<PAGE>

                                                                     Exhibit 4.8


                          TARGET DISCLOSURE SCHEDULE
                          --------------------------


Disclosures made under one section heading of this Target Disclosure Schedule
-----------------------------------------------------------------------------
may be deemed as disclosure relating to one or more other sections of the
-------------------------------------------------------------------------
Agreement and Plan of Merger and Reorganization, dated as of January ___, 2000,
-------------------------------------------------------------------------------
by and between Cisco Systems, Inc. and [Catacombs] to the extent such disclosure
--------------------------------------------------------------------------------
would be appropriate in such other section provided that such disclosure is
---------------------------------------------------------------------------
either cross-referenced or the substance of such disclosure is reasonably
-------------------------------------------------------------------------
evident from the context.
-------------------------

<PAGE>

                               Table of Contents

                                  Section                                   Page
                                  -------                                   ----

I.   Issuance and Sale of Securities.........................................  1
         1.1.     The Closing................................................  1
                  -----------

II.  Representations and Warranties of the Company...........................  3
         2.1.     Organization and Good Standing; Power and Authority;
                  ----------------------------------------------------
                  Qualifications.............................................  3
                  --------------
         2.2.     Authorization of the Documents.............................  4
                  ------------------------------
         2.3.     Capitalization.............................................  4
                  --------------
         2.4.     Authorization and Issuance of Capital Stock................  5
                  -------------------------------------------
         2.5.     Reservation of Shares......................................  5
                  ---------------------
         2.6.     Financial Statements.......................................  5
                  --------------------
         2.7.     Absence of Undisclosed Liabilities.........................  6
                  ----------------------------------
         2.8.     Absence of Material Changes................................  6
                  ---------------------------
         2.9.     No Conflict................................................  7
                  -----------
         2.10.    Agreements.................................................  7
                  ----------
         2.11.    Patents, Trademarks, etc...................................  8
                  ------------------------
         2.12.    Equity Investments; Subsidiaries...........................  8
                  --------------------------------
         2.13.    Corporate Minute Books.....................................  9
                  ----------------------
         2.14.    Suitability................................................  9
                  -----------
         2.15.    Assets.....................................................  9
                  ------
         2.16.    Employee Benefit Plans..................................... 10
                  ----------------------
         2.17.    Labor Relations; Employees................................. 12
                  --------------------------
         2.18.    Litigation; Orders......................................... 13
                  ------------------
         2.19.    Compliance with Laws; Permits.............................. 13
                  -----------------------------
         2.20.    Offering Exemption......................................... 13
                  ------------------
         2.21.    Related Transactions....................................... 14
                  --------------------
         2.22.    Disclosure................................................. 14
                  ----------
         2.23.    Taxes...................................................... 14
                  -----
         2.24.    Environmental Protection................................... 16
                  ------------------------
         2.25.    Consents................................................... 18
                  --------
         2.26.    Insurance.................................................. 18
                  ---------
         2.27.    Brokers.................................................... 18
                  -------
         2.28.    Use of Proceeds............................................ 18
                  ---------------
         2.29.    Previous Issuances Exempt.................................. 19
                  -------------------------
         2.30.    Real Property.............................................. 19
                  -------------
         2.31.    Accounts Receivable........................................ 19
                  -------------------
<PAGE>

         2.32.    Investment Banking Services................................ 20
                  ---------------------------
         2.33.    Registration Rights........................................ 20
                  -------------------
         2.34.    Material................................................... 20
                  --------
         2.35     Spider Spin-Off............................................ 20
                  ---------------

III.  Representations and Warranties of the Investors and the Additional
      Investors.............................................................. 20
         3.1.     Investment Representations................................. 20
                  --------------------------
         3.2.     Due Authorization, Etc..................................... 21
                  ----------------------
         3.3      USITF, Encompass and TCI Solely............................ 21
                  -------------------------------

IV.   Certain Covenants...................................................... 22
         4.1.     Operation of the Business Prior to the Closing............. 22
                  ----------------------------------------------
         4.2.     Third Party Consents Prior to the Closing.................. 23
                  -----------------------------------------
         4.3.     Access to Records Prior to the Closing..................... 23
                  --------------------------------------
         4.4      Project Spinner............................................ 23
                  ---------------
         4.5      Use of Proceeds............................................ 23
                  ---------------

V.    Survival of Representations, Warranties, Agreements and Covenants, Etc. 23

VI.   Expenses............................................................... 24

VII.  Indemnification........................................................ 24
         7.1.     General Indemnification.................................... 24
                  -----------------------
         7.2.     Indemnification Principles................................. 25
                  --------------------------
         7.3.     Claim Notice............................................... 25
                  ------------
         7.4.     Claim Procedure............................................ 25
                  ---------------

VIII.  Miscellaneous......................................................... 27
         8.1.     Remedies................................................... 27
                  --------
         8.2.     Transfer Taxes............................................. 27
                  --------------
         8.3.     Further Assurances......................................... 27
                  ------------------
         8.4.     Successors and Assigns; Assignment......................... 28
                  ----------------------------------
         8.5.     Entire Agreement........................................... 28
                  ----------------
         8.6.     Notices.................................................... 28
                  -------
         8.7.     Amendments................................................. 29
                  ----------
         8.8.     Counterparts............................................... 29
                  ------------
         8.9.     Headings................................................... 29
                  --------
         8.10.    Nouns and Pronouns......................................... 29
                  ------------------
         8.11.    Governing Law.............................................. 29
                  -------------
         8.12.    Severability............................................... 30
                  ------------
         8.13.    Knowledge.................................................. 30
                  ---------
         8.14.    Termination................................................ 30
                  -----------
<PAGE>

                                    Exhibits


A - Legal Opinion
B - Amended and Restated Certificate of Incorporation
C - Bylaws
D - Amended and Restated Shareholders' and Voting Agreement
E - Investor Registration Rights Agreement
F - Amendments to Registration Rights Agreements
<PAGE>

                   SERIES E PREFERRED STOCK PURCHASE AGREEMENT

     SERIES E PREFERRED STOCK PURCHASE AGREEMENT, dated as of April 16, 1999, by
and among INTEK INFORMATION, INC., a Delaware corporation (the "Company"), U.S.
                                                                -------
INFORMATION TECHNOLOGY FINANCING, L.P., a Washington limited partnership
("USITF"), ENCOMPASS GROUP, INC., a Washington corporation ("Encompass"), TRANS
                                                             ---------
COSMOS USA, INC., a Washington corporation ("TCI," and together with USITF and
                                             ---
Encompass, the "Investors," and each individually an "Investor"), and each of
                ---------                             --------
those persons and entities whose names are set forth on the Schedule of
Investors attached hereto (the "Additional Investors" and each an "Additional
                                ---------- ---------               ----------
Investor").
--------

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS, the Company wishes to sell to the Investors, and the Investors
wish to purchase from the Company, shares of Series E Convertible Preferred
Stock, par value $.001 per share (the "Series E Preferred Stock");
                                       ------------------------
     WHEREAS, the Investors wish to invest approximately $4,000,000, in the
aggregate, in the Company; and

     WHEREAS, the Company wishes to sell to other qualified investors shares of
Series E Preferred Stock in accordance with the terms and conditions of this
Agreement.

     ACCORDINGLY, the parties hereto hereby agree as follows:

                       I. Issuance and Sale of Securities

     1.1. The Closing
          -----------

     (a) At the Closing (as defined in Section 1.1(b)), the Investors shall
purchase from the Company and the Company shall sell to the Investors an
aggregate of 2,484,472 shares of Series E Preferred Stock (the "Purchase") for
                                                                --------
an aggregate of $3,999,999.92 (the "Purchase Price"), as follows: (i) USITF
                                    --------------
shall purchase 931,677 shares of Series E Preferred Stock for $1,499,999.97,
(ii) Encompass shall purchase 1,242,236 shares of Series E Preferred Stock for
$1,999,999.96, and (iii) TCI shall purchase 310,559 shares of Series E Preferred
Stock for $499,999.99. The per share purchase price to be paid by each Investor
for the Series E Preferred Stock purchased by it at the Closing is $1.61. The
Company has no obligation to sell any of such Series E Preferred Stock unless
all of the Investors purchase such quantities of Series E Preferred Stock.

     (b) The closing of the Purchase (the "Closing") shall take place at the
                                           -------
offices of Chrisman, Bynum & Johnson, P.C., 1900 Fifteenth Street, Boulder, CO
80302 on a date (the "Closing Date") as soon as practicable following the
                      ------------
satisfaction or waiver of each of the closing


                                       1
<PAGE>

conditions set forth herein. The parties will use their respective best efforts
to have the Closing occur on or before April 16, 1999.

     (c) At the Closing: (i) Chrisman, Bynum & Johnson, P.C., counsel to the
Company, shall deliver to each Investor its opinion substantially in the form of
Exhibit A attached hereto, (ii) the Company shall deliver to each Investor
copies of the Company's Certified (by the Delaware Secretary of State) Amended
and Restated Certificate of Incorporation ("Restated Certificate") substantially
                                            --------------------
in the form of Exhibit B attached hereto, the Company's By-Laws substantially in
the form of Exhibit C attached hereto, and resolutions of the Company's Board of
Directors approving the transaction contemplated hereby, each certified by the
Assistant Secretary of the Company as true, correct and complete and in effect
as of the Closing, (iii) the Company, each Investor and certain other equity
holders of the Company shall deliver duly executed counterparts to the Amended
and Restated Shareholders' and Voting Agreement in the form of Exhibit D hereto
(the "Shareholders' Agreement"), (iv) each Investor and the Company shall
      -----------------------
deliver duly executed counterparts to the Registration Rights Agreement by and
among the Company and the Investors in the form of Exhibit E hereto (the
"Investor Registration Rights Agreement") and (v) the necessary parties shall
 --------------------------------------
deliver executed counterparts to the Amendments (as defined in Section 2.1).

     (d) At the Closing, the Company shall deliver to each Investor a
certificate ("CEO Certificate"), dated the Closing Date and executed by the
              ---------------
Chief Executive Officer of the Company, certifying to the effect that (i) each
of the representations and warranties of the Company set forth in this Agreement
are accurate in all material respects on and as of the Closing Date as if made
on and as of the Closing Date and (ii) each of the covenants and obligations
that the Company is obligated to perform or to comply with pursuant to this
Agreement at or prior to the Closing has been duly performed and complied with
in all material respects.

     (e) At the Closing, the Company shall deliver to each Investor a
certificate representing the shares of Series E Preferred Stock purchased by it,
registered in the name of each Investor. Delivery of such certificate to each
Investor shall be made against receipt at the Closing by the Company from each
Investor of its respective portion of the Purchase Price, which shall be paid by
wire transfer to an account designated at least one business day prior to the
Closing by the Company.

     (f) The Company may, at any time and from time to time during the 180-day
period immediately following the Closing, without obtaining the signature,
consent or permission of the Investors or any other party hereto, offer and sell
to Additional Investors (who may already be holders of securities of the
Company), at a price of $1.61 per share, up to an additional 1,242,236 shares of
Series E Preferred Stock (the "Additional Shares"). At the closing of any such
                               -----------------
sale of Additional Shares (each a "Subsequent Closing"), each such Additional
                                   ------------------
Investor shall deliver to the Company a duly executed counterpart to this
Agreement (certifying in particular the accuracy of the representations and
warranties in Article III hereof as applied to such Additional Investor), the
Shareholders' Agreement and the Investor Registration Rights Agreement. At each
Subsequent Closing, the Company shall deliver to each Additional Investor
participating in such Subsequent Closing (i) a CEO Certificate dated the date of
the Subsequent Closing, and (ii) a certificate


                                       2
<PAGE>

representing the shares of Series E Preferred Stock purchased by it, registered
in the name of the Additional Investor. Delivery of such certificate to each
Additional Investor shall be made against receipt at the Subsequent Closing by
the Company from such Additional Investor of the purchase price therefor, which
shall be paid by wire transfer to an account designated at least one business
day prior to the Subsequent Closing by the Company. Any such Additional Shares
purchased by such Additional Investors, and such Additional Investors, shall be
subject to all of the terms and conditions of this Agreement and the other
Documents.

               II. Representations and Warranties of the Company

     The Company hereby represents and warrants to each Investor as follows as
of the date hereof and as of the Closing Date, and hereby represents and
warrants to the Additional Investors as follows as of the date hereof and as of
the date of the relevant Subsequent Closing (subject to additional disclosures
made in the CEO Certificate for each such Subsequent Closing):

     2.1. Organization and Good Standing; Power and Authority; Qualifications.
          -------------------------------------------------------------------
The Company and each of its Subsidiaries (a) is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization, (b) has
all requisite power and authority to own, lease and operate its properties and
to carry on its business as presently conducted and as proposed to be conducted
and (c) has all requisite power and authority to enter into and carry out the
transactions contemplated by (i) this Agreement, (ii) the Restated Certificate,
(iii) the Shareholders' Agreement, (iv) the Investor Registration Rights
Agreement, (v) Amendment No. 1 to the Registration Rights Agreement between the
Company and Conning Insurance Capital Limited Partnership V, in the form of
Exhibit F-1 hereto, (vi) Amendment No. 2 to the Registration Rights Agreement
among the Company, Frank Richards, Bain & Company, Inc., and Squam Lake
Investors II, L.P., in the form of Exhibit F-2 hereto, (vii) Amendment No. 2 to
the Registration Rights Agreement among the Company, Resource Bancshares
Corporation and Timothy C. O'Crowley, in the form of Exhibit F-3 hereto, and
(viii) Amendment No. 3 to the Registration Rights Agreement between the Company
and The Beacon Group III - Focus Value Fund, L.P., in the form of Exhibit F-4
hereto (the foregoing amendments to registration rights agreements are
collectively defined as the "Amendments," and all of the foregoing documents in
                             ----------
this subpart (c) are collectively defined as the "Documents"). The Company and
                                                  ---------
each Subsidiary is qualified to transact business as a foreign corporation in,
and is in good standing under the laws of, those jurisdictions listed on
Schedule 2.1, which jurisdictions constitute all of the jurisdictions wherein
------------
the character of the property owned or leased or the nature of the activities
conducted by it makes such qualification necessary, except for those
jurisdictions where the failure to be so qualified and in good standing would
not, individually or in the aggregate, have or reasonably be expected to have a
material adverse effect on the business, operations, properties, assets,
liabilities, condition (financial or other) or results of operations of the
Company (a "Material Adverse Effect").
            -----------------------

     2.2. Authorization of the Documents. The execution, delivery and
          ------------------------------
performance of each of the Documents has been duly authorized by all requisite
corporate action on the part of the Company, and each of the Documents
constitutes a legal, valid and binding obligation of the


                                       3
<PAGE>

Company, enforceable against the Company in accordance with its terms except to
the extent that enforceability may be limited by principles of equity,
bankruptcy, insolvency or other similar laws affecting rights of persons
generally and relating to equitable principles of general application.

     2.3. Capitalization
          --------------

     (a) The authorized capitalization of the Company immediately following the
Purchase will consist of:

     (i) Preferred Stock. 63,321,322 shares of Preferred Stock, par value $.001
per share ("Preferred Stock"), of which (A) 15,000 shares have been designated
            ---------------
Series A Preferred Stock, (B) 17,274,836 shares have been designated Series B
Convertible Preferred Stock, (C) 8,920,679 shares have been designated Series C
Convertible Preferred Stock, (D) 12,378,676 shares have been designated Series D
Convertible Preferred Stock, (E) 5,217,392 shares have been designated Series E
Convertible Preferred Stock, and (F) 19,514,739 shares of "blank check"
preferred stock that have no designation and none of which have been issued or
are outstanding. All of the outstanding shares of Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock
have been validly issued and are outstanding, fully paid and nonassessable and
free and clear of all mortgages, judgments, claims, liens, security interests,
pledges, escrows, charges or other encumbrances of any kind or character
whatsoever ("Encumbrances") other than: (i) those created by the Documents; (ii)
             ------------
those listed on Schedule 2.3(a); and (iii) those created by, or as a result of
                ---------------
actions of the shareholder and which are not known to an executive officer of
the Company.

     (ii) Common Stock. 105,805,860 shares of Common Stock, par value $.0001 per
share ("Common Stock"). All of the outstanding shares of Common Stock have been
        ------------
validly issued, and are outstanding, fully paid and nonassessable and free and
clear of all Encumbrances except for (i) those created by the Documents; (ii)
those listed on Schedule 2.3(a); and (iii) those created by, or as a result of
                ---------------
actions of the shareholder and which are not known to an executive officer of
the Company.

     (b) Schedule 2.3(b) hereto contains a list of (i) all holders of record of
         ---------------
capital stock of the Company, including the number of shares of capital stock
held by each such holder, and (ii) all outstanding warrants, options,
agreements, convertible securities or other commitments pursuant to which the
Company is or may become obligated to issue any shares of the capital stock or
other securities of the Company, which names all persons entitled of record to
receive such shares or other securities, the shares of capital stock or other
securities required to be issued thereunder as of the date hereof and the price
per share, if any, payable with respect to the issuance of any share of capital
stock issuable thereunder. Except as set forth on Schedule 2.3(b), the Company
has no knowledge of the names of any beneficial owners of shares of capital
stock of the Company who are not otherwise holders of record. Except as set
forth on Schedule 2.3(a) or as contemplated by the Documents there is, and
immediately after the Closing there will be, no agreement, restriction or
encumbrance (such as a preemptive or similar right, right of first refusal,
right of first offer, proxy,


                                       4
<PAGE>

voting agreement, voting trust, registration rights agreement, stockholders'
agreement, warrant, etc.,) (i) with respect to which the Company is a party and
(ii) with respect to the best knowledge of the Company, to which the Company is
not a party with respect to the purchase, sale or voting of any shares of
capital stock or other securities of the Company pursuant to any provision of
law, the Restated Certificate or By-laws of the Company, any agreement or
otherwise. Except as contemplated by the Documents or except for the right to
vote its shares of capital stock of the Company for the election of directors,
no person has the right to nominate or elect one or more directors of the
Company.

     2.4. Authorization and Issuance of Capital Stock. The authorization,
          -------------------------------------------
issuance, sale and delivery of the Series E Preferred Stock pursuant to this
Agreement and the authorization, reservation, issuance, sale and delivery of the
Common Stock issuable upon conversion of the Series E Preferred Stock issued
pursuant to this Agreement (the "Conversion Shares") have been duly authorized
                                 -----------------
by all requisite corporate action on the part of the Company, and when issued,
sold and delivered in accordance with this Agreement, the Series E Preferred
Stock and the Conversion Shares will be validly issued and outstanding, fully
paid and nonassessable with no personal liability attaching to the ownership
thereof, free and clear of any Encumbrances, other than Encumbrances under the
Documents and those, if any, arising as a result of actions taken by any of the
Investors or any of the Additional Investors, and, except as set forth in the
Shareholders' Agreement, not subject to preemptive or similar rights of the
stockholders of the Company or others. The terms, designations, powers,
preferences and relative, participating, optional and other special rights, and
the qualifications, limitations and restrictions, of any series of Preferred
Stock of the Company are as stated in the Company's Restated Certificate and the
Documents.

     2.5. Reservation of Shares. The Company has reserved a sufficient number of
          ---------------------
shares of Common Stock for issuance to the Investors upon the conversion of the
Series E Preferred Stock issued to the Investors on the date of the Closing in
accordance with this Agreement and for issuance to each Additional Investor upon
the conversion of the Series E Preferred Stock issued to it on the date of any
Subsequent Closing in accordance with this Agreement, plus an additional number
of shares of Common Stock equal to 40% of such numbers (in the aggregate) to
provide for conversion of a limited number of additional shares of Series E
Preferred Stock upon a "Series E PIK Election" as defined in the Restated
                        ---------------------
Certificate. The Company has reserved 1,490,684 additional shares of Series E
Preferred Stock for issuance upon such a Series E PIK Election.

     2.6. Financial Statements. The Company has furnished to each Investor the
          --------------------
consolidated unaudited statements of income, stockholders' equity and cash flows
of the Company for the 12-month period commencing on January 1, 1998, through
December 31, 1998, and the consolidated unaudited balance sheet of the Company
as of such date (the "Balance Sheet Date" and all such financial statements, the
                      ------------------
"Company Financial Statements"). The Company Financial Statements (i) are in
 ----------------------------
accordance with the books and records of the Company and the Subsidiaries, (ii)
have been prepared in accordance with generally accepted accounting principles
("GAAP") consistently applied (except that the financial statements for the
  ----
12-month period ended December 31, 1998 and the balance sheet as of such date do
not include all of the footnotes required under GAAP and do not


                                       5
<PAGE>

include customary year-end adjustments) and (iii) fairly and accurately present
the financial position of the Company and its consolidated subsidiaries as of
December 31, 1998, and the results of its operations and cash flows for the
periods set forth in such statements. Schedule 2.7 sets forth additional
potential liabilities not contained in such statements.

     2.7. Absence of Undisclosed Liabilities. Except as disclosed on Schedule
          ----------------------------------                         --------
2.7, the Company and the Subsidiaries have no liabilities or obligations
---
(whether accrued, absolute, contingent, unliquidated or otherwise, whether or
not known, whether due or to become due and regardless of when asserted) other
than (i) liabilities or obligations reserved against or otherwise disclosed in
the Company Financial Statements, (ii) other liabilities or obligations that
were incurred after the Balance Sheet Date in the ordinary course of business
consistent (in amount and kind) with past practice (none of which is a liability
resulting from breach of contract, breach of warranty, tort, infringement, claim
or lawsuit) and that do not exceed $100,000 in the aggregate, and (iii)
liabilities or obligations under Contracts listed in the Schedules to this
Agreement or under Contracts that are not required to be disclosed therein (but
not liabilities for breaches thereof).

         2.8. Absence of Material Changes. Except as set forth on Schedule 2.8,
              ---------------------------                         ------------
since the Balance Sheet Date, the Company (which term includes each Subsidiary
for purposes of this Section) has conducted its business in the ordinary course,
consistent with past practice and there has not been (a) any Material Adverse
Effect or any event or condition (other than events or conditions affecting the
Company's industry generally and which have been publicly reported) which could
reasonably be expected to have such a Material Adverse Effect, (b) any waiver or
cancellation of any material right of the Company, or the cancellation of any
material debt or claim held by the Company, (c) any payment, discharge or
satisfaction of any claim, liability or obligation of the Company other than in
the ordinary course of business, (d) any Encumbrance upon the assets of the
Company other than any Permitted Encumbrance (as defined in Section 2.30), (e)
any declaration or payment of dividends on, or other distribution with respect
to, or any direct or indirect redemption or acquisition of, any securities of
the Company, (f) any issuance of any stock, bonds or other securities of the
Company, (g) any sale, assignment or transfer of any tangible or intangible
assets of the Company except in the ordinary course of business, (h) any loan by
the Company to any officer, director, employee, consultant or shareholder of the
Company (other than advances to such persons in the ordinary course of business
in connection with travel and travel related expenses), (i) any damage,
destruction or loss (whether or not covered by insurance) materially and
adversely affecting the assets, property, financial condition or results of
operations of the Company, (j) any increase, direct or indirect, in the
compensation paid or payable to any officer or director of the Company or, other
than in the ordinary course of business, to any other employee, consultant or
agent of the Company, (k) any change in the accounting or tax methods, practices
or policies, or of any material tax election of the Company, (l) any
indebtedness incurred for borrowed money by the Company other than in the
ordinary course of business, (m) any amendment to or termination of any material
agreement to which the Company is a party other than the expiration of any such
agreement in accordance with its terms, (n) any change of which either (i) the
Company has received notice or (ii) otherwise has knowledge with respect to the
regulation of the Company or its activities by any administrative agency or
governmental body to the extent such change has had or could reasonably be
expected to


                                       6
<PAGE>

have a Material Adverse Effect, (o) any material change in the manner of
business or operations of the Company (including, without limitation, any
accelerations or deferral of the payment of accounts payable or other current
liabilities or deferral of the collection of accounts or notes receivable), (p)
any capital expenditures or commitments therefor by the Company that aggregate
in excess of $100,000, (q) except for any amendments to the Company's
certificate of incorporation and by-laws required in connection with the
transactions contemplated by this Agreement, any amendment of the certificate of
incorporation, by-laws or other organizational documents of the Company, (r) any
transaction entered into by the Company other than in the ordinary course of
business or any other material transaction entered into by the Company whether
or not in the ordinary course of business, or (s) any agreement or commitment
(contingent or otherwise) by the Company to do any of the foregoing.

     2.9. No Conflict. The execution and delivery by the Company of the
          -----------
Documents and the consummation by the Company of the transactions contemplated
hereby and thereby and the compliance by the Company with the provisions hereof
and thereof (including, without limitation, the issuance, sale and delivery by
the Company of the Series E Preferred Stock and the Conversion Shares) will not
(a) (relying, in part, upon the representations and warranties of the Investors
and the Additional Investors in Article III) violate any provision of law,
statute, rule or regulation, or any ruling, writ, injunction, order, judgment or
decree of any court, administrative agency or other governmental body applicable
to it or the Subsidiaries, or any of their respective properties or assets; (b)
except as listed on Schedule 2.9 conflict with or result in any breach of any of
                    ------------
the terms, conditions or provisions of, or constitute (with due notice or lapse
of time, or both) a default (or give rise to any right of termination,
cancellation or acceleration) under, or result in the creation of any
Encumbrance upon any of its or the Subsidiaries' properties or assets under, any
Contract to which it or the Subsidiary is a party; or (c) violate its or the
Subsidiaries' certificate of incorporation or by-laws or other organizational
documents.

     2.10. Agreements
           ----------

     (a) Except as set forth on Schedule 2.10, the Company (which term includes
                                -------------
the Subsidiaries for purposes of this Section) is not a party to any contract,
agreement, indenture, mortgage, guaranty, lease, license or understanding,
written or oral (a "Contract"), other than any Contract which (i) pursuant to
                    --------
its terms, has expired, been terminated or fully performed by the parties, and
in each case, under which the Company has no liability, contingent or otherwise,
or (ii) involves monthly payments to or from the Company (as opposed to an
indemnity agreement or similar contract under which the Company has any
contingent liability) which monthly payments do not aggregate on an annual basis
to $50,000 or more, and in each case, is not material to the business or
financial condition of the Company.

     (b) Complete copies (or, if oral, full written descriptions) of all
Contracts required to be listed on Schedule 2.10, including all amendments
thereto, have been made available to each Investor. Each of such Contracts is,
as of the date hereof, and will continue to be at and after the Closing, a
legal, valid, and binding obligation of, enforceable against, and in full force
and effect


                                       7
<PAGE>

against, the Company and, to the best knowledge of the Company, the other
parties thereto. There is no breach, violation or default by the Company and no
event (including, without limitation, the consummation of the transactions
contemplated by the Documents except as listed on Schedule 2.9) which, with
notice or lapse of time or both, would (i) constitute a breach, violation or
default by the Company under any such Contract or (ii) give rise to any lien or
right of termination, modification, cancellation, prepayment, suspension,
limitation, revocation or acceleration against the Company under any such
Contract. To the best of the Company's knowledge, except as set forth on
Schedule 2.10, no other party to any of such Contracts is in arrears in respect
of the performance or satisfaction of the terms and conditions on its part to be
performed or satisfied under any of such Contracts, no waiver or indulgence has
been granted by any of the parties thereto and no party to any of such Contracts
has repudiated any provision thereof.

     2.11. Patents, Trademarks, etc. To the Company's best knowledge, the
           ------------------------
Company and the Subsidiaries own, possess or have the right to use pursuant to
license, sublicense, agreement or permission all patents, inventions,
trademarks, service marks, trade names, whether registered or otherwise,
together with all goodwill associated therewith, copyrights, licenses,
information, proprietary rights, and processes, including the TelWeb Customer
Communications Data System, as listed on Schedule 2.11, necessary for the lawful
                                         -------------
conduct of their business as now conducted, without any infringement of or
conflict with the rights of others. The TelWeb Customer Communications Data
System is owned by the Company and none of it is licensed from other persons.
Except as set forth in Schedule 2.11, there are no outstanding options,
licenses, or agreements of any kind relating to the foregoing intellectual
property rights, nor is the Company or any Subsidiary bound by or a party to any
options, licenses, or agreements of any kind with respect to the patents,
trademarks, service marks, trade names, copyrights, trade secrets, licenses,
information, proprietary rights and processes of any other person or entity.
Except as set forth on Schedule 2.11, the Company and the Subsidiaries have not
received any communications alleging that the conduct of the Company's or any
Subsidiaries' business infringes or conflicts with the rights of others under
patents, trademarks, copyrights and trade secrets. To the best of the Company's
knowledge, except as set forth in Schedule 2.11, the Company's and each
Subsidiary's business as now conducted and as proposed to be conducted will not
infringe or conflict with the rights of others, including rights under patents,
trademarks, copyrights and trade secrets. The Company's computer systems and
software are "year 2000 compliant" in all material respects.

     2.12. Equity Investments; Subsidiaries. Except as set forth in Schedule
           --------------------------------                         --------
2.12, the Company has no Subsidiaries and has never owned, and does not
----
presently own, directly or indirectly, any capital stock or other proprietary
interest, directly or indirectly, in any company, association, trust,
partnership, joint venture or other entity. For purposes of this Agreement, the
term "Subsidiary" means, with respect to any person, any company, partnership or
      ----------
other entity (a) of which shares of capital stock or other ownership interests
having ordinary voting power to elect a majority of the board of directors or
other similar managing body of such company, partnership or other entity are at
the time owned or controlled, directly or indirectly, by such person or (b) the
management of which is otherwise controlled, directly or indirectly, through one
or more intermediaries by such person.


                                       8
<PAGE>

     2.13. Corporate Minute Books. The corporate records of the Company are
           ----------------------
correct and complete. True and correct copies of all minutes of meetings or
other actions by the directors, stockholders or incorporators of the Company
since its inception have previously been provided to the Investors.

     2.14. Suitability. To the best knowledge of the Company, none of the events
           -----------
described in Item 401(f) of Regulation S-K under the Securities Act of 1933, as
amended (the "Securities Act"), has occurred during the last five years with
              --------------
respect to any director or officer of the Company.

     2.15. Assets
           ------

     (a) The Company (which term includes each Subsidiary for purposes of this
Section) has good and marketable title, or a valid leasehold interest in or
contractual right to use, all of its assets and properties, free and clear of
any Encumbrances except (i) as disclosed in Schedule 2.15(a), (ii) Encumbrances
                                            ----------------
for taxes not yet due and payable, (iii) Encumbrances set forth on Schedule
2.15(a) for taxes and charges and other claims, the validity of which the
Company is contesting in good faith or (iv) Permitted Encumbrances. The assets
and properties owned by, or leased to, the Company are sufficient for the
conduct of the business and operation of the Company as presently conducted and
as presently proposed to be conducted.

     (b) Except as set forth on Schedule 2.15(b), the buildings, facilities,
                                ----------------
machinery, equipment, furniture, leasehold and other improvements, fixtures,
vehicles, structures, any related capitalized items and other tangible property
owned by, or leased to the Company, as of the date hereof, (i) are to the
Company's best knowledge without investigation, in good operating condition and
repair (normal wear and tear excepted) and (in the case of buildings or
structures located on the Real Properties (as defined in Section 2.31)) free of
any structural or engineering defects and (ii) to the Company's best knowledge,
are suitable for their current use.

     (c) Except as set forth on Schedule 2.15(c), the Company has not received
                                ----------------
notice of, and has no knowledge of, any pending, threatened or contemplated
condemnation proceeding or similar taking affecting the assets of the Company
(including the Real Properties).

     2.16. Employee Benefit Plans
           ----------------------

     (a) Schedule 2.16 hereto contains a true and complete list of (i) each
         -------------
plan, program, policy, payroll practice, contract, agreement or other
arrangement, or commitment therefore, providing for compensation, severance,
termination pay, performance awards, stock or stock-related awards, fringe
benefits or other employee benefits of any kind, whether formal or informal,
funded or unfunded, written or oral, and whether or not legally binding, which
is now or previously has been sponsored, maintained, contributed to or required
to be contributed to by the Company (which includes each Subsidiary for purposes
of this Section) or pursuant to which the Company has any liability, contingent
or otherwise, including, but not limited to, any "employee benefit plan" within
the meaning of Section 3(3) of the Employee Retirement Income Security Act

                                       9
<PAGE>

of 1974, as amended ("ERISA") (each, a "Company Benefit Plan"); and (ii) each
                      -----             --------------------
management, employment, bonus, option, equity (or equity related), severance,
consulting, non compete, confidentiality or similar agreement or contract,
pursuant to which the Company has any liability, contingent or otherwise,
between the Company and any current, former or retired employee, officer,
consultant, independent contractor, agent or director of the Company (an
"Employee") (each, an "Employee Agreement"). Except as identified on Schedule
 --------              ------------------
2.16, neither the Company nor any ERISA Affiliate (as defined in 2.16(b))
currently sponsors, maintains, contributes to, or is required to contribute to,
nor has the Company ever sponsored, maintained, contributed to or been required
to contribute to, or incurred any liability to, (i) any "multiemployer plan" (as
defined in ERISA Section 3(37)) or (ii) any Company Benefit Plan which provides,
or has any liability to provide, life insurance, medical, severance or other
employee welfare benefits to any Employee upon his or her retirement or
termination of employment, except as required by Section 4980B of the Internal
Revenue Code ("Code"). Neither the Company nor any of the entities set forth on
Schedule 2.16(a) has or has had any ERISA Affiliates other than the Company or
----------------
any of such entities.

     (b) An "ERISA Affiliate" is defined as any entity that is (or at any
             ---------------
relevant time was) a member of a "controlled group of corporations" with, or
under "common control" with, or a member of an "affiliated service group" with,
or otherwise required to be aggregated with, the Company or any entity listed on
Schedule 2.16(a) as set forth in Section 414(b), (c), (m) or (o) of the Code or
Section 4001(a)(14) of ERISA.

     (c) The Company has made available to each Investor current, accurate and
complete copies of all documents embodying or relating to each Company Benefit
Plan and each Employee Agreement, including all amendments thereto, trust or
funding agreements relating thereto (if any), the two most recent annual reports
(Series 5500 and related schedules) required under ERISA (if any), summary
annual reports, the most recent determination letter (if any) received from the
Internal Revenue Service ("IRS"), the most recent summary plan description (with
                           ---
all material modifications) (if any), and if the Company Benefit Plan is funded,
the most recent annual and periodic accounting of Company Benefit Plan assets,
and has made available to each Investor all material communications to any
Employee or Employees relating to any Company Benefit Plan or Employee
Agreement.

     (d) With respect to each Company Benefit Plan (i) the Company and each
ERISA Affiliate has performed all obligations required to be performed by it
under each Company Benefit Plan and Employee Agreement and neither the Company
nor any ERISA Affiliate is in default under or in violation of, any Company
Benefit Plan, (ii) each Company Benefit Plan has been established and maintained
in accordance with its terms and in compliance with all applicable laws,
statutes, orders, rules and regulations, including but not limited to ERISA and
the Code, including without limiting the foregoing, the timely filing of all
required reports, documents and notices, where applicable, with the IRS and the
Department; (iii) each Company Benefit Plan intended to qualify under Section
401 of the Code is, and since its inception has been, so qualified and a
determination letter has been issued by the IRS to the effect that each such
Company Benefit Plan is so qualified and that each trust forming a part of any
such Company Benefit Plan is exempt from tax pursuant

                                       10
<PAGE>

to Section 501(a) of the Code and no circumstances exist which would adversely
affect this qualification or exemption; (iv) no "prohibited transaction," within
the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred
with respect to any Company Benefit Plan; (v) no action or failure to act and no
transaction or holding of any asset by, or with respect to, any Company Benefit
Plan has or, under currently applicable laws and regulations, may subject the
Company or any ERISA Affiliate or any fiduciary to any tax, penalty or other
liability, whether by way of indemnity or otherwise; (vi) there are no actions,
proceedings, arbitrations, suits or claims pending, or to the best knowledge of
the Company and any ERISA Affiliate, threatened or anticipated (other than
routine claims for benefits) against the Company or any ERISA Affiliate or any
administrator, trustee or other fiduciary of any Company Benefit Plan with
respect to any Company Benefit Plan or Employee Agreement, or against any
Company Benefit Plan or against the assets of any Company Benefit Plan; (vii) no
event or transaction has occurred with respect to any Company Benefit Plan that
would result in the imposition of any tax under Chapter 43 of Subtitle D of the
Code; (viii) each Company Benefit Plan can be amended, terminated or otherwise
discontinued without liability to the Company or any ERISA Affiliate; (ix) no
Company Benefit Plan is under audit or investigation by the IRS, the Department
or the PBGC, and to the best knowledge of the Company and any ERISA Affiliate,
no such audit or investigation is pending or threatened.

     (e) The execution of, and performance of the transactions contemplated in,
this Agreement will not (either alone or upon the occurrence of any additional
or subsequent events) (i) constitute an event under any Company Benefit Plan or
Employee Agreement that will or may result in any payment (whether of severance
pay or otherwise), acceleration, forgiveness of indebtedness, vesting,
distribution, increase in benefits or obligations to fund benefits with respect
to any Employee, or (ii) result in the triggering or imposition of any
restrictions or limitations on the right of the Company or the Investors to
amend or terminate any Company Employee Plan and receive the full amount of any
excess assets remaining or resulting from such amendment or termination, subject
to applicable taxes. Except as set forth in Schedule 2.16(e), no payment or
                                            ----------------
benefit which will or may be made by the Company or the Investors or any of
their respective affiliates with respect to any employee of the Company will be
characterized as an "excess parachute payment," within the meaning of Section
280G(b)(1) of the Code.

     (f) With respect to each Company Benefit Plan (other than a multi-employer
plan) which is an "employee pension benefit plan" within the meaning of Section
3(2) of ERISA ("Pension Plan"), (i) no steps have been taken to terminate any
                ------------
Pension Plan now maintained or contributed to, no termination of any Pension
Plan has occurred pursuant to which all liabilities have not been satisfied in
full, no liability under Title IV of ERISA has been incurred by the Company or
any ERISA Affiliate which has not been satisfied in full, and no event has
occurred and no condition exists that could reasonably be expected to result in
the Company or any ERISA Affiliate incurring a liability under Title IV of ERISA
or could constitute grounds for terminating any Pension Plan; (ii) no proceeding
has been initiated by the PBGC to terminate any Pension Plan or to appoint a
trustee to administer any Pension Plan; (iii) each Pension Plan which is subject
to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code, has been
maintained in compliance with the minimum funding standards of ERISA and the
Code and no such Pension Plan has incurred any

                                       11
<PAGE>

"accumulated funding deficiency," as defined in Section 412 of the Code and
Section 302 of ERISA, whether or not waived; (iv) neither the Company or any
ERISA Affiliate has sought nor received a waiver of its funding requirements
with respect to any Pension Plan and all contributions payable with respect to
each Pension Plan have been timely made; (v) no reportable event, within the
meaning of Section 4043 of ERISA, and no event described in Section 4062 or 4063
of ERISA, has occurred with respect to any Pension Plan; and (vi) the present
value of all accrued benefits of each Pension Plan, determined on a plan
termination basis using the actuarial assumptions established by the PBGC as in
effect on the date of determination, does not as of the date hereof and will not
as of the Closing exceed the fair market value of the assets (which for this
purpose shall not include any accrued but unpaid contributions) of such Pension
Plan.

     (g) Immediately following the Closing, the Company will be primarily
engaged, directly or through a Subsidiary or Subsidiaries, in the production or
sale of a product or service other than the investment of capital within the
meaning of Department of Labor Regulation (S) 2510.3-101(c), (d) or (e).

     2.17. Labor Relations; Employees
           --------------------------

     (a) Schedule 2.17(a) lists all employees of the Company (which term
         ----------------
includes each Subsidiary for purposes of this Section) with an annual salary in
excess of $40,000. Except as set forth on Schedule 2.17(a), (i) the Company is
not delinquent in payments to any of its employees, for any wages, salaries,
commissions, bonuses or other direct compensation for any services performed by
the date hereof or material amounts required to be reimbursed by them to the
date hereof, (ii) the Company is in material compliance with all applicable
federal, state and local laws, rules and regulations respecting employment,
employment practices, labor, terms and conditions of employment and wages and
hours, (iii) the Company is not bound by or subject to (and none of its assets
or properties is bound by or subject to) any written or oral, express or
implied, commitment or arrangement with any labor union, and no labor union has
requested or, to the best knowledge of the Company, has sought to represent any
of the employees, representatives or agents of the Company, (iv) there is no
labor strike, dispute, slowdown or stoppage actually pending, or, to the best
knowledge of the Company, threatened against or involving the Company, and (v)
to the best knowledge of the Company, no salaried key employee has any plans to
terminate his or her employment with the Company. Each of the officers of the
Company, each key employee and each other employee and consultant now employed
or retained by the Company who has access to confidential information of the
Company has executed a confidentiality agreement, and such agreements are in
full force and effect.

     (b) Except as set forth on Schedule 2.17(b), the Company is not a party to
                                ----------------
or bound by any employment contract, deferred compensation agreement, bonus
plan, incentive plan, profit sharing plan, retirement agreement or other
employee compensation agreement. To the best knowledge of the Company, there has
been no breach, violation or default by any party under the agreements listed on
Schedule 2.17(b).

                                       12
<PAGE>

         2.18. Litigation; Orders. Except as set forth on Schedule 2.18, there
               ------------------                         -------------
is no civil, criminal, administrative or regulatory action, suit, claim, notice,
hearing, inquiry, proceeding or investigation at law or in equity by or before
any court, regulator, arbitrator or similar panel, governmental instrumentality
or other agency now pending or, to the best knowledge of the Company, threatened
against the Company or any of its Subsidiaries, or the assets or the business of
the Company or any of its Subsidiaries. Except as set forth in Schedule 2.18,
neither the Company nor any of its Subsidiaries is subject to any order, writ,
injunction or decree of any court of any federal, state, municipal or other
domestic or foreign governmental department, commission, board, bureau, agency
or instrumentality.

     2.19. Compliance with Laws; Permits. Except as provided in Schedule 2.19,
           -----------------------------                        -------------
the Company (which term includes each Subsidiary for purposes of this Section)
(a) has complied in all material respects with all federal, state, local and
foreign laws, rules, ordinances, codes, consents, authorizations, registrations,
regulations, decrees, directives, judgments and orders applicable to it and its
business (including, without limitation, the Telephone Consumer Protection Act
of 1991 and the Federal Telemarketing and Consumer Fraud and Abuse Prevention
Act of 1994), and (b) has all federal, state, local and foreign governmental
licenses, permits and authorizations necessary in the conduct of its business as
currently conducted (including, without limitation, any state teleservice
industry registration requirements), such licenses, permits and qualifications
are in full force and effect, and no violations (other than violations notice of
which has not been received by the Company) have been recorded in respect of any
such licenses, permits and qualifications, and no proceeding is pending or, to
the best knowledge of the Company, threatened to revoke or limit any such
license, permit or qualification. Schedule 2.19 sets forth a list of all such
licenses, permits and authorizations, and the expiration dates thereof.

     2.20. Offering Exemption. Assuming the accuracy of the representations and
           ------------------
warranties contained in Section 3 hereof, the offer and sale of the Series E
Preferred Stock to the Investors and the Additional Investors as contemplated
hereby and the issuance and delivery of the Conversion Shares to the Investors
and the Additional Investors upon the conversion of the Series E Preferred Stock
are each exempt from registration under the Securities Act and under applicable
state securities and "blue sky" laws, each as currently in effect.

     2.21. Related Transactions
           --------------------

           (a) Except as set forth on Schedule 2.21(a), no current stockholder,
                                      ----------------
director, officer or employee of the Company, or any "affiliate" or "associate"
(as such terms are defined in Rule 12b-2 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of any of the foregoing persons or the
                       ------------
Company is presently, or during the past five years has been, directly or
indirectly, a party to any agreement, transaction or series of similar
transactions with the Company or any of its Subsidiaries, other than in
connection with any such person's duties as a director, officer or employee of
the Company or a Subsidiary.

                                       13
<PAGE>

     (b) Each ongoing intercompany transaction set forth on Schedule 2.21(a), if
any, is on terms that are (i) consistent with the past practice of the Company
and (ii) at least as favorable to the Company or the Subsidiary as would be
available with independent third parties dealing at arms' length.

     2.22. Disclosure. Neither this Agreement nor any certificate, instrument or
           ----------
written statement furnished or made to any Investor or any Additional Investor
by or on behalf of the Company in connection with this Agreement contains any
untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements contained herein and therein not misleading.
There is no fact which the Company has not disclosed to any Investor or any
Additional Investor or its respective counsel in writing and of which the
Company is aware which materially and adversely affects or which could
reasonably be expected to materially and adversely affect the business,
financial condition, operations, property or affairs of the Company or the
ability of the Company to perform its obligations under the Documents. All
projections delivered to the Investors and the Additional Investors in
connection with this Agreement were prepared in good faith, but are not
guarantees of future performance.

     2.23. Taxes
           -----

           (a) Except as set forth on Schedule 2.23(a), (i) the Company (and for
                                      ----------------
each Affiliated Period, each Affiliated Group of which the Company was a member)
has timely filed all Tax Returns (as such terms are defined below) required by
law to have been filed by it and has timely paid all Taxes required to be paid
by it including, without limitation, any Tax for which a notice of assessment or
demand for payment has been received by the Company (and for each Affiliated
Period, each Affiliated Group of which the Company was a member), (ii) all Tax
Returns filed by the Company (and for each Affiliated Period, each Affiliated
Group of which the Company was a member) were complete and correct in all
material respects and (iii) all amounts required to be collected or withheld by
the Company have been collected or withheld and any such amounts that are
required to be remitted to any taxing authority have been duly remitted. The
accruals and reserves for Taxes in each of the balance sheets referenced in
Section 2.6 are adequate in all material respects to cover any liability of the
Company for Taxes for periods through the dates of such balance sheets. The
accruals and reserves for deferred tax liability in each of the balance sheets
referenced in Section 2.6 are adequate to cover any such liability in accordance
with GAAP. If the Company files its Tax Returns for its taxable year which
includes the date hereof, in conformance with its past practices and tax
reporting, to the best knowledge of the Company, there will be no basis for any
material adverse audit adjustments with respect to the Company under any of the
provisions of the Code, or any provisions of state, local or foreign tax law,
with respect to operations and activities of the Company during the period that
began on January 1, 1999 and ends on the date hereof. "Taxes," for purposes of
                                                       -----
this Agreement, means any taxes, assessments, duties, fees, levies, imposts,
deductions, withholdings, including, without limitation, income, gross receipts,
ad valorem, value added, excise, real or personal property, asset, sales, use,
license, payroll, transaction, capital, net worth and franchise taxes, estimated
taxes, withholding, employment, social security, workers compensation, utility,
severance, production, unemployment compensation, occupation, premium,

                                       14
<PAGE>

windfall profits, transfer and gains taxes, or other governmental charges of any
nature whatsoever imposed by any government or taxing authority of any country
or political subdivision of any country and any liabilities with respect
thereto, including any penalties, additions to tax, fines or interest thereon,
and includes any liability of the Company arising under any tax sharing
agreement to which the Company is or has been a party. For purposes of this
Agreement, (i) "Affiliated Group" shall mean any affiliated group within the
                ----------------
meaning of the Code (S) 1504(a) (or any similar group defined under a similar
provision of state, local or foreign law), (ii) "Affiliated Period" shall mean
                                                 -----------------
each taxable period during which the Company was a member of an Affiliated Group
for all or part of such period, and (iii) "Return" shall mean any report,
                                           ------
return, statement, estimate, declaration, notice, form or other information
required to be supplied to a taxing authority in connection with Taxes.

     (b) Schedule 2.23(b) contains a list of states, territories and
         ----------------
jurisdictions (whether foreign or domestic) in which the Company (and for each
Affiliated Period, each Affiliated Group of which the Company was a member) has
filed an income, franchise, sales and use tax return. Except as set forth on
Schedule 2.23(b), (i) there is no action, suit, proceeding or claim currently
pending, or to the knowledge of the Company, threatened, regarding any Taxes for
which the Company could be liable, (ii) there are no Tax Returns with respect to
which an audit or examination is in progress or with respect to which a written
notification of intent to audit or examine has been received by the Company (and
for each Affiliated Period, each Affiliated Group of which the Company was a
member) from the IRS or any other taxing authority that relate to Taxes for
which the Company (and for each Affiliated Period, each Affiliated Group of
which the Company was a member) could be liable, (iii) no taxing authority in a
jurisdiction where the Company (and for each Affiliated Period, each Affiliated
Group of which the Company was a member) does not file Tax Returns has made a
claim, assertion or threat that such non-filing entity is or may be subject to
taxation by such jurisdiction, (iv) the Company has not been a member of a
consolidated, combined or unitary group for federal or state income tax
purposes, (v) the Company is not a party to any Tax allocation or sharing
agreement and (vi) the Company does not have any liability for the Taxes of any
person as a transferee or successor or by contract.

     2.24. Environmental Protection. Except as set forth on Schedule 2.24(a),
           ------------------------                         ----------------
the Company (which term includes each Subsidiary for purposes of this Section)
has been operated at all times, and is, in material compliance with all
applicable Environmental Laws, including all limitations, restrictions,
conditions, standards, prohibitions, requirements, obligations, schedules and
timetables contained in all applicable Environmental Laws. Except as set forth
on Schedule 2.24(b), the Company has obtained, is in material compliance with,
   ----------------
and has made all appropriate filings for issuance or renewal of, all permits,
licenses, authorizations, registrations and other governmental consents required
by any applicable Environmental Laws ("Environmental Permits"), including,
                                       ---------------------
without limitation, those regulating the use, storage, treatment,
transportation, release, emission or disposal of Hazardous Substances, and all
such Environmental Permits are in full force and effect. Except as set forth on
Schedule 2.24(c), there are no claims, notices, civil, criminal or
----------------
administrative actions, suits, hearings, investigations, inquiries or
proceedings of which the Company has received notice or otherwise should or has
reason to have knowledge pending or, to the knowledge of the

                                       15
<PAGE>

Company, threatened against the Company, and no requests from any governmental
authority to perform any investigatory or remedial activity have been made to
the Company, that are based on or related to any actual or alleged release of
Hazardous Substances or any other Environmental Matters or the failure to have
any required Environmental Permits. Except as set forth on Schedule 2.24(d),
                                                           ----------------
there are no past or present conditions, events, circumstances, facts,
activities, practices, incidents, actions or omissions of the Company or its
predecessors that (i) may give rise to any liability or other obligation under
any past, current or proposed Environmental Laws that may require the Company to
incur any material Environmental Costs, (ii) may form the basis of any claim,
action, suit, proceeding, hearing, investigation or inquiry against the Company
that may require the Company to incur any material Environmental Costs, or (iii)
may interfere with or prevent continued material compliance by the Company with
Environmental Laws and/or Environmental Permits. Except as set forth on Schedule
                                                                        --------
2.24(e), to the knowledge of the Company there are no (and have never been any)
-------
underground or aboveground storage tanks, incinerators or surface impoundments
at, on, under, about, or within any Owned Real Property or Leased Real Property.
Except as set forth on Schedule 2.24(f), the Company has not received any notice
                       ----------------
(written or oral) or other communication that the Company is or may be a
potentially responsible party or otherwise liable in connection with any waste
disposal site allegedly containing, or other location used for the disposal of,
any Hazardous Substances. Schedule 2.24(g) contains a list of all sites or
                          ----------------
locations used by or on behalf of the Company for the disposal of any waste
containing Hazardous Substances.

     For the purposes of this Section 2.24, the following terms shall have the
meanings indicated:

     "Environmental Costs" shall mean, without limitation, any actual or
      -------------------
potential cleanup costs, remediation, removal, or other response costs
(including without limitation costs to cause the Company, or any of the
Company's properties or assets, to come into compliance with Environmental
Laws), investigation costs (including without limitation fees of consultants,
counsel, and other experts in connection with any environmental investigation,
testing, audits or studies), losses, liabilities or obligations (including
without limitation liabilities or obligations under any lease or other
contract), payments, damages (including without limitation any actual, punitive
or consequential damages under any statutory laws, common law cause of action or
contractual obligations, and any damages (a) of third parties for personal
injury or property damage, or (b) to natural resources), civil or criminal fines
or penalties, judgments, and amounts paid in settlement, arising out of,
relating to, or resulting from any Environmental Matter.

         "Environmental Laws" shall mean, without limitation, the Comprehensive
          ------------------
Environmental Response, Compensation and Liability Act, 42 U.S.C. (S)(S) 9601 et
seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C.
(S)(S) 11001 et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
(S)(S) 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. (S)(S) 2601 et
seq., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. (S)(S)
136 et seq., the Clean Air Act, 42 U.S.C. (S)(S) 7401 et seq., the Clean Water
Act (Federal Water Pollution Control Act), 33 U.S.C. (S)(S) 1251 et seq., the
Safe Drinking Water Act, 42 U.S.C. (S)(S) 300f et seq., the Occupational Safety
and Health Act, 29 U.S.C. (S)(S) 641, et seq., the Hazardous Materials
Transportation Act, 49

                                       16
<PAGE>

U.S.C. (S)(S) 1801, et seq., as any of the above statutes have been or may be
amended from time to time, all rules and regulations promulgated pursuant to any
of the above statutes, and any other foreign, federal, state or local law,
statute, ordinance, rule or regulation governing Environmental Matters, as the
same have been or may be amended from time to time, including any common law
cause of action providing any right or remedy relating to Environmental Matters,
all indemnity agreements and other contractual obligations (including without
limitation leases, asset purchase agreements and merger agreements) relating to
environmental matters, and all applicable judicial and administrative decisions,
orders, and decrees relating to Environmental Matters.

     "Environmental Matter" shall mean any matter arising out of, relating to,
      --------------------
or resulting from pollution, contamination, protection of the environment, human
health or safety, or health or safety of employees, and any matter relating to
emissions, discharges, disseminations, releases or threatened releases of
Hazardous Substances into the air (indoor or outdoor), surface water,
groundwater, soil, buildings, facilities, real or personal property or fixtures,
or otherwise arising out of, relating to, or resulting from the manufacture,
processing, distribution, use, treatment, storage, disposal, transport,
handling, release or threatened release of Hazardous Substances.

     "Hazardous Substances" shall mean any pollutants, contaminants, substances,
      --------------------
materials, wastes, constituents, compounds, chemicals, natural or man-made
elements or forces (including, without limitation, petroleum or any by-products
or fractions thereof, any form of natural gas, lead, asbestos or
asbestos-containing materials ("ACM"), building construction materials and
debris, polychlorinated biphenyls ("PCBs") or PCB-containing equipment, radon
and other radioactive elements, electromagnetic field and other types of
radiation, sonic forces, infectious, carcinogenic, mutagenic, or etiologic
agents, pesticides, defoliants, explosives, flammables, corrosives and urea
formaldehyde foam insulation) that are regulated by, or may now or in the future
form the basis of liability under, any Environmental Laws.

     2.25. Consents. Except as set forth on Schedule 2.25, and assuming the
           --------                         -------------
accuracy and completeness of the representations and warranties of the Investors
and the Additional Investors set forth in Article III hereof, no permit,
authorization, consent or approval of or by, or any notification of or filing
with, any person (governmental or private) is required in connection with the
execution, delivery and performance by the Company of the Documents or any
documentation relating thereto, the consummation by the Company of the
transactions contemplated hereby or thereby, or the issuance, sale or delivery
to the Investors and the Additional Investors of the Series E Preferred Stock
and the Conversion Shares, except for a filing with the Securities and Exchange
Commission of a Form D pursuant to Regulation D of the Securities Act, and
corresponding filings with certain state securities regulatory authorities.

     2.26. Insurance. Substantially all of the assets of the Company (which term
           ---------
includes each Subsidiary for purposes of this Section) that are of insurable
character (including all material assets of the Company that are of insurable
character) are covered by insurance with reputable insurers against risks of
liability, casualty and fire and other losses and liabilities customarily
obtained to cover comparable businesses and assets in amounts, scope and
coverage which are consistent with

                                       17
<PAGE>

prudent industry practice and sufficient in amount to allow it to replace any of
its properties which might be damaged or destroyed. The Company is not in
default with respect to its obligations under any material insurance policy
maintained by it. Schedule 2.26 sets forth a list of all insurance coverage
                  -------------
carried by the Company, the carrier and the terms and amount of coverage. All
such policies and other instruments are in full force and effect and all
premiums with respect thereto have been paid. The Company has not failed to give
any notice or present any claim under any such insurance policy in due and
timely fashion or as required by any of such insurance policies or has not
otherwise, through any act, omission or non-disclosure, jeopardized or impaired
full recovery of any claim under such policies, and there are no claims by the
Company under any of such policies to which any insurance company is denying
liability or defending under a reservation of rights or similar clause. The
Company has not received notice of any pending or threatened termination of any
of such policies or any premium increases for the current policy period with
respect to any of such policies and the consummation of the transactions
contemplated by this Agreement will not result in any such termination or
premium increase.

     2.27. Brokers. Neither the Company nor any of its officers, directors,
           -------
employees or stockholders has employed any broker or finder in connection with
the transactions contemplated by this Agreement.

     2.28. Use of Proceeds. Except as set forth on Schedule 2.28 or as otherwise
           ---------------                         -------------
expressly contemplated by this Agreement, the Company is not required pursuant
to any Contract or otherwise to apply the proceeds received from the Investors
or the Additional Investors pursuant to the transactions contemplated hereby in
any specified manner.

     2.29. Previous Issuances Exempt. All shares of capital stock and other
           -------------------------
securities issued by the Company prior to the Closing have been issued in
transactions exempt from registration under the Securities Act, and all
applicable state securities or "blue sky" laws. The Company has not violated the
Securities Act or any applicable state securities or "blue sky" laws in
connection with the issuance of any shares of capital stock or other securities
prior to the Closing. The Company has not offered any of its capital stock, or
any other securities, for sale to, or solicited any offers to buy any of the
foregoing from the Company, or otherwise approached or negotiated with any other
person in respect thereof, in such a manner as to require registration under the
Securities Act.

     2.30. Real Property. Schedule 2.30 lists all real property owned or leased
           -------------  -------------
by the Company (which term includes each Subsidiary for purposes of this
Section). The Company has title to its owned real properties (collectively, the
"Owned Real Properties") in each case, free and clear of all imperfections of
 ---------------------
title and all Encumbrances, except for (a) those consisting of zoning or
planning restrictions, easements, permits and other restrictions or limitations
on the use of such property or irregularities in title thereto which,
individually and in the aggregate, do not materially impair the use of such
property, (b) warehousemen's, mechanics', carriers', landlords', repairmen's or
other similar Encumbrances arising in the ordinary course of business and
securing obligations not yet due and payable, (c) other Encumbrances which arise
in the ordinary course of business and which individually and in the aggregate
do not materially impair its use of such property or its ability to

                                       18
<PAGE>

obtain financing by using such asset as collateral (encumbrances referenced in
clauses (a), (b) and (c), collectively referred to as the "Permitted
                                                           ---------
Encumbrances") and (d) Encumbrances listed on Schedule 2.30. The Company has
------------                                  -------------
leasehold title to its leased real properties (collectively, the "Leased Real
                                                                  -----------
Properties," together with the Owned Real Properties, the "Real Properties"),
----------                                                 ---------------
and, in each case, has not taken or failed to take any action that would result
in the creation of any Encumbrance with respect to any Leased Real Property. To
the best knowledge of the Company without investigation, other than as described
on Schedule 2.30, there are no intended public improvements which will result in
any charge being levied against, or in the creation of any Encumbrances upon,
the Leased Real Properties or any portion thereof. To the best knowledge of the
Company without investigation, there are no options, rights of first refusal,
rights of first offer or other similar rights with respect to the Real
Properties. With respect to each lease of Real Property to which the Company is
a party, so long as the Company performs all of its obligations under such lease
for Real Property within applicable notice and grace periods, (x) the rights of
the Company under such lease shall not be terminated and (y) to the best
knowledge of the Company, the Company's possession of such Real Property and the
use and enjoyment thereof shall not be disturbed by any landlord, overlandlord,
mortgagee or other superior party. Except as set forth on the Schedule 2.30, the
Company is not obligated to purchase any Leased Real Property and no leased Real
Property is required to be accounted for under GAAP as a capitalized lease.

     2.31. Accounts Receivable. The accounts receivable and notes receivable
           -------------------
reflected on the books and records of the Company and each Subsidiary were and
are bona fide accounts receivable and notes receivable created in the ordinary
and usual course of business in connection with bona fide transactions and
consistent with past practice.

     2.32. Investment Banking Services. Except as set forth in Schedule 2.32,
           ---------------------------                         -------------
neither the Company nor any Subsidiary is a party to any Contract which grants
rights to any third party with respect to the performance of investment banking
services for it, including, without limitation, with respect to its sale or a
public offering, including an initial public offering, of its securities.

     2.33. Registration Rights. Except as required by the Investor Registration
           -------------------
Rights Agreement or as set forth on Schedule 2.33, the Company has no
                                    -------------
obligations with respect to registration under the Securities Act of any of its
currently outstanding securities or any of its securities which may hereafter be
issued.

     2.34. Material. When the term "material" or "materially" is used in this
           --------
Article II, it is in reference to the Company and its Subsidiaries on an
aggregate, consolidated basis.

     2.35 Spider Spin-Off. Unless stated to the contrary in the CEO Certificate,
          ---------------
the spin-off of Spider Technologies, Inc. as contemplated in Section 4.4 hereof
has not occurred, nor has a record date for such spin-off been set, as of the
Closing or the Subsequent Closing, as the case may be.

     III. Representations and Warranties of the Investors and the Additional
Investors

                                       19
<PAGE>

     Each Investor, jointly and severally, represents and warrants to the
Company as follows as of the date hereof and the Closing Date, and each
Additional Investor, severally but not jointly, represents and warrants to the
Company as follows as of the date of the relevant Subsequent Closing (for
purposes of this Article III, the term "Investor" shall refer to each Investor
                                        --------
and to each Additional Investor, as applicable):

     3.1. Investment Representations.
          --------------------------

          (a) Such Investor (or its advisors) is a sophisticated investor with
sufficient financial experience to assess the risks of investing in the Company
and purchasing Series E Preferred Stock, and is acquiring the Series E Preferred
Stock to be purchased by it under this Agreement for its own account, for
investment and not with a view to the distribution thereof within the meaning of
the Securities Act. Such Investor was not formed for the purpose of acquiring
Series E Preferred Stock or otherwise to invest in the Company.

          (b) Such Investor understands that (i) except as provided in the
Investor Registration Rights Agreement applicable to it, the Series E Preferred
Stock has not been, and that the Conversion Shares will not be, registered under
the Securities Act or any state securities laws, by reason of their issuance by
the Company in a transaction exempt from the registration requirements thereof
and (ii) the Series E Preferred Stock and the Conversion Shares may not be sold
unless such disposition is registered under the Securities Act and applicable
state securities laws or is exempt from registration thereunder.

          (c) Such Investor further understands that the exemption from
registration afforded by Rule 144 (the provisions of which are known to such
Investor) promulgated under the Securities Act depends on the satisfaction of
various conditions, and that, if applicable, Rule 144 may afford the basis for
sales only in limited amounts.

          (d) Except as set forth on Schedule 3.1(d), such Investor has not
employed any broker or finder in connection with the transactions contemplated
by this Agreement.

          (e) Such Investor is an "Accredited Investor" (as defined in Rule
501(a) under the Securities Act).

     3.2. Due Authorization, Etc.
          ----------------------

          (a) The Investor is validly existing under the laws of the state or
country of its organization (as set forth opposite its name on the signature
pages herein), is resident in the state or country so indicated on such
signature pages and has all power and authority to enter into and perform each
of the Documents to which it is a party. Each of the Documents to which it is a
party has been duly authorized by all necessary action on the part of the
Investor. Each of the Documents to which it is a party constitutes a valid and
binding agreement of the Investor enforceable against

                                       20
<PAGE>

the Investor in accordance with its terms except to the extent that
enforceability may be limited by principles of equity, bankruptcy, insolvency or
other similar laws affecting rights generally.

          (b) The execution, delivery and performance by the Investor of each of
the Documents to which it is a party and the consummation by the Investor of the
transactions contemplated thereby will not (i) violate any provision of law,
statute, rule or regulation, or any ruling, writ, injunction, order, judgment or
decree of any court, administrative agency or other governmental body applicable
to it, or any of its properties or assets if such violation would materially
adversely affect the ability of the Investor to consummate the transactions
contemplated thereby or (ii) violate its organizational documents.

          (c) No permit, authorization, consent or approval of or by, or any
notification of or filing with, any person (governmental or private) is required
in connection with the execution, delivery and performance by the Investor of
each of the Documents to which it is a party or any documentation relating
thereto, or the consummation by the Investor of the transactions contemplated
thereby.

     3.3. USITF, Encompass and TCI Solely. Each of USITF, Encompass and TCI
          -------------------------------
hereby represent and warrant that (i) USITF and Encompass are each affiliates of
and controlled by TCI, and (ii) its principal office is in the State of
Washington.

                             IV. Certain Covenants

     4.1. Operation of the Business Prior to the Closing. Except as contemplated
          ----------------------------------------------
by the Documents or the Restated Certificate, during the period between the date
of this Agreement and the Closing, without the prior written consent of TCI, the
Company shall:

          (a) except as otherwise allowed or required pursuant to the terms of
this Agreement, conduct its business and operations only in the ordinary course
in a manner consistent with past practice;

          (b) use best efforts to preserve intact its current business
organization, keep available the services of its current officers, employees,
and agents, and maintain the relations and good will with all material
suppliers, customers, licensers, licensees, landlords, trade creditors,
Employees, agents, and others having material business relationships with the
Company or a Subsidiary;

          (c) confer with the Investors concerning operational matters of a
material nature;

          (d) maintain in full force and effect the insurance described in
Section 2.26 or insurance providing at least comparable coverage;

                                       21
<PAGE>

          (e) maintain all the properties and assets of the business and
operations of the Company and the Subsidiaries in the ordinary course consistent
with past practice;

          (f) maintain its books and records in the usual, regular and ordinary
manner, on a basis consistent with prior years;

          (g) perform and comply with its and the Subsidiaries' obligations
under all Contracts in the ordinary course of business, consistent with past
practice;

          (h) furnish to the Investors copies of all financial statements and
certificates and reports concerning operation of the business, as and when such
financial statements, certificates and reports are delivered to any other person
or entity; and

          (i) report periodically to the Investors concerning the status and
operation of the business and operations of the Company.

     Notwithstanding the foregoing, the provisions of this Section shall in no
event apply after April 15, 1999 even if the Closing has not occurred by that
date for any reason.

     4.2. Third Party Consents Prior to the Closing. Prior to the Closing and to
          -----------------------------------------
each Subsequent Closing, the Company shall use commercially reasonable efforts
to obtain all consents required from third parties which are party to Contracts
with the Company or its Subsidiaries to the transactions contemplated by the
Documents as to the transactions to occur at that closing.

     4.3. Access to Records Prior to the Closing. During the period commencing
          --------------------------------------
on the date of this Agreement and continuing through the Closing, the Company
shall (i) afford to each Investor and its representatives full access, during
normal business hours, upon reasonable advance notice, with due regard to its
ongoing operations, to the personnel, properties, contracts, books and records,
and other documents and data of the Company, (ii) furnish each Investor and its
representatives with copies of all such contracts, books and records (including,
but not limited to, Tax Returns), and other existing documents and data as each
Investor and its representatives may reasonably request, and (iii) furnish each
Investor and its representatives such additional financial, operating, and other
data and information as each Investor and its representatives may reasonably
request. No investigation or receipt of information shall affect any
representation or warranty of the Company contained in this Agreement or the
conditions to the obligations of the Investors specified in this Agreement.

     4.4. Project Spinner. In the event that the Closing or any Subsequent
          ---------------
Closing occurs on or before the spin-off of the Company's proposed subsidiary,
Spider Technologies, Inc. ("Spider"), each Investor and each Additional
                            ------
Investor, as the case may be, shall participate (on a pro rata basis) in the
Company's distribution of the securities of Spider. In the event that a
Subsequent Closing occurs after the spin-off, each Additional Investor
participating in such Subsequent Closing may receive from the Company, in the
discretion of the Company, that number of

                                       22
<PAGE>

shares of the capital stock of Spider (or a warrant or other security
convertible into or exercisable for such number of shares of the capital stock
of Spider) such that the number of shares of Spider held by each such Additional
Investor shall be substantially similar (on a fully diluted basis) to the number
of shares that each such Additional Investor would have received in the spin-off
had such Subsequent Closing occurred prior to the spin-off. There can be no
assurance that the spin-off will occur.

     4.5. Use of Proceeds. The Company shall use the proceeds from the sale to
          ---------------
the Investors of the Series E Preferred Stock hereunder in connection with the
development of its Spider technology, as a loan and/or capital contribution to
Spider and for working capital purposes.

     V. Survival of Representations, Warranties, Agreements and Covenants, Etc.

     All representations and warranties in the Documents shall survive the
Closing until the earlier of (i) the fifth anniversary of the date hereof and
(ii) the consummation of a Qualified IPO (as defined in the Shareholders'
Agreement) (except to the extent a Claim Notice (as defined in Section 7.3)
shall have been given prior to such date with respect to a breach of a
representation and warranty, in which case such representation and warranty
shall survive until such claim is resolved) and shall in no way be affected by
any investigation or knowledge of the subject matter thereof made by or on
behalf of any Investor; provided, however, (x) the representations and
                        --------  -------
warranties set forth in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 3.1 and 3.2 and the
final sentence of Section 2.16(a) shall survive the Closing indefinitely and (y)
the representations and warranties set forth in Sections 2.19, 2.20, 2.23, 2.24
and 2.28 shall survive the Closing until the expiration of the applicable
statute of limitations (except to the extent a Claim Notice shall have been
given prior to such date with respect to a breach of a representation and
warranty, in which case such representation and warranty shall survive until
such claim is resolved). All agreements contained herein shall survive
indefinitely until, by their respective terms, they are no longer operative.

                                 VI. Expenses

     Each party hereto shall pay all of the costs and expenses incurred by it or
on its behalf in connection with this Agreement and the consummation of the
transactions contemplated hereby; provided that, notwithstanding the foregoing,
the Company shall pay to the Investors (including if the Company fails to Close
the Purchase other than due to a failure of a condition to its obligation to so
Close, or if the Investors do not Close the Purchase due to a breach hereof by
the Company) an amount in cash equal to the lesser of (i) 100% of the Investors'
out of pocket fees and expenses (including, without limitation, fees and
disbursements of the Investors' attorneys, accountants and consultants) incurred
in connection with the Investors' due diligence review of the Company and the
negotiation and execution of the Documents and the transactions contemplated
thereby and (ii) $20,000 (in the aggregate). At the Company's request, the
Investors shall deliver to the Company an accounting for all costs and expenses
for which they seek reimbursement hereunder.

                                       23
<PAGE>

                             VII. Indemnification

     7.1. General Indemnification. The Company shall, on an after Tax basis,
          -----------------------
indemnify, defend and hold each Investor and each Additional Investor, their
affiliates, their respective officers, directors, partners, members, employees,
agents, representatives, successors and assigns (each an "Investor Entity")
                                                          ---------------
harmless from and against all Losses (as defined below) incurred or suffered by
an Investor Entity (whether incurred or suffered directly or indirectly through
ownership of Common Stock or Preferred Stock) in respect of its purchase of
Series E Preferred Stock under this Agreement arising or resulting from the
breach of any of the representations, warranties, covenants or agreements made
by the Company in this Agreement or in any certificate or other instrument
delivered by the Company pursuant hereto including, without limitation, the
Documents. Each Investor and each Additional Investor, severally but not
jointly, shall, on an after Tax basis, indemnify, defend and hold the Company,
its affiliates, its respective officers, directors, employees, agents,
representatives, successors and assigns harmless from and against all Losses
arising from the breach of any of its representations, warranties, covenants or
agreements in this Agreement or in any certificate or other instrument delivered
by it pursuant hereto, including, without limitation, the Documents. All claims
for indemnification for Losses arising in connection with certificates,
instruments or Documents shall be governed by and subject to this Article VII.

     7.2. Indemnification Principles. For purposes of this Article VII, (a)
          --------------------------
"Losses" shall mean each and all of the following items: claims, losses,
 ------
(including, without limitation, losses of earnings of the Company and its
Affiliates) liabilities, obligations, payments, damages (actual, punitive or
consequential), charges, judgments, fines, penalties, amounts paid in
settlement, reasonable costs and expenses (including, without limitation,
interest that may be imposed in connection therewith, costs and expenses of
investigation, actions, suits, proceedings, demands, assessments and fees,
expenses and disbursements of counsel, consultants and other experts); and (b)
each of the representations and warranties made by any party in this Agreement
or in any certificate or other instrument delivered pursuant hereto, including,
without limitation, the Documents, shall be deemed to have been made without the
inclusion of limitations or qualifications as to materiality or knowledge such
as the words "material adverse affect," "immaterial," "material," "in all
material respects" and "knowledge," "best knowledge" or "knowingly" or words of
similar import. Any indemnification payment by the Company to an Investor or an
Additional Investor pursuant to this Article VII shall include an additional
amount so that such Investor or Additional Investor suffers no Loss in respect
of its purchase of Series E Preferred Stock under this Agreement as a result of
any diminution in the book value of the stockholder's equity related to its
investment under the Agreement as a result of such indemnification payment. Any
payment by the Company to an Investor or an Additional Investor pursuant to this
Article VII, shall be treated for federal income tax purposes as an adjustment
to the price paid by such Investor or Additional Investor for the Series E
Preferred Stock pursuant to this Agreement.

     7.3. Claim Notice. A party seeking indemnification under this Article VII
          ------------
shall, promptly upon becoming aware of the facts indicating that a claim for
indemnification may be warranted, give to the party from whom indemnification is
being sought a claim notice relating to such Loss (a

                                       24
<PAGE>

"Claim Notice"). Each Claim Notice shall specify the nature of the claim, the
 ------------
applicable provision(s) of this Agreement or other instrument under which the
claim for indemnity arises, and, if possible, the amount or the estimated amount
thereof. No failure or delay in giving a Claim Notice (so long as the same is
given prior to expiration of the representation or warranty upon which the claim
is based) and no failure to include any specific information relating to the
claim (such as the amount or estimated amount thereof) or any reference to any
provision of this Agreement or other instrument under which the claim arises
shall affect the obligation of the party from whom indemnity is sought except to
the extent such party is materially prejudiced thereby.

     7.4. Claim Procedure.
          ---------------
          (a) Procedure for Indemnification with Respect to Third-Party Claims.
              ----------------------------------------------------------------
If any indemnified party hereunder determines to seek indemnification under this
Article VII with respect to Losses resulting from the assertion of liability by
third parties, such indemnified party shall give notice to the indemnifying
party hereunder within 30 days of such indemnified party becoming aware of any
such Losses or of facts upon which any claim for such Losses will be based; the
notice shall set forth such material information with respect thereto as is then
reasonably available to such indemnified party. In case any such liability is
asserted against such indemnified party, and such indemnified party notifies the
indemnifying party thereof, the indemnifying party will be entitled, if it so
elects by written notice delivered to such indemnified party within 10 days
after receiving such indemnified party's notice, to assume the defense thereof
with counsel satisfactory to such indemnified party, in which case, the
indemnifying party will not be liable to the indemnified party under this
Section 7.4 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
following sentence or (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the action, in each of
which cases the fees and expenses of counsel shall be at the expense of the
indemnifying party. Notwithstanding the foregoing, (i) such indemnified party
shall also have the right to employ its own counsel in any such case, but the
fees and expenses of such counsel shall be at the expense of such indemnified
party unless such indemnified party shall reasonably determine that there is a
conflict of interest between or among such indemnified party and the
indemnifying party with respect to such claim, in which case the fees and
expenses of such counsel will be borne by the indemnifying party, (ii) such
indemnified party shall not have any obligation to give any notice of any
assertion of liability by a third party unless such assertion is in writing,
(iii) the rights of such indemnified party to be indemnified hereunder in
respect of any Losses that may or do result from the assertion of liability by
third parties shall not be adversely affected by its failure to give notice
pursuant to the foregoing unless, and, if so, only to the extent that, the
indemnifying party is materially prejudiced thereby, and (iv) the indemnifying
party's obligations to such indemnified party under this Article VII shall not
terminate until such indemnified party's claims have been finally satisfied to
such indemnified party's sole satisfaction. In the event that the indemnifying
party, within 10 days after receipt of the aforesaid notice of a claim
hereunder, fails to assume the defense of such indemnified party against such
claim, such indemnified party shall have the right to undertake the defense,
compromise, or settlement of such action on behalf of and for the account,
expense, and risk of the indemnifying party. Notwithstanding anything in this
Article VII to the contrary, (i) if there is a reasonable probability that a
claim may materially adversely affect such indemnified party, such indemnified
party shall have the right to participate in such defense, compromise, or

                                       25
<PAGE>

settlement and the indemnifying party shall not, without such indemnified
party's written consent (which consent shall not be unreasonably withheld),
settle or compromise any of such claims, or consent to entry of any judgment in
respect thereof unless such settlement, compromise, or consent includes as an
unconditional term thereof the giving by the claimant or the plaintiff to such
indemnified party a release from all liability in respect of such claim. With
respect to any assertion of liability by a third party that results in any claim
for indemnification hereunder, the parties hereto shall make available to each
other all relevant information in their possession material to any such
assertion. Each Investor acknowledges, and each Additional Investor
acknowledges, that a third-party claim may also result in losses to other
holders of Preferred Stock of the Company who hold similar indemnification
rights and rights to assume their defense. The Investors and the Additional
Investors shall act in good faith in such circumstances to coordinate such
defense with such holders requesting such coordination.

          (b) Procedure For Indemnification with Respect to Non-Third Party
              -------------------------------------------------------------
Claims. In the event that an indemnified party asserts the existence of a claim
------
with respect to Losses (but excluding claims resulting from the assertion of
liability by third parties), it shall give written notice to the indemnifying
party. Such written notice shall state that it is being given pursuant to this
Section 7.4(b), specify the nature and amount of the claim asserted, and
indicate the date on which such assertion shall be deemed accepted and the
amount of the claim deemed a valid claim (such date to be established in
accordance with the next sentence). If the indemnifying party, within 30 days
after the mailing of notice by such indemnified party, shall not give written
notice to such indemnified party announcing its intent to contest such assertion
of such indemnified party, such assertion shall be deemed accepted and the
amount of claim shall be deemed a valid claim. In the event, however, that the
indemnifying party contests the assertion of a claim by giving such written
notice to such Indemnified party within said period, then the parties shall act
in good faith to reach agreement regarding such claim. In the event that
litigation shall arise with respect to any such claim, the prevailing party
shall be entitled to reimbursement of costs and expenses incurred in connection
with such litigation including attorney fees, if the parties hereto, acting in
good faith, cannot reach agreement with respect to such claim within ten days
after such notice.

                              VIII. Miscellaneous

          8.1. Remedies. In case any one or more of the covenants and/or
               --------
agreements set forth in this Agreement shall have been breached by any party
hereto, the Investors and the Additional Investors, with respect to a breach by
the Company, and the Company, with respect to a breach by an Investor or an
Additional Investor, may proceed to protect and enforce its rights either by
suit in equity and/or by action at law, including, but not limited to, an action
for damages as a result of any such breach and/or an action for specific
performance of any such covenant or agreement contained in this Agreement.

                                       26
<PAGE>

          8.2. Transfer Taxes. The Company agrees that it will pay, and will
               --------------
hold the Investors and the Additional Investors harmless from any and all
liability with respect to any transfer, documentary, stamp or other similar
Taxes that may be determined to be payable in connection with the execution and
delivery and performance of this Agreement, and that it will similarly pay and
hold the Investors and the Additional Investors harmless from all Taxes in
respect of the issuance of the Series E Preferred Stock and the Conversion
Shares to the Investors and the Additional Investors, as applicable, each as
contemplated by this Agreement. Notwithstanding the foregoing, the Company shall
have no obligation to pay or hold any Investor or any Additional Investor
harmless with respect to any transfer, documentary, stamp or other similar Taxes
that may be determined to be payable in connection with the transfer by any
Investor or any Additional Investor, as applicable, of shares of Series E
Preferred Stock or Conversion Shares to any other person or entity.

     8.3. Further Assurances. At any time or from time to time after a Closing,
          ------------------
the Company, on the one hand, and the Investors and the Additional Investors, on
the other hand, agree to cooperate with each other, and at the request of the
other party, to execute and deliver any further instruments or documents and to
take all such further action as the other party may reasonably request in order
to evidence or effectuate the consummation of the transactions contemplated
hereby relating to the purchases and to otherwise carry out the intent of the
parties hereunder.

     8.4. Successors and Assigns; Assignment. This Agreement shall bind and
          ----------------------------------
inure to the benefit of the Company, the Investors and the Additional Investors,
and their respective successors, permitted assigns, heirs and personal
representatives. In addition, and whether or not any express assignment has been
made, except as otherwise expressly stated in this Agreement, the provisions of
Articles II, IV, VII, or VIII of this Agreement that are for the Investors' and
the Additional Investors' benefit as a purchaser or holder of Series E Preferred
Stock, are also for the benefit of, and enforceable by, any subsequent holder of
such Series E Preferred Stock and/or Conversion Shares. Neither this Agreement
nor any rights hereunder may be transferred prior to the Closing Date without
the written consent of the Company and TCI.

     8.5. Entire Agreement. This Agreement and the other writings referred to
          ----------------
herein or delivered pursuant hereto which form a part hereof contain the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior and contemporaneous arrangements or understandings with
respect thereto.

     8.6. Notices. All notices, requests, consents and other communications
          -------
hereunder to any party shall be deemed to be sufficient if contained in a
written instrument delivered in person or sent by telecopy, nationally
recognized overnight courier or first class registered or certified mail, return
receipt requested, postage prepaid, addressed to such party at the address set
forth below or in a counterpart hereto (as the case may be) or such other
address as may hereafter be designated in writing by such party to the other
parties:

     if to the Company, to:

                                       27
<PAGE>

                   Intek Information, Inc.
                   370 17th Street
                   39th Floor
                   Denver, CO  80202-5656
                   Telecopy:  (303) 405-8421
                   Attention:  Chief Executive Officer

                   with a copy to:

                   Chrisman, Bynum & Johnson, P.C.
                   1900 Fifteenth Street
                   Boulder, Colorado  80302
                   Telecopy:  (303) 449-5426
                   Attention:  G. James Williams, Jr.

                   if to an Investor, to the individual at the
                   address set forth in the signature pages hereto:

                   with a copy to:

                   Foster, Pepper & Shefelman
                   1111 Third Avenue, Suite 3400
                   Seattle, Washington 98101
                   Telecopy: (206) 749-1975
                   Attention: Robert Diercks

All such notices, requests, consents and other communications shall be deemed to
have been given when received.

     8.7. Amendments. The terms and provisions of this Agreement may only be
          ----------
modified or amended, or any of the provisions hereof waived, temporarily or
permanently, pursuant to the written consent of the Company and TCI; provided,
                                                                     --------
however, that the addition of new parties to this Agreement in accordance with
-------
the provisions hereof shall not be deemed an amendment hereof and shall not
require the consent of any party hereto.

     8.8. Counterparts. This Agreement may be executed in any number of
          ------------
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.

     8.9. Headings. The headings of the sections of this Agreement have been
          --------
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement.

                                       28
<PAGE>

     8.10. Nouns and Pronouns. Whenever the context may require, any pronouns
           ------------------
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of names and pronouns shall include the plural and vice
versa.

     8.11. Governing Law. This Agreement shall be governed by and construed in
           -------------
accordance with the laws of the State of New York without giving effect to the
principles of conflicts of law. Each of the parties hereto hereby irrevocably
and unconditionally consents to submit to the exclusive jurisdiction of the
courts of the State of New York, the State of Delaware and of the United States
of America, in each case located in the County of New York or the County of New
Castle, Delaware, as applicable, for any action, proceeding or investigation in
any court or before any governmental authority ("Litigation") arising out of or
                                                 ----------
relating to this Agreement and the transactions contemplated hereby (and agrees
not to commence any Litigation relating thereto except in such courts). Each of
the parties hereto hereby irrevocably and unconditionally waives any objection
to the laying of venue of any Litigation arising out of this Agreement or the
transactions contemplated hereby in the courts of the State of New York, the
State of Delaware or the United States of America, in each case located in the
County of New York or the County of New Castle, Delaware, as applicable, and
hereby further irrevocably and unconditionally waives and agrees not to plead or
claim in any such court that any such Litigation brought in any such court has
been brought in an inconvenient forum. EACH OF THE PARTIES ACKNOWLEDGES THAT THE
FOREGOING IS ESSENTIAL TO THE EFFECTIVE AND EFFICIENT ENFORCEMENT OF THIS
AGREEMENT (IN LIGHT OF THE COMPANY'S OTHER STOCK PURCHASE AGREEMENTS AND THE
CHOICE-OF-LAW AND CHOICE-OF-FORUM PROVISIONS CONTAINED THEREIN), AND THEREFORE
AGREES TO BE IRREVOCABLY BOUND BY THE PROVISIONS OF THIS SECTION 8.11.

     8.12. Severability. Whenever possible, each provision of this Agreement
           ------------
shall be interpreted in such manner as to be effective and valid, but if any
provision of this Agreement is held to be invalid or unenforceable in any
respect, such invalidity or unenforceability shall not render invalid or
unenforceable any other provision of this Agreement.

     8.13. Knowledge. As used herein, "knowledge of the Company" and similar
           ---------
phrases shall mean, in addition to actual knowledge of the Company, (a) the
actual knowledge of any officer, director or employee of the Company and (b)
with respect to any such person, knowledge that such person should have or could
reasonably be inferred to have by virtue of such person's activities,
circumstances or relationship with the Company and its business.

     8.14. Termination. This Agreement may be terminated by written notice given
           -----------
prior to the Closing: (a) by TCI or the Company, if the Closing has not occurred
by April 15, 1999 (other than through the failure of any party seeking to
terminate this Agreement to comply fully with such party's obligations under
this Agreement), or such later date as TCI and the Company may agree in writing,
or (b) by TCI as to the purchase of Series E Preferred Stock by it and the other
Investors hereunder, if a material breach of any of the representations,
warranties or covenants of the Company

                                       29
<PAGE>

set forth in this Agreement has been committed between the date hereof and the
Closing, and such breach has not been either waived by TCI or cured by the
Company within 10 days after the Company's receipt of written notice thereof
from TCI. Termination of this entire Agreement pursuant to Clause (a) of this
Section 8.14 shall terminate all obligations of the parties hereto except for
the obligations under Sections 8.1, 8.6, 8.11 and 8.13 and Articles VI and VII;
provided that termination of this Agreement pursuant to this Section 8.14 (other
--------
than clause (b) of the first sentence of this Section 8.14) shall not relieve a
defaulting or breaching party hereunder from any liability to the other parties
hereto resulting from the default or breach hereunder of such defaulting or
breaching party occurring prior to the date of termination.

                                       30
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Series E
Preferred Stock Purchase Agreement as of the date first above written.


THE COMPANY:                     INTEK INFORMATION, INC.



                                 By:/S/ TIMOTHY C. O'CROWLEY
                                    ----------------------------------------
                                 Timothy C. O'Crowley
                                 Chief Executive Officer and President

                                       31
<PAGE>

THE INVESTORS:                   U.S. INFORMATION TECHNOLOGY
                                 FINANCING, L.P.


                                 By: /S/ SHOZO OKUDA
                                    --------------------------------------------
                                 Name:    Shozo Okuda
                                      ------------------------------------------
                                 Title:   Managing Director
                                       -----------------------------------------
                                 Address:   777 108th Ave., NE, Ste. 2300
                                         ---------------------------------------
                                            Bellevue, WA 98004
                                 -----------------------------------------------
                                 Telecopy: (425) 468-3901
                                          --------------------------------------
                                 State or Country of Organization: Washington
                                                                  --------------
                                 State or Country of Residence: Washington
                                                               -----------------
                                 Shares Purchased:   931,677
                                                   -----------------------------
                                 Purchase Price:     $1.61
                                                   -----------------------------

                                 ENCOMPASS GROUP, INC.


                                 By: /S/ YASUKI MATSUMOTO
                                     -------------------------------------------
                                 Name:    Yasuki Matsumoto
                                      ------------------------------------------
                                 Title:   President
                                       -----------------------------------------
                                 Address:    777 108th Ave., NE, Ste. 2300
                                         ---------------------------------------
                                             Bellevue, WA 98004
                                 -----------------------------------------------
                                 Telecopy:         (425) 468-3901
                                          --------------------------------------
                                 State or Country of Organization: Washington
                                                                  --------------
                                 State or Country of Residence: Washington
                                                               -----------------
                                 Shares Purchased:       1,242,246
                                                  ------------------------------
                                 Purchase Price:        $1.61
                                                  ------------------------------

                                 TRANS COSMOS USA, INC.


                                 By:/S/ YASUKI MATSUMOTO
                                    --------------------------------------------
                                 Name:    Shozo Okuda
                                      ------------------------------------------
                                 Title:   President
                                       -----------------------------------------
                                 Address:     777 108th Ave., NE, Ste. 2300
                                         ---------------------------------------
                                              Bellevue, WA 98004
                                 -----------------------------------------------
                                 Telecopy:         (425) 468-3901
                                          --------------------------------------
                                 State or Country of Organization: Washington
                                                                  --------------
                                 State or Country of Residence: Washington
                                                               -----------------
                                 Shares Purchased:    310,559
                                                   -----------------------------
                                 Purchase Price:     $1.61
                                                 -------------------------------

Series E Preferred Stock Purchase Agreement

                                       32
<PAGE>

THE INVESTOR:                         RVCF IV, L.P.

                                 By:  J.W. Path Associates, LLC,
                                      its General Partner

                                 By:  Brinson Venture Management, LLC,
                                      its Attorney-in-fact

                                 By:  Brinson Partners, Inc.,
                                      its Managing Member

                                      By: /S/ THOMAS D. BERMAN
                                         ---------------------
                                      Thomas D. Berman
                                      Executive Director
                                 Address:  209 S. LaSalle Street
                                      Chicago, IL 60604-1295
                                      Telecopy:  (312) 220-7110
                                      State or Country of Organization: Delaware
                                      State or Country of Residence:  Illinois
                                      Shares Purchased:  3,755,869
                                      Purchase Price:   $8,000,000

                                      TILE HAMILTON COMPANIES, LLC

                                 By:  /S/ FREDERIC C. HAMILTON
                                     ----------------------------------------

                                 Address:
                                          -----------------------------------

                                          -----------------------------------
                                 Fax:
                                          -----------------------------------
                                 State or Country of Organization:
                                                                  -----------
                                 State or Country of Residence:
                                                               --------------
                                 Shares Purchased:  469,484
                                 Purchase Price:   $1,000,000

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


                                 By:
                                     ----------------------------------------
                                 Address:
                                          -----------------------------------

                                          -----------------------------------
                                 Fax:
                                          -----------------------------------
                                 State or Country of Organization:
                                                                  -----------
                                 State or Country of Residence:
                                                               --------------
                                 Shares Purchased:
                                                  ---------------------------

                                       33
<PAGE>

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

                                 By:
                                     ----------------------------------------
                                 Address:
                                          -----------------------------------

                                          -----------------------------------
                                 Fax:
                                          -----------------------------------
                                 State or Country of Organization:
                                                                  -----------
                                 State or Country of Residence:
                                                               --------------
                                 Shares Purchased:
                                                  ---------------------------
                                 Purchased Price:
                                                  ---------------------------
                                 Purchased Price:
                                                  ---------------------------

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

                                 By:
                                     ----------------------------------------
                                 Address:
                                          -----------------------------------

                                          -----------------------------------
                                 Fax:
                                          -----------------------------------
                                 State or Country of Organization:
                                                                  -----------
                                 State or Country of Residence:
                                                               --------------
                                 Shares Purchased:
                                                  ---------------------------
                                 Purchased Price:
                                                  ---------------------------

                                       34