (as defined below); and

         WHEREAS,  such investments will be made in reliance upon the provisions
of Section 4(2) ("Section 4(2)") and Regulation D ("Regulation D") of the United
States  Securities  Act of 1933,  as amended,  and the  regulations  promulgated
thereunder  (the  "Securities  Act"),  or upon  such  other  exemption  from the
registration requirements of the Securities Act as may be available with respect
to any or all of the investments in Common Stock to be made hereunder.

         NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

                               CERTAIN DEFINITIONS

         Section  1.1.  "Capital  Shares"  shall mean the  Common  Stock and any
shares of any other class of common stock  whether now or hereafter  authorized,
having the right to  participate in the  distribution  of earnings and assets of
the Company.

         Section 1.2.  "Capital Shares  Equivalents"  shall mean any securities,
rights,  or obligations that are convertible into or exchangeable for, or giving
any right to subscribe  for, any Capital  Shares of the Company or any warrants,
options or other rights to subscribe for or purchase  Capital Shares or any such
convertible or exchangeable securities.

         Section 1.3.  "Certificate  of  Designation"  shall mean the  Company's
Certificate  of  Designation  setting  forth all of the rights,  privileges  and
preferences of the Series G Preferred Stock, as annexed hereto as Exhibit A.


<PAGE>

         Section 1.4. "Closing" shall mean each closing of the purchase and sale
of each  tranche of the  Preferred  Stock and  Warrants  pursuant  to Article II
herein.

         Section  1.5.  "Closing  Date"  shall mean,  with  respect to the first
tranche, the Subscription Date, and with respect to the second tranche, February
1, 2000.

         Section 1.6.  "Commitment Amount" shall mean up to the $2,500,000 which
the  Investors  have agreed to provide to the  Company in order to purchase  the
Preferred  Shares and  Warrants  pursuant  to the terms and  conditions  of this
Agreement.

         Section 1.7.  "Common Stock" shall mean the Company's common stock, par
value $0.0001 per share.

         Section 1.8. "Damages" shall mean any loss, claim,  damage,  liability,
costs and  expenses  which  shall  include,  but not be limited  to,  reasonable
attorney's  fees,  disbursements,  costs and  expenses of expert  witnesses  and
investigation.

         Section  1.9.  "Effective  Date"  shall  mean the date on which the SEC
first declares effective a Registration  Statement(s)  registering the resale of
the Underlying Shares and Warrant Shares.

         Section 1.10.  "Escrow  Agent" shall mean the law firm of Parker Chapin
Flattau & Klimpl,  LLP,  pursuant to the terms of the Escrow  Agreement  annexed
hereto as Exhibit C.

         Section 1.11.  "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

         Section 1.12.  "First Tranche  Investors"  shall mean all the Investors
other than The Second Tranche Investor.

         Section 1.13. "Legend" shall have the meaning set forth in Section 8.1.

         Section 1.14.  "Material  Adverse  Effect" shall mean any effect on the
business,  operations,  properties,  prospects,  or  financial  condition of the
Company  that is material  and adverse to the Company and its  subsidiaries  and
affiliates, taken as a whole, and/or any condition,  circumstance,  or situation
that would  prohibit or  otherwise in any material  respect  interfere  with the
ability of the Company to enter into and perform  any of its  obligations  under
this Agreement,  the Registration  Rights Agreement,  the Escrow Agreement,  the
Certificate of Designation or the Warrants in any material respect.

         Section 1.15. "NASD" shall mean the National  Association of Securities
Dealers, Inc.

         Section  1.16.  "Outstanding"  when  used with  reference  to shares of
Common Stock,  Preferred  Stock or Capital Shares  (collectively  the "Shares"),
shall  mean,  at any  date  as of  which  the  number  of such  Shares  is to be
determined, all issued and outstanding Shares, and shall include all such Shares
issuable  in  respect  of  outstanding  scrip or any  certificates  representing
fractional interests in such Shares; provided, however, that "Outstanding" shall
not mean any such Shares then directly or indirectly owned or held by or for the
account of the Company.


                                      -2-
<PAGE>

         Section 1.17.  "Person"  shall mean an  individual,  a  corporation,  a
partnership,  an  association,  a limited  liability  company,  a trust or other
entity or  organization,  including a government or political  subdivision or an
agency or instrumentality thereof.

         Section  1.18.  "Placement  Agent"  shall mean  Intercoastal  Financial
Services Corp.

         Section  1.19.  "Preferred  Stock"  shall mean the  Company's  Series G
Preferred Stock with the rights, privileges and preferences, as set forth in the
Certificate of Designation attached hereto as Exhibit A.

         Section 1.20. "Principal Market" shall mean The Nasdaq National Market,
or The Nasdaq SmallCap  Market,  whichever is at the time the principal  trading
exchange or market for the Common Stock.

         Section  1.21.  "Purchase  Price"  shall  mean an  amount  equal to the
"Purchase  Price"  of  each  share  of  Preferred  Stock,  as set  forth  in the
Certificate of Designation.

         Section 1.22. "Registrable Securities" shall mean the Underlying Shares
and the  Warrant  Shares  (i) in  respect  of which the  Registration  Statement
(covering  these  securities)  has not been declared  effective by the SEC, (ii)
which have not been sold under  circumstances  under which all of the applicable
conditions  of Rule 144 (or any  similar  provision  then in  force)  under  the
Securities  Act  ("Rule  144")  are met,  (iii)  which  have not been  otherwise
transferred to holders who may trade such shares without  restriction  under the
Securities  Act,  and (iv) the sales of which,  in the opinion of counsel to the
Company,  are subject to any time, volume or manner limitations pursuant to Rule
144 (or any similar provision then in effect) under the Securities Act.

         Section 1.23.  "Registration Rights Agreement" shall mean the agreement
regarding  the  filing  of the  Registration  Statement  for the  resale  of the
Registrable  Securities,  entered into between the Company and the  Investors on
the Subscription Date annexed hereto as Exhibit B.

         Section  1.24.  "Registration  Statement"  shall  mean  a  registration
statement  on Form S-3 (if use of such  form is then  available  to the  Company
pursuant to the rules of the SEC and, if not, on such other form  promulgated by
the SEC for which the Company then  qualifies  and which counsel for the Company
shall deem appropriate,  and which form shall be available for the resale of the
Registrable  Securities  to be  registered  thereunder  in  accordance  with the
provisions  of  this  Agreement,  the  Registration  Rights  Agreement,  and the
Warrants and in  accordance  with the intended  method of  distribution  of such
securities),  for  the  registration  of the  resale  by the  Investors  and the
Placement Agent of the Registrable Securities under the Securities Act.

         Section  1.25.  "Regulation  D" shall have the meaning set forth in the
recitals of this Agreement.

         Section  1.26.  "SEC"  shall  mean the  U.S.  Securities  and  Exchange
Commission.

         Section 1.27. "Second Tranche Investor" shall mean The Acqua Wellington
Small Cap Value Fund, Ltd.


                                      -3-
<PAGE>

         Section  1.28.  "Section  4(2)" shall have the meaning set forth in the
recitals of this Agreement.

         Section  1.29.   "Securities"  shall  mean  the  Preferred  Stock,  the
Underlying Shares and the Warrant Shares.

         Section 1.30.  "Securities Act" shall have the meaning set forth in the
recitals of this Agreement.

         Section 1.31.  "SEC  Documents"  shall mean the  Company's  latest Form
10-KSB  (and all  amendments  thereto)  as of the time in  question,  all  Forms
10-QSB, all Forms 8-K filed thereafter,  and the Proxy Statements for its latest
fiscal  year as of the time in  question  and for all  special  Meetings  of the
stockholders of the Company,  and all subsequent  filings until such time as the
Company  no  longer  has  an  obligation  to  maintain  the  effectiveness  of a
Registration Statement as set forth in the Registration Rights Agreement.

         Section  1.32.  "Subscription  Date"  shall mean the date on which this
Agreement and all Exhibits and attachments hereto, are executed and delivered by
the  parties  hereto and all of the  conditions  relating  to the first  tranche
purchase of the Preferred Stock shall have been fulfilled.

         Section 1.33.  "Trading Day" shall mean any day during which The Nasdaq
Stock Market, Inc. shall be open for business.

         Section 1.34. "Underlying Shares" shall mean all shares of Common Stock
or other securities  issued or issuable  pursuant to conversion of the Preferred
Stock or exercise of the Warrants.

         Section  1.35.  "Warrants"  shall mean the Warrants  issued in the form
attached hereto as Exhibit D.

         Section 1.36. "Warrant Shares" shall mean all shares of Common Stock or
other securities issued or issuable pursuant to the exercise of the Warrants.

                                   ARTICLE II

                PURCHASE AND SALE OF PREFERRED STOCK AND WARRANTS

         Section  2.1.  Preferred  Stock.  The  Company  agrees  to sell and the
Investors  agree to  purchase,  in two or more  tranches,  as agreed upon by the
Company and the  Investors,  up to an aggregate  principal  amount of $2,500,000
principal  amount of Series G Preferred Stock as set forth in (a) and (b) below.
The number of shares of Common Stock  issuable upon  conversion of the Preferred
Stock shall be  determined  by dividing  $2,500,000  by the  conversion  formula
contained in the Certificate of Designation.


                                      -4-
<PAGE>

                    (a)  First  Tranche.   The  First  Tranche  Investors  shall
purchase (pro rata) an aggregate principal amount of $2,000,000 principal amount
of  Preferred  Stock  on the  Subscription  Date  upon the  satisfaction  of the
following  conditions:

                              (i)  delivery  into  escrow by the  Company  of an
                              aggregate   principal   amount  of  $2,000,000  of
                              original  Preferred Stock, as more fully set forth
                              in the Escrow Agreement attached hereto as Exhibit
                              C;

                              (ii) the Investors  shall have received an opinion
                              of  counsel  of the  Company  as set forth in this
                              Agreement;

                              (iii) the Investors  shall have received a copy of
                              the  filed  Certificate  of  Designation  and  any
                              amendments thereto;

                              (iv) the Company  shall have  obtained all permits
                              and  qualifications  required by any state for the
                              offer and sale of the  Preferred  Stock,  or shall
                              have the availability of exemptions therefrom.  To
                              the knowledge of the Company,  the offer, sale and
                              issuance of the  Preferred  Stock shall be legally
                              permitted by all laws and regulations to which the
                              Company is subject;

                              (v) the Company  shall have  performed,  satisfied
                              and  complied in all  material  respects  with all
                              covenants,  agreements and conditions  required by
                              this  Agreement  and  all  Exhibits  hereto,   the
                              Certificate of Designation,  the Escrow Agreement,
                              the   Registration   Rights   Agreement   and  the
                              Warrants,  to be performed,  satisfied or complied
                              with  by  the   Company   at  or   prior   to  the
                              Subscription Date;

                              (vi)  no  statute,  rule,  regulation,   executive
                              order,  decree,  ruling or  injunction  shall have
                              been enacted, entered,  promulgated or endorsed by
                              any court or  governmental  authority of competent
                              jurisdiction   that   prohibits  or  directly  and
                              adversely   affects   any  of   the   transactions
                              contemplated by this Agreement,  and no proceeding
                              shall have been commenced that may have the effect
                              of prohibiting  or adversely  affecting any of the
                              transactions contemplated by this Agreement;

                              (vii)  since the date of  filing of the  Company's
                              most recent SEC Document,  no event that had or is
                              reasonably  likely  to  have  a  Material  Adverse
                              Effect has occurred;

                              (viii)  the  trading  of the  Common  Stock is not
                              suspended by the SEC or the Principal Market,  and
                              the  Common  Stock  shall have been  approved  for
                              listing  or  quotation  on and shall not have been


                                      -5-
<PAGE>

                              delisted from the Principal  Market.  The issuance
                              of the  Securities  with respect to the Closing of
                              the   Preferred   Stock   shall  not  violate  the
                              stockholder  approval or other requirements of the
                              Principal  Market or the NASD.  The Company  shall
                              not have been contacted by the NASD concerning the
                              delisting  of the  Common  Stock on the  Principal
                              Market,   and  the  Company  currently  meets  all
                              listing  requirements during the thirty day period
                              immediately preceding the Closing Date; and

                              (ix) the  representations  and  warranties  of the
                              Company set forth in this Agreement  shall be true
                              and correct in all material respects (except as to
                              representations   and   warranties,   or  portions
                              thereof,  which by their  terms are  subject  to a
                              materiality  or  similar  standard,  in which case
                              such  representations and warranties shall be true
                              and correct) as of the date of this  Agreement and
                              as of the Subscription  Date as though made on and
                              as  of  the   Subscription   Date   (except   that
                              representations and warranties that by their terms
                              speak  as of the  date of this  Agreement  or some
                              other  date shall be true and  correct  only as of
                              such date) and the Investors shall have received a
                              certificate,  dated the Subscription  Date, signed
                              by an  officer  on behalf of the  Company  to such
                              effect.

                    (b)  Second  Tranche.  The  Second  Tranche  Investor  shall
purchase an aggregate principal amount of $500,000 principal amount of Preferred
Stock on  February  1, 2000 upon  delivery  into  escrow  by the  Company  of an
aggregate  principal  amount of $500,000 of original  Preferred  Stock,  as more
fully set forth in the  Escrow  Agreement  attached  hereto as Exhibit C.

         Section 2.2. Warrants.  On each Closing Date, the Company will issue to
the  Investors  Warrants,   exercisable  beginning  on  each  Closing  Date  and
exercisable  thereafter  any time over the five-year  period  subsequent to each
Closing Date, to purchase an aggregate of 250,000 Warrant Shares  (allocated pro
rata with respect to each  Investor)  at the  Exercise  Price (as defined in the
Warrant).  The Warrants  shall be delivered by the Company to the Escrow  Agent,
and delivered to the Investors  pursuant to the terms of this  Agreement and the
Escrow Agreement.  The Warrant Shares shall be registered for resale pursuant to
the Registration Rights Agreement.

                                  ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

         Each  of  the  Investors  severally  (as to  itself)  and  not  jointly
represents and warrants to the Company that:

         Section 3.1. Intent.  Such Investor is entering into this Agreement for
its own account and has no present arrangement  (whether or not legally binding)
at any time to sell the Securities


                                      -6-
<PAGE>

to or  through  any  person or  entity;  provided,  however,  that by making the
representations  herein,  such  Investor  does  not  agree  to  hold  any of the
Securities  for any minimum or other  specific  term and  reserves  the right to
dispose of the  Securities  at any time in  accordance  with  federal  and state
securities laws applicable to such disposition.

         Section 3.2. Sophisticated  Investor.  Such Investor is a sophisticated
investor (as described in Rule  506(b)(2)(ii) of Regulation D) and an accredited
investor (as defined in Rule 501 of  Regulation  D), and such  Investor has such
experience  in business and  financial  matters that it is capable of evaluating
the  merits  and  risks  of an  investment  in  the  Securities.  Such  Investor
acknowledges  that an investment in the Common Stock is speculative and involves
a high degree of risk. Such Investor has the ability to fund the purchase of the
Preferred  Stock and Warrants,  hold the Preferred Stock and the Warrants for an
indefinite  period of time and is in a  financial  position  to risk loss of its
entire investment contemplated hereby.

         Section 3.3.  Authority.  This  Agreement has been duly  authorized and
validly  executed  and  delivered  by such  Investor  and is a valid and binding
agreement of such Investor  enforceable against it in accordance with its terms,
subject to applicable  bankruptcy,  insolvency,  or similar laws relating to, or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other equitable principles of general application.

         Section  3.4.  Not an  Affiliate.  Such  Investor  is  not an  officer,
director or  "affiliate"  (as that term is defined in Rule 405 of the Securities
Act) of the Company.

         Section  3.5.   Organization  and  Standing.   Such  Investor  is  duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of the
countries and/or states of their incorporation or organization.

         Section 3.6.  Absence of Conflicts.  The execution and delivery of this
Agreement and any other document or instrument executed in connection  herewith,
and the consummation of the transactions  contemplated  hereby and thereby,  and
compliance  with the  requirements  thereof,  will not  violate  any law,  rule,
regulation,  order, writ, judgment,  injunction, decree or award binding on such
Investor,  or, to the  Investor's  knowledge,  (a) violate any  provision of any
indenture,  instrument  or  agreement  to which such  Investor  is a party or is
subject,  or by which such Investor or any of its assets is bound;  (b) conflict
with or constitute a material default thereunder;  (c) result in the creation or
imposition of any lien pursuant to the terms of any such  indenture,  instrument
or agreement, or constitute a breach of any fiduciary duty owed by such Investor
to any third party;  or (d) require the approval of any  third-party  (which has
not been obtained)  pursuant to any material  contract,  agreement,  instrument,
relationship  or legal  obligation to which such Investor is subject or to which
any of its assets, operations or management may be subject.

         Section  3.7.  Disclosure;  Access to  Information.  Such  Investor has
received all documents,  records,  books and other information pertaining to its
investment  in the  Company  that  has been  requested  thereof,  including  the
opportunity  to ask questions of, and receive  answers  from,  the Company.  The
Company is subject to the periodic  reporting  requirements of the Exchange Act,
and such Investor has reviewed or received  copies of any such reports that have
been  requested  by it.  Such  Investor  represents  that  it has  reviewed  the
Company's (i) Form


                                      -7-
<PAGE>

10-KSB for the year ended December 31, 1997, (ii) Form 10-KSB for the year ended
December  31, 1998,  (iii) Forms  10-QSB for the quarters  ended March 31, 1999,
June 30, 1999 and September 30, 1999, (iv) prospectuses dated February 24, 1999,
April 30, 1999 and  September  30,  1999,  (iv)  Post-Effective  Amendment  to a
Registration  Statement on Form SB-2 dated May 20, 1999 and (v) Current  Reports
on Forms 8-K filed January 15, 1999 and March 23, 1999.

         Section 3.8.  Manner of Sale.  At no time was such  Investor  presented
with or  solicited  by or  through  any  leaflet,  public  promotional  meeting,
television   advertisement  or  any  other  form  of  general   solicitation  or
advertising in connection with the offer and sale of the Securities.

         Section 3.9.  Registration  or Exemption  Requirements.  Such  Investor
further acknowledges and understands that the Securities may not be transferred,
resold or otherwise  disposed of except in a  transaction  registered  under the
Securities Act and any applicable  state securities laws, or unless an exemption
from  such  registration  is  available.  Such  Investor  understands  that  the
certificate(s)  evidencing these Securities will be imprinted with a legend that
prohibits  the transfer of these  Securities  unless (i) they are  registered or
such  registration  is not required,  and (ii) if the transfer is pursuant to an
exemption from registration other than Rule 144 under the Securities Act and, if
the  Company  shall so request  in  writing,  an  opinion of counsel  reasonably
satisfactory to the Company is obtained to the effect that the transaction is so
exempt.  Such Investor  understands  that the  Preferred  Stock and Warrants are
being  offered  and  sold in  reliance  on  transactional  exemptions  from  the
registration  requirements  of federal  and state  securities  laws and that the
Company  is  relying  upon  the  truth  and  accuracy  of  the  representations,
warranties, agreements,  acknowledgments and understandings of such Investor set
forth herein in order to determine the  applicability of such exemptions and the
suitability of such Investor to acquire the Preferred Stock and Warrants.

         Section  3.10.  No  Legal,  Tax or  Investment  Advice.  Such  Investor
understands  that nothing in this Agreement or any other materials  presented to
such  Investor  in  connection  with the  purchase  and  sale of the  Securities
constitutes  legal, tax or investment  advice.  Such Investor has relied on, and
has consulted with, such legal, tax and investment advisors as such Investor, in
its sole discretion,  has deemed necessary or appropriate in connection with its
purchase of the Securities.

         Section  3.11.  Put/Short  Positions.  Neither such  Investor,  nor any
affiliate of such Investor,  have any present intention of entering into any put
option, short position or other similar position with respect to the Securities.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to the Investors that:

         Section 4.1.  Organization of the Company. The Company is a corporation
duly  incorporated  and existing in good standing under the laws of the State of
Delaware and has all requisite  corporate authority to own its properties and to
carry on its  business as now being

                                      -8-
<PAGE>

conducted  except  as  described  in the  SEC  Documents.  The  Company  is duly
qualified as a foreign  corporation  to do business  and is in good  standing in
every  jurisdiction  in which the nature of the  business  conducted or property
owned by it makes such  qualification  necessary,  other than those in which the
failure  so to  qualify  would not  reasonably  be  expected  to have a Material
Adverse Effect.

         Section 4.2.  Authority.  (i) The Company has the  requisite  corporate
power and  authority  to enter into and,  subject  to  stockholder  approval  in
regards to the  issuance by the  Company of more than 19.99% of the  outstanding
shares of Common  Stock,  perform  its  obligations  under this  Agreement,  the
Registration  Rights  Agreement,   the  Escrow  Agreement,  the  Certificate  of
Designation and the Underlying  Shares,  Preferred Stock and the Warrant Shares,
(ii) the execution,  issuance and delivery of this Agreement,  the  Registration
Rights  Agreement,  the Escrow  Agreement,  the Certificate of Designation,  the
Preferred  Stock,  and the Warrants by the Company and the consummation by it of
the transactions  contemplated hereby have been duly authorized by all necessary
corporate  action and, other than the approval by the Company's  Stockholders in
regards to the  issuance by the  Company of more than 19.99% of the  outstanding
shares of Common Stock at a discount, no further consent or authorization of the
Company or its Board of  Directors is required,  and (iii) this  Agreement,  the
Registration  Rights  Agreement,   the  Escrow  Agreement,  the  Certificate  of
Designation,  the Preferred  Stock, and the Warrants have been duly executed and
delivered by the Company and  constitute  valid and binding  obligations  of the
Company  enforceable  against the Company in accordance with their terms, except
as such enforceability may be limited by applicable bankruptcy,  insolvency,  or
similar laws relating to, or affecting  generally the enforcement of, creditors'
rights and remedies or by other equitable principles of general application.

         Section  4.3.  Capitalization.  The  authorized  capital  stock  of the
Company  consists of 50,000,000  shares of Common Stock,  par value $0.0001,  of
which  4,081,764  shares are issued and  outstanding,  and  5,000,000  shares of
Preferred Stock,  par value $0.0001,  of which [500] are issued and outstanding.
Except as set forth in the SEC Documents or on Schedule 4.3 hereto, there are no
outstanding Capital Shares Equivalents.  All of the outstanding shares of Common
Stock of the Company  have been duly and validly  authorized  and issued and are
fully paid and nonassessable.

         Section 4.4. Common Stock.  The Company has registered its Common Stock
pursuant to Section 12 of the Exchange Act and is in substantial compliance with
all reporting  requirements  of the Exchange Act, and the Company has maintained
all requirements for the continued listing or quotation of its Common Stock, and
such Common Stock is currently listed or quoted on the Principal  Market.  As of
the date hereof, the Principal Market is The Nasdaq SmallCap Stock Market.

         Section 4.5. SEC Documents. The Company has delivered or made available
to the  Investors  true and complete  copies of the SEC  Documents  filed by the
Company  with  the SEC  during  the  twelve  months  immediately  preceding  the
Subscription  Date  (including,   without  limitation,   proxy  information  and
solicitation  materials).  The Company has not provided to any of the  Investors
any information  that,  according to applicable law, rule or regulation,  should
have been disclosed publicly prior to the date hereof by the Company,  but which
has not been so  disclosed.  As of their  respective  dates,  the SEC  Documents
complied in all material respects

                                      -9-
<PAGE>

with the requirements of the Securities Act or the Exchange Act, as the case may
be, and rules and regulations of the SEC promulgated  thereunder and none of the
SEC Documents  contained  any untrue  statement of a material fact or omitted to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  The financial  statements of the Company  included in the
SEC  Documents  comply  as to  form in all  material  respects  with  applicable
accounting  requirements  and the published  rules and regulations of the SEC or
other  applicable  rules and regulations  with respect  thereto.  Such financial
statements  have  been  prepared  in  accordance  with U.S.  generally  accepted
accounting  principles applied on a consistent basis during the periods involved
(except (i) as may be otherwise  indicated in such  financial  statements or the
notes thereto or (ii) in the case of unaudited interim statements, to the extent
they may not include  footnotes or may be condensed or summary  statements)  and
fairly present in all material respects the financial position of the Company as
of the dates  thereof  and the  results  of  operations  and cash  flows for the
periods  then ended  (subject,  in the case of unaudited  statements,  to normal
year-end audit adjustments).

         Section  4.6.  Valid  Issuances.  When issued and payment has been made
therefor,  the Preferred Stock,  the Underlying  Shares and the Warrants will be
duly and validly issued,  fully paid, and  nonassessable  and the holders of the
Underlying Shares shall be entitled to all rights and preferences  accorded to a
holder of Common  Stock.  Neither the  issuance of the  Preferred  Stock and the
Underlying  Shares,  nor the sales of the Preferred Stock, the Underlying Shares
and the Warrants  pursuant to, nor the Company's  performance of its obligations
under, this Agreement,  the Registration Rights Agreement, the Escrow Agreement,
the Certificate of Designation,  or the Warrants will (i) result in the creation
or imposition by the Company of any liens, charges, claims or other encumbrances
upon the  Securities  or any of the assets of the  Company,  or (ii) entitle the
holders of Outstanding Capital Shares to preemptive or other rights to subscribe
to or acquire any Capital Shares or other securities of the Company.

         Section 4.7. No General  Solicitation  or Advertising in Regard to this
Transaction.  Neither the Company nor any of its affiliates nor any  distributor
or any person  acting on its or their  behalf (i) has  conducted or will conduct
any general  solicitation  (as that term is used in Rule 502(c) of Regulation D)
or general  advertising  in connection  with the offer and sale of the Preferred
Stock, the Underlying  Shares or the Warrants,  or (ii) made any offers or sales
of  any  security  or  solicited  any  offers  to buy  any  security  under  any
circumstances  that would  require  registration  of the  Preferred  Stock,  the
Underlying Shares or the Warrants under the Securities Act.

         Section 4.8.  Corporate  Documents.  The Company has  furnished or made
available  to each of the  Investors  true and correct  copies of the  Company's
Certificate of  Incorporation,  as amended and in effect on the date hereof (the
"Certificate"),  and the Company's By-Laws, as amended and in effect on the date
hereof (the "By-Laws").

         Section 4.9. No Conflicts.  The execution,  delivery and performance of
this  Agreement  by the  Company  and the  consummation  by the  Company  of the
transactions  contemplated hereby,  including without limitation the issuance of
the Preferred Stock, the Warrants and the Underlying Shares, do not and will not
(i) result in a violation  of the  Company's  Certificate  of  Incorporation  or
By-Laws or (ii) conflict  with,  or  constitute a material  default (or an event
that

                                      -10-
<PAGE>

with notice or lapse of time or both would become a default)  under,  or give to
others any rights of termination,  amendment,  acceleration or cancellation  of,
any material agreement,  indenture,  patent,  patent license,  instrument or any
"lock-up" or similar provision of any underwriting or similar agreement to which
the Company is a party, or (iii) result in a violation of any federal,  state or
local law, rule,  regulation,  order,  judgment or decree (including federal and
state securities laws and regulations) applicable to the Company or by which any
property  or  asset  of the  Company  is  bound  or  affected  (except  for such
conflicts, defaults, terminations, amendments, accelerations,  cancellations and
violations as would not reasonably be expected to have,  individually  or in the
aggregate, a Material Adverse Effect), nor is the Company otherwise in violation
of, in conflict with or in default  under any of the  foregoing  except as would
not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.  The business of the Company is not being conducted in violation
of any law,  ordinance or  regulation  of any  governmental  entity,  except for
possible  violations  that either  individually  or in the  aggregate  would not
reasonably  be expected to have a Material  Adverse  Effect.  The Company is not
required  under  federal,  state or local law,  rule or regulation to obtain any
consent, authorization or order of, or make any filing or registration with, any
court or governmental agency in order for it to execute,  deliver or perform any
of its obligations  under this Agreement or issue and sell the Preferred  Stock,
or  Warrants,  and issue the  Underlying  Shares  upon  conversion  or  exercise
thereof,  in accordance with the terms hereof (other than any SEC, NASD,  Nasdaq
or state  securities  filings  that may be  required  to be made by the  Company
before or  subsequent to any Closing,  any  registration  statement  that may be
filed  pursuant  hereto,  and any  stockholder  approval  required  by the rules
applicable to companies whose common stock trades on The Nasdaq SmallCap Market,
including the Nasdaq SmallCap notification form listing the additional shares of
Common Stock  issuable  hereunder,  which the Company shall file with The Nasdaq
Stock Market promptly after the Subscription Date);  provided that, for purposes
of the representation made in this sentence, the Company is assuming and relying
upon  the  accuracy  of  the  relevant  representations  and  agreements  of the
Investors herein.

         Section 4.10. No Material Adverse Change.  Since September 30, 1999, no
Material  Adverse  Effect has  occurred or exists with  respect to the  Company,
except as disclosed in the SEC Documents.

         Section  4.11.  No   Undisclosed   Liabilities.   The  Company  has  no
liabilities or obligations which are material, individually or in the aggregate,
and are not  disclosed in the SEC  Documents or  otherwise  publicly  announced,
other than those set forth in the Company's financial  statements or as incurred
in the ordinary course of the Company's businesses since September 30, 1999, and
which,  individually  or in the  aggregate,  would not reasonably be expected to
have a Material Adverse Effect.

         Section 4.12. No Undisclosed  Events or Circumstances.  Since September
30, 1999,  no event or  circumstance  has occurred or exists with respect to the
Company  or its  businesses,  properties,  prospects,  operations  or  financial
condition,  that,  under  applicable  law, rule or regulation,  requires  public
disclosure or announcement prior to the date hereof by the Company but which has
not been so publicly announced or disclosed in the SEC Documents.

         Section  4.13.  No Integrated  Offering.  To the  Company's  knowledge,
neither the Company nor any of its  affiliates,  nor any person acting on its or
their  behalf  has,  directly  or


                                      -11-
<PAGE>

indirectly,  made any offers or sales of any security or solicited any offers to
buy any security,  other than pursuant to this  Agreement,  under  circumstances
that would require  registration  of the Common Stock under the Securities  Act,
except as set forth in the SEC Documents.

         Section 4.14.  Litigation and Other  Proceedings.  Except as may be set
forth in the SEC Documents,  there are no lawsuits or proceedings  pending or to
the  knowledge  of the  Company  threatened,  against the  Company,  nor has the
Company received any written or oral notice of any such action, suit, proceeding
or investigation,  which could reasonably be expected to have a Material Adverse
Effect.  Except as set forth in the SEC  Documents,  no judgment,  order,  writ,
injunction  or decree or award has been  issued by or, so far as is known by the
Company,  requested of any court,  arbitrator or governmental agency which would
be reasonably expected to result in a Material Adverse Effect.

         Section 4.15. Restrictions On Future Financings. The Company represents
that,  unless it obtains the written  approval  of all of the  Investors  (which
approval shall not be  unreasonably  withheld),  the Company will not enter into
any other equity  financing  agreement,  or other  financing  arrangement,  that
would:  (a) cause the Common  Stock  issued in such  financing to be salable and
freely tradeable  before  forty-five days from the Effective Date, or (b) affect
the timeliness of the Registration Statement being declared effective.

         Section 4.16. Brokers.  Except for the Placement Agent, the Company has
taken no action  which would give rise to any claim by any person for  brokerage
commissions,  finder's  fees or similar  payments by the Company or any Investor
relating to this Agreement or the transactions contemplated hereby.

         Section  4.17.  Acknowledgment  of  Dilution.  The  number of shares of
Common Stock constituting  Warrant Shares may increase  substantially in certain
circumstances,  including the circumstance where the trading price of the Common
Stock declines. The Company acknowledges that its obligation to issue Underlying
Shares upon  conversion  of shares of  Preferred  Stock and Warrant  Shares upon
exercise of the  Warrants  is  absolute  and  unconditional,  regardless  of the
dilution that such issuance may have on other stockholders of the Company.

                                   ARTICLE V

                           COVENANTS OF THE INVESTORS

         Section  5.1.  Compliance  with  Law.  Each of the  Investor's  trading
activities with respect to shares of Common Stock will be in compliance with all
applicable  state and federal  securities  laws, rules and regulations and rules
and regulations of the Principal Market on which the Common Stock is listed.

         Section  5.2.  Agreement  To Vote.  For so long as the  Company has not
committed a material  breach of this Agreement and the Exhibits  annexed hereto,
and this  Agreement has not been  terminated,  the  Investors  agree to vote all
shares of Common Stock beneficially held by them in favor of all nominees to the
Company's  board of directors  who are  nominated  by the then current  Board of
Directors of the Company.


                                      -12-
<PAGE>

         Section  5.3.  Put/Short  Positions.  Neither  the  Investors,  nor any
affiliate of the Investors,  have any present intention of entering into any put
option, short position or other similar position with respect to the Securities.

                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

         Section  6.1.   Registration   Rights.  The  Company  shall  cause  the
Registration  Rights Agreement to remain in full force and effect so long as any
Registrable  Securities  remain  outstanding and the Company shall comply in all
material respects with the terms thereof.

         Section 6.2.  Reservation of Common Stock.  As of the date hereof,  the
Company  has  reserved  and the  Company  shall  continue  to  reserve  and keep
available at all times,  free of preemptive  rights,  shares of Common Stock for
the purpose of  enabling  the  Company to satisfy  any  obligation  to issue the
Underlying Shares; such amount of shares of Common Stock to be reserved shall be
calculated  based upon the minimum  Purchase  Price  therefor under the terms of
this Agreement,  the Certificate of Designation and the Warrants.  The number of
shares so reserved  from time to time,  as  theretofore  increased or reduced as
hereinafter provided,  may be reduced by the number of shares actually delivered
hereunder  and the number of shares so reserved  shall be increased or decreased
to reflect potential increases or decreases in the Common Stock that the Company
may  thereafter  be so  obligated  to  issue by  reason  of  adjustments  to the
Preferred Stock and the Warrants.

         Section 6.3.  Listing of Common Stock. The Company hereby agrees to use
its best  efforts to (i) maintain the listing of the Common Stock on a Principal
Market,  and (ii) as soon as practicable list the Underlying Shares. The Company
further  agrees,  if the Company  applies to have the Common Stock traded on any
other  Principal  Market or other  exchange or automated  interdealer  quotation
system, it will include in such application the Underlying Shares, and will take
such other action as is reasonably  necessary or desirable in the opinion of the
Investors to cause the Common Stock to be listed on such other Principal  Market
or other  exchange  or  automated  interdealer  quotation  system as promptly as
possible.  The  Company  will use its best  efforts to comply with the rules and
regulations  governing  the  listing  and  trading  of its  Common  Stock on the
Principal Market  (including,  without  limitation,  maintaining  sufficient net
tangible  assets) and will comply in all material  respects  with the  Company's
reporting,  filing  and  other  obligations  under  the  Bylaws  or rules of the
Principal  Market.  In the event the Company receives  notification  from Nasdaq
concerning  delisting of the Common Stock on the Principal  Market,  the Company
will notify each Investor and use its best efforts to comply with all applicable
listing standards of the Principal Market.

         Section  6.4.  Exchange  Act  Registration.  The Company will cause its
Common Stock to continue to be registered  under Section 12 of the Exchange Act,
will comply in all material  respects with its reporting and filing  obligations
under  the  Exchange  Act,  and will not take any  action  or file any  document
(whether  or not  permitted  by the  Exchange  Act or the rules  thereunder)  to
terminate or suspend such  registration or to terminate or suspend its reporting
and filing obligations under said Act.


                                      -13-
<PAGE>

         Section 6.5. Legends.  The certificates  evidencing the Common Stock to
be sold by the  Investors  pursuant  to Article  VIII shall be free of  legends,
except as set forth in Article VIII.

         Section  6.6.  Corporate  Existence.  The  Company  will take all steps
reasonably  necessary to preserve and  continue the  corporate  existence of the
Company.

         Section  6.7.  Notice  of  Certain  Events  Affecting  Registration  or
Affecting  each Closing of the  Preferred  Stock.  The Company will  immediately
notify each of the Investors upon the occurrence of any of the following  events
in respect of a  registration  statement or related  prospectus in respect of an
offering of  Registrable  Securities:  (i) receipt of any request for additional
information  by the SEC or any other  federal  or state  governmental  authority
during  the  period  of  effectiveness  of  the  Registration  Statement  or for
amendments or supplements to the Registration  Statement or related  prospectus;
(ii)  the  issuance  by the  SEC or any  other  federal  or  state  governmental
authority of any stop order  suspending the  effectiveness  of the  Registration
Statement or the initiation of any proceedings  for that purpose;  (iii) receipt
of any  notification  with respect to the  suspension  of the  qualification  or
exemption from  qualification  of any of the Registrable  Securities for sale in
any  jurisdiction  or the  initiation or  threatening of any proceeding for such
purpose;  (iv) the happening of any event that makes any  statement  made in the
Registration  Statement or related  prospectus or any document  incorporated  or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration  Statement,  related
prospectus or documents so that, in the case of the Registration  Statement,  it
will not contain any untrue  statement  of a material  fact or omit to state any
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  and that in the case of the related prospectus, it will
not  contain  any  untrue  statement  of a  material  fact or omit to state  any
material fact required to be stated  therein or necessary to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading; and (v) the Company's reasonable determination that a post-effective
amendment to the  Registration  Statement would be appropriate;  and the Company
will promptly make  available to the Investors any such  supplement or amendment
to the related prospectus.

         Section 6.8. Consolidation;  Merger. The Company shall not, at any time
after the date hereof, effect any merger or consolidation of the Company with or
into, or a transfer of all or substantially all of the assets of the Company to,
another  entity (a  "Consolidation  Event")  unless the  resulting  successor or
acquiring  entity  (if  not the  Company)  assumes  by  written  instrument  the
obligation to deliver to the Investors such shares of stock and/or securities as
the Investors are entitled to receive pursuant to this Agreement.

         Section 6.9.  Issuance of the  Underlying  Shares.  The issuance of the
Underlying  Shares  pursuant to exercise of the Warrants,  and the conversion of
the  Preferred  Stock,  shall  be made in  accordance  with the  provisions  and
requirements of Section 4(2) of Regulation D and any applicable state securities
law.

         Section  6.10.  Conversion  Limitations.  The Company and the Investors
agree that,  unless and until the approval of the  Company's  stockholders  or a
waiver from The Nasdaq Stock Market is obtained as  hereinafter  set forth,  the
total number of shares of Common Stock issued and issuable  upon the  conversion
of the Preferred Stock issued pursuant to the Certificate of Designation  and/or
upon exercise of the Warrants shall not exceed 19.99% of the number of


                                      -14-
<PAGE>

shares of Common Stock  outstanding  as of the first Closing  Date.  The Company
agrees that it shall include a resolution  for approval at its annual meeting of
stockholders  projected  to take place in May 2000 for the purpose of  approving
below market price  issuances of Common Stock to the Investors and the Placement
Agent  equal to or in  excess of 20% of the  number  of  shares of Common  Stock
outstanding   as  of  the  first  Closing  Date  as  required  by  Section  4310
(c)(25)(H)(i)   of  the  Nasdaq   Marketplace   Rules,  or  such  other  similar
requirement.  In the event that the  aforementioned  proposal is not ratified by
the stockholders and the number of shares issued and potentially  issuable under
the Certificate of Designation and upon exercise of the Warrants  exceeds in the
aggregate  19.99% of the number of shares of Common Stock  outstanding as of the
first  Closing  Date,  the Company will use its  reasonable  efforts to obtain a
waiver from The Nasdaq Stock Market (or other applicable  market or exchange) to
permit such issuances.

         Section 6.11. Securities  Compliance.  The Company shall notify the SEC
and The Nasdaq SmallCap Market,  in accordance with their  requirements,  of the
transactions   contemplated  by  this  Agreement,   the  Preferred   Stock,  the
Registration  Rights  Agreement  and the  Warrants,  and  shall  take all  other
necessary  action and proceedings as may be required and permitted by applicable
law,  rule and  regulation,  for the legal and valid  issuance of the  Preferred
Stock hereunder,  the Underlying  Shares issuable upon conversion  thereof,  the
Warrants and Warrant Shares issuable upon exercise of the Warrants.

         Section  6.12.  Notices.  The Company  agrees to provide all holders of
Preferred  Stock and  Warrants  with  copies  of all  notices  and  information,
including  without  limitation,  notices and proxy statements in connection with
any  meetings,  that are  provided  generally to the holders of shares of Common
Stock,  contemporaneously  with the delivery of such notices or  information  to
such Common Stock holders.


                                      -15-
<PAGE>

                                  ARTICLE VII

         DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION

         Section 7.1. Due Diligence Review. The Company shall make available for
inspection and review by the Investors,  advisors to and  representatives of the
Investors  (who  may or may not be  affiliated  with the  Investors  and who are
reasonably acceptable to the Company), and any underwriter  participating in any
disposition of the Registrable Securities on behalf of the Investors pursuant to
the  Registration  Statement,  any such  registration  statement or amendment or
supplement  thereto or any blue sky,  NASD or other  filing,  all  financial and
other  records,  all SEC Documents and other filings with the SEC, and all other
corporate documents and properties of the Company as may be reasonably necessary
for the purpose of such review, and cause the Company's officers,  directors and
employees  to supply all such  information  reasonably  requested  by any of the
Investors or any such representative,  advisor or underwriter in connection with
such Registration Statement (including,  without limitation,  in response to all
questions  and other  inquiries  reasonably  made or  submitted by any of them),
prior to and  from  time to time  after  the  filing  and  effectiveness  of the
Registration  Statement  for the sole purpose of enabling the Investors and such
representatives,  advisors and underwriters and their respective accountants and
attorneys  to conduct  initial  and ongoing due  diligence  with  respect to the
Company and the accuracy of the Registration Statement.

         Section 7.2. Non-Disclosure of Non-Public Information

                  (a) The Company shall not disclose  non-public  information to
the Investors,  or advisors to, or representatives of the Investors unless prior
to disclosure of such  information the Company  identifies  such  information as
being  non-public  information and provides each Investor,  and its advisors and
representatives  with the  opportunity  to  accept  or  refuse  to  accept  such
non-public information for review. The Company may, as a condition to disclosing
any non-public  information  hereunder,  require each of the Investor's advisors
and representatives to enter into a confidentiality agreement in form reasonably
satisfactory to the Company and the Investors.

                  (b)  Nothing  herein  shall  require  the  Company to disclose
non-public   information   to  any  of  the  Investors  or  their   advisors  or
representatives,  and  the  Company  represents  that it  does  not  disseminate
non-public  information  to any investors who purchase stock in the Company in a
public offering, to money managers or to securities analysts, provided, however,
that  notwithstanding  anything  herein to the  contrary,  the Company  will, as
hereinabove provided, immediately notify the advisors and representatives of the
Investors  and,  if any,  underwriters,  of any  event or the  existence  of any
circumstance   (without  any  obligation  to  disclose  the  specific  event  or
circumstance)  of which it becomes aware,  constituting  non-public  information
(whether or not requested of the Company  specifically  or generally  during the
course of due diligence by such persons or entities), which, if not disclosed in
the  prospectus  included  in  the  Registration   Statement  would  cause  such
prospectus  to  include  a  material  misstatement  or to omit a  material  fact
required to be stated therein in order to make the statements, therein, in light
of the circumstances in which they were made, not misleading.  Nothing contained
in this Section  shall be construed to mean that such persons or entities  other


                                      -16-
<PAGE>

than the  Investors  (without  the  written  consent of the  Investors  prior to
disclosure of such  information)  may not obtain  non-public  information in the
course  of  conducting  due  diligence  in  accordance  with  the  terms of this
Agreement  and nothing  herein shall  prevent any such persons or entities  from
notifying  the Company of their opinion that based on such due diligence by such
persons  or  entities,  that  the  Registration  Statement  contains  an  untrue
statement of a material  fact or omits a material  fact required to be stated in
the  Registration  Statement  or  necessary  to make  the  statements  contained
therein, in light of the circumstances in which they were made, not misleading.

                                  ARTICLE VIII

                                     LEGENDS

         Section 8.1. Legends. Unless otherwise provided below, each certificate
representing the Securities will bear the following legend (the "Legend"):

         THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         ANY OTHER  APPLICABLE  SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE
         UPON AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES
         ACT AND SUCH OTHER  SECURITIES  LAWS.  NEITHER THESE SECURITIES NOR ANY
         INTEREST OR  PARTICIPATION  HEREIN MAY BE  REOFFERED,  SOLD,  ASSIGNED,
         TRANSFERRED,  PLEDGED,  ENCUMBERED,  HYPOTHECATED OR OTHERWISE DISPOSED
         OF, EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE
         SECURITIES ACT OR, IN THE WRITTEN  OPINION OF LEGAL COUNSEL  REASONABLY
         ACCEPTABLE  TO THE COMPANY,  PURSUANT TO A  TRANSACTION  THAT IS EXEMPT
         FROM, OR NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS.  THE HOLDER OF
         THIS  CERTIFICATE  IS THE  BENEFICIARY  OF CERTAIN  OBLIGATIONS  OF THE
         COMPANY  SET  FORTH  IN A  6%  SERIES  G  CONVERTIBLE  PREFERRED  STOCK
         SUBSCRIPTION  AGREEMENT  DATED AS OF DECEMBER  30,  1999. A COPY OF THE
         PORTION OF THE AFORESAID  AGREEMENT  EVIDENCING SUCH OBLIGATIONS MAY BE
         OBTAINED FROM THE COMPANY'S EXECUTIVE OFFICES.

         Upon the execution and delivery  hereof,  the Company is issuing to the
transfer  agent for its  Common  Stock  (and to any  substitute  or  replacement
transfer  agent for its Common Stock upon the Company's  appointment of any such
substitute or replacement transfer agent) instructions in substantially the form
of Exhibit F hereto.  Such instructions shall be irrevocable by the Company from
and after the date  hereof or from and after the  issuance  thereof  to any such
substitute  or  replacement  transfer  agent,  as the  case  may be,  except  as
otherwise  expressly  provided in the Registration  Rights Agreement.  It is the
intent and purpose of such  instructions,  as provided  therein,  to require the
transfer  agent  for  the  Common  Stock  from  time to time  upon  transfer  of
Registrable  Securities by the Investors to issue  certificates  evidencing such

                                      -17-
<PAGE>


Registrable Securities free of the Legend during the following periods and under
the following  circumstances and without consultation by the transfer agent with
the  Company or its  counsel  and  without  the need for any  further  advice or
instruction or documentation to the transfer agent by or from the Company or its
counsel or the Investors:

                    (a) at any time after the Effective  Date, upon surrender of
one or more  certificates  evidencing  Common Stock that bear the Legend, to the
extent  accompanied by a notice requesting the issuance of new certificates free
of the Legend to replace those  surrendered;  provided that (i) the Registration
Statement shall then be effective;  (ii) the Investor(s) confirm to the transfer
agent that it has sold,  pledged  or  otherwise  transferred  or agreed to sell,
pledge or otherwise  transfer such Common Stock in a bona fide  transaction to a
third party that is not an affiliate of the Company;  and (iii) the  Investor(s)
confirm  to the  transfer  agent that the  Investor(s)  have  complied  with the
prospectus  delivery  requirement.  The  requirement  set  forth  in  subsection
8.1(a)(ii) shall only apply in the event the Company  registers the Common Stock
pursuant  to a Form S-3  registration  statement  pursuant  to the  Registration
Rights  Agreement.  In the event the Company registers the Common Stock by means
of a registration statement other then a Form S-3 registration  statement,  then
only the conditions in subsection  8.1(a)(i) and 8.1(a)(iii) herein shall apply.
(b) at any  time  upon  any  surrender  of one or more  certificates  evidencing
Registrable  Securities  that bear the Legend,  to the extent  accompanied  by a
notice requesting the issuance of new certificates free of the Legend to replace
those  surrendered  and containing  representations  that (i) the Investor(s) is
permitted to dispose of such  Registrable  Securities  without  limitation as to
amount or manner of sale  pursuant to Rule 144(k)  under the  Securities  Act or
(ii) the  Investor(s)  has sold,  pledged or otherwise  transferred or agreed to
sell, pledge or otherwise transfer such Registrable Securities in a manner other
than pursuant to an effective registration  statement,  to a transferee who will
upon such  transfer,  in the  opinion of counsel  reasonably  acceptable  to the
Company, be entitled to freely tradeable securities.

         Any of the notices referred to above in this Section 8.1 may be sent by
facsimile to the Company's transfer agent.

         Section 8.2. No Other Legend or Stock Transfer Restrictions.  No legend
other than the one  specified  in Section 8.1 has been or shall be placed on the
share  certificates  representing the Common Stock, and no instructions or "stop
transfer   orders,"  so  called,   "stock  transfer   restrictions,"   or  other
restrictions  have been or shall be given to the Company's  transfer  agent with
respect thereto other than as expressly set forth in this Article VIII.

         Section  8.3.  Investor's  Compliance.  Nothing in this  Article  shall
affect  in any way any of the  Investors'  obligations  under any  agreement  to
comply with all applicable securities laws upon resale of the Common Stock.


                                      -18-
<PAGE>

                                   ARTICLE IX

                                  CHOICE OF LAW

         Section 9.1. Choice of Law; Venue; Jurisdiction. This Agreement will be
construed and enforced in accordance  with and governed by the laws of the State
of New York,  except for  matters  arising  under the  Securities  Act,  without
reference to principles of conflicts of law. Each of the parties consents to the
jurisdiction of the U.S.  District Court sitting in the Southern District of the
State of New York or the  state  courts  of the  State  of New York  sitting  in
Manhattan in connection with any dispute arising under this Agreement and hereby
waives,  to the maximum extent  permitted by law, any  objection,  including any
objection based on forum non conveniens,  to the bringing of any such proceeding
in such  jurisdictions.  Each party hereby  agrees that if another party to this
Agreement  obtains a judgment  against it in such a proceeding,  the party which
obtained such judgment may enforce same by summary judgment in the courts of any
country  having  jurisdiction  over the party  against  whom such  judgment  was
obtained,  and each party hereby waives any defenses available to it under local
law and  agrees  to the  enforcement  of such a  judgment.  Each  party  to this
Agreement  irrevocably consents to the service of process in any such proceeding
by the  mailing of copies  thereof by  registered  or  certified  mail,  postage
prepaid,  to such party at its address set forth  herein.  Nothing  herein shall
affect the right of any party to serve process in any other manner  permitted by
law. Each party waives its right to a trial by jury.

                                   ARTICLE X

              ASSIGNMENT; ENTIRE AGREEMENT, AMENDMENT; TERMINATION

         Section 10.1. Assignment.  The provisions of this Agreement shall inure
to the benefit of, and be  enforceable  by, any  transferee of any of the Common
Stock and Preferred  Stock (except any transferee (i) who was a purchaser on the
open  market  or  pursuant  to Rule 144 or (ii) who is an owner of less than ten
(10%) percent of the original number of shares of Common Stock issued hereunder)
purchased  or acquired by the  Investors  hereunder  with  respect to the Common
Stock and  Preferred  Stock  held by such  person,  and upon the  prior  written
consent of the Company,  which consent shall not  unreasonably be withheld,  the
Investor's  interest in this  Agreement may be assigned at any time, in whole or
in part, to any affiliate of an Investor who agrees to make the  representations
and  warranties  contained  in  Article  III and who  agrees  to be bound by the
covenants of Article V.

         Section 10.2.  Termination.  This  Agreement  shall  terminate upon the
earliest of (i) the date that all the  Registrable  Securities have been sold by
the  Investors  pursuant  to the  Registration  Statement;  (ii)  the  date  the
Investors  receive  an  opinion  from  counsel  to the  Company  that all of the
Registrable  Securities may be sold and all Registered  Securities are, in fact,
sold under the  provisions  of Rule 144 with no  limitations;  or (iii) five and
one-half  years  after  the  Subscription  Date;  provided,  however,  that  the
provisions  of  Articles  III,  IV,  V,  VI  (as  long  as  the  Securities  are
beneficially  owned by any of the Investors or their  permitted  assigns),  VII,
VIII,  IX, X, and XI, herein,  and the  registration  rights  provisions for the
Registrable


                                      -19-
<PAGE>

Securities  held by the  Investors  and the  Placement  Agent  set forth in this
Agreement, and the Registration Rights Agreement,  shall survive the termination
of this Agreement.

                                   ARTICLE XI

                                     NOTICES

         Section  11.1.  Notices.  All  notices,  demands,  requests,  consents,
approvals,  and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein,  shall be (i) personally served,
(ii) deposited in the mail,  registered or certified,  return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by reputable courier service, fully prepaid,  addressed to such address, or upon
actual receipt of such mailing,  whichever shall first  occur.The  addresses for
such communications shall be:

         If to the Company:                ObjectSoft Corporation
                                           Continental Plaza III
                                           433 Hackensack Avenue
                                           Hackensack, New Jersey  07601
                                           Attention:  Mr. David E.Y. Sarna,
                                                            Chairman
                                           Telephone: (800) 816-8171
                                           Facsimile:  (201) 343-0056


         With a copy to:                   Parker Chapin Flattau & Klimpl, LLP
                                           1211 Avenue of the Americas
                                           New York, New York  10036
                                           Attention:  Melvin Weinberg, Esq.
                                           Telephone: (212) 704-6000
                                           Facsimile:  (212) 704-6288

                                           After January 28, 2000:

                                           Parker Chapin, LLP
                                           405 Lexington Avenue
                                           NewYork, NY 10174


                                      -20-
<PAGE>

         If to the Investors:             At the addresses set forth on Schedule
                                          A attached hereto.

         Any party  hereto may from time to time change its address or facsimile
number for notices  under this  Section  11.1 by giving at least ten days' prior
written  notice of such changed  address or facsimile  number to the other party
hereto.

         Section 11.2. Indemnification. The Company agrees to indemnify and hold
harmless each of the Investors and each officer and director of the Investors or
person,  if any, who controls the Investor  within the meaning of the Securities
Act against any losses, claims, damages or liabilities,  joint or several (which
shall, for all purposes of this Agreement,  include,  but not be limited to, all
reasonable  costs of defense and  investigation  and all  reasonable  attorneys'
fees),  to which the Investors may become  subject,  under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon the breach by the Company of any
of its  obligations,  representations  and  warranties  or covenants  under this
Agreement.

         Each Investor severally (and not jointly) agrees that it will indemnify
and hold  harmless the Company,  and each officer and director of the Company or
person,  if any, who controls the Company  within the meaning of the  Securities
Act, against any losses,  claims,  damages or liabilities  (which shall, for all
purposes of this Agreement, include, but not be limited to, all costs of defense
and  investigation  and all  attorneys'  fees) to which the  Company or any such
officer,  director or controlling person may become subject under the Securities
Act or otherwise,  insofar as such losses  claims,  damages or  liabilities  (or
actions  in  respect  thereof)  arise out of or are based  upon the breach by an
Investor of any of its obligations,  representations and warranties or covenants
under this Agreement.

         Promptly  after receipt by an  indemnified  party under this Section of
notice of the  commencement  of any action,  such  indemnified  party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section,  notify the  indemnifying  party of the commencement  thereof;  but the
omission so to notify the  indemnifying  party will not relieve the indemnifying
party from any liability  which it may have to any  indemnified  party otherwise
than as to the particular item as to which  indemnification is then being sought
solely pursuant to this Section.  In case any such action is brought against any
indemnified  party, and it notifies the  indemnifying  party of the commencement
thereof,  the indemnifying party will be entitled to participate in, and, to the
extent that it may wish,  jointly with any other  indemnifying  party  similarly
notified,  assume the defense thereof,  subject to the provisions  herein stated
and after notice from the indemnifying  party to such  indemnified  party of its
election so to assume the defense thereof,  the  indemnifying  party will not be
liable to such  indemnified  party  under  this  Section  for any legal or other
expenses  subsequently incurred by such indemnified party in connection with the
defense  thereof  other  than  reasonable  costs of  investigation,  unless  the
indemnifying  party  shall not pursue the  action to its final  conclusion.  The
indemnified  party shall have the right to employ  separate  counsel in any such
action and to participate in the defense  thereof,  but the fees and expenses of
such  counsel  shall  not be at the  expense  of the  indemnifying  party if the
indemnifying party has assumed the defense of the action with counsel reasonably
satisfactory to the indemnified party; provided that if the indemnified party is
one of the  Investors,  the fees and  expenses of such  counsel  shall be at the
expense of the indemnifying


                                      -21-
<PAGE>

party if (i) the employment of such counsel has been specifically  authorized in
writing by the indemnifying  party, or (ii) the named parties to any such action
(including any impleaded parties) include both the Investor and the indemnifying
party and the Investor shall have been advised by such counsel that there may be
one or more legal defenses available to the indemnifying party different from or
in conflict with any legal  defenses which may be available to the Investors (in
which case the indemnifying party shall not have the right to assume the defense
of such action on behalf of the Investors,  it being understood,  however,  that
the indemnifying  party shall in connection with any one such action or separate
but substantially  similar or related actions in the same  jurisdiction  arising
out of the same general  allegations  or  circumstances,  be liable only for the
reasonable  fees  and  expenses  of one  separate  firm  of  attorneys  for  the
Investor(s),  which firm shall be designated in writing by the Investor(s)).  No
settlement of any action against an indemnified  party shall be made without the
prior  written  consent of the  indemnified  party,  which  consent shall not be
unreasonably withheld.

         Section 11.3. Contribution.  In order to provide for just and equitable
contribution  under the Securities Act in any case in which (i) the  indemnified
party makes a claim for  indemnification  pursuant to Section 11.2 hereof but is
judicially  determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding  the fact that the  express  provisions  of Section  11.2 hereof
provide  for  indemnification  in such  case,  or (ii)  contribution  under  the
Securities Act may be required on the part of any  indemnified  party,  then the
Company and the applicable  Investor shall  contribute to the aggregate  losses,
claims,  damages or liabilities  to which they may be subject (which shall,  for
all  purposes of this  Agreement,  include,  but not be limited to, all costs of
defense and  investigation  and all reasonable  attorneys' fees), in either such
case (after  contribution from others) on the basis of relative fault as well as
any other relevant  equitable  considerations.  The amount paid or payable by an
indemnified party as a result of the losses,  claims, damages or liabilities (or
actions in respect thereof) referred to above in Section 11.2 shall be deemed to
include any legal or other  expenses  reasonably  incurred  by such  indemnified
party in connection with investigating or defending any such action or claim. No
person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contributions  from any person
who was not guilty of such fraudulent representation.

                                  ARTICLE XII

                                  MISCELLANEOUS

         Section 12.1. Counterparts;  Facsimile;  Amendments. This Agreement may
be executed in multiple counterparts, each of which may be executed by less than
all of the parties and shall be deemed to be an original  instrument which shall
be enforceable  against the parties actually executing such counterparts and all
of which  together  shall  constitute  one and the same  instrument.  Except  as
otherwise  stated  herein,  in  lieu  of the  original  documents,  a  facsimile
transmission  or  copy of the  original  documents  shall  be as  effective  and
enforceable  as the  original.  This  Agreement may be amended only by a writing
executed by the Company and a majority in interest of the Investors.


                                      -22-
<PAGE>

         Section  12.2.  Entire  Agreement.  This  Agreement,  the  Exhibits  or
Attachments  hereto,  which include,  but are not limited to the  Certificate of
Designation,  the Warrants,  the Escrow Agreement,  and the Registration  Rights
Agreement  set forth the  entire  agreement  and  understanding  of the  parties
relating  to  the  subject   matter   hereof  and   supersedes   all  prior  and
contemporaneous agreements, negotiations and understandings between the parties,
both oral and  written  relating  to the subject  matter  hereof.  The terms and
conditions of all Exhibits and  Attachments to this  Agreement are  incorporated
herein by this reference and shall constitute part of this Agreement as is fully
set forth herein.

         Section 12.3. Survival; Severability. The representations,  warranties,
covenants  and  agreements  of the parties  hereto  shall  survive  each Closing
hereunder.  In the event  that any  provision  of this  Agreement  becomes or is
declared by a court of competent  jurisdiction to be illegal,  unenforceable  or
void,  this  Agreement  shall  continue  in full force and effect  without  said
provision;   provided  that,  such  severability  shall  be  ineffective  if  it
materially changes the economic benefit of this Agreement to any party.

         Section 12.4.  Title and  Subtitles.  The titles and subtitles  used in
this  Agreement  are used for  convenience  only and are not to be considered in
construing or interpreting this Agreement.

         Section  12.5.  Reporting  Entity for the Common  Stock.  The reporting
entity relied upon for the  determination of the trading price or trading volume
of the Common Stock on any given Trading Day for the purposes of this  Agreement
and all Exhibits shall be Bloomberg,  L.P. or any successor thereto. The written
mutual  consent of the Investor and the Company  shall be required to employ any
other reporting entity.

         Section 12.6. Replacement of Certificates. Upon (i) receipt of evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation of a certificate  representing any shares of Common Stock and (ii) in
the case of any  such  loss,  theft or  destruction  of such  certificate,  upon
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and  amount  to the  Company  or (iii) in the  case of any such  mutilation,  on
surrender and cancellation of such certificate,  the Company at its expense will
execute and deliver, in lieu thereof, a new certificate of like tenor.

         Section 12.7. Fees and Expenses.  Each of the Company and the Investors
agrees to pay its own expenses  incident to the  performance of its  obligations
hereunder,  except that the Company  shall (a) pay on each  Closing  Date to the
Placement Agent six percent of the number of shares of Preferred Stock issued to
the Investors on such Closing Date on the same terms as Investors,  (b) issue to
the Placement Agent (i) on the  Subscription  Date,  Warrants to purchase 50,000
shares of Common Stock of the Company on the same terms as the  Warrants  issued
to the  Investors,  and (ii) on the closing of the second  tranche,  Warrants to
purchase  12,500  shares of common stock of the Company on the same terms as the
Warrants  issued to the Investors,  and (c) pay on the first Closing Date to the
Placement Agent the reasonable attorney's fees and expenses actually incurred by
the Placement Agent, in an amount not to exceed $10,000,  in connection with the
negotiation,  execution and delivery of this Agreement,  the Registration Rights
Agreement,  the  Certificate of  Designation,  the Escrow  Agreement,  and other
instruments and agreements entered into pursuant to this Agreement.


                                      -23-
<PAGE>

Section 12.8. Advice of Counsel. Each Investor hereby expressly acknowledge that
it has had an opportunity  to retain counsel to represent it in connection  with
this Agreement and the transactions contemplated hereby and certain of them have
of their own free will foregone the retaining thereof.




                                      -24-
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Preferred Stock
Subscription  Agreement  to be  executed  by  the  undersigned,  thereunto  duly
authorized, as of the date first set forth above.

                                                     OBJECTSOFT CORPORATION

                                                 By: /s/ David E. Y. Sarna
                                                    ---------------------------
                                                    Name:

                                                    Title:



                                      -25-