Exhibit 10.4

                                                                  Execution Copy

                                 GOAMERICA, INC.

                            STOCK PURCHASE AGREEMENT

               UP TO 9,381,045 SHARES OF SERIES A PREFERRED STOCK

                                 August 1, 2007

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                             SCHEDULES AND EXHIBITS

SCHEDULE A      Schedule of Investors

SCHEDULE B      Schedule of Exceptions

SCHEDULE C      Operating Subsidiaries

SCHEDULE D      Insurance

EXHIBIT A       Form of Amended and Restated Certificate of Incorporation

EXHIBIT B       Investor Rights Agreement

EXHIBIT C       Form of Opinion of Company Counsel

EXHIBIT D       Compliance Certificate

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                   SERIES A PREFERRED STOCK PURCHASE AGREEMENT

      THIS SERIES A PREFERRED  STOCK PURCHASE  AGREEMENT  (this  "Agreement") is
made  as of  August  1,  2007,  by  and  between  GoAmerica,  Inc.,  a  Delaware
corporation  (the  "Company"),  and the  investors  listed on  Schedule A hereto
(each, an "Investor" and collectively, the "Investors").

      THE PARTIES HEREBY AGREE AS FOLLOWS:

      1. Purchase and Sale of Stock.

            1.1 Sale and Issuance of Series A Preferred Stock.

                  (a) The Board of  Directors of the Company has  approved,  and
upon receipt of all necessary stockholder approvals, the Company shall file with
the  Secretary  of State of the State of  Delaware  on or before the Closing (as
defined below), an Amended and Restated Certificate of Incorporation in the form
attached hereto as Exhibit A (the "Restated Certificate").

                  (b) The Board of  Directors  of the  Company  has  authorized,
subject to the receipt of all necessary stockholder approvals,  (i) the sale and
issuance to the Investors of the Series A Preferred Stock (as defined below) and
(ii) the issuance of the shares of Common Stock (as defined  below) to be issued
upon conversion of the Series A Preferred Stock (the "Conversion  Shares").  The
Series A  Preferred  Stock and the  Conversion  Shares  shall  have the  rights,
preferences, privileges and restrictions set forth in the Restated Certificate.

                  (c)  Subject to the terms and  conditions  of this  Agreement,
each Investor agrees,  severally and not jointly, to purchase at the Closing (as
defined  below) and the Company agrees to sell and issue to each Investor at the
Closing,  that number of shares of the  Company's  Series A Preferred  Stock set
forth opposite each Investor's name on Schedule A hereto for a purchase price of
$5.17 per share (the "Per Share Price").

                  (d) If  requested  by the Company  pursuant to Section  1.1(e)
hereof,  the Investors  may, in the sole  discretion of the Investors  holding a
majority  of the Series A Preferred  Stock,  purchase  additional  shares of the
Company's  Series A  Preferred  Stock from time to time at a per share  purchase
price equal to the Per Share Price (such purchase,  an "Additional  Investment")
for aggregate cash consideration not to exceed $15,000,000,  in order to finance
the Company's working capital needs and to finance  investments and acquisitions
other than the acquisition described in the Asset Purchase Agreement (as defined
below).

                  (e) If the Company  wishes to request that the Investors  make
an Additional Investment,  the Company shall notify each Investor within 45 days
of the date hereof.  Such notice shall be irrevocable  and shall specify (i) the
estimated  closing date of the Additional  Investment (which shall be a Business
Day and shall be on or after the date of the Closing), (ii) the number of shares
each  Investor  would buy (pro  rata,  based on the  amount  of such  Investor's
original  purchase,  or as otherwise  agreed by the Investors) and the aggregate
consideration  each Investor would pay in such  Additional  Investment,  (iii) a
reasonably  detailed  description  of the  anticipated  use of  proceeds of such
Additional  Investment,  and (iv) to the


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extent the proceeds of the Additional  Investment are to be used for investments
or  acquisitions,   the  conditions  to  consummation  of  such  transaction  or
transactions.  In addition,  the Company shall  provide the Investors  with such
other  information  as the  Investors  may  reasonably  request  after they have
received such notice.

                  (f) If,  within 45 days of the date  hereof,  (a) the  Company
provides the notice described in Section 1.1(e) and (b) Investors whose pro rata
portions of the requested Additional Investment together represent a majority of
the  Shares  of  Series A  Preferred  Stock to be sold in  connection  with such
Additional  Investment  shall have  notified the Company that they (i) waive the
condition to Closing set forth in Section 8.8(b) hereof, and (ii) are willing to
provide  their  respective  portions of the  Additional  Investment  (subject to
satisfaction  of the  remaining  conditions  to the  Subsequent  Closing),  such
Investor(s)  shall,  subject to the  satisfaction of the conditions set forth in
Sections 7 and 8 hereof and relying on the representations and warranties herein
set  forth,  purchase  from the  Company at the Per Share  Price that  number of
shares of the Company's  Series A Preferred Stock  representing  such Investors'
respective  pro rata  portions of the  Additional  Investment  on the  requested
closing  date. If Investors who have agreed to purchase a majority of the shares
of Preferred  Stock sold pursuant to this Agreement so request,  the Company and
the Investors shall work together in good faith to agree on modifications to the
conditions precedent to the Subsequent Closing, and the Company shall deliver an
amended notice pursuant to Section 1.1(e)  incorporating  such agreed conditions
precedent.

            1.2  Closing  and  Subsequent  Closing.   Assuming  that  all  other
conditions  of Closing have been  satisfied or waived,  the purchase and sale of
the  Series A  Preferred  Stock to be sold at the  Closing  pursuant  to Section
1.1(c) shall take place at the offices of  Lowenstein  Sandler PC, 65 Livingston
Avenue,  Roseland,  New Jersey 07068  concurrently  with the consummation of the
closing  provided  for in that  certain  asset  purchase  agreement  (the "Asset
Purchase  Agreement") of even date herewith,  by and between Acquisition 1 Corp.
and MCI Communications Services, Inc., providing for the Company's purchase of a
telecommunications  relay services business (the  "Business"),  or at such other
time and place as the Company and Investors acquiring in the aggregate more than
half of the shares of Series A Preferred  Stock sold  pursuant  hereto  mutually
agree upon  orally or in writing  (which  time and place are  designated  as the
"Closing").  At the  Closing,  the  Company  shall  deliver  to each  Investor a
certificate  representing  the Series A  Preferred  Stock that such  Investor is
purchasing  against  payment of the purchase  price therefor by wire transfer of
immediately available funds to an account designated by the Company.

Assuming that all  conditions of the  Subsequent  Closing have been satisfied or
waived,  the purchase and sale of the Series A Preferred  Stock to take place at
the Subsequent Closing shall take place at the offices of Lowenstein Sandler PC,
65 Livingston  Avenue,  Roseland,  New Jersey 07068 at such time on or after the
date of the Closing as the Company and Investors acquiring in the aggregate more
than  half of the  shares of  Series A  Preferred  stock  sold  pursuant  hereto
mutually  agree upon orally or in writing (such time and place are designated as
the "Subsequent  Closing",  it being  understood that there may be more than one
Subsequent  Closing  hereunder).  At the Subsequent  Closing,  the Company shall
deliver to each Investor a certificate representing the Series A Preferred Stock
that such Investor is purchasing at the Subsequent


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Closing  against  payment of the  purchase  price  therefor by wire  transfer of
immediately available funds to an account designated by the Company.

                  1.3 Use of Proceeds.  The Company  shall use the proceeds from
the sale of the Series A Preferred  Stock to the Investors at the Closing (a) to
fund the cash  purchase  price  payable  by the  Company  pursuant  to the Asset
Purchase  Agreement,  (b) for general working  capital  purposes and (c) for the
repayment of certain of the Company's  existing  secured debt. The Company shall
use the  proceeds  from the sale of Series A Preferred  Stock at the  Subsequent
Closing for the  purposes  set forth in the notice the Company  delivered to the
Investors  with respect to the  Subsequent  Closing  pursuant to Section  1.1(e)
hereof.

                  1.4  Transaction  Fee.  Concurrently  with  the  Closing,  the
Company shall pay the Investors by wire transfer of immediately  available funds
(to the account or accounts  designated  by the  Investors  prior to Closing) an
aggregate transaction fee of $960,000.

            2. Representations and Warranties of the Company. The Company hereby
represents  and warrants to each Investor  that,  except as set forth in the SEC
Reports (as defined  below) or on the Schedule of Exceptions  (the  "Schedule of
Exceptions")  furnished to each Investor prior to execution  hereof and attached
hereto as Schedule B, which exceptions shall be deemed to be representations and
warranties as if made hereunder:

                  2.1 Organization, Good Standing and Qualification. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the  State of  Delaware.  The  Company  is duly  qualified  to  transact
business and is in good standing in each jurisdiction in which the failure to so
qualify  would  have a  material  adverse  change  in the  assets,  liabilities,
customer or supplier relationships,  financial condition,  operations or results
of  operations  of the  Company  and the  Business  taken as a whole,  provided,
however, in each case, not including any change that (A) is generally applicable
to the U.S. economy,  (B) is generally  applicable to Internet protocol data and
voice providers, (C) results from the execution of the Asset Purchase Agreement,
the  announcement  of the Asset Purchase  Agreement or the  consummation  of the
transactions  contemplated  by the Asset  Purchase  Agreement  or (D) relates to
changes in generally  accepted  accounting  principles  generally  applicable to
companies serving as Internet protocol data and voice providers  occurring after
the date of the Asset Purchase Agreement (a "Material Adverse Effect").

                  2.2 Capitalization and Voting Rights.

                        (a)  Authorized  Stock.  The  authorized  capital of the
Company consists of:

                              (i) Preferred Stock. 4,351,943 shares of Preferred
Stock,  par value  $.01 per share  (the  "Preferred  Stock"),  none of which are
issued or  outstanding  as of the date  hereof  (but  290,135 of which  shall be
issued and  outstanding  after  giving  effect to the  closing  of that  certain
$1,500,000  Stock  Purchase  Agreement of even date  herewith (the "$1.5 million
Stock Purchase  Agreement"),  by and among the Company and the Investors).  Upon
filing the  Restated  Certificate  with the  Secretary  of State of the State of
Delaware,  9,671,180  shares of  Preferred  Stock shall be  designated  Series A
Preferred  Stock  (the  "Series A


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Preferred  Stock"),  all of which may be sold pursuant to this Agreement  (other
than the Series A Preferred Stock issued on the date hereof pursuant to the $1.5
million Stock Purchase Agreement). As of the date of the Subsequent Closing, the
only  shares of Series A  Preferred  Stock  issued and  outstanding  are (A) the
shares issued to the Investors  pursuant hereto on the date of the Closing,  and
(B) the  shares  issued to the  Investors  pursuant  to the $1.5  million  Stock
Purchase Agreement; and

                              (ii) Common  Stock.  200,000,000  shares of Common
Stock, par value $.01 per share ("Common  Stock"),  and, after the filing of the
Restated  Certificate,  50,000,000  shares of Common Stock,  of which  2,486,668
shares are issued and  outstanding as of the date hereof,  and 24,063 shares are
held in treasury as of the date hereof.

                        (b) Valid  Issuance.  The  outstanding  shares of Common
Stock  are  all  duly  and  validly  authorized  and  issued,   fully  paid  and
nonassessable,  and were  issued in  compliance  with all  applicable  state and
federal laws concerning the issuance of securities.

                        (c)  Rights  to  Acquire.  Except  for  (i)  options  to
purchase an aggregate of 83,191 shares of Common Stock  granted and  outstanding
under the GoAmerica  Communications Corp. 1999 Stock Option Plan, the GoAmerica,
Inc. 1999 Stock Plan, the GoAmerica,  Inc.  Employee Stock Purchase Plan and the
GoAmerica, Inc. 2005 Equity Compensation Plan (collectively, the "Company Option
Plans") and (ii)  warrants to purchase an aggregate  of 84,320  shares of Common
Stock granted and outstanding,  there are not outstanding any options, warrants,
rights  (including  conversion  or  preemptive  rights)  or  agreements  for the
purchase or  acquisition  from the Company of any shares of its capital stock as
of the date hereof. The Company has reserved a total of 272,478 shares of Common
Stock  for  issuance  under the  Company  Option  Plans  (including  the  shares
described above).

                        (d) Voting of Shares.  Other  than the  Investor  Rights
Agreement  entered  into by the Company and the  Investors on the date hereof in
connection  with the $1.5 million Stock  Purchase  Agreement and any  amendments
thereto  that may be entered  into in  connection  with any  Subsequent  Closing
hereunder,  the  Company  is  not  a  party  or  subject  to  any  agreement  or
understanding  and,  to  the  Company's  knowledge,  there  is no  agreement  or
understanding  between any persons  and/or  entities which affects or relates to
the voting or giving of written  consents  with  respect to any  security of the
Company.

                  2.3 Operating Subsidiaries.

                        (a)  Schedule  C  hereto  sets  forth  the  name of each
operating  subsidiary  of the  Company  (each,  an  "Operating  Subsidiary"  and
collectively,  the "Operating  Subsidiaries") and the jurisdiction in which such
Operating  Subsidiary  is  incorporated.  Each  Operating  Subsidiary  is a duly
organized and validly existing corporation or other entity and has all requisite
corporate  power and authority to carry on its business as now  conducted.  Each
Operating  Subsidiary  is duly  qualified  to transact  business  and is in good
standing in each  jurisdiction  in which the failure so to qualify  would have a
Material Adverse Effect.

                        (b) All of the  outstanding  shares of capital  stock of
each  Operating  Subsidiary of the Company are duly and validly  authorized  and
issued,  fully paid and


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<PAGE>

non-assessable  and are owned  directly  by the  Company,  free and clear of all
liens,  encumbrances,  preemptive rights,  subscription  rights, other rights to
purchase,  voting or transfer restrictions and other claims, except as set forth
in or  contemplated  by the Credit  Agreement,  the First  Lien Debt  Commitment
Letter and the Second  Lien Debt  Commitment  Letter.  There are no  outstanding
rights,  warrants  or options to acquire,  or  instruments  convertible  into or
exchangeable for, any equity interests of any Operating Subsidiary.

                        (c)  Each  subsidiary  of  the  Company  that  is not an
Operating  Subsidiary (i) has consolidated gross revenues for the period of four
fiscal  consecutive  quarters most recently ended of less than $5,000,  (ii) has
consolidated  total assets on the last day of the fiscal  quarter most  recently
ended of less than $5,000 and (iii) does not own or possess the right to use any
Intellectual  Property  Rights or other assets that are material to the business
of the  Company and its  subsidiaries,  taken as a whole.  For  purposes of this
Agreement,  the terms  "subsidiary" and  "subsidiaries"  of any person means any
corporation,  partnership, joint venture, limited liability company, association
or other legal entity of which such person  (either alone or through or together
with any other  subsidiary),  owns,  directly or indirectly,  50% or more of the
stock or other equity  interests  the holder of which is  generally  entitled to
vote for the election of the board of directors or other  governing body of such
corporation,  partnership, joint venture, limited liability company, association
or other legal entity.

                  2.4  Authorization.   Other  than  the  stockholder  approvals
described  in  Section  2.4 of the  Schedule  of  Exceptions,  the filing of the
Restated  Certificate  with the  Secretary of State of the State of Delaware and
filings  required under federal and state  securities laws, all corporate action
on the part of the Company,  its  directors and  stockholders  necessary for the
authorization,  execution and delivery by the Company of this  Agreement and the
Investor Rights Agreement,  a copy of which is attached hereto as Exhibit B, the
performance of all obligations of the Company hereunder and thereunder,  and the
authorization, sale, issuance and delivery of the Series A Preferred Stock being
sold hereunder and the Conversion  Shares issuable upon conversion of the Series
A  Preferred  Stock has been taken or will be taken  prior to the Closing or, in
respect of the Additional Investment, the Subsequent Closing. This Agreement and
the Investor Rights Agreement  constitute valid and legally binding  obligations
of the Company,  enforceable in accordance with their respective  terms,  except
(i) as limited by applicable bankruptcy, insolvency, reorganization,  moratorium
and other laws of general application affecting enforcement of creditors' rights
generally and (ii) as limited by laws relating to the  availability  of specific
performance, injunctive relief or other equitable remedies.


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<PAGE>

                  2.5 Valid Issuance of Preferred Stock. Assuming receipt of all
stockholder  approvals  described in Section 2.4 of the Schedule of  Exceptions,
the Series A Preferred Stock that is being purchased by the Investors hereunder,
when issued,  sold and delivered in accordance  with the terms of this Agreement
for the consideration  expressed herein, will be duly and validly issued,  fully
paid and nonassessable and will be free of restrictions on transfer,  other than
restrictions  on  transfer  (a) under this  Agreement  and the  Investor  Rights
Agreement,  (b) under  applicable  state  and  federal  securities  laws and (c)
otherwise imposed as a result of actions taken by the Investors.  The Conversion
Shares have been duly and validly  reserved for issuance  and,  upon issuance in
accordance with the terms of the Restated Certificate,  will be duly and validly
issued,  fully  paid  and  nonassessable  and  will be free of  restrictions  on
transfer,  other than  restrictions on transfer (a) under this Agreement and the
Investor Rights  Agreement,  (b) under applicable  state and federal  securities
laws and (c) otherwise imposed as a result of actions taken by the Investors.

                  2.6  Governmental  Consents.  No consent,  approval,  order or
authorization of, or registration,  qualification,  designation,  declaration or
filing with, any federal,  state or local governmental  authority on the part of
the Company is required in connection with the  consummation of the transactions
contemplated by this Agreement, except for (i) such consents, approvals, orders,
authorizations,  registrations,  qualifications,  designations,  declarations or
filings  which are not required to be obtained  prior to the  Closing,  (ii) the
filing of the Restated  Certificate  with the Secretary of State of the State of
Delaware,  (iii) the filing with The Nasdaq Stock Market,  Inc. ("Nasdaq") of an
application to list the Conversion  Shares and (iv) such filings as are required
pursuant  to  applicable  federal and state  securities  laws and blue sky laws,
which filings will be effected within the required statutory period.

                  2.7  Offering.  Subject in part to the truth and  accuracy  of
each Investor's  representations  set forth in Section 3 of this Agreement,  the
offer,  sale and issuance of the Series A Preferred Stock and Conversion  Shares
as contemplated by this Agreement are exempt from the registration  requirements
of the Securities Act of 1933, as amended (the "Act"),  and the qualification or
registration   requirements   of  applicable   state  blue  sky  laws,  as  such
registration  requirements and laws currently exist. Neither the Company nor any
authorized  agent acting on its behalf will take any action hereafter that would
cause the loss of such  exemption.  2.8  Litigation.  There is no action,  suit,
proceeding or investigation  pending or, to the Company's  knowledge,  currently
threatened  against the Company that  questions the validity of this  Agreement,
the Asset Purchase Agreement,  the Managed Services Agreement (as defined below)
or the Investor Rights Agreement, or the right of the Company to enter into such
agreements or to consummate the transactions  contemplated hereby, or that would
reasonably be expected to result, either individually or in the aggregate,  in a
Material  Adverse Effect or in any change in the current equity ownership of the
Company.  Neither the Company nor any Operating Subsidiary is a party or subject
to the  provisions  of any order,  writ,  injunction,  judgment or decree of any
court or government agency or instrumentality.

                  2.9 Asset Purchase  Agreement and Managed Services  Agreement.
The Company has delivered to counsel to the Investors  true and complete  copies
of the Managed Services  Agreement,  dated as of the date hereof, by and between
the Company and Stellar


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Nordia Services LLC, a Nevada limited  liability  company (the "Managed Services
Agreement"  and,  together with the Asset  Purchase  Agreement and the documents
referenced  in both of the Asset  Purchase  Agreement  and the Managed  Services
Agreement  pertaining  to  the  acquisition  described  in  the  Asset  Purchase
Agreement, the "Operative Agreements").  All corporate action on the part of the
Company,  its  directors  and  stockholders  necessary  for  the  authorization,
execution  and  delivery  by the  Company of the  Operative  Agreements  and the
performance of all obligations of the Company  thereunder has been taken or will
be taken prior to the closing provided for in the Asset Purchase Agreement.  The
Operative Agreements will constitute,  when executed,  valid and legally binding
obligations of the Company,  and will be  enforceable  in accordance  with their
respective terms,  except (i) as limited by applicable  bankruptcy,  insolvency,
reorganization,  moratorium  and other  laws of  general  application  affecting
enforcement of creditors'  rights generally and (ii) as limited by laws relating
to  the  availability  of  specific  performance,  injunctive  relief  or  other
equitable  remedies.  No  consent,  approval,  order  or  authorization  of,  or
registration,  qualification,  designation,  declaration  or  filing  with,  any
federal,  state or local  governmental  authority  on the part of the Company is
required in connection with the consummation of the transactions contemplated by
the Operative  Agreements,  except as described in the Asset Purchase  Agreement
and the Schedules thereto as of the date hereof.

                  2.10  Intellectual  Property.  Except  as  would  not  have  a
Material Adverse Effect:

                        (a) To its  knowledge,  the Company  and each  Operating
Subsidiary  owns  sufficient  right,  title  and  interest  in  and  to,  or has
sufficient  right to use  pursuant to a valid  license,  option,  assignment  or
agreement,  all of the  Intellectual  Property Rights (as defined below) used by
them and which the Company  believes  are  necessary  for the  operation  of the
business of the Company and each  Operating  Subsidiary as presently  conducted,
and the lack of which would  conflict  with or infringe  the rights of any third
party,  except for such items as have yet to be  conceived  or developed or that
are expected to be available for licensing on reasonable  terms. The Company and
each Operating  Subsidiary has taken reasonable  actions to maintain and protect
the confidentiality of Intellectual  Property Rights consisting of trade secrets
that it owns. The Intellectual Property Rights that the Company or any Operating
Subsidiary owns, consisting of patents,  copyrights,  trademarks,  service marks
and trade names, do not, to the Company's  knowledge,  conflict with or infringe
upon  the  rights  of third  parties,  except  for such  items as have yet to be
conceived or developed  or that are  expected to be available  for  licensing on
reasonable terms.  Since January 1, 2006, there have been no written claims made
against  the  Company or any  subsidiary  asserting  the  invalidity,  misuse or
unenforceability  of any  Intellectual  Property  Rights that the Company or any
subsidiary owns and, to the Company's knowledge,  there are no valid grounds for
the same.  Since  January 1, 2006,  neither the Company nor any  subsidiary  has
received any  communications  alleging  that the Company or any  subsidiary  has
violated,  infringed or misappropriated any Intellectual  Property Rights of any
other person or entity. To the Company's knowledge,  neither the Company nor any
subsidiary  is  violating,   infringing  or  misappropriating  the  Intellectual
Property  Rights of any other person or entity.  Since  January 1, 2006,  to the
Company's  knowledge,  no third  party  has  interfered  with,  infringed  upon,
violated,  misappropriated,  or  otherwise  come into  conflict  with any of the
Company's or any of its Operating Subsidiary's  Intellectual Property Rights, or
of any right of any third  party  (to the


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<PAGE>

extent  licensed by or through the Company or its  Operating  Subsidiaries),  or
breached any license or agreement involving Intellectual Property Rights. Except
as set forth on the  Schedule  of  Exceptions,  the  Company has not brought any
action,  suit or  proceeding  or asserted any claim against any person or entity
related to the foregoing.  The Company is not aware that any of its employees is
obligated under any contract  (including  licenses,  covenants or commitments of
any nature) or other agreement,  or subject to any judgment,  decree or order of
any court or administrative  agency, that would interfere with the use of his or
her best efforts to promote the  interests of the Company or that would  prevent
the employee from assigning his/her inventions to the Company.

                        (b)  Neither  the   execution   nor   delivery  of  this
Agreement,  the Operative  Agreements or the Investor Rights Agreement,  nor the
carrying on of the Company's  business by the employees of the Company,  nor the
employment of any employee of the Company,  will,  to the  Company's  knowledge,
conflict with or result in a breach of the terms,  conditions or provisions  of,
or constitute a default under, any contract,  covenant or instrument under which
any of such  employees  is now  obligated,  including  but not  limited  to, any
employment contract,  patent disclosure agreement,  confidentiality agreement or
any  other  contract  or  agreement  relating  to the  relationship  of any such
employee with the Company.

                        (c)  For  purposes  of  this  Agreement,   "Intellectual
Property Rights" means all (i) patents, patent applications,  patent disclosures
and inventions, (ii) trademarks, service marks, trade names, logos and corporate
names  and  registrations  and  applications  for  registration  thereof,  (iii)
copyrights   (registered  and   unregistered)   and   copyrightable   works  and
registrations  and applications for  registration  thereof,  (iv) mask works and
registrations and applications for registration  thereof, (v) computer software,
data,  databases  and  documentation  thereof,  (vi)  trade  secrets  and  other
confidential  information  (including,   without  limitation,  ideas,  formulas,
compositions,  inventions (whether patentable or unpatentable and whether or not
reduced to  practice),  know-how,  manufacturing  and  production  processes and
techniques,  research and  development  information,  drawings,  specifications,
designs,  plans,  proposals,  technical data,  financial and marketing plans and
customer  and  supplier  lists and  information)  and (vii)  other  intellectual
property  rights.  As used in this  Agreement,  the  phrases  "to the  Company's
knowledge"  and "the Company is not aware" or any similar  expression  or phrase
refers to the actual  knowledge  of the  executive  officers of the Company (and
does not include any constructive or imputed notice of any information).

                  2.11 Compliance with Other Instruments.  The Company is not in
violation  of any  provision  of its  certificate  of  incorporation  or Bylaws.
Neither  the  Company  nor  any  of  its  subsidiaries  is in  violation  of any
instrument,  judgment,  order,  writ,  decree  or  contract,  statute,  rule  or
regulation to which the Company or any  subsidiary is subject and a violation of
which would reasonably be expected to result in a Material  Adverse Effect.  The
execution,  delivery and performance of this Agreement, the Operative Agreements
and the Investor Rights  Agreement,  and the  consummation  of the  transactions
contemplated hereby and thereby will not result in any such violation,  or be in
conflict with or  constitute,  with or without the passage of time and giving of
notice, either a default under any such provision,  instrument, judgment, order,
writ,  decree or contract or an event that  results in the creation of any lien,
charge or  encumbrance  upon any assets of the Company or any  subsidiary or the
suspension,  revocation,  impairment,  forfeiture  or nonrenewal of any material
permit,  license,  authorization  or approval  applicable  to


                                      -8-
<PAGE>

the Company or any  subsidiary,  their  business or  operations  or any of their
assets or  properties,  other than  conflicts,  defaults or other  results which
would not reasonably be expected to result in a Material Adverse Effect.

                  2.12 Agreements; Action.

                        (a)  Except  for  agreements   explicitly   contemplated
hereby,  there are no agreements,  written or oral,  between the Company and any
subsidiary and any of their officers, directors or affiliates.

                        (b)   There   are   no    agreements,    understandings,
instruments,  contracts,  proposed  transactions,  judgments,  orders,  writs or
decrees  to which the  Company or any  subsidiary  is a party or by which any of
them is bound that may involve the license of any  Intellectual  Property Rights
or other  proprietary  right to or from the Company (other than licenses entered
into in the ordinary course of business).

                        (c)    There    are    no    agreements,    commitments,
understandings,   instruments,  contracts,  proposed  transactions,   judgments,
orders, writs or decrees to which the Company or any subsidiary is a party or by
which they are bound that may involve (i) obligations (contingent or otherwise),
or payments to the Company or any subsidiary,  in excess of $250,000, other than
obligations  of, or payments  to, the  Company or any  subsidiary  arising  from
agreements  entered into in the ordinary course of business,  or (ii) provisions
materially  restricting  the  development,  manufacture or  distribution  of the
Company's  products  or  services  (collectively,   "Material  Contracts").  The
Material  Contracts are valid and in full force and effect as to the Company and
any Operating Subsidiary,  and, to the Company's knowledge, to the other parties
thereto.

                        (d)  With  the  exception  of  (i)  indebtedness  of the
Company and its  subsidiaries  under that certain Credit  Agreement of even date
herewith (the "Credit  Agreement") by and among the Company,  Clearlake  Capital
Group,  LP, as  Administrative  Agent and Collateral Agent and the Lenders party
thereto, and (ii) the indebtedness  contemplated by that certain First Lien Debt
Commitment  Letter of even  date  herewith  (the  "First  Lien  Debt  Commitment
Letter")  and Second  Lien Debt  Commitment  Letter of even date  herewith  (the
"Second Lien Debt Commitment Letter"), between the Company and Clearlake Capital
Group, LP (the Credit  Agreement,  First Lien Debt Commitment  Letter and Second
Lien Debt Commitment Letter, collectively,  the "Debt Financings"),  neither the
Company nor any subsidiary has outstanding any  indebtedness  for money borrowed
(which,  for clarity,  the parties agree does not include  accounts  payables or
other trade payables,  capital leases or accrued expenses) in excess of $250,000
or,  in the case of  indebtedness  for  money  borrowed  individually  less than
$250,000,  in excess of  $5,000,000  in the  aggregate,  other than  liabilities
incurred in the ordinary course of business.

                        (e) For the purposes of  subsections  (a) and (b) above,
all  indebtedness,   liabilities,   agreements,   understandings,   instruments,
contracts  and  proposed  transactions  involving  the  same  person  or  entity
(including  persons or entities the Company has reason to believe are affiliated
therewith) shall be aggregated for the purpose of meeting the individual minimum
dollar amounts of such subsections.


                                      -9-
<PAGE>

                  2.13 Related Party Transactions.  Since the filing of the last
SEC Report (as defined  below),  there have been no related  party  transactions
that would be  required  to be  disclosed  in the SEC  Reports  pursuant to Item
404(a) of the SEC's  Regulation  S-K that have not been so  disclosed in the SEC
Reports.

                  2.14 SEC Filings; Financial Statements.

                        (a) The Company  has timely  filed all reports and proxy
statements  (including  all  information  incorporated  therein,  amendments and
supplements thereto) required to be filed by the Company with the Securities and
Exchange  Commission (the "SEC") since January 1, 2005 (all reports filed by the
Company under the Securities  Exchange Act of 1934, and the applicable rules and
regulations   promulgated  thereunder  since  January  1,  2006,  including  any
amendments  thereto,  collectively,  the "SEC Reports").  As of their respective
dates, the SEC Reports  complied in all material  respects with the requirements
of the Securities Exchange Act of 1934, and the applicable rules and regulations
promulgated  thereunder.  As of the time of filing with the SEC, none of the SEC
Reports so filed contained any untrue statement of a material fact or omitted to
state any material fact  required to be stated  therein or necessary in order to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

                        (b) The audited consolidated financial statements of the
Company  (including any related notes thereto)  included in the SEC Reports (the
"Year-End  Statements") have been prepared in accordance with generally accepted
accounting  principles  applied on a  consistent  basis  throughout  the periods
involved (except as may be indicated in the notes thereto) and fairly present in
all material respects the consolidated financial position of the Company and its
subsidiaries  at the respective  dates thereof and the  consolidated  results of
operations,  cash flows and changes in  stockholders'  equity of the Company and
its subsidiaries for the periods indicated. The unaudited consolidated financial
statements of the Company  (including any related notes thereto) for all interim
periods included in the SEC Reports (together with the Year-End Statements,  the
"Financial Statements") have been prepared in accordance with generally accepted
accounting  principles  applied on a  consistent  basis  throughout  the periods
involved (except as may be indicated in the notes thereto) and fairly present in
all material respects the consolidated financial position of the Company and its
subsidiaries at of the respective dates thereof and the consolidated  results of
operations,  cash flows and changes in  stockholders'  equity of the Company and
its  subsidiaries  for the periods  indicated  (subject to normal and  recurring
period-end adjustments that have not been and are not expected to be material to
the Company and its subsidiaries taken as a whole).

                        (c) To the Company's  knowledge,  except as set forth in
the  Financial   Statements,   the  Schedule  of  Exceptions  or  the  Operative
Agreements,  or as  contemplated  by the Debt  Financings,  the  Company  has no
material  liabilities,  contingent  or  otherwise,  other  than (a)  liabilities
incurred in the ordinary course of business subsequent to March 31, 2007 and (b)
liabilities  or  obligations  under  contracts and  commitments  incurred in the
ordinary course of business or otherwise not required under  generally  accepted
accounting  principles  to be reflected in the Financial  Statements.  Except as
disclosed in the Financial Statements, neither the Company nor any subsidiary is
a guarantor or  indemnitor  of any  indebtedness  of any other  person,  firm or
corporation,  other than the Company or any subsidiary.


                                      -10-
<PAGE>

The Company  maintains a system of accounting  established  and  administered in
accordance with generally accepted accounting principles.

                  2.15  Changes.  Since  March  31,  2007,  except  as would not
reasonably  be  expected  to  have a  Material  Adverse  Effect  and  except  as
contemplated by the  transactions  associated with the Operative  Agreements and
the Debt Financings, there has not been:

                  (a) any change in the assets, liabilities, financial condition
or operating results of the Company and its subsidiaries, taken as a whole, from
that  reflected  in the  Financial  Statements,  except  changes in the ordinary
course of business;

                  (b) any material change or amendment to a material contract or
arrangement  by which the Company or any of its assets or properties is bound or
subject;

                  (c) any sale,  assignment,  pledge, grant of security interest
or transfer  of any  patents,  trademarks,  copyrights,  trade  secrets or other
intangible assets;

                  (d) any  resignation  or  termination of employment of any key
employee of the Company and its Operating Subsidiaries;

                  (e) any mortgage,  pledge, transfer of a security interest in,
or lien,  created by the Company or any  subsidiary,  with respect to any of its
material properties or assets, except liens for taxes not yet due or payable; or

                  (f)  any  agreement  or  commitment  by  the  Company  or  any
subsidiary to do any of the things described in this Section 2.15.

                  2.16 Tax  Returns,  Payments  and  Elections.  The Company has
timely filed all tax returns (federal,  state and local) required to be filed by
it, which tax returns are true and correct in all material respects. The Company
has paid all taxes and other  assessments due, if any, except those contested by
it in good faith that are listed in the  Schedule of  Exceptions.  Except as set
forth in the Schedule of  Exceptions,  none of the Company's  federal income tax
returns  and  none of its  state  income  or  franchise  tax or sales or use tax
returns has ever been audited by  governmental  authorities  and, as of the date
hereof,  to  the  Company's  knowledge,  there  is  no  such  audit  pending  or
threatened.  Since  March 31,  2007,  the Company  has not  incurred  any taxes,
assessments  or  governmental  charges  other  than in the  ordinary  course  of
business and the Company has made  adequate  provisions  on its books of account
for  all  taxes,  assessments  and  governmental  charges  with  respect  to its
business,  properties  and  operations  for such  period.  Except  as would  not
constitute a Material Adverse Effect, the Company has withheld or collected from
each payment made to each of its employees,  the amount of all taxes (including,
but not limited to, federal income taxes,  Federal  Insurance  Contribution  Act
taxes and  Federal  Unemployment  Tax Act  taxes)  required  to be  withheld  or
collected therefrom,  and has paid the same to the proper tax receiving officers
or authorized depositories.

                  2.17 Permits. The Company and its Operating  Subsidiaries have
all franchises,  permits,  licenses and any similar authority  necessary for the
conduct of their respective  businesses as now being conducted by them, the lack
of which would result in a Material Adverse Effect.  Neither the Company nor any
Operating  Subsidiary  is in default in any


                                      -11-
<PAGE>

material  respect  under  any of such  franchises,  permits,  licenses  or other
similar  authority.  To the  Company's  knowledge,  neither  the Company nor any
Operating  Subsidiary  has  received  notification  of  proceedings  relating to
revocation or modification of any such  franchises,  permits,  licenses or other
similar authority.

                  2.18   Environmental   and  Safety  Laws.   To  the  Company's
knowledge,  the Company and its  subsidiaries  are in compliance in all material
respects with all  applicable  statutes,  laws and  regulations  relating to the
environment or occupational  health and safety and, to the Company's  knowledge,
no  material  expenditures  are or will be  required in order to comply with any
such existing statute, law or regulation. Neither the Company nor any subsidiary
has  received  any written  communication  from a  governmental  authority  with
respect to any material violation of such statutes, laws or regulations.

                  2.19  Disclosure.  Neither this  Agreement  (including all the
exhibits  and  schedules  hereto)  nor any  certificates  made or  delivered  in
connection herewith contains any untrue statement of a material fact or omits to
state a material  fact  necessary to make the  statements  herein or therein not
misleading in light of the circumstances under which they were made.

                  2.20 Title to Property  and Assets.  The  property  and assets
that the  Company  or any  subsidiary  owns are  owned  by the  Company  or that
subsidiary  free and clear of all  mortgages,  liens,  loans  and  encumbrances,
except (i) for statutory liens for the payment of current taxes that are not yet
delinquent,  (ii) for liens,  encumbrances and security  interests that arise in
the ordinary course of business and that do not secure indebtedness for borrowed
money (which, for clarity,  the parties agree does not include accounts payables
or other trade  payables,  capital  leases or accrued  expenses)  or  guarantees
thereof,  (iii)  defects  in  title,  none  of  which,  individually  or in  the
aggregate,  materially impair the Company's or the subsidiary's ownership or use
of such property or assets,  and (iv) liens created in connection  with the Debt
Financings.  With  respect  to  the  property  and  assets  the  Company  or any
subsidiary  leases,  the  Company  or  the  subsidiary,  as  applicable,  is  in
compliance  with such leases except where the failure to be in compliance  would
not constitute a Material  Adverse  Effect and, to its knowledge,  holds a valid
leasehold interest free of any liens, claims or encumbrances, subject to clauses
(i), (ii) and (iii).

                  2.21  Employee  Benefit  Plans.  The Company  does not have or
contribute  to any  "employee  benefit  plan"  as such  term is  defined  in the
Employee  Retirement  Income  Security Act of 1974  ("ERISA") that is subject to
Title IV of ERISA or the funding  requirements  of Section  412 of the  Internal
Revenue Code of 1986, as amended.

                  2.22 Labor Agreements and Actions. Neither the Company nor any
subsidiary  is bound by or subject to any contract,  commitment  or  arrangement
with any labor  union.  Except as  disclosed  in the SEC  Reports,  neither  the
Company nor any  subsidiary  is a party to or bound by any  currently  effective
material  employment  contract,  deferred  compensation  agreement,  bonus plan,
incentive  plan,  profit  sharing plan,  retirement  agreement or other employee
compensation  agreement.  To the  Company's  knowledge,  the  Company  and  each
subsidiary has complied in all material  respects with all applicable  state and
federal equal employment opportunity and other laws related to employment.


                                      -12-
<PAGE>

                  2.23  Insurance.  The Company and its  Operating  Subsidiaries
have in full  force and  effect  the  insurance  policies  listed on  Schedule D
hereto.  There are no claims in excess  of  $100,000  in the  aggregate  pending
against the Company under any insurance  policies currently in effect, or by the
Company  against  any of its  insurance  carriers  and  covering  the  property,
business or  employees  of the  Company,  and all  premiums due and payable with
respect to the policies maintained by the Company have been paid.

                  2.24 Fees.  Except as set forth in the Schedule of Exceptions,
the Company  has no  contract,  arrangement  or  understanding  with any broker,
finder or similar agent with respect to the  transactions  contemplated  by this
Agreement.

            3.  Representations  and Warranties of the Investors.  Each Investor
severally and not jointly hereby represents, warrants and covenants that:

                  3.1 Authorization.  Such Investor has full power and authority
to enter into this Agreement and the Investor  Rights  Agreement,  and each such
agreement  constitutes its valid and legally binding obligation,  enforceable in
accordance  with its terms,  except (a) as  limited  by  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  and other laws of general  application
affecting  enforcement of creditors'  rights  generally,  (b) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable  remedies,  and  (c)  to the  extent  the  indemnification  provisions
contained in the Investor Rights Agreement may be limited by applicable  federal
or state securities laws.

                  3.2 Purchase Entirely for Own Account.  This Agreement is made
with such  Investor  in  reliance  upon such  Investor's  representation  to the
Company,  which by such  Investor's  execution of this  Agreement  such Investor
hereby  confirms,  that the  Series A  Preferred  Stock to be  received  by such
Investor  and  the   Conversion   Shares   issuable  upon   conversion   thereof
(collectively,  the  "Securities")  will be  acquired  for  investment  for such
Investor's  own account,  not as a nominee or agent,  and not with a view to the
resale  or  distribution  of any part  thereof,  and that such  Investor  has no
present  intention  of  selling,  granting  any  participation  in or  otherwise
distributing  the same.  By executing  this  Agreement,  such  Investor  further
represents that such Investor does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Securities.

                  3.3 Disclosure of Information.  Such Investor  believes it has
received all the information it considers  necessary or appropriate for deciding
whether  to  purchase  the  Series A  Preferred  Stock.  Such  Investor  further
represents  that it has had an opportunity to ask questions and receive  answers
from the  Company  regarding  the terms and  conditions  of the  offering of the
Series A Preferred Stock and the business,  properties,  prospects and financial
condition of the Company. The foregoing,  however,  does not limit or modify the
representations  and warranties of the Company in Section 2 of this Agreement or
the right of the Investors to rely thereon.

                  3.4  Investment  Experience.  Such  Investor is an investor in
public  companies with relatively low market  capitalizations  and  acknowledges
that  it is  able  to  fend  for  itself,  can  bear  the  economic  risk of its
investment,  and has such  knowledge  and  experience  in


                                      -13-
<PAGE>

financial or business  matters that it is capable of  evaluating  the merits and
risks of the  investment  in the  Series A  Preferred  Stock.  If other  than an
individual,  such  Investor also  represents  it has not been  organized for the
purpose of acquiring the Series A Preferred Stock.

                  3.5  Accredited  Investor.  Such  Investor  is an  "accredited
investor"  within the meaning of SEC Rule 501 of  Regulation  D, as presently in
effect.

                  3.6 Restricted Securities.  Such Investor understands that the
Securities it is purchasing are  characterized as "restricted  securities" under
the federal securities laws inasmuch as they are being acquired from the Company
in a transaction  not  involving a public  offering and that under such laws and
applicable  regulations such Securities may be resold without registration under
the Act only in certain  limited  circumstances.  In the absence of an effective
registration  statement  covering the Securities or an available  exemption from
registration  under the Act, the Securities must be held  indefinitely.  In this
connection,  such Investor  represents that it is familiar with SEC Rule 144, as
presently in effect, and understands the resale limitations  imposed thereby and
by the Act,  including  without  limitation  the Rule 144 condition that current
information about the Company be available to the public.

                  3.7 Further  Limitations  on  Disposition.  Without in any way
limiting the  representations  set forth above, such Investor further agrees not
to make any disposition of all or any portion of the Securities unless and until
the  transferee has agreed in writing for the benefit of the Company to be bound
by this Section 3 and the Investor Rights Agreement,  provided and to the extent
that this Section 3 and the Investor Rights Agreement are then applicable, and:

                        (a)  There is then in  effect a  registration  statement
under the Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or

                        (b) (i) Such Investor shall have notified the Company of
the proposed  disposition  and shall have  furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and (ii) if
requested by the Company, such Investor shall have furnished the Company with an
opinion of counsel, reasonably satisfactory to the Company that such disposition
will not require registration of such shares under the Act.

            Notwithstanding  the provisions of subsections (a) and (b) above, no
such  registration  statement  or opinion of counsel  shall be  necessary  for a
transfer by an Investor to any  affiliated  venture  capital fund or  investment
fund, or by an Investor that is a partnership  to a partner of such  partnership
or a retired partner of such  partnership who retires after the date hereof,  or
to the estate of any such  partner or retired  partner or the  transfer by gift,
will or  intestate  succession  of any  partner  to his or her  spouse or to the
siblings,  lineal descendants or ancestors of such partner or his or her spouse,
if the  transferee  agrees in writing  to be subject to the terms  hereof to the
same extent as if he or she were an original Investor hereunder.

                  3.8 Legends. It is understood that the certificates evidencing
the Securities may bear one or all of the following legends:


                                      -14-
<PAGE>

                        (a)  "THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED  OR
QUALIFIED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS
OF ANY STATE.  THEY MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR HYPOTHECATED
UNLESS  (A) THERE IS AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS,  COVERING ANY SUCH TRANSACTION  INVOLVING SAID
SECURITIES,  (B) THE COMPANY RECEIVES AN OPINION OF COUNSEL  SATISFACTORY TO THE
COMPANY STATING THAT SUCH  TRANSACTION IS EXEMPT FROM  REGISTRATION,  OR (C) THE
COMPANY  OTHERWISE  SATISFIES  ITSELF  THAT  SUCH  TRANSACTION  IS  EXEMPT  FROM
REGISTRATION."

                        (b) Any legend required by applicable laws.

                  3.9  Tax  Advisors.  Such  Investor  has  reviewed  with  such
Investor's  own tax advisors the federal,  state and local tax  consequences  of
this investment,  where  applicable,  and the transactions  contemplated by this
Agreement.  Each such Investor is relying solely on such advisors and not on any
statements  or  representations  of  the  Company  or  any  of  its  agents  and
understands  that each such Investor (and not the Company)  shall be responsible
for  such  Investor's  own tax  liability  that may  arise  as a result  of this
investment or the transactions contemplated by this Agreement.

                  3.10 Legal  Advisors.  Such  Investor  acknowledges  that such
Investor has had the opportunity to review this Agreement,  the exhibits and the
schedules  attached hereto and the transactions  contemplated by this Agreement,
the Debt  Financings and the Asset Purchase  Agreement with such  Investor's own
legal  counsel.  Each such Investor is relying solely on such  Investor's  legal
counsel  and,  except  with  respect  to the  opinions  to be  delivered  to the
Investors  pursuant to Sections  5.5 and 8.4 hereof,  not on any  statements  or
representations  of  the  Company  or any of  the  Company's  agents,  including
Lowenstein  Sandler PC or  Chadbourne & Parke LLP, for legal advice with respect
to this investment or the transactions contemplated by this Agreement.

            4.  Conditions  of  Investors'  and  Company's  Obligations  at  the
Closing.  The  obligations of each Investor and the Company under Section 1.1(c)
of this Agreement are subject to the  satisfaction  or, where  permitted by law,
waiver on or before the Closing of each of the following conditions:

                  4.1 Stockholder  Approval.  At a duly convened  meeting of the
stockholders of the Company, the stockholders of the Company shall have approved
(i) the Restated Certificate,  (ii) the issuance of the Series A Preferred Stock
to be issued at the  Closing and the  underlying  Conversion  Shares,  (iii) the
change of control  involved  in  issuing  the  Series A  Preferred  Stock to the
Investors  hereunder,  (iv) the  Asset  Purchase  Agreement  and (v) such  other
matters as shall be required by the rules of Nasdaq.

                  4.2 Asset  Purchase.  The  closing  contemplated  by the Asset
Purchase  Agreement shall have been  consummated  concurrently  with the Closing
hereunder.


                                      -15-
<PAGE>

                  4.3  No  Prohibition.   No  law,  statute,  rule,  regulation,
executive order, decree,  ruling,  injunction or other order (whether temporary,
preliminary  or permanent)  shall have been  enacted,  entered,  promulgated  or
enforced by any United  States or state court or any  governmental  entity which
prohibits,   restrains  or  enjoins  the   consummation   of  the   transactions
contemplated hereunder.

                  4.4 Qualifications. All authorizations,  approvals or permits,
if any, of any governmental authority or regulatory body of the United States or
of any state that are required in connection  with the lawful  issuance and sale
of the Series A Preferred  Stock in the Closing  pursuant to this  Agreement  or
that are required to consummate the closing under the Asset  Purchase  Agreement
shall have been duly  obtained and shall be  effective as of the Closing,  other
than such  authorizations,  approvals or permits or other  filings  which may be
timely made after the Closing or which,  if not obtained,  would not  materially
adversely affect the Company upon  consummation of the closings  contemplated by
this Agreement, the Asset Purchase Agreement and the Debt Financings.

                  4.5 Listing.  The  Conversion  Shares  underlying the Series A
Preferred  Stock to be issued at the  Closing,  and the  shares of Common  Stock
underlying  the  Series A  Preferred  Stock  issued  at the $1.5  million  Stock
Purchase Agreement closing, shall have been authorized for listing for quotation
on Nasdaq, subject to official notice of issuance.

                  4.6 Restated Certificate.  The Restated Certificate shall have
been filed with the Secretary of State of the State of Delaware.

            5.  Conditions  of  Investors'  Obligations  at   the  Closing.  The
obligations of each Investor  under  Sections  1.1(c) of this Agreement are also
subject to the  satisfaction or, where permitted by law, waiver on or before the
Closing of each of the following conditions:

                  5.1  Representations  and Warranties.  The representations and
warranties of the Company set forth in this Agreement  shall be true and correct
in all respects (without giving effect to any  "materiality,"  "Material Adverse
Effect"  or  similar  qualifiers  contained  in  any  such  representations  and
warranties,  other  than  any  qualifiers  contained  in any  representation  or
warranty  requiring  disclosure in the Schedule of Exceptions of a list of items
qualified as to  materiality) as of the Closing as though made on and as of such
date (unless any such  representation  or warranty is made only as of a specific
date,  in which  event such  representation  and  warranty  shall be so true and
correct  as of such  specified  date),  except  where  the  failure  of any such
representations and warranties to be so true and correct, in the aggregate,  has
not had,  and would not  reasonably  be  expected  to have,  a Material  Adverse
Effect.

                  5.2 Performance. The Company shall have performed and complied
in all  material  respects  with  all  agreements,  obligations  and  conditions
contained in this  Agreement  that are required to be performed or complied with
by it on or before the Closing.

                  5.3 Compliance Certificate. The President of the Company shall
deliver to each  Investor  at the  Closing a  certificate  in the form  attached
hereto as Exhibit D stating  that the  conditions  specified in Sections 5.1 and
5.2 have been fulfilled.


                                      -16-
<PAGE>

                  5.4 Board of  Directors.  The  Company  shall  have  taken all
necessary corporate action such that immediately  following the Closing,  Behdad
Eghbali and two other well respected business people designated by the Investors
shall be elected to the Company's board of directors.

                  5.5  Opinion  of Company  Counsel.  Each  Investor  shall have
received from Lowenstein Sandler PC, counsel for the Company, an opinion,  dated
as of the Closing, substantially in the form attached hereto as Exhibit C.

                  5.6  Secretary's  Certificate.  Investors  shall have received
from the  Company's  Secretary a certificate  in form and  substance  reasonably
satisfactory  to  the  Investors  having  attached  thereto  (a)  the  Company's
Certificate of  Incorporation  as in effect at the time of the Closing,  (b) the
Company's  Bylaws as in effect at the time of the Closing,  and (c)  resolutions
approved  by the  Company's  board of  directors  authorizing  the  transactions
contemplated hereby.

                  5.7 Operative  Agreements.  Since the date hereof, there shall
have  been no  material  amendment  of, or  material  waiver  under,  any of the
Operative Agreements other than amendments and waivers approved by Investors who
have  agreed to  purchase  a  majority  of the  shares of  Preferred  Stock sold
pursuant to this  Agreement,  such approval not to be  unreasonably  withheld or
delayed.  The  Operative  Agreements,  any  agreement  required  to be  executed
pursuant to any of the  Operative  Agreements  which is not an exhibit to one or
more of the Operative  Agreements and all other  proceedings in connection  with
the  transactions  contemplated  at the Closing  shall be in form and  substance
acceptable  to Investors who have agreed to purchase a majority of the shares of
Preferred  Stock sold  pursuant to this  Agreement,  such  acceptance  not to be
unreasonably  withheld or delayed.  Each Investor shall have received  copies of
each of the executed Operative Agreements,  including any exhibits and schedules
thereto.

                  5.8  Debt   Financing.   All   conditions   precedent  to  the
consummation  of  the  debt  financing  contemplated  by  the  First  Lien  Debt
Commitment  Letter shall have been satisfied,  unless the failure to satisfy any
such condition precedent is due to any act or failure to act by the Investors.

                  5.9 Material Adverse Effect.  Since the date hereof,  no event
shall have occurred which shall have had a Material Adverse Effect.

                  5.10 Amendment to Bylaws. The Company's Bylaws shall have been
amended  to  eliminate  all  provisions  pertaining  to  a  staggered  board  of
directors.

            6.  Conditions  of the  Company's  Obligations  at the Closing.  The
obligations  of the Company  under  Sections  1.1(c) of this  Agreement are also
subject to the  satisfaction or, where permitted by law, waiver on or before the
Closing of each of the following conditions:

                  6.1  Representations  and Warranties.  The representations and
warranties  of the  Investors  set  forth  in this  Agreement  shall be true and
correct in all respects (without giving effect to any  "materiality,"  "Material
Adverse Effect" or similar qualifiers  contained in any such representations and
warranties  as of the Closing as though made on and as


                                      -17-
<PAGE>

of such date  (unless any such  representation  or warranty is made only as of a
specific date, in which event such  representation and warranty shall be so true
and correct as of such  specified  date),  except  where the failure of any such
representations and warranties to be so true and correct, in the aggregate,  has
not had,  and would not  reasonably  be  expected  to have,  a Material  Adverse
Effect.

                  6.2  Performance.  The  Investors  shall  have  performed  and
complied  in  all  material  respects  with  all  agreements,   obligations  and
conditions  contained  in this  Agreement  that are  required to be performed or
complied with by it on or before the Closing.

                  6.3 Payment of Purchase Price at Closing.  The Investors shall
have  delivered  to the  Company  the  aggregate  purchase  price  owed  by such
Investors for the Series A Preferred Stock being sold hereunder at the Closing.

                  6.4  Debt   Financings.   The  closing  of  the   transactions
contemplated  by  the  First  Lien  Debt  Commitment   Letter  shall  have  been
consummated concurrently with the Closing hereunder.

            7.  Conditions  of  Investors'  and  Company's  Obligations  at  the
Subsequent Closing.  With respect to the Subsequent Closing,  the obligations of
each Investor and the Company under Section 1.1(f) of this Agreement are subject
to the  satisfaction  or,  where  permitted  by law,  waiver  on or  before  the
Subsequent Closing of each of the following conditions:

                  7.1 Closing. The Closing shall have occurred.

                  7.2 Stockholder  Approval. To the extent required by law, at a
duly convened  meeting of the  stockholders of the Company,  the stockholders of
the Company shall have approved (i) the issuance of the Series A Preferred Stock
to be issued at the  Subsequent  Closing and the underlying  Conversion  Shares,
(ii) the documentation underlying any investments or acquisitions related to the
Additional  Investment  and (iii) such other matters as shall be required by the
rules of Nasdaq.

                  7.3  Use  of  Proceeds.  To the  extent  the  proceeds  of the
Additional  Investment are to be used for investments or  acquisitions,  each of
the  conditions  to  such  transaction  or  transactions   (including,   without
limitation, the conditions set forth in the applicable notice delivered pursuant
to Section  1.1(e)  hereof) shall have been  satisfied or waived and the closing
contemplated   by  the  definitive   documentation   for  such   transaction  or
transactions  shall  have  been  consummated  concurrently  with the  Subsequent
Closing hereunder.

                  7.4  No  Prohibition.   No  law,  statute,  rule,  regulation,
executive order, decree,  ruling,  injunction or other order (whether temporary,
preliminary  or permanent)  shall have been  enacted,  entered,  promulgated  or
enforced by any United  States or state court or any  governmental  entity which
prohibits,   restrains  or  enjoins  the   consummation   of  the   transactions
contemplated hereunder.


                                      -18-
<PAGE>

                  7.5 Qualifications. All authorizations,  approvals or permits,
if any, of any governmental authority or regulatory body of the United States or
of any state that are required in connection  with the lawful  issuance and sale
of the Series A  Preferred  Stock in the  Subsequent  Closing  pursuant  to this
Agreement or that are required to  consummate  the closing of any  investment or
acquisition  related to the Additional  Investment shall have been duly obtained
and  shall  be  effective  as  of  the  Subsequent  Closing,   other  than  such
authorizations,  approvals or permits or other  filings which may be timely made
after the  Subsequent  Closing or which,  if not obtained,  would not materially
adversely affect the Company upon  consummation of the closings  contemplated by
this  Agreement,  the  documentation  underlying  any  investment or acquisition
related to the Additional Investment and the Debt Financings.

                  7.6 Listing.  The  Conversion  Shares  underlying the Series A
Preferred  Stock  to be  issued  at  the  Subsequent  Closing  shall  have  been
authorized  for listing for quotation on Nasdaq,  subject to official  notice of
issuance.

            8. Conditions of Investors'  Obligations at the Subsequent  Closing.
The obligations of each Investor under Section 1.1(f) of this Agreement are also
subject to the  satisfaction or, where permitted by law, waiver on or before the
Subsequent Closing of each of the following conditions:

                  8.1  Representations  and Warranties.  The representations and
warranties of the Company set forth in this Agreement  shall be true and correct
in all respects (without giving effect to any  "materiality,"  "Material Adverse
Effect"  or  similar  qualifiers  contained  in  any  such  representations  and
warranties,  other  than  any  qualifiers  contained  in any  representation  or
warranty  requiring  disclosure in the Schedule of Exceptions of a list of items
qualified as to materiality) as of the Subsequent  Closing as though made on and
as of such date (unless any such representation or warranty is made only as of a
specific date, in which event such  representation and warranty shall be so true
and correct as of such  specified  date),  except  where the failure of any such
representations and warranties to be so true and correct, in the aggregate,  has
not had,  and would not  reasonably  be  expected  to have,  a Material  Adverse
Effect.

                  8.2 Performance. The Company shall have performed and complied
in all  material  respects  with  all  agreements,  obligations  and  conditions
contained in this  Agreement  that are required to be performed or complied with
by it on or before the Subsequent Closing.

                  8.3 Compliance Certificate. The President of the Company shall
deliver to each Investor at the  Subsequent  Closing a  certificate  in the form
attached  hereto as Exhibit D stating that the conditions  specified in Sections
8.1 and 8.2 have been fulfilled.

                  8.4  Opinion  of Company  Counsel.  Each  Investor  shall have
received from Lowenstein Sandler PC, counsel for the Company, an opinion,  dated
as of the  Subsequent  Closing,  substantially  in the form  attached  hereto as
Exhibit C.

                  8.5  Secretary's  Certificate.  Investors  shall have received
from the  Company's  Secretary a certificate  in form and  substance  reasonably
satisfactory  to  the  Investors  having  attached  thereto  (a)  the  Company's
Certificate of Incorporation as in effect at the time of the Subsequent Closing,
(b) the Company's Bylaws as in effect at the time of


                                      -19-
<PAGE>

the Subsequent Closing,  and (c) resolutions  approved by the Company's board of
directors authorizing the transactions contemplated hereby.

                  8.6  Debt   Financings.   All  conditions   precedent  to  the
consummation  of  the  debt  financing  contemplated  by  the  First  Lien  Debt
Commitment  Letter and the Second Lien Debt  Commitment  Letter  shall have been
satisfied,  unless the failure to satisfy any such condition precedent is due to
any act or failure to act by the Investors.

                  8.7 Material Adverse Effect.  Since the date hereof,  no event
shall have occurred which shall have had a Material Adverse Effect.

                  8.8 Use of Proceeds..

                        (a)  To  the  extent  the  proceeds  of  the  Additional
Investment  are  to be  used  for  investments  or  acquisitions,  each  of  the
conditions to such transaction or transactions  (including,  without limitation,
the conditions set forth in the applicable notice delivered  pursuant to Section
1.1(e) hereof) shall have been satisfied.

                        (b) The Company shall have provided the Investors with a
reasonably  detailed  written  description of the use of proceeds for the Second
Lien  Debt  Financing  and the  Investors  shall be  satisfied,  in  their  sole
discretion, with such use of proceeds.

            9. Conditions of the Company's  Obligations.  The obligations of the
Company to the Investors  under this Agreement in connection with the Subsequent
Closing are subject to the satisfaction or, where permitted by law, waiver on or
before  the  Subsequent  Closing  of each of the  following  conditions  by that
Investor:

                  9.1  Representations  and Warranties.  The representations and
warranties  of the  Investors  contained in Section 3 shall be true on and as of
the Subsequent Closing with the same effect as though such  representations  and
warranties had been made on and as of the Subsequent Closing.

                  9.2  Performance.  The  Investors  shall  have  performed  and
complied  in  all  materials  respects  with  all  agreements,  obligations  and
conditions  contained  in this  Agreement  that are  required to be performed or
complied with by them before the Subsequent Closing.

                  9.3  Payment of  Purchase  Price at  Subsequent  Closing.  The
Investors shall have delivered to the Company the aggregate  purchase price owed
by such  Investors for the Series A Preferred  Stock being sold hereunder at the
Subsequent Closing.

                  9.4  Debt   Financings.   The  closing  of  the   transactions
contemplated  by  the  Second  Lien  Debt  Commitment  Letter  shall  have  been
consummated concurrently with the Subsequent Closing hereunder.


                                      -20-
<PAGE>

            10. Covenants.

                  10.1  Documents.  Subject to satisfaction of the conditions to
Closing,  the Company  and the  Investors  shall  execute  the  Investor  Rights
Agreement at or prior to the Closing.

                  10.2  Conduct of Business of the Company  Pending the Closing.
Between  the  date of  this  Agreement  and the  Closing,  except  as  otherwise
contemplated by this Agreement,  the Operative Agreements,  the Debt Financings,
the First Lien Debt Commitment Letter or the Second Lien Debt Commitment Letter,
as disclosed in the SEC Reports  filed prior to the date of this  Agreement,  as
set forth in Section 5.1 of the  Schedule of  Exceptions,  as required by law or
unless  Investors  who have  agreed to  purchase  a  majority  of the  shares of
Preferred  Stock sold  pursuant to this  Agreement  shall  otherwise  consent in
writing (which consent shall not be unreasonably  withheld or delayed),  (i) the
business of the Company and its Operating Subsidiaries shall be conducted in the
ordinary  course  of  business  and  the  Company  shall  use  its  commercially
reasonable efforts to preserve  substantially intact its business  organization,
and material business relationships, and (ii) neither the Company nor any of its
subsidiaries shall:

                        (a)  amend  or  otherwise   change  its  Certificate  of
Incorporation or By-Laws or any similar  governing  instruments  (except for any
subsidiaries that are not Operating Subsidiaries);

                        (b) enter into any agreement outside the ordinary course
of business other than  agreements  relating to a transaction  contemplated by a
notice  delivered  pursuant to Section  1.1(e)  approved by  Investors  who have
agreed to purchase a majority of the shares of Preferred  Stock sold pursuant to
this Agreement;

                        (c)  declare,  set aside,  make or pay any  dividend  or
other distribution,  payable in cash, stock, property or otherwise, with respect
to any of its capital  stock  (except  for any  dividend  or  distribution  by a
subsidiary of the Company to the Company or another  wholly owned  subsidiary of
the Company);

                        (d)  reclassify,   combine,  split,  subdivide,  redeem,
purchase or otherwise acquire any shares of capital stock of the Company (except
for the acquisition of shares in connection  with cashless  exercises of options
and warrants and customary repurchases effected in accordance with the Company's
employee benefit plans);

                        (e)  authorize  any  material  new capital  expenditures
which are, in the  aggregate,  in excess of the  Company's  capital  expenditure
budget set forth on Section 5.1 of the Schedule of Exceptions; or

                        (f)  agree  to  take  any of the  actions  described  in
Sections 10.2(a) through 10.2(e).

                  10.3  Stockholders  Meeting.  The Company,  acting through its
Board of Directors,  shall (a) as soon as reasonably  practicable  following the
date of this Agreement,  take all action necessary to duly call, give notice of,
convene and hold a meeting of its stockholders


                                      -21-
<PAGE>

(the "Stockholders  Meeting") for the purpose of obtaining  stockholder approval
of the  proposals  contemplated  by Section 4.1 (the "Company  Proposals"),  (b)
include in the Proxy Statement the recommendation of the Board of Directors that
the stockholders of the Company grant such approvals (the  "Recommendation") and
(c) use its reasonable  commercial  efforts to obtain such  approvals;  provided
that the Board of  Directors  of the Company  may fail to make or may  withdraw,
modify or change the  Recommendation  and/or may fail to use such  efforts if in
the absence of an Alternate  Financing  Proposal,  the Board of Directors of the
Company  determines in good faith (after having  consulted with outside counsel)
that such conduct is required for the Board to comply with its fiduciary  duties
under applicable law. Notwithstanding anything to the contrary contained in this
Agreement,  unless this Agreement is terminated in accordance with Section 11.1,
the  Company,  regardless  of whether the Board of  Directors of the Company has
approved,  endorsed  or  recommended  an  Alternate  Financing  Proposal  or has
withdrawn,  modified or amended the  Recommendation,  but in compliance with the
DGCL,  shall  promptly call,  give notice of, convene and hold the  Stockholders
Meeting as soon as reasonably  practicable  after the date of this Agreement and
will submit the  Company  Proposals  for  approval  by the  stockholders  of the
Company at the Stockholders Meeting.

                  10.4  Proxy  Statement.  Promptly  following  the date of this
Agreement,  the Company  shall  prepare and file with the SEC a proxy  statement
describing the Company Proposals (the "Proxy Statement").  The Company shall use
reasonable  commercial  efforts to resolve all SEC comments  with respect to the
Proxy  Statement as promptly as practicable  after receipt  thereof and to cause
the Proxy  Statement in  definitive  form to be cleared by the SEC and mailed to
the  Company's  stockholders  as promptly as  reasonably  practicable  following
filing with the SEC.

                  10.5 Alternate Financing Proposals.

                        (a)  The  Company  shall  not,  nor  shall  the  Company
authorize or permit any of its  subsidiaries or any of the directors,  officers,
employees, attorneys or investment bankers (collectively,  "Representatives") of
the Company or any of its subsidiaries to, (i) directly or indirectly, initiate,
solicit or knowingly  encourage any inquiries with respect to, or the making of,
any Alternate Financing Proposal, (ii) engage in any negotiations or discussions
concerning,  or  provide  access to its  properties,  books and  records  or any
confidential  information  or data  to,  any  person  relating  to an  Alternate
Financing Proposal,  (iii) approve, endorse or recommend, or propose publicly to
approve,  endorse or recommend, any Alternate Financing Proposal or (iv) execute
or enter into, any letter of intent,  agreement in principle,  merger agreement,
acquisition  agreement  or other  similar  agreement  relating to any  Alternate
Financing  Proposal;  provided,  however,  it is understood  and agreed that any
determination or action by the Board of Directors of the Company permitted under
Section  10.5(b)  or  Section  10.5(c),  shall  not be  deemed to be a breach or
violation of this Section 10.5(a) or, in the case of Section  10.5(b),  give the
Investors a right to terminate this Agreement  pursuant to Section  11.1(e)(ii).
The Company shall, and shall direct each of its  Representatives to, immediately
cease any solicitations, discussions or negotiations with any person (other than
the parties hereto) that has made or indicated an intention to make an Alternate
Financing  Proposal,  in each case that exist as of the date hereof,  subject in
each  case to the  rights  of the  Company  set forth in  Sections  10.5(b)  and
10.5(c).


                                      -22-
<PAGE>

                        (b) Notwithstanding  anything to the contrary in Section
10.5(a),  nothing  contained in this Agreement  shall prevent the Company or its
Board of Directors from (i) taking and disclosing to its stockholders a position
contemplated by Rule 14d-9 and Rule 14e-2(a)  promulgated under the Exchange Act
(or any similar  communication  to stockholders in connection with the making or
amendment  of a tender  offer or  exchange  offer) or from  making  any  legally
required  disclosure  to  stockholders  with  regard to an  Alternate  Financing
Proposal  (provided  that  neither the Company  nor its Board of  Directors  may
recommend any Alternate  Financing  Proposal unless permitted by Section 10.5(c)
and the Company may not fail to make, or withdraw,  modify or change in a manner
adverse  to the  Investors  all or any  portion  of, the  Recommendation  unless
permitted by Section 10.3);  (ii) providing access to its properties,  books and
records and providing information or data in response to a request therefor by a
person or group who has made an unsolicited  Alternate  Financing  Proposal that
the Board of  Directors of the Company  determines  in good faith is credible if
the Board of Directors  receives from the person so requesting such  information
an  executed  confidentiality   agreement;  (iii)  contacting  and  engaging  in
discussions  with any person or group and their respective  Representatives  who
has made an unsolicited  Alternate  Financing Proposal solely for the purpose of
clarifying such Alternate  Financing Proposal and any material terms thereof and
the conditions to consummation so as to determine  whether there is a reasonable
possibility  that such  Alternate  Financing  Proposal  could lead to a Superior
Proposal;  (iv) contacting and engaging in any  negotiations or discussions with
any  person  or  group  and  their  respective  Representatives  who has made an
unsolicited  Alternate  Financing  Proposal  that the Board of  Directors of the
Company determines in good faith is credible (which  negotiations or discussions
are not  solely  for  clarification  purposes);  or (v) prior to  obtaining  all
necessary stockholder approvals,  (A) withdrawing,  modifying or changing in any
adverse manner the Recommendation (which, in the event of an Alternate Financing
Proposal, shall be permitted only to the extent permitted by Section 10.5(c)) or
(B) recommending an unsolicited  Alternate  Financing Proposal that the Board of
Directors of the Company  determines  in good faith is credible,  if and only to
the extent that in connection with the foregoing  clauses (ii), (iv) and (v)(B),
the Board of Directors of the Company shall have determined in good faith, after
consultation with its legal counsel and financial advisors that, (x) in the case
of clause  (v)(B)  above only,  such  Alternate  Financing  Proposal  would,  if
consummated,  result in a Superior  Proposal and (y) in the case of clauses (ii)
and (iv) above only, such Alternate  Financing  Proposal  constitutes a Superior
Proposal or there is a  reasonable  possibility  that such actions in respect of
such Alternate Financing Proposal could lead to a Superior Proposal. The Company
shall also promptly  notify the Investors  within 48 hours of the receipt of any
Alternate  Financing Proposal after the date hereof,  which notice shall include
the material terms of such Alternate Financing Proposal.

                        (c) Notwithstanding anything in this Section 10.5 to the
contrary,  if (A) the  Company's  Board of Directors  determines  in good faith,
after  consultation  with its financial  advisors and outside legal counsel,  in
response to an unsolicited  Alternate  Financing Proposal that did not otherwise
result  from a  material  breach of Section  10.5(a),  that such  proposal  is a
Superior  Proposal,  (B) the Company  notifies  the  Investors in writing of the
terms of the Superior  Proposal and the  determinations  described in clause (A)
above and of its intent to terminate this Agreement,  (C) the Company's Board of
Directors  takes into account any revised  proposal made by the Investors to the
Company (a "Revised  Investor  Proposal")  within three  business days after the
Investors' receipt of such notice and again determines in good faith


                                      -23-
<PAGE>

after  consultation  with its outside  legal counsel and  independent  financial
advisors  that  such  Alternate  Financing  Proposal  (as the same may have been
modified or amended) remains a Superior Proposal, and (D) the Company's Board of
Directors,  if a Revised  Investor  Proposal has been made,  and such  Alternate
Financing   Proposal  had  been   modified  or  amended  prior  to  the  Board's
re-determination  referred  to in clause (C)  above,  (x)  first,  notifies  the
Investors of the revised terms of such Alternate Financing Proposal; (y) second,
establishes  a deadline,  and notifies the  Investors and the person making such
Alternate Financing Proposal thereof, to occur not less than three nor more than
seven  business  days after  giving such  notice,  for the  submission  of final
proposals from both the Investors and such person; and (z) within seven business
days after such deadline, again determines in good faith after consultation with
its outside legal counsel and independent financial advisors that such Alternate
Financing  Proposal  remains a Superior  Proposal and notifies the  Investors of
such  determination,  the Company or its Board of Directors may  terminate  this
Agreement  in order to enter into a  definitive  agreement  with respect to such
Superior  Proposal  and may  withdraw,  modify  or  change  the  Recommendation;
provided,  however, that the Company shall not terminate this Agreement pursuant
to this Section 10.5(c), and any purported  termination pursuant to this Section
10.5(c) shall be void and of no force or effect,  unless the Company prior to or
concurrently with such termination  pursuant to this Section 10.5(c) pays to the
Investors the Company Termination Fee.

                        (d) For purposes of this Agreement,  the following terms
shall have the meanings assigned below:

                              (i)  "Alternate   Financing  Proposal"  means  any
inquiry,  proposal or offer from any Person or group of Persons  (other than the
Investors)  relating to any proposal or offer concerning an alternate  financing
for the transactions  contemplated by the Asset Purchase Agreement together with
any Additional  Investment that the Investors have agreed to provide (subject to
the terms and  conditions  hereof)  as of the date of such  alternate  financing
proposal.

                              (ii)  "Superior   Proposal"  means  any  Alternate
Financing  Proposal  (x) on  terms  more  favorable  to  the  Company  than  the
transactions  contemplated  by this  Agreement,  taking into  account all of the
terms and conditions of such proposal and this Agreement (including any proposal
by the  Investors to amend the terms of the  transactions  contemplated  by this
Agreement,  the  First  Lien Debt  Commitment  Letter  or the  Second  Lien Debt
Commitment  Letter),  and  (y)  that  the  Board  of  Directors  of the  Company
determines in good faith is reasonably  capable of being completed,  taking into
account  the  identity  of the person or persons  making  the  proposal  and all
financial, regulatory, legal and other aspects of such proposal.

                  10.6 Further  Assurances.  Subject to the terms and conditions
of this  Agreement,  each party will use its  reasonable  commercial  efforts to
take,  or cause to be taken,  all  actions  and to do, or cause to be done,  all
things  reasonably  necessary,  proper or advisable  under  applicable  laws and
regulations to consummate the transactions contemplated by this Agreement.

                  10.7 Public Statements.  Each of the Company and the Investors
agrees  that no public  release  or  announcement  concerning  the  transactions
contemplated  hereby shall be issued  without the prior  written  consent of the
Company or the Investors, except as such release


                                      -24-
<PAGE>

or  announcement  may be  required  by law or the  rules or  regulations  of any
applicable  securities  exchange or regulatory or governmental body to which the
relevant party is subject,  wherever situated,  in which case the party required
to make the release or announcement shall use its reasonable  commercial efforts
to provide the Company or the Investors,  as the case may be, reasonable time to
comment on such release or  announcement  in advance of such issuance,  it being
understood that the final form and content of any such release or  announcement,
to the extent so required,  shall be at the final  discretion of the  disclosing
party.

            11. Termination, Expenses

                  11.1 Termination. This Agreement may be terminated:

                        (a) by mutual  written  consent of the Investors and the
Company;

                        (b) by the  Investors  or the  Company  if any  court of
competent  jurisdiction or other  governmental  entity shall have issued a final
order, decree or ruling or taken any other final action  restraining,  enjoining
or otherwise prohibiting the transactions contemplated hereunder and such order,
decree, ruling or other action is or shall have become final and nonappealable;

                        (c)  by  either  the  Investors  or the  Company  if the
Closing  shall not have  occurred  on or before  December  31,  2007;  provided,
however,  that,  if one or more  Governmental  Consents (as defined in the Asset
Purchase  Agreement as in effect on the date  hereof) have not been  obtained by
December 31, 2007 and the Company  exercises its option under the Asset Purchase
Agreement to extend the Termination Date thereunder to March 31, 2008, Investors
who have agreed to purchase a majority of the Shares of Series A Preferred Stock
to be sold in connection with the Closing may, in their sole discretion,  extend
the date after which this  Agreement may be  terminated  pursuant to this clause
(c) to March 31, 2008 by  delivering  written  notice of such  extension  to the
Company; provided,  further, that the right to terminate this Agreement pursuant
to this Section 11.1(c) shall not be available to the party seeking to terminate
unless (x) the Asset Purchase  Agreement shall have terminated and (y) the party
seeking to terminate  pursuant to this Section  11.1(c)  shall not have been the
cause of the  failure of the  Closing  to occur on or before  such date and such
action or failure to perform constitutes a breach of this Agreement.

                        (d) by the Company:

                              (i) if  there  shall  have  been a  breach  of any
representation,  warranty,  covenant or agreement  on the part of the  Investors
such  that the  conditions  set  forth in  Sections  4, 6, 7 and 9 would  not be
satisfied  and, in either such case,  such breach is not cured or curable by the
date on which all  conditions to consummate  the Asset  Purchase  Agreement have
been satisfied; or

                              (ii) in accordance  with, and subject to the terms
and conditions of, Section 10.5(c);


                                      -25-
<PAGE>

                        (e) by Investors  who have agreed to purchase a majority
of the  Shares of Series A  Preferred  Stock to be sold in  connection  with the
Closing:

                              (i) if  there  shall  have  been a  breach  of any
representation,  warranty,  covenant  or  agreement  on the part of the  Company
contained in this Agreement such that the conditions set forth in Sections 4, 5,
7 and 8 would not be  satisfied  and,  in either  such case,  such breach is not
cured or curable by the date on which all  conditions  to  consummate  the Asset
Purchase Agreement have been satisfied; or

                              (ii) if the  Board  of  Directors  of the  Company
shall have withdrawn, modified or changed the Recommendation in a manner adverse
to the Investors (it being  understood and agreed that, for all purposes of this
Agreement  (including  Sections 10.3 and 10.5), a communication  by the Board of
Directors of the Company to the  stockholders  of the Company in accordance with
Rule  14d-9(f)  of  the  Exchange  Act,  or  any  similar  communication  to the
stockholders  of the Company in  connection  with the  commencement  of a tender
offer or  exchange  offer,  shall  not be  deemed to  constitute  a  withdrawal,
modification or change of the  Recommendation)  or shall have recommended to the
stockholders  of the  Company an  Alternate  Financing  Proposal,  or shall have
resolved to effect any of the  foregoing (it being agreed that the taking of any
action by the Company,  its Board of Directors or any of its  Representatives of
any of the actions  permitted by Section  10.5(b) shall not give rise to a right
to terminate pursuant to this clause (ii)).

                        (f) by  either  the  Company  or by  Investors  who have
agreed to purchase a majority  of the Shares of Series A  Preferred  Stock to be
sold  hereunder  if,  upon  a  vote  taken  on  the  Company  Proposals  at  the
Stockholders  Meeting or any  postponement or adjournment  thereof,  the Company
Proposals shall not have been approved by the requisite vote of the stockholders
of the Company.

                  11.2 Effect of Termination.

                        (a) In the event of the  termination  of this  Agreement
pursuant to Section 11.1, this Agreement  shall forthwith  become void and there
shall be no liability or obligation  on the part of any party hereto,  except as
provided  in this  Section  11.2  and  Section  12,  which  shall  survive  such
termination; provided, however, that nothing herein shall relieve any party from
liability for any breach of this Agreement.

                        (b) In the event that this  Agreement is  terminated  by
the Company pursuant to Section 11.1(d)(ii), then no later than two (2) Business
Days  of  the  execution  of any  letter  of  intent,  agreement  in  principal,
commitment  letter  or  definitive  agreement  with  respect  to an  alternative
financing or similar agreement relating to any Alternative  Financing  Proposal,
the  Company  shall  pay  $2,000,000  (the  "Company  Termination  Fee")  to the
Investors,  at or prior to the time of termination,  payable by wire transfer of
same day funds. Such amount shall be allocated among the Investors in proportion
to the  number of shares of Series A  Preferred  Stock  that each  Investor  has
agreed to purchase pursuant to this Agreement.


                                      -26-
<PAGE>

                        (c) Each of the Company and the  Investors  acknowledges
that the  agreements  contained in this Section 11.2 are an integral part of the
transactions contemplated by this Agreement. In the event that the Company shall
fail to pay the Company  Termination  Fee when due, the Company shall  reimburse
the Investors for all reasonable costs and expenses actually incurred or accrued
by the  Investors  (including  reasonable  fees and expenses of one law firm) in
connection  any action  (including  the filing of any lawsuit)  taken to collect
payment of such  amount,  together  with  interest on such unpaid  amount at the
prime lending rate prevailing during such period as published in The Wall Street
Journal, calculated on a daily basis from the date such amounts were required to
be paid to the date of actual payment.

                  11.3  Right  to  Rescind   Election   to  Provide   Additional
Financing. The Investors who have agreed to purchase a majority of the Shares of
Series A Preferred Stock to be sold in connection with an Additional  Investment
may, in their sole and absolute  discretion,  rescind their  election to provide
such  Additional  Investment  associated  therewith  if there  shall have been a
material breach of any  representation,  warranty,  covenant or agreement on the
part of the Company  contained in this Agreement such that any of the conditions
to such  Additional  Investment set forth in Section 7 or Section 8 would not be
satisfied  and such  breach  is not  cured or  curable  by the date on which all
conditions to consummate any Additional Investment have been satisfied.

            12. Miscellaneous.

                  12.1 Survival.  The warranties,  representations and covenants
of the Company and  Investors  contained in or made  pursuant to this  Agreement
shall survive the  execution and delivery of this  Agreement and the Closing and
shall in no way be affected by any  investigation  of the subject matter thereof
made by or on behalf of the Investors or the Company.

                  12.2  Successors  and Assigns.  Except as  otherwise  provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be  binding  upon the  respective  successors  and  assigns  of the  parties
(including transferees of any securities). Nothing in this Agreement, express or
implied,  is intended to confer upon any party, other than the parties hereto or
their respective  successors and assigns, any rights,  remedies,  obligations or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

                  12.3 Governing  Law. This  Agreement  shall be governed by and
construed  under the laws of the State of New York without  regard to principles
of conflicts of law.

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


                                      -27-
<PAGE>

                  12.5  Notices.  All notices  required or  permitted  hereunder
shall be in writing and shall be deemed  effectively  given:  (a) upon  personal
delivery  to the  party to be  notified;  (b) when  sent by  confirmed  telex or
facsimile or by  electronic  mail if sent during  normal  business  hours of the
recipient,  if not,  then on the next  business  day; (c) five days after having
been sent by registered or certified  mail,  return receipt  requested,  postage
prepaid;  or (d) one day after  deposit with a nationally  recognized  overnight
courier, specifying next day delivery, with written verification of receipt. All
communications  shall be sent to the address as set forth on the signature  page
hereof or at such other address as such party may designate by ten days' advance
written notice to the other parties hereto.

                  12.6 Finder's Fee. Each party represents  that,  except as set
forth in the Schedule of  Exceptions  or in this Section 12.6, it neither is nor
will be obligated for any finder's fee or  commission  in  connection  with this
transaction.  Each Investor agrees to indemnify and to hold harmless the Company
from any  liability  for any  commission  or  compensation  in the  nature  of a
finders' fee (and the costs and expenses of defending  against such liability or
asserted  liability)  for which such Investor or any of its officers,  partners,
employees or representatives is responsible. The Company agrees to indemnify and
hold  harmless   each  Investor  from  any  liability  for  any   commission  or
compensation  in the nature of a  finders'  fee (and the costs and  expenses  of
defending against such liability or asserted liability) for which the Company or
any of its officers, employees or representatives is responsible.

                  12.7  Expenses;  Attorneys'  Fees.  If any action at law or in
equity is  necessary to enforce or interpret  the terms of this  Agreement,  the
Restated  Certificate,  or the Investor Rights  Agreement,  the prevailing party
shall  be  entitled  to  reasonable   attorneys'   fees,   costs  and  necessary
disbursements  in  addition  to any  other  relief  to which  such  party may be
entitled.

                  12.8 Amendments and Waivers. Any term of this Agreement may be
amended and the  observance of any term of this  Agreement may be waived (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  (i) prior to the Closing,  only with the written consent of the
Company and Investors  acquiring in the  aggregate  more than half the shares of
Series A Preferred Stock to be sold pursuant hereto, and (ii) after the Closing,
only with the  written  consent of the  Company and the holders of a majority of
the Common Stock  issuable or issued upon  conversion  of the Series A Preferred
Stock sold  pursuant to this  Agreement.  Any  amendment  or waiver  effected in
accordance  with this  Section  12.8  shall be binding  upon each  holder of any
securities purchased under this Agreement (including  securities into which such
securities are convertible) at the time  outstanding,  each future holder of all
such  Series A  Preferred  Stock and the  Company.  The  failure of any party to
assert any rights or remedies  shall not  constitute  a waiver of such rights or
remedies.


                                      -28-
<PAGE>

                  12.9 Severability. If one or more provisions of this Agreement
are held to be  unenforceable  under  applicable  law, such  provision  shall be
excluded  from  this  Agreement  and  the  balance  of the  Agreement  shall  be
interpreted  as if such  provision  were so excluded and shall be enforceable in
accordance with its terms.

                  12.10  Aggregation  of  Stock.  All  shares  of the  Series  A
Preferred  Stock held or acquired  by  affiliated  entities or persons  shall be
aggregated  together  for the purpose of  determining  the  availability  of any
rights under this Agreement.

                  12.11 Entire  Agreement.  This  Agreement  and the  documents,
schedules and exhibits  referred to herein constitute the entire agreement among
the  parties  and no party  shall be liable  or bound to any other  party in any
manner by any warranties,  representations  or covenants  except as specifically
set forth herein or therein.

                  12.12  Counterparts.  This Agreement may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

                            [SIGNATURE PAGES FOLLOW]


                                      -29-
<PAGE>

            IN WITNESS  WHEREOF,  the parties have executed this Agreement as of
the date first written above.

                              COMPANY:

                              GOAMERICA, INC.

                              By: /s/ Daniel R. Luis
                                  ----------------------------------------------
                                  Name: Daniel R. Luis
                                  Title: Chief Executive Officer

                         Address: 433 Hackensack Avenue
                                  Hackensack, NJ 07601
                                  Attn.: Chief Executive Officer

                              With a copy to:

                                  Lowenstein Sandler PC
                                  65 Livingston Avenue
                                  Roseland, NJ 07068
                                  Attn.: Peter H. Ehrenberg, Esq.
                                  Fax No. (973) 597-2400


                  [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

<PAGE>

                              INVESTOR:

                              CCP A, L.P.

                              By: CLEARLAKE CAPITAL PARTNERS, LLC
                                  Its General Partner

                              By: CCG Operations, LLC
                                  Its Managing Member

                              By: /s/ Behdad Eghbali
                                  ----------------------------------------------
                                  Name: Behdad Eghbali
                                  Title: Manager

                         Address: 650 Madison Avenue, 26th Floor
                                  New York, NY 10022
                                  Fax No. (212) 610-9121

                              With a copy to:

                                  Milbank, Tweed, Hadley & McCloy LLP
                                  601 S. Figueroa St., 30th Floor
                                  Los Angeles, CA 90017
                                  Attn.: Melainie K. Mansfield, Esq.
                                  Fax No. (213) 892-4711


                  [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]
<PAGE>

                                   SCHEDULE A

                              Schedule of Investors

                                                Shares of
Investor                               Series A Preferred Stock   Purchase Price
--------------------------------       ------------------------   --------------
CCP A, L.P.                                           6,479,691      $33,500,000
                                                      ---------      -----------
Total                                                 6,479,691      $33,500,000


                                  Schedule A-1