EXHIBIT 10.1




	CTC COMMUNICATIONS GROUP, INC.





SERIES B PREFERRED STOCK
PURCHASE AGREEMENT










	Dated as of March 22, 2000








	INDEX

	Page


SECTION 1.	PURCHASE AND SALE OF SHARES	1
1.1.	Sale of Shares at Closing	1
1.2.	Closing.	1
1.3.	Use of Proceeds.	2

SECTION 2.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	2
2.1.	Organization	2
2.2.	Subsidiaries	2
2.3.	Authorization	3
2.4.	No Conflicts; Approvals	3
2.5.	Capitalization	4
2.6.	Financial Statements; Financial Condition	4
2.7.	SEC Reports.	4
2.8.	Absence of Changes.	5
2.9.	Litigation.	5
2.10.	Conformity with Law	5
2.11.	Governmental Regulations.	6
2.12.	Brokers and Finders	6
2.13.	Offering of Preferred Shares.	6
2.14.	Material Contracts.  	6
2.15.	Intellectual Property.	6
2.16.	ERISA.	7
2.17.	Environmental Compliance.	7
2.18.	Disclosure.	8
2.19.	Taxes.	8

SECTION 3.	REPRESENTATIONS AND WARRANTIES OF PURCHASERS	8
3.1.	 Organization and Standing	8
3.2.	Noncontravention	9
3.3.	Consents and Approvals	9
3.4.	Broker	9
3.5.	Authorization	9
3.6.	Accredited Investors	9
3.7.	Own Account	9
3.8.	Transfer Restrictions	9
3.9.	Private Placement	10

SECTION 4.	CONDITIONS TO THE CLOSINGS	10
4.1.	Conditions to the Obligations of Purchasers at Closing	10
4.2.	Conditions of the Company's Obligations at Closing.	11

SECTION 5.	CERTAIN AGREEMENTS OF THE PARTIES	12
5.1.	Expenses	12
5.2.	Maintenance of Corporate Existence and Properties.	12
5.3.	Composition of Board of Directors.	13
5.3.7	Information Rights.	16
5.4.	Standstill Agreement	17
5.5.	Restrictions on Transfer and Conversion.	18
5.6.	Consent Rights.	19
5.7.	Tax Consistency.	21

SECTION 6.	DEFINITIONS	21
6.1.	Certain Matters of Construction	21
6.2.	Cross Reference Table	22
6.3.	Certain Definitions	22

SECTION 7.	INDEMNIFICATION	27
7.1.	Survival of Representations, Warranties and Indemnities	27
7.2.	Indemnification	28

SECTION 8.	GENERAL	28
8.1.	Amendments, Waivers and Consents	28
8.2.	Survival of Covenants; Assignment	28
8.3.	Section Headings	29
8.4.	Counterparts	29
8.5.	Notices and Demands	29
8.6.	Severability	30
8.7.	Construction	31
8.8.	Incorporation of Exhibits, Annexes and Schedules	31
8.9.	Governing Law	31
8.10.	Consent to Jurisdiction	31




SERIES B PREFERRED STOCK PURCHASE AGREEMENT

This Series B Preferred Stock Purchase Agreement is made as of March
22, 2000 by and among the following:

(i)	CTC Communications Group, Inc., a Delaware corporation (the
"Company"); and

(ii)	each of the Persons named in Exhibit A hereto (each, individually
a "Purchaser," and collectively, the "Purchasers").

Certain capitalized terms are used in this Agreement as specifically
defined herein.  These definitions are set forth or referred to in Section 6
hereof.

	WITNESSETH:

WHEREAS, on the conditions and subject to the terms set forth in this
Agreement, the Purchasers have agreed to invest $200,000,000 in the Company;
and

WHEREAS, the Company and the Purchasers wish to set forth their
understanding with respect to certain aspects of such investment.

NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth below, the parties hereto hereby agree as
follows:

PURCHASE AND SALE OF SHARES tc \l1 "PURCHASE AND SALE OF SHARES

Sale of Shares at Closing tc \l2 "Sale of Shares at Closing .  The
Company shall adopt and file with the Secretary of State of Delaware on or
prior to the Closing (as defined in Section 1.2) a Certificate of Designation
in the form attached hereto as Exhibit B ("Certificate of Designation").
Subject to all of the terms and conditions of this Agreement, and based on
the representations and warranties contained herein, each Purchaser agrees,
severally, to purchase, and the Company agrees to issue and sell to each
Purchaser at the Closing, that number of shares of the Company's Series B
Preferred Stock set forth in the column opposite each Purchaser's name on
Exhibit A hereto at the per share purchase price of $1,000.00 (the "Purchase
Price").  The shares of Series B Preferred Stock sold to the Purchasers
pursuant to this Agreement are hereinafter referred to as the "Shares."  The
Shares and the Common Stock issuable upon conversion of the Shares are
hereinafter collectively referred to as the "Securities."


Closing. tc \l2 "Closing.   The purchase of Shares hereunder (the
"Closing") shall take place at the offices of Ropes & Gray, One International
Place, Boston, Massachusetts at 10:00 a.m., on the fifth day after the
satisfaction or waiver of the conditions set forth in Section 4 (other than
those that shall take place on the date of Closing), or at such other time
and place as the Company and the Majority Purchasers mutually agree upon.  At
the Closing, the Company shall deliver to each Purchaser a certificate
representing the Shares which such Purchaser is purchasing at the Closing
against delivery to the Company by such Purchaser of a wire transfer of
immediately available United States funds in the amount of the purchase price
therefor.

Use of Proceeds. tc \l2 "Use of Proceeds.   The proceeds paid to the
Company hereunder will be used to finance the build-out of the Company's
telecommunications network and for general corporate purposes.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY tc \l1 "REPRESENTATIONS AND
WARRANTIES OF THE COMPANY .

In order to induce the Purchasers to enter into and perform this
Agreement and to consummate the transactions contemplated hereby, the Company
hereby represents and warrants to each Purchaser that:

Organization tc \l2 "Organization .  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 authorized and qualified to carry on its
business and is in good standing in the jurisdictions and in the manner as
now conducted, except where the failure to be so authorized, qualified or in
good standing could not reasonably be expected to have a material adverse
effect on the business, operations, assets, properties or financial condition
of the Company and its Subsidiaries, taken as a whole (a "Material Adverse
Effect").  The Company has made available to the Purchasers a true, complete
and correct copy of each of the Company's charter and bylaws, each as in
effect on the date hereof before the filing of the Certificate of Designation
(collectively, the "Company Charter Documents").  The Company is not in
default under its charter documents or its bylaws in any material respect.

Subsidiaries tc \l2 "Subsidiaries .  (a) The Company's Annual Report on
Form 10-K for the year ended March 31, 1999 and Schedule 2.2 set forth the
name and jurisdiction of incorporation of each Subsidiary of the Company.
Each Subsidiary of the Company is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation.  Each Subsidiary of the Company is duly authorized and
qualified to carry on its business and is in good standing in the
jurisdictions and in the manner as now conducted, except where the failure to
be so authorized, qualified or in good standing could not reasonably be
expected to have a Material Adverse Effect.  The Company has made available
to the Purchasers true, complete and correct copies of the respective charter
and bylaws of each of its Subsidiaries, each as in effect on the date hereof
(collectively, the "Subsidiary Charter Documents").  None of the Subsidiaries
is in default under its charter documents or its bylaws in any material
respect.


(b)  Except as set forth in Schedule 2.5.2, all of the outstanding
capital stock or other voting securities or other equity interests of each
Subsidiary of the Company is owned by the Company, directly or indirectly,
free and clear of any Lien and free of any other limitation or restriction
(including any restriction on the right to vote, sell or otherwise dispose of
such capital stock or other voting securities or other equity interests).
There are no outstanding (i) securities of the Company or any Subsidiary of
the Company convertible into or exchangeable for shares of capital stock or
voting securities or other equity securities of any Subsidiary of the Company
or (ii) options or other rights to acquire from the Company or any Subsidiary
of the Company, or other obligation of the Company or any Subsidiary of the
Company to issue, any capital stock, voting securities, other equity
interests or securities convertible into or exchangeable for capital stock or
voting securities or other equity interests of any Subsidiary of the Company
(the items in clauses (b)(i) and (b)(ii) being referred to collectively as
the "Subsidiary Securities").  There are no outstanding obligations of the
Company or any Subsidiary of the Company to repurchase, redeem or otherwise
acquire any outstanding Subsidiary Securities.

Authorization tc \l2 "Authorization .  The Company has the corporate
power and authority to enter into and perform this Agreement and the other
documents and instruments to be delivered pursuant to this Agreement, and to
consummate the transactions contemplated hereby and thereby.  The execution
and delivery by the Company of this and each other document and instrument to
which it is a party to be delivered pursuant to this Agreement and the
consummation by the Company of the transactions contemplated hereby and
thereby have been duly and validly authorized by all necessary corporate
action on the part of the Company.  This Agreement and each other document
and instrument to which the Company is a party to be delivered pursuant to
this Agreement have been duly and validly executed and delivered by the
Company and each constitutes the legal, valid and binding obligation of the
Company and is enforceable against the Company in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting the rights and remedies of creditors and
secured parties and general principles of equity regardless of whether
applied in a proceeding in equity or at law.

No Conflicts; Approvals tc \l2 "No Conflicts; Approvals .

Except as set forth on Schedule 2.4.1, neither the execution,
delivery and performance of this Agreement by the Company nor the
consummation by the Company of the transactions contemplated hereby will (a)
conflict with or result in a material breach of any provision of the Company
Charter Documents or the Subsidiary Charter Documents, (b) result in any
material conflict with or material breach of any of the terms, conditions or
provisions of, or default or event that with the passage of time would be a
material default (or give rise to any right to termination, cancellation or
acceleration or loss of any material right or benefit) under, any material
Contractual Obligation to which the Company or any of its Subsidiaries is a
party or by which it or its respective properties or assets is subject or
bound, (c) result in the imposition of a material Lien upon or with respect
to any assets of the Company or any of its Subsidiaries, or (d) violate in
any material respect any Legal Requirement applicable to the Company or any
of its Subsidiaries, or by which it or its properties or assets is subject or
bound.


Except as set forth on Schedule 2.4.2, no material authorization,
action, consent, approval or other order of, declaration to, or filing by the
Company with, any federal, state, municipal, foreign or other court or
governmental body or agency, or any other regulatory body, or any other
person or entity is required in connection with the valid and lawful
authorization, execution, delivery and performance by the Company of this
Agreement or the consummation by the Company of the transactions contemplated
hereby.

Capitalization tc \l2 "Capitalization .

The authorized and issued capital stock of the Company and each
of its Subsidiaries is as set forth on Schedule 2.5.1.  All shares of capital
stock of the Company and each of its Subsidiaries outstanding immediately
prior to the Closing are duly authorized, validly issued and fully paid and
non-assessable.  When issued, sold and delivered in accordance with the terms
of this Agreement and the Certificate of Designation, the Securities will be
duly authorized, validly issued, fully paid, nonassessable and free and clear
of all Liens of any kind created by the Company.

Except as set forth in the Company Charter Documents or on
Schedule 2.5.1 or Schedule 2.5.2 and except as those not issued or contracted
for by the Company, there is no (i) warrant, right, option, conversion
privilege, stock purchase plan, call or other Contractual Obligation
obligating the Company to issue or sell any shares of capital stock, or (ii)
Contractual Obligation restricting the voting or transfer of any outstanding
shares of the Company's capital stock.  Other than as set forth in the
Company Charter Documents or Schedule 2.5.2, (a) there are no existing rights
with respect to registration or sale or resale under the Securities Act of
1933, as amended (the "Securities Act"), of any securities of the Company and
(b) there are no preemptive rights (or similar rights) with respect to the
issuance or sale of the capital stock of the Company.

Financial Statements; Financial Condition tc \l2 "Financial Statements;
Financial Condition .  The consolidated financial statements of the Company
(including any related schedules and notes thereto) included in the SEC
Reports have been prepared in accordance with generally accepted accounting
principals ("GAAP") applied on a consistent basis throughout the periods
involved (except as may be noted in the notes thereto) and present fairly in
all material respects the consolidated financial condition of the Company and
its Subsidiaries at the respective dates thereof and the results of its
operations for the periods covered thereby in conformity with GAAP, except,
in the case of interim statements, for the absence of notes and year-end
adjustments.  Except as set forth in Schedule 2.6 or in the SEC Reports, to
the knowledge of the Company, the Company does not have any material
Liability, except for Liabilities that have arisen after December 31, 1999 in
the Ordinary Course of Business of the Company and its Subsidiaries.


SEC Reports. tc \l2 "SEC Reports.   The Company has filed all reports
and other documents required to be filed by it under the Exchange Act since
March 1, 1999 (collectively, the "SEC Reports").  Each SEC Report was on the
date of its filing (except if revised or superseded by a subsequent filing)
in compliance in all material respects with the requirements of its
respective report form and the Exchange Act and did not, on the date of
filing (except if revised or superseded by a subsequent filing), contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

Absence of Changes. tc \l2 "Absence of Changes.   Except as set forth
on Schedule 2.8 or as disclosed in the SEC Reports, since December 31, 1999
neither the Company nor any of its Subsidiaries has (a) suffered any change,
event or development or series of changes, events or developments which could
reasonably be expected to have a Material Adverse Effect  or a materially
adverse effect on the ability of the Company to perform its obligations under
this Agreement or (b) received written notice of any Litigation or
governmental investigation that could reasonably be expected to have a
Material Adverse Effect.

Litigation. tc \l2 "Litigation.   Except as set forth on Schedule 2.9
or as disclosed in the SEC Reports:

there is no claim, action, suit, investigation or proceeding
("Litigation") pending or, to the knowledge of the Company, threatened
against the Company or any of its Subsidiaries or involving any of their
respective properties or assets by or before any court, arbitrator or other
governmental authority which (a) challenges or seeks to prevent, enjoin,
alter or materially delay the transactions contemplated by this Agreement or
(b) if resolved adversely to the Company or any such Subsidiary could
reasonably be expected to have a Material Adverse Effect.

neither the Company nor any of its Subsidiaries is in material
default under or in material breach of any order, judgment or decree of any
court, arbitrator or other governmental authority, and neither the Company
nor any of its Subsidiaries is a party or subject to any order, judgment or
decree of any court, arbitrator or other governmental authority.


Conformity with Law tc \l2 "Conformity with Law ; Permits.  Except as
set forth in Schedule 2.10 or as disclosed in the SEC Reports, neither the
Company nor any of its Subsidiaries is in default or noncompliance under any
applicable Legal Requirement, except where such default could not reasonably
be expected to have a Material Adverse Effect.  The Company and each of the
Subsidiaries has all material certificates, franchises, permits, licenses,
consents, concessions, variances, exemptions, orders and other authorizations
of governmental, regulatory or administrative agencies or authorities,
whether foreign, federal, state or local, including without limitation all
material certificates, permits, licenses, authorizations or approvals from
the Federal Communications Commission and any state public utilities
commissions or agencies (collectively, "Permits"), required to own and
operate their properties and assets and to conduct their business as now
conducted.  The Company and each of the Subsidiaries is in compliance with
the terms of the Permits, except to the extent that the failure to be in
compliance could not reasonably be expected to have a Material Adverse
Effect.  Neither the Company nor any Subsidiary knows of any reason why any
governmental or regulatory authority might revoke any material Permits.

Governmental Regulations. tc \l2 "Governmental Regulations.   Neither
the Company nor any of its Subsidiaries is a "holding company," or a
"subsidiary company" of a "holding company" or an "affiliate" of a "holding
company," as such terms are defined in the Public Utility Holding Company Act
of 1935, as amended; nor is the Company or any of its subsidiaries an
"investment company," or an "affiliated person" or a "principal underwriter"
of an "investment company," as such terms are defined in the Investment
Company Act of 1940, as amended.

Brokers and Finders tc \l2 "Brokers and Finders .  Except for fees of
TD Securities (USA), Inc., which will be paid by the Company, neither the
Company nor any of its Subsidiaries nor any officer, director, or employee of
the Company or any of its Subsidiaries has incurred any Liabilities for any
financial advisory fees, brokerage fees, commissions or finder's fees in
connection with this Agreement or the transactions contemplated hereby.

Offering of Preferred Shares. tc \l2 "Offering of Preferred Shares.
Neither the Company nor any Person acting on its behalf has taken or will
take any action which could reasonably be expected to subject the offering,
issuance or sale of the Shares to the registration requirements of Section 5
of the Securities Act.

Material Contracts.   tc \l2 "Material Contracts.   Each of the
agreements, contracts, leases and commitments listed as an exhibit to the 10-
K, any of the 10-Qs or any Form 8-K filed with the Commission since March 31,
1999 (each, a "Material Contract") is a legal, valid and binding agreement of
the Company or a Subsidiary of the Company, as the case may be, and is in
full force and effect, and none of the Company, such Subsidiary or, to the
knowledge of the Company, any other party thereto is in default or breach, in
each case except for any such failure to be legal, valid and binding and any
such default or breach that could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, and, to the
knowledge of the Company, no event or circumstance has occurred that, with
notice or lapse of time or both, would constitute any event of default
thereunder, except as could not reasonably be expected to have a Material
Adverse Effect.


Intellectual Property. tc \l2 "Intellectual Property.   The Company and
each of its Subsidiaries owns, or has the legal right to use, all material
patents, patent applications, trademarks, trademark applications, tradenames,
copyrights, technology, know-how and processes and other intellectual
property rights necessary for each of them to conduct its business as
currently conducted (the "Intellectual Property").  Except as set forth in
Schedule 2.15, no claim has been asserted and is pending by any Person
challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property, nor does the
Company know of any facts or circumstances that could provide a reasonable
basis for any such claim.  Except as set forth in Schedule 2.15, to the
knowledge of the Company, the use of such Intellectual Property by the
Company and its Subsidiaries does not infringe on the rights of any Person,
except for such infringements which could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

ERISA. tc \l2 "ERISA.   Each member of the ERISA Group has fulfilled
its obligations, if any, under the minimum funding standards of ERISA and the
Code with respect to each Plan and is in compliance in all respects with the
presently applicable provisions of ERISA and the Code with respect to each
Plan to the extent the ERISA Group maintains such plans, except where the
failure to fulfill such obligations or to so comply could not reasonably be
expected to have a Material Adverse Effect.  No member of the ERISA Group has
(a) sought a waiver of the minimum funding standards under Section 412 of the
Code in respect of any Plan, (b) failed to make any contribution or payment
to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement,
or made any amendment to any Plan or Benefit Arrangement, which has resulted
or could result in the imposition of a Lien or the posting of a bond or other
security under ERISA or the Code or (c) incurred any liability under Title IV
of ERISA other than a liability to the Pension Benefit Guaranty Corporation
for premiums under Section 4007 of ERISA, except in each case as could not
reasonably be expected to have a Material Adverse Effect.

Environmental Compliance. tc \l2 "Environmental Compliance.

No notice, notification, demand, request for information,
citation, summons, complaint or order has been issued, no complaint has been
filed, no penalty has been assessed and no investigation or review is
pending, or to the Company's knowledge, threatened by any governmental or
other entity (i) with respect to any alleged material violation by the
Company or any of its Subsidiaries of any Environmental Law, (ii) with
respect to any alleged failure by the Company or any of its Subsidiaries to
have any material permit, certificate, license, approval, registration or
authorization required under any Environmental Law in connection with the
conduct of their businesses or (iii) with respect to any Regulated Activity
or any release, as defined in 42 U.S.C. 9601(22), of any Hazardous Substance,
which could reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.

(i) Neither the Company nor any of its Subsidiaries has engaged
in any Regulated Activity other than in compliance in all material respects
with all applicable Environmental Laws and (ii) to the knowledge of the
Company, no release, as defined in 42 U.S.C. 9601(22), of any Hazardous
Substance has occurred at or on any property now or previously owned or
leased by the Company or any of its Subsidiaries which could reasonably be
expected to have, individually or in the aggregate, a Material Adverse
Effect.

To the knowledge of the Company, there are no Environmental
Liabilities that could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.


Disclosure. tc \l2 "Disclosure.   This Agreement (taken as a whole
together with the schedules attached hereto), when read in conjunction with
the SEC Reports, does not contain any untrue statement of a material fact nor
does it omit to state a material fact necessary in order to make the
statements contained herein not misleading.  The financial forecasts dated
February 28, 2000 furnished by the Company to the Purchasers were based upon
assumptions believed by the Company to be reasonable as of the date hereof,
but do not give effect to the transactions contemplated hereby, it being
understood that actual results may differ from such forecasts and such
differences may be material.

Taxes. tc \l2 "Taxes.   Except as would not reasonably be expected to
have a Material Adverse Effect, (a) the Company and each of its Subsidiaries
has filed in accordance with applicable law, all material Tax returns, state-
ments, reports and forms (collectively, "Returns") required to be filed with
any Taxing Authority when due (taking into account any extension of a
required filing date); (b) at the time filed, such Returns were true, correct
and complete in all material respects; (c) the Company and each of its
Subsidiaries has timely paid all Taxes shown as due and payable on the
Returns that have been filed; (d) there is no action, suit, proceeding,
investigation, audit or claim pending or, to the knowledge of the Company,
threatened against or with respect to it in respect of any Tax; (e) neither
the Company nor any of its Subsidiaries has any obligation under any Tax
sharing agreement, Tax allocation agreement or Tax indemnity agreement or any
other agreement or arrangement in respect of any Tax with any Person other
than the Company or its Subsidiaries; (f) proper and adequate amounts have
been withheld by the Company and its Subsidiaries from their respective
employees and other Persons for all periods in compliance in all material
respects with the Tax, social security and unemployment, excise and other
withholding provisions of all federal, state, and local laws; (g) there is no
Tax lien, whether imposed by any federal, state, local, or foreign taxing
authority, outstanding against the assets, properties or business of the
Company or any of its Subsidiaries, other than any liens that could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect; and (h) the Company is not now and has not been within the
past five years, a "United States Real Property Holding Corporation" as
defined in Section 897(c)(2) of the Code and Section 1.897-2(b) of the
Treasury regulations thereunder.


REPRESENTATIONS AND WARRANTIES OF PURCHASERS tc \l1 "REPRESENTATIONS AND
WARRANTIES OF PURCHASERS

In order to induce the Company to enter into and perform this Agreement
and to consummate the transactions contemplated hereby, each Purchaser hereby
severally represents and warrants (solely as to itself) to the Company that:

 Organization and Standing tc \l2 " Organization and Standing .  Each
Purchaser is a corporation or other entity duly organized and validly
existing, and has the power and authority to execute and deliver this
Agreement and all other documents, certificates and instruments contemplated
hereby, and to carry out the transactions contemplated hereby and thereby.


Noncontravention tc \l2 "Noncontravention .  The execution, delivery
and performance by each Purchaser of this Agreement and all other documents,
certificates and instruments contemplated hereby, the fulfillment of and
compliance with the respective terms and provisions hereof and thereof, and
the consummation by each Purchaser of the transactions contemplated hereby
and thereby do not and will not conflict with, or violate any provision of,
any legal requirement having applicability to such Purchaser.

Consents and Approvals tc \l2 "Consents and Approvals .  Other than
filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
no consent, approval, authorization or determination of, or declaration,
filing or registration with, or other action by, any governmental entity or
any other person is required to be made or sought by a Purchaser in
connection with the execution, delivery and performance of this Agreement or
any other document, certificate or instrument executed or delivered pursuant
to this Agreement, and the consummation by such Purchaser of the transactions
contemplated hereby and thereby.

Broker tc \l2 "Broker .  Each Purchaser represents that it has no
contract, arrangement or understanding with any broker, finder or similar
agent with respect to the transactions contemplated by this Agreement.

Authorization tc \l2 "Authorization . The execution, delivery and
performance of this Agreement, the Stockholders Agreement and the documents
and instruments executed pursuant hereto have been duly authorized by all
necessary action on the part of such Purchaser, and this Agreement and each
other document and instrument which it is required to deliver hereunder
constitutes the valid, legal and binding obligation of such Purchaser,
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
the rights and remedies of creditors and secured parties and general
principles of equity regardless of whether applied in a proceeding in equity
or at law..

Accredited Investors tc \l2 "Accredited Investors .  Such Purchaser is
an "accredited investor" as such term is defined under Rule 501 under the
Securities Act.  The Purchaser's investment decisions are made by persons
having such knowledge and experience in business and financial matters as to
be capable of evaluating the merits and risk of the investment contemplated
hereby.  The Purchaser is capable of bearing the economic risks associated
with the investment contemplated hereby.

Own Account tc \l2 "Own Account .  The Purchaser is acquiring the
Securities for its own account, for investment, and not with a view to any
"distribution" thereof within the meaning of the Securities Act.


Transfer Restrictions tc \l2 "Transfer Restrictions .  Such Purchaser
understands that the Securities are subject to certain restrictions on
transfers set forth herein and that the Company may, as a condition to a
permitted transfer of any of the Securities, require that the request for
transfer be accompanied by an opinion of counsel, in form and substance
reasonably satisfactory to the Company, to the effect that the proposed
transfer does not result in violation of the Securities Act, unless such
transfer is covered by an effective registration statement under the
Securities Act or by Rule 144(k) of the Securities Act.  Such Purchaser
understands that each certificate representing the Securities will bear the
following legend or one substantially similar thereto:

The securities represented by this certificate were issued
in a private placement, without registration under the
Securities Act of 1933, as amended (the "Act"), and may not
be sold, assigned, pledged or otherwise transferred in the
absence of an effective registration under the Act covering
the transfer or an opinion of counsel, reasonably
satisfactory to the issuer, that registration under the Act
is not required.

Private Placement tc \l2 "Private Placement .  Such Purchaser has been
advised that the Securities have not been and are not being registered under
the Securities Act, and that the Company in issuing the Securities is relying
upon, among other things, the representations and warranties of each
Purchaser contained in this Section 3 in concluding that the offer and sale
of the Securities shall be exempt from the provisions of Section 5 of the
Securities Act.

CONDITIONS TO THE CLOSINGS tc \l1 "CONDITIONS TO THE CLOSINGS .

Conditions to the Obligations of Purchasers at Closing tc \l2
"Conditions to the Obligations of Purchasers at Closing .  The obligations of
each of the Purchasers under Section 1 of this Agreement to purchase Shares
at the Closing is subject to the fulfillment on or before the Closing of each
of the following conditions unless waived in accordance with Section 8.1:

Representations and Warranties.  The representations and
warranties of the Company contained in Section 2 shall be true and correct in
all material respects on and as of the date of the Closing with the same
effect as though such representations and warranties had been made on and as
of the date of the Closing (other than representations and warranties that
specifically refer to a particular date) and the Purchasers shall have
received a certificate of an officer of the Company to that effect.

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.

Filing of Certificate of Designation.  The Company shall have
filed with the Secretary of State of Delaware the Certificate of Designation
in the form attached hereto as Exhibit B and the Certificate of Designation
shall have become effective.


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 Shares to the Purchasers or the execution, delivery and
performance by the Company of this Agreement, including without limitation
the lapse of any waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act"), shall have been duly obtained and
shall be effective on and as of the Closing.

Opinion of Company Counsel.  The Purchasers shall have received
from Ropes & Gray, counsel for the Company, an opinion customary for a
transaction of the type contemplated hereby and reasonably satisfactory to
the Purchasers covering organization, authorization, enforceability and
governmental approvals or filings (other than regulatory approvals and
filings, which will be addressed in an opinion of the Company's regulatory
counsel) except under the HSR Act.

Secretary's Certificate.  The Secretary of the Company shall have
delivered to the Purchasers at the Closing a Certificate, dated as of the
Closing, certifying:  (a) that attached thereto is a true and complete copy
of the by-laws of the Company as in effect on the date of such certification;
(b) that attached thereto is a true and complete copy of all resolutions
adopted by the board of directors of the Company authorizing the execution,
delivery and performance of this Agreement and the issuance, sale and
delivery of the Shares, and that all such resolutions are in full force and
effect and are all the resolutions adopted in connection with the
transactions contemplated by this Agreement; (c) that there are no amendments
to the Company's Certificate of Incorporation approved by the Stockholders of
the Company that have not been filed with the Secretary of State of Delaware
and (d) to the incumbency and specimen signature of certain officers of the
Company.

Registration Rights Agreement.  The Company shall have executed
and delivered to the Purchasers a Registration Rights Agreement in the form
of Exhibit C.

No Prohibitions.  No law or court order or order of any other
governmental authority shall exist which prohibits or prevents the
consummation of the transactions contemplated hereby.

Nasdaq Listing.  The Company shall have listed with the Nasdaq
Stock Market the maximum number of shares of Common Stock issuable upon
conversion of the Preferred Stock pursuant to the Certificate of Designation
(other than shares issuable upon an adjustment pursuant to Section 8.10 of
the Certificate of Designation).

Board of Directors.  The Company shall have taken all the steps
necessary to cause the individual designated pursuant to Section 5.3.2 to be
elected to the Board of Directors immediately after the Closing.


Conditions of the Company's Obligations at Closing. tc \l2 "Conditions
of the Company's Obligations at Closing.   The obligations of the Company to
each Purchaser under this Agreement are subject to the fulfillment on or
before the Closing of each of the following conditions, the waiver of which
shall not be effective unless consented to in writing by the Company:

Representations and Warranties.  The representations and
warranties of each Purchaser contained in Section 3 shall be true and correct
in all material respects on and as of the date of the Closing with the same
force and effect as though such representations and warranties had been made
on and as of such date and the Company shall have received a certificate of
an officer of each Purchaser to that effect.

Payment of Purchase Price.  The Purchasers shall have delivered
the applicable purchase price specified in Section 1.

Performance.  The Purchasers 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 them on or before the Closing.

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 Shares to the Purchasers or the execution, delivery and
performance by the Company of this Agreement, including without limitation
the lapse of any waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, shall have been duly obtained and shall be
effective on and as of the Closing.

CERTAIN AGREEMENTS OF THE PARTIES tc \l1 "CERTAIN AGREEMENTS OF THE PARTIES

Expenses tc \l2 "Expenses .  The Company shall pay all reasonable out-
of-pocket expenses incurred by the Purchasers with respect to the
negotiation, execution and delivery of this Agreement and the other documents
contemplated hereby, including, without limitation, the Purchasers'
reasonable legal, accounting and other out-of-pocket fees and expenses;
provided, however, that the Purchasers shall use their reasonable best
efforts to ensure that the maximum reimbursement obligation of the Company
pursuant to this Section 5.1 shall not exceed $350,000, excluding all filing
fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR
Fees").  The Purchasers shall provide estimates of all such expenses to the
Company approximately 72 hours prior to the Closing Date.

Maintenance of Corporate Existence and Properties. tc \l2 "Maintenance
of Corporate Existence and Properties.   From the date hereof until the
Closing:

The Company and each of its Subsidiaries will at all times do or
cause to be done all things necessary to maintain, preserve and renew its
corporate charter and its leases, privileges, franchises, qualifications and
rights that are necessary in the ordinary conduct of its business as
presently conducted.


The Company and each of its Subsidiaries will provide or cause to
be provided for itself insurance with reputable insurers against loss or
damage of the kinds customarily insured against by corporations similarly
situated.

The Company and each of its Subsidiaries will keep true books of
records and accounts in which full and correct entries will be made of all
its business transactions, and will reflect in its financial statements
adequate accruals and appropriations to reserves, all in accordance with
GAAP.

The Company and each of its Subsidiaries will comply in all
material respects with all applicable statutes, rules, regulations, orders
and restrictions of the United States of America, foreign countries, states
and municipalities and of any governmental department, commission, board,
regulatory authority, bureau, agency, and instrumentality of the foregoing,
and of any court, arbitrator or grand jury, in respect of the conduct of its
business and the ownership of its properties .

Composition of Board of Directors. tc \l2 "Composition of Board of
Directors.

If the Permitted Assignment does not occur, the following
provisions shall apply:

The Company shall take all necessary action (a) to elect
one nominee (a "Purchaser Nominee") of Credit Suisse
First Boston Equity Partners, L.P. ("CSFB USA") to
the Company's board of directors (the "Board")
effective immediately after the Closing and (b) as
soon as practicable after the CSFB Holders notify the
Company that they have become financial securities
holding companies, to elect an additional nominee
(also a "Purchaser Nominee") of CSFB USA to the
Board. One Purchaser Nominee shall be elected to the
class of directors whose term expires in 2001 (the
"2001 Class") and the other Purchaser Nominee shall
be elected to the class of directors whose term
expires in 2000 (the "2000 Class").  CSFB USA's right
to nominate nominees for election to the Board as set
forth in this Section 5.3.1(i) shall terminate as set
forth below.  Upon any such termination, the term of
office of any director nominated by CSFB USA shall
terminate immediately and any such directors will
submit their resignations if requested by the
Company.


Subject to the final sentence of Section 5.3.1(i), until
the date the CSFB Holders no longer own a number of
shares of Preferred Stock or Common Stock greater
than or equal to 50% of the corresponding number of
shares of Preferred Stock issued hereunder on the
Closing Date (or Common Stock into which such
Preferred Stock was convertible), as adjusted as
appropriate to reflect stock splits, stock
combinations, stock dividends, stock
reclassifications or similar events, CSFB USA will
have the right to nominate one Purchaser Nominee for
each of the 2001 Class and the 2002 Class upon each
regular election of such classes of directors.

Subject to the final sentence of Section 5.3.1(i), in the
event the conditions of Section 5.3.1(ii) are no
longer satisfied, until the date the CSFB Holders no
longer own a number of shares of Preferred Stock or
Common Stock greater than or equal to 30% of the
corresponding number of shares of Preferred Stock
issued hereunder on the Closing Date (or Common Stock
into which such Preferred Stock was convertible), as
adjusted as appropriate to reflect stock splits,
stock combinations, stock dividends, stock
reclassifications or similar events, CSFB USA will
have the right to nominate one Purchaser Nominee for
the 2002 Class upon each regular election of such
class of directors.  At the time when the condition
set forth in the preceding sentence is no longer
satisfied, the term of office of any director
nominated by CSFB USA shall terminate immediately and
any such directors will submit their resignations if
requested by the Company.


If a Permitted Assignment occurs, then the provisions of this
Section 5.3.2 shall apply:  The Company shall take all necessary action (a)
subject to the following sentence to elect one nominee of CSFB USA (the "CSFB
Nominee") to the Company's Board effective immediately after the Closing,
(b) to elect one nominee of the Bain Holders (the "Bain Nominee") to the
Company's Board effective immediately after the Closing, and (c) to elect one
nominee of the THL Holders (the "THL Nominee") to the Company's Board
effective immediately after the Closing.  Each of the CSFB Nominee, the Bain
Nominee and the THL Nominee is a "Purchaser Nominee."  The CSFB Nominee must
be satisfactory to the Company in its sole discretion.  The Bain Nominee
shall be elected to the class of directors whose term expires in 2002 (the
"2002 Class") and the THL Nominee and the CSFB Nominee shall be elected to
the class of directors whose term expires in 2000 (the "2000 Class").  CSFB
USA, the Bain Holders and the THL Holders, respectively, will have the right
to nominate its Purchaser Nominee for the 2000, 2002 and 2000 Class,
respectively, upon each regular election of such classes of directors.  The
rights of each of CSFB USA, the Bain Holders and the THL Holders,
respectively, to nominate nominees for election to the Board as set forth in
this Section 5.3.2 shall terminate when the CSFB Holders, the Bain Holders or
the THL Holders, as the case may be, no longer owns a number of shares of
Preferred Stock or Common Stock greater than or equal to 50% of the
corresponding number of shares of Preferred Stock originally issued to the
CSFB Holders, the Bain Holders or the THL Holders, as the case may be, on the
Closing Date (or Common Stock into which such Preferred Stock was
convertible), as adjusted as appropriate to reflect stock splits, stock
combinations, stock dividends, stock reclassifications or similar events.
Upon any such termination, the term of office of any director nominated by
the party whose rights have terminated shall terminate immediately and any
such director will submit his or her resignation if requested by the Company.

If and whenever the Company fails to comply with the provisions
of Section 5.6 and has not cured such failure within 60 days of receipt by
the Corporation of notice from the holders of a majority of the Series B
Preferred Stock held by the CSFB Holders, the Bain Holders and the THL
Holders, the Company shall cause the total number of directors then
constituting the whole Board to increase by a number such that such holders
holding a majority of the Series B Preferred Stock held by CSFB Holders, the
Bain Holders and the THL Holders shall be entitled to nominate such number of
additional directors to serve on the Board so that after the election of such
nominees (also referred to as "Purchaser Nominees") such holders will have
nominated a majority of the members of the Board (including any directors
already serving on the Board who have been nominated by such holders as set
forth above) at any annual meeting of stockholders or special meeting held in
place thereof.  Whenever any such failure to comply with the provisions of
Section 5.6 shall have been cured or waived by holders of a majority of the
Series B Preferred Stock held by CSFB Holders, the Bain Holders and the THL
Holders, then the right of the such holders to nominate such additional
directors shall cease, and the term of office of any person elected as
director pursuant to this Section 5.3.4 shall forthwith terminate and the
Company shall cause the total number of directors then constituting the whole
Board to be reduced to the number of directors constituting the whole Board
immediately prior to such increase in number.

CSFB USA, the Bain Holders, and the THL Holders shall each
appoint a representative (each a "Representative") to act on their behalf for
purposes of this Section 5.3 and the Company shall be entitled to rely and
act upon the instructions of such Representatives.  The Representative shall
notify the Company in writing of the identity of the Purchaser Nominee for
election to the Board at the same time shareholder proposals are due as set
forth in the Company's proxy statement filed the preceding year for an
election year when the relevant parties have such a right, which notice shall
be conclusive evidence of the consent of such nominee to serve as a director
of the Company.  In the event the Representative fails to provide such
notice, the then-serving Purchaser Nominee, subject to the Company's consent
right described in the second sentence of Section 5.3.2 with respect to the
CSFB Nominee, for the class of directors being elected shall be deemed to be
renominated.  The notice shall include all information with respect to such
nominee as is required to be included in a proxy statement soliciting proxies
for the election of directors pursuant to Regulation 14A of the Exchange Act.


In each year when any party has such a right under this Section
5.3, the Company shall cause the Purchaser Nominee nominated by the
appropriate Representative for election to the Board to be included in the
slate of nominees presented by the Board to the stockholders of the Company
for election as directors at the relevant annual meeting of the stockholders,
and shall use reasonable efforts to cause the election of such Purchaser
Nominee, including soliciting proxies in favor of the election of such
Purchaser Nominee.  The Company shall not solicit proxies of the stockholders
of the Company to vote against any Purchaser Nominee or for the approval of
any stockholder or other proposals that are inconsistent with the rights
afforded pursuant to this Section 5.3.  In the event of any vacancy arising
by reason of the resignation, death, removal or inability of a Purchaser
Nominee to serve, the appropriate Representative shall notify the Company of
the individual to fill such vacancy, and the Company shall, subject to the
Company's consent right described in the second sentence of Section 5.3.2
with respect to the CSFB Nominee, use reasonable efforts to have such person
elected to serve until the next meeting of stockholders for the election of
directors of the Company.  For so long as CSFB USA has the right to nominate
nominees for election to the Board as set forth in this Section 5.3, any
Finance Committee of the Board shall include the CSFB Nominee.

The Company shall use best efforts at all times to take such
action as is necessary to ensure that the Board nominates and presents to
stockholders the proposed election of the Purchaser Nominee.  As a condition
precedent to the inclusion of any proposed nominee to be presented to
stockholders by the Board pursuant to this Section 5.3, the Board or, if
established, the nominating committee of the Board, may review the
information provided pursuant to Section 5.3.4 to evaluate in good faith such
nominee's character and fitness to serve as a director.  If the Board or the
nominating committee, as the case may be, determines in good faith that any
such nominee lacks the character or fitness to serve as a director based on
applicable legal and reasonable commercial standards, the Board or the
nominating committee, as the case may be, shall inform the appropriate party
of such determination, and such party shall then have the right to propose an
alternative nominee.

Information Rights. tc \l2 "Information Rights.


So long as CSFB Holders own at least 50% of the shares of
Series B Preferred Stock issued to them on the
Closing Date (or Common Stock into which such
Preferred Stock was convertible), as adjusted as
appropriate to reflect stock splits, stock
combinations, stock dividends, stock
reclassifications or similar events, the Company
shall deliver to the CSFB Holders on a timely basis
(i) all information filed by the Company with the
Securities and Exchange Commission or otherwise
furnished or made available to its shareholders
generally (including, without limitation, copies of
all financial statements, reports, proxy statements
and any other information or reports so furnished or
made available), (ii) copies of management reports as
mutually agreed upon between CSFB USA's
Representative and the Company, and (iii) shall
provide reasonable access to management on a
quarterly basis to discuss, among other things,
quarterly results.

So long as Bain Holders own at least 50% of the shares of
Series B Preferred Stock issued to them on the
Closing Date (or Common Stock into which such
Preferred Stock was convertible), as adjusted as
appropriate to reflect stock splits, stock
combinations, stock dividends, stock
reclassifications or similar events, the Company
shall deliver to the Bain Holders on a timely basis
(i) all information filed by the Company with the
Securities and Exchange Commission or otherwise
furnished or made available to its shareholders
generally (including, without limitation, copies of
all financial statements, reports, proxy statements
and any other information or reports so furnished or
made available), (ii) copies of management reports as
mutually agreed upon between the Bain Holders'
Representative and the Company, and (iii) shall
provide reasonable access to management on a
quarterly basis to discuss, among other things,
quarterly results.

So long as THL Holders own at least 50% of the shares of
Series B Preferred Stock issued to them on the
Closing Date (or Common Stock into which such
Preferred Stock was convertible), as adjusted as
appropriate to reflect stock splits, stock
combinations, stock dividends, stock
reclassifications or similar events, the Company
shall deliver to the THL Holders on a timely basis
(i) all information filed by the Company with the
Securities and Exchange Commission or otherwise
furnished or made available to its shareholders
generally (including, without limitation, copies of
all financial statements, reports, proxy statements
and any other information or reports so furnished or
made available), (ii) copies of management reports as
mutually agreed upon between the THL Holders'
Representative and the Company, and (iii) shall
provide reasonable access to management on a
quarterly basis to discuss, among other things,
quarterly results.



Standstill Agreement tc \l2 "Standstill Agreement .  (a) During the
period commencing on the date hereof and ending on the seventh anniversary of
the Closing Date (the "Standstill Period"), except as (x) specifically
permitted by this Agreement or (y) specifically approved in writing in
advance by the Board of Directors of the Company, the Purchasers shall not,
and shall cause any Controlled Affiliates to not, in any manner, directly or
indirectly, either individually or together with any person or persons acting
in concert of beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act):

          (i) acquire, or offer or agree to acquire, or become the beneficial
owner of or obtain any rights in respect of any capital stock of the Company,
except, for any shares of Common Stock that may be issuable upon the
conversion of the Preferred Stock or otherwise as permitted pursuant to this
Agreement, provided, that the foregoing limitation shall not prohibit the
acquisition of securities of the Company or any of its successors issued as
dividends or as a result of stock splits and similar reclassifications or
received in a consolidation, merger or other business combination in respect
of, in exchange for or upon conversion of Preferred Stock or Securities held
by the Purchasers or any of their Controlled Affiliates at the time of such
dividend, split or reclassification, consolidation or merger or business
combination;

          (ii) solicit proxies or consents or become a "participant" in a
"solicitation" (as such terms are defined or used in Regulation 14A under the
Exchange Act) of proxies or consents with respect to any voting securities of
the Company or any of its successors or initiate or become a participant in
any stockholder proposal or "election contest" (as such term is defined or
used in Rule 14a-11 under the Exchange Act) with respect to the Company or
any of its successors or induce others to initiate the same, or otherwise
seek to advise or influence any person with respect to the voting of any
voting securities of the Company or any of its successors (except for
activities undertaken by the Purchasers or Purchaser Nominees in connection
with solicitations by the Board of Directors);

         (iii) publicly or privately propose, encourage, solicit or
participate in the solicitation of any person or entity to acquire, offer to
acquire or agree to acquire, by merger, tender offer, purchase or otherwise,
the Company or a substantial portion of its assets or more than 5% of the
outstanding capital stock (except in connection with the registration of
securities pursuant to the Registration Rights Agreement); or

         (iv) directly or indirectly join in or in any way participate in a
pooling agreement, syndicate, voting trust or other similar arrangement with
respect to the Company's voting securities or otherwise act in concert with
any other Person (other than Controlled Affiliates), for the purpose of
acquiring, holding, voting or disposing of the Company's securities.

     (b) Nothing contained in this Section 5.4 shall be deemed to restrict
the manner in which Purchaser Nominees participate in deliberations or
discussions of the Board of Directors or the exercise of rights under the
Registration Rights Agreement.


Restrictions on Transfer and Conversion. tc \l2 "Restrictions on
Transfer and Conversion.   The Purchasers and subsequent holders of the
Securities will not sell, transfer, assign, convey, gift, mortgage, pledge,
encumber, hypothecate, or otherwise dispose of, directly or indirectly
("Transfer"), any of the Securities except for (i) Transfers between and
among the Purchasers and their Controlled Affiliates provided such Transfer
is done in accordance with the transfer restrictions applicable to the
Securities under federal and state securities laws and the Controlled
Affiliate transferee agrees to be bound by the restrictions applicable to
such Securities, including without limitation the agreements set forth in
this Section 5.5, (ii) Transfers to the Company in connection with any
conversion or redemption of the Preferred Stock, (iii) Transfers of Common
Stock permitted by, and consummated pursuant to, the Registration Rights
Agreement, (iv) Transfers of Common Stock or Preferred Stock pursuant to a
cash or stock merger or consolidation involving the Company as a constituent
corporation, (v) Transfers of Common Stock or Preferred Stock in connection
with a tender offer approved by the Board of Directors of the Company, (vi)
pro rata distributions to partners or members of the transferor, (vii) only
if the Permitted Assignment does not occur, Transfers by the Purchasers of up
to 50% of the shares of Preferred Stock issued on the Closing date, as
adjusted as appropriate to reflect stock splits, stock combinations, stock
dividends, stock reclassifications or similar events, with the prior written
consent of the Company which may be given or withheld by the Company in its
sole discretion, and (viii) Transfers to the public pursuant to Rule 144
under the Securities Act of 1933, as amended; provided, however, that
notwithstanding the foregoing the Purchasers and subsequent holders of the
Securities may Transfer Securities after the third anniversary of the Closing
Date in accordance with the transfer restrictions applicable to the
Securities under federal and state securities laws to any person other than
(x) a Person if a significant portion of the business engaged in by such
Person directly competes with the business of the Company or its Subsidiaries
or (y) a Person which is engaged in a significant business that directly
competes with the business of the Company or its Subsidiaries, but in each
case not including a Person who is a financial institution or investment fund
(i.e., not an operating company). Notwithstanding any other provision of this
Section 5.5, no Purchaser or subsequent holder of the Securities shall avoid
the provisions of this Section 5.5 by making one or more transfers to one or
more Affiliates and then disposing of all or any portion of such Purchaser's
or holder's interest in any such Affiliate.  Each certificate evidencing any
Security shall bear a legend consistent with the foregoing.

Any attempted Transfer of Securities not permitted by this Section 5.5
shall be null and void, and the Company shall not in any way give effect to
any such impermissible Transfer.

Consent Rights. tc \l2 "Consent Rights.

So long as any shares of Series B Preferred Stock are
outstanding, without the written consent of holders of a majority of the
outstanding shares of Series B Preferred Stock, the Company shall not take
any of the following actions:

Increase or decrease the authorized number of shares of any
class of Senior Stock;

Create (by reclassification or otherwise) any new class or
series of Senior Stock;


Take any action that would result in the issuance by the
Company of any Senior Stock or any other equity
securities convertible into Senior Stock; or

Alter or change the rights, preferences or privileges of
the Series B Preferred Stock or amend or waive any of
the provisions of the Certificate of Incorporation of
the Company, as amended, or the By-laws of the
Company in any manner that would adversely affect the
rights, preferences, powers and privileges of the
Series B Preferred Stock.

So long as the CSFB Holders, the Bain Holders and the THL Holders
collectively own at least 30% of the shares of Series B Preferred Stock
issued on the Closing Date, as adjusted as appropriate to reflect stock
splits, stock combinations, stock dividends, stock reclassifications or
similar events, without the written consent of holders of a majority of the
outstanding shares of Series B Preferred Stock held by such holders, the
Company shall not take any of the following actions:

Increase or decrease the authorized number of shares of any
class or series of Parity Stock;

Create (by reclassification or otherwise) any new class or
series of Parity Stock;

Take any action that would result in the issuance by the
Company of any Parity Stock or any other equity
securities convertible into Parity Stock;

Engage in any Prohibited Merger;

Declare and pay any cash dividends or distributions to the
holders of shares of Common Stock;

Issue any debt securities if the proceeds to the Company of
all such issuances after the Closing Date exceed
$200,000,000;


Repurchase or redeem any Junior Stock at a repurchase or
redemption price per share above the Current Market
Value  in effect on the date of such repurchase or
redemption, to the extent the aggregate repurchase or
redemption price of all such repurchases or
redemptions paid by the Company after the Closing
Date exceeds $50,000,000, other than any redemption,
purchase or other acquisition of shares of Common
Stock made pursuant to an employee incentive or
benefit plan or arrangement of the Company or any
subsidiary or other agreement or arrangement between
an employee and the Company or any subsidiary
approved by the Board of Directors or any committee
thereof; and

Enter into any Prohibited Transaction.

provided, however, that nothing contained in this Section 5.6
shall restrict the Company from authorizing or issuing Parity
Stock to the extent that the proceeds to the Company from all
such issuances after the Closing Date do not exceed $100,000,000.

Tax Consistency. tc \l2 "Tax Consistency.   The Company and the
Purchasers confirm that the Series B Preferred Stock is intended to be
"common stock" for the purposes of Section 305 of the Code and agree not to
take any action inconsistent with such intention unless the Company
determines in good faith that there is no reasonable basis to take such
position.

DEFINITIONS tc \l1 "DEFINITIONS

For purposes of this Agreement:

Certain Matters of Construction tc \l2
"Certain Matters of Construction .  In addition to the definitions referred
to as set forth below in this Section 6:

The words "hereof," "herein," "hereunder" and words of similar
import shall refer to this Agreement as a whole and not to any particular
Section or provision of this Agreement except as expressly provided in this
Agreement, and reference to a particular Section of this Agreement shall
include all subsections thereof.

The words "party" and "parties" shall refer to each of the
Purchasers and the Company.

Definitions shall be equally applicable to both the singular and
plural forms of the terms defined, and references to the masculine, feminine
or neuter gender shall include each other gender.

Accounting terms used herein and not otherwise defined herein are
used herein as defined by GAAP in the United States in effect as of the date
hereof.


Cross Reference Table tc \l2 "Cross Reference Table .  The following
terms defined elsewhere in this Agreement in the Sections set forth below
shall have the respective meanings therein defined:

   Term	Section

Closing	1.2
Company	Preamble	Company Charter
Documents	2.1
GAAP	2.6
HSR Fee	5.1
Litigation	2.9
Material Adverse Effect	2.1
Permits	2.16
Permitted Assignment	8.2
Purchase Price	1.1
Purchaser(s)	Preamble
Purchaser Nominee	5.3
Representative	5.3
Registration Rights Agreement	4.1.8
Securities	1.1
Securities Act	2.5.2
Shares	1.1
Subsidiary Charter Documents	2.2
Transfer	5.7
2002 Class	5.3
2001 Class	5.3

Certain Definitions tc \l2 "Certain Definitions . The following terms
shall have the following meanings:

"Affiliate" means, as to any specified Person at any time (i) any other
Person that directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such
specified Person (for the purposes of this definition, "control" (including,
with correlative meanings, the terms "controlling," "controlled by" and
"under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise).

"Agreement" means this Series B Preferred Stock Purchase Agreement as
amended and in effect from time to time.

"Bain Holders" is defined in Section 8.2.


"Benefit Arrangement" means any employee benefit plan within the
meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the
ERISA Group.

"Business Day" means any day other than a Saturday, Sunday or other day
on which banks are required or authorized to be closed for business in
Boston, Massachusetts or New York, New York.

"Closing Date" means the date of the Closing.

"Code" means the Internal Revenue Code of 1986, as amended.

"Common Stock" means the Company's Common Stock, par value $0.01 per
share.

"Contractual Obligation" means, with respect to any Person, any written
contract, agreement, understanding, deed, mortgage, lease, license,
commitment, undertaking, arrangement or understanding or other document or
instrument including, without limitation, any document or instrument
evidencing or otherwise relating to any indebtedness but excluding the
charter and by-laws of such Person, to which or by which such Person is a
party or otherwise subject or bound.

"Controlled Affiliate" means, with respect to any Person, (i) any
Subsidiary of such Person, or (ii) any other Person over which such Person
has and exercises the actual power, through shareholdings, voting rights,
contract or otherwise, to direct the management or policies of such other
Person.

"CSFB Holders" means each of Credit Suisse First Boston Equity
Partners, L.P., Credit Suisse First Boston Equity Partners (Bermuda), L.P.,
Credit Suisse First Boston U.S. Executive Advisors, L.P., and EMA Private
Equity Fund 1999, L.P. and their respective Controlled Affiliates.

"Environmental Laws" means any federal, state, local or foreign law
(including, without limitation, common law), treaty, judicial decision,
regulation, rule, judgment, order, decree, injunction, permit or governmental
restriction or requirement or any agreement with any governmental authority
or other third party, whether now or hereafter in effect, relating to human
health and safety, the environment or to pollutants, contaminants, wastes or
chemicals or any toxic, radioactive, ignitable, corrosive, reactive or
otherwise hazardous substances, wastes or materials.

"Environmental Liabilities" means all liabilities of the Company and
each of its Subsidiaries, whether contingent or fixed, known or unknown,
which (i) arise under or relate to matters covered by Environmental Laws and
(ii) relate to actions occurring or conditions existing on or prior to the
Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Group" means the  Company and all members of a controlled group
of corporations and all trades or businesses (whether or not incorporated)
under common control which, together with the Company, are treated as a
single employer under Section 414 of the Code.

"Excepted Transaction" means any transaction pursuant to a contract or
agreement in existence on the Closing Date, the payment of fees and the
provision of indemnification and similar arrangements to directors, the
payment of consulting fees, the payment of employees' salaries and bonuses
and the reimbursement of employees' expenses and the provision of other
employee benefits, in each case in the Ordinary Course of Business of the
Company.

"Hazardous Substance" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics, including, without
limitation, any substance regulated under Environmental Laws.

"Junior Stock" means all classes of Common Stock and each other class
of capital stock of the Company or series of preferred stock of the Company
established hereafter by the Board of Directors, the terms of which do not
expressly provide that such class or series ranks senior to, or on a parity
with, the Series B Preferred Stock as to dividend rights and rights on
liquidation, winding-up and dissolution of the Company.

"Legal Requirement" means any United States federal, state, local or
foreign law, statute, standard, ordinance, code, order, rule, regulation,
resolution or promulgation, or any order, judgment or decree of any
governmental authority, or any license, franchise, permit or similar right
granted under any of the foregoing, or any similar provision having the force
and effect of law.

"Liability" means any liability or obligation of any kind or nature
(whether known or unknown and whether asserted or unasserted).


"Lien" means any mortgage, pledge, lien, security interest, charge,
claim, equity, encumbrance, adverse claim, restriction on transfer
(excluding, in the case of property constituting a contract listed on a
schedule hereto and furnished to the Purchasers, restrictions on transfer of
the contract contained in the terms of the contract itself), conditional sale
or other title retention device or arrangement (including, without
limitation, a capital lease but excluding any lessor's interest in the leased
property under any operating lease), transfer for the purpose of subjection
to the payment of any indebtedness, or restriction on the creation of any of
the foregoing, whether relating to any property or right or the income or
profits therefrom; provided, however, that the term "Lien" shall not include
(i) statutory liens for Taxes to the extent that the payment thereof is not
in arrears or otherwise due, (ii) encumbrances in the nature of zoning
restrictions, easements, rights or restrictions of record on the use of real
property, if the same do not materially detract from the value of such
property or materially impair its use in the Company's business as currently
conducted, (iii) statutory or common law liens to secure landlords, lessors
or renters under leases or rental agreements confined to property on the
premises rented to the extent that no payment or performance under any such
lease or rental agreement is in arrears or is otherwise due, (iv) deposits or
pledges made in connection with, or to secure payment of, worker's
compensation, unemployment insurance, old age pension programs mandated under
applicable Legal Requirements or other social security, and (v) statutory or
common law liens in favor of carriers, warehousemen, mechanics and
materialmen, statutory or common law liens to secure claims for labor,
materials or supplies and other like liens that secure obligations, to the
extent that payment thereof is not in arrears or otherwise due.

"Majority Purchasers" means Purchasers who hold a majority of the
outstanding Preferred Stock held by the Purchasers, determined by vote.

"Market Price" means, with respect to the Common Stock, on any given
day, (i) the price of the last trade, as reported on the Nasdaq Stock Market,
not identified as having been reported late to such system, or (ii) if the
Common Stock is so traded, but not so quoted, the average of the last bid and
ask prices, as those prices are reported on the Nasdaq Stock Market, or (iii)
if the Common Stock is not listed or authorized for trading on the Nasdaq
Stock Market or any comparable system, the average of the closing bid and
asked prices as furnished by two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Company for that
purpose. If the Common Stock is not listed and traded in a manner that the
quotations referred to above are available for the period required hereunder,
the Market Price per share of Common Stock shall be deemed to be the fair
value per share of such security as determined in good faith by the Board.

"Multiemployer Plan" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for
these purposes any Person which ceased to be a member of the ERISA Group
during such five year period.

"Ordinary Course of Business" with respect to a Person means the
ordinary course of business in accordance with past practice of such Person.

"Parity Stock" means each class of capital stock of the Company or
series of preferred stock of the Company established hereafter by the Board
of Directors, the terms of which expressly provide that such class or series
will rank on a parity with the Series B Preferred Stock as to dividend rights
and rights on liquidation, winding-up and dissolution.

"Permitted Assignment" shall have the meaning set forth in Section 8.2.


"Person" means any individual, partnership, corporation, association,
trust, joint venture, unincorporated organization or other entity, and any
government, governmental department or agency or political subdivision
thereof.

"Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code and either (i) is
maintained, or contributed to, by any member of the ERISA Group for employees
of any member of the ERISA Group or (ii) has at any time within the preceding
five years been maintained, or contributed to, by any Person which was at
such time a member of the ERISA Group for employees of any Person which was
at such time a member of the ERISA Group.

"Prohibited Merger" means a consolidation by the Company with, or a
merger of the Company with or into, another person, or a consolidation by any
person with, or merger by any person with or into, the Company, in any such
event pursuant to a transaction in which (a) the Company is not the surviving
entity or (b) the Company is the surviving entity and immediately after such
transaction any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act) other than holders of the outstanding voting
stock of the Company immediately prior to such transaction is the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly
or indirectly, of more than 25% of the total voting stock of the Company, in
each case other than reorganizations, recapitalizations, mergers or
consolidations of the Company immediately after which holders of the
outstanding voting stock of the Company immediately prior to such transaction
hold 100% of the outstanding voting stock of the surviving company or its
parent company.

"Prohibited Transaction" means any agreement or transaction with any
director, executive officer or holder of 10% or more of the outstanding
voting stock of the Company involving an obligation of the Company to pay an
amount in excess of $250,000 per year unless such agreement or transaction is
on a basis at least as favorable to the Company than would be the case if
such agreement or transaction had been effected with a party other than such
director, executive officer or holder of 10% or more of the outstanding
voting stock of the Company; provided, however, that "Prohibited Transaction"
shall not include any Excepted Transaction and shall not include any
transaction involving the acquisition of Comm-Tract Corp. or Comm-Tract Corp.
of New York.

"Senior Stock" means each class of capital stock of the Company or
series of preferred stock of the Company established hereafter by the Board
of Directors of the Company, the terms of which expressly provide that such
class or series will rank senior to the Series B Preferred Stock as to
dividend rights or rights on liquidation, winding-up and dissolution of the
Company.

"Stockholder" means any holder of shares of the Company's capital
stock.

"Subsidiary" means with respect to any Person: (a) any corporation at
least a majority of whose outstanding voting stock is owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries, or by such
Person and one or more of its Subsidiaries, (b) any general partnership,
joint venture or similar entity, at least a majority of whose outstanding
partnership or similar interests shall at the time be owned by such Person,
or by one or more of its Subsidiaries, or by such Person and one or more of
its Subsidiaries, and (c) any limited partnership of which such Person or any
of its Subsidiaries is a general partner.  For the purposes of this
definition, "voting stock" means shares, interests, participations or other
equivalents in the equity interest (however designated) in such Person having
ordinary voting power for the election of a majority of the directors (or the
equivalent) of such Person.

"Tax" (and, with correlative meaning, "Taxes") shall include (i) any
net income, alternative or add-on minimum tax, gross income, gross receipts,
sales, use, ad valorem, value added, transfer, franchise, profits, license,
withholding on amounts paid by the Company or any of its Subsidiaries,
payroll, employment, excise, severance, stamp, occupation, premium, property,
environmental or windfall profit tax, custom, duty or other tax, governmental
fee or other like assessment or charge of any kind whatsoever, together with
any interest or any penalty, addition to tax or additional amount due from,
or in respect of the Company or any of its Subsidiaries, as the case may be,
imposed by any governmental authority (a "Taxing Authority") responsible for
the imposition of any such tax (domestic or foreign) and (ii) any liability
of the Company or any of its Subsidiaries for the payment of any amount as a
result of being a party to any tax sharing agreement or with respect to the
payment of any amount of the type described in (i) as a result of any
existing express or implied agreement or arrangement (including, but not
limited to, an indemnification agreement or arrangement).

"THL Holders" is defined in Section 8.2.


INDEMNIFICATION tc \l1 "INDEMNIFICATION

Survival of Representations, Warranties and Indemnities tc \l2
"Survival of Representations, Warranties and Indemnities .

Representations, Warranties and Indemnities of the Company.  All
of the representations and warranties of the Company contained herein and the
related indemnities of the Company for breach or inaccuracy of such
representations and warranties, shall survive the Closing and continue in
full force and effect until the first anniversary of the Closing Date.  The
termination of any such representation and warranty, however, shall not
affect any claim for any breach of any representation or warranty if (i)
written notice thereof is given to the breaching party or parties prior to
such termination date, or (ii) such breach is a result of fraud or the
violation of any criminal law.


Representations, Warranties and Indemnities of the Purchasers.
All of the representations and warranties of the Purchasers contained in
Section 3 shall survive the Closing and shall continue in full force and
effect until the first anniversary of the Closing Date.

Indemnification tc \l2 "Indemnification .

The Company hereby agrees to indemnify each of the Purchasers
(each in its capacity as indemnified party, an "Indemnitee") and hold each of
the Purchasers harmless from, against and in respect of the following (herein
called a "Loss" or "Losses"):  any and all actual and established damages,
deficiencies, claims, actions, charges, suits, proceedings, demands,
assessments, judgments, orders, decrees, awards, penalties, fines, amounts
paid in settlement, losses, costs, expenses, fees, obligations and
liabilities arising out of (i) any breach of or inaccuracy in any
representation or warranty made by the Company in this Agreement (including,
without limitation, the Schedules hereto) or (ii) any breach or violation of
any covenant or agreement made by or on behalf of the Company in this
Agreement (including, without limitation, the Schedules which relate to such
Sections).

Any amount paid by the Company or the Purchaser under Section
7.2.1 will be treated as an adjustment to the Purchase Price unless a final
determination causes any such amount not to constitute an adjustment to the
Purchase Price for Federal tax purposes.

GENERAL tc \l1 "GENERAL

Amendments, Waivers and Consents tc \l2 "Amendments, Waivers and
Consents .  For the purposes of this Agreement and all agreements, documents
and instruments executed pursuant hereto, except as otherwise specifically
set forth herein or therein, no course of dealing between the Company and any
Purchaser and no delay on the part of any party hereto in exercising any
rights hereunder or thereunder shall operate as a waiver of the rights hereof
and thereof.  No covenant or other provision hereof or thereof may be waived
otherwise than by a written instrument signed by the party so waiving such
covenant or other provision; provided, however, that except as otherwise
provided herein or therein, changes in or additions to, and any consents
required by this Agreement, and omissions or waivers of compliance with any
term, covenant, condition or provision set forth herein (either generally or
in a particular instance, and either retroactively or prospectively) may be
made by the written consent of the Majority Purchasers and the Company.  Any
amendment or waiver effected in accordance with this paragraph shall be
binding upon each holder of any Securities purchased under this Agreement at
the time outstanding.


Survival of Covenants; Assignment tc \l2 "Survival of Covenants;
Assignment .  All covenants, agreements, representations and warranties of
the Company made herein, except as provided otherwise in this Agreement,
shall survive the delivery of the Securities and shall bind the Company and
its successors and assigns, whether so expressed or not.  This Agreement
shall not be assigned by operation of law or otherwise; provided, however,
that notwithstanding anything herein to the contrary, within 21 days of the
date of this Agreement, the CSFB Holders shall be permitted to assign (the
"Permitted Assignment") the right to purchase thirty-seven and one-half
percent (37.5%) of the shares of Series B Prefered Stock to be issued on the
Closing Date to funds managed by Bain Capital, Inc. (the "Bain Holders") and
thirty-seven and one-half percent (37.5%) of the shares of Series B Prefered
Stock to be issued on the Closing Date to Thomas H. Lee Partners, L.P. or its
affiliates (the "THL Holders"), but as a condition to the effectiveness of
any such assignment such assignees shall execute an instrument reasonably
satisfactory to the Company pursuant to which such assignees agree to be
bound by the terms and conditions of this Agreement as if they were
originally parties hereto.

Section Headings tc \l2 "Section Headings .  The descriptive headings
in this Agreement have been inserted for convenience only and shall not be
deemed to limit or otherwise affect the construction of any provision thereof
or hereof.

Counterparts tc \l2 "Counterparts .  This Agreement may be executed
simultaneously in any number of counterparts, each of which when so executed
and delivered shall be taken to be an original; but such counterparts shall
together constitute but one and the same document.

Notices and Demands tc \l2 "Notices and Demands .  All notices,
requests, payments, instructions or other documents to be given hereunder
shall be in writing or by written telecommunication, and shall be deemed to
have been duly given if (i) delivered personally (effective upon delivery),
(ii) mailed by certified mail, return receipt requested, postage prepaid
(effective two (2) business days after dispatch), (iii) sent by a reputable,
established courier service that guarantees next business day delivery
(effective the next business day), or (iv) sent by telecopier followed within
twenty-four (24) hours by confirmation by one of the foregoing methods
(effective upon receipt of the telecopy in complete, readable form),
addressed as follows (or to such other address as the recipient may have
furnished for the purpose pursuant to this Section 8.5):


if to the Company, to:

CTC Communications Group, Inc.
220 Bear Hill Road
Waltham, MA 02451
(781) 890-1613
Attention: Chief Financial Officer

with a copy to:

Ropes & Gray
One International Place
Boston, MA 02110
Facsimile: (617) 951-7050
Attention: Mary E. Weber

and to:

Leonard R. Glass, Esq.
45 Central Avenue
Tenafly, New Jersey 07670
Facsimile: (201) 894-1718



if to the Purchasers, to them at the addresses set forth on the
signature pages hereto, with a copy to:
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Facsimile: (212) 450-4000
Attention: Paul Kingsley

and if to a permitted assignee of a Purchaser, to its address as
designated to the Company in writing (or if none, to the last address of the
assignor given to the Company pursuant to this Section 8.5).

Severability tc \l2 "Severability .  Whenever possible, each provision
of this Agreement shall be interpreted in such a manner as to be effective
and valid under applicable law, but if any provision of this Agreement shall
be deemed prohibited or invalid under such applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, and
such prohibition or invalidity shall not invalidate the remainder of such
provision or the other provisions of this Agreement.


Construction tc \l2 "Construction .  The parties hereto have
participated jointly in the negotiation and drafting of this Agreement.  In
the event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties hereto, and
no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this Agreement.
Any reference to any federal, state, local, or foreign statute or law shall
be deemed also to refer to all rules and regulations promulgated thereunder,
unless the context requires otherwise.  The word "including" shall mean
including without limitation.  The parties hereto intend that each
representation, warranty, and covenant contained herein shall have
independent significance.  If any party hereto has breached any
representation, warranty, or covenant contained herein in any respect, the
fact that there exists another representation, warranty, or covenant relating
to the same subject matter (regardless of the relative levels of specificity)
that the party has not breached shall not detract from or mitigate the fact
that the party is in breach of the first representation, warranty, or
covenant.

Incorporation of Exhibits, Annexes and Schedules tc \l2 "Incorporation
of Exhibits, Annexes and Schedules .  The exhibits, annexes and schedules
identified in this Agreement are incorporated herein by reference and made a
part hereof.

Governing Law tc \l2 "Governing Law .  This Agreement shall be governed
by and construed in accordance with the domestic substantive laws of the
State of New York without giving effect to any choice or conflict of laws
provision or rule that would cause the application of the domestic
substantive laws of any other jurisdiction.


Consent to Jurisdiction tc \l2 "Consent to Jurisdiction .  Each party
to this Agreement, by its execution hereof, (a) hereby irrevocably submits to
the nonexclusive jurisdiction of the state courts of the Commonwealth of
Massachusetts and the State of New York in the Borough of Manhattan or the
United States District Court for the District of Massachusetts and the United
States District Court for the Southern District of New York for the purpose
of any action, claim, cause of action or suit (in contract, tort or
otherwise), inquiry, proceeding or investigation arising out of or based upon
this Agreement or relating to the subject matter hereof, (b) hereby waives to
the extent not prohibited by applicable law, and agrees not to assert, and
agrees not to allow any of its subsidiaries to assert, by way of motion, as a
defense or otherwise, in any such action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property
is exempt or immune from attachment or execution, that any such proceeding
brought in one of the above-named courts is improper, or that this Agreement
or the subject matter hereof or thereof may not be enforced in or by such
court and (c) hereby agrees not to commence or maintain any action, claim,
cause of action or suit (in contract, tort or otherwise), inquiry, proceeding
or investigation arising out of or based upon this Agreement or relating to
the subject matter hereof or thereof other than before one of the above-named
courts nor to make any motion or take any other action seeking or intending
to cause the transfer or removal of any such action, claim, cause of action
or suit (in contract, tort or otherwise), inquiry, proceeding or
investigation to any court other than one of the above-named courts whether
on the grounds of inconvenient forum or otherwise.  Notwithstanding the
foregoing, to the extent that any party hereto is or becomes a party in any
litigation in connection with which it may assert indemnification rights set
forth in this agreement, the court in which such litigation is being heard
shall be deemed to be included in clause (a) above.  Each party hereto hereby
consents to service of process in any such proceeding in any manner permitted
by Massachusetts or New York law, and agrees that service of process by
registered or certified mail, return receipt requested, at its address
specified pursuant to Section 8.5 hereof is reasonably calculated to give
actual notice.



	[The remainder of this page has been intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as a
sealed instrument as of the day and year first above written.


The Company:				CTC COMMUNICATIONS GROUP, INC.


By:________________________________
     Name:
     Title:






[Signatures continue on following page]


The Purchasers: 		The CSFB Holders:

CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS, L.P.

By:	Credit Suisse First Boston  Advisory
Partners, LLC, as Investment Advisor


By:
Name:
Title:

Address for notices:

11 Madison Avenue
New York, NY 10010
Facsimile:  (212) 325-2291
Attention:  Hartley R. Rogers
      Michael Schmertzler


CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS (BERMUDA),
L.P.

By:	Credit Suisse First Boston Advisory
Partners, LLC, as Investment Advisor


By:
Name:
Title:

Address for notices:

11 Madison Avenue
New York, NY 10010
Facsimile:  (212) 325-2291
Attention:  Hartley R. Rogers
      Michael Schmertzler


CREDIT SUISSE FIRST BOSTON U.S. EXECUTIVE ADVISORS,
L.P.

By:	Credit Suisse First Boston Advisory
Partners, LLC, as Investment Advisor


By:
Name:
Title:

Address for notices:

11 Madison Avenue
New York, NY 10010
Facsimile:  (212) 325-2291
Attention:  Hartley R. Rogers
      Michael Schmertzler


EMA PRIVATE EQUITY FUND 1999, L.P.

By:	Credit Suisse First Boston (Bermuda) Limited,
as General Partner


By:
Name:
Title:

Address for notices:

c/o	Credit Suisse First Boston Advisory
Partners, LLC
11 Madison Avenue
New York, NY 10010
Facsimile:  (212) 325-2291
Attention:  Hartley R. Rogers
           Michael Schmertzler



The Bain Holders:


BAIN CAPITAL FUND VI, L.P.
By: Bain Capital Partners VI, L.P., its general
partner
By: Bain Capital Investors VI, Inc., its
general partner


By:_______________________________
Name:
Title: Managing Director

BAIN CAPITAL VI COINVESTMENT FUND, L.P.
By: Bain Capital Partners VI, L.P., its general
partner
By: Bain Capital Investors VI, Inc., its
general partner


By:_______________________________
Name:
Title: Managing Director

BCIP ASSOCIATES II
By: Bain Capital, Inc., its Managing Partner


By:_______________________________
Name:
Title: Managing Director

BCIP TRUST ASSOCIATES II
By: Bain Capital, Inc., its Managing Partner


By:_______________________________
Name:
Title: Managing Director

BCIP ASSOCIATES II-B
By: Bain Capital, Inc., its Managing Partner


By:_______________________________
Name:

Title: Managing Director

BCIP TRUST ASSOCIATES II-B
By: Bain Capital, Inc., its Managing Partner


By:_______________________________
Name:
Title: Managing Director

BCIP ASSOCIATES II-C
By: Bain Capital, Inc., its Managing Partner


By:_______________________________
Name:
Title: Managing Director

PEP INVESTMENTS PTY LTD.
By: Bain Capital, Inc., its attorney-in-fact


By:_______________________________
Name:
Title: Managing Director

BROOKSIDE CAPITAL PARTNERS FUND, L.P.


By:_______________________________
Name:
Title: Managing Director

SANKATY HIGH YIELD ASSET PARTNERS, L.P.


By:_______________________________
Name:
Title: Managing Director




SANKATY HIGH YIELD PARTNERS II, L.P.


By:_______________________________
Name:
Title: Managing Director


Address for notices:

c/o	Bain Capital, Inc.
Two Copley Place
Boston, MA 02116
Facsimile:  (617) 572-3274
Attention:

with a copy to:

Skadden, Arps, Slate, Meagher & Flom,
L.L.P.
Four Times Square
New York, New York 10036
Facsimile: (212) 735-2000
Attention: Eric Cochran, Esq.

The THL Holders:

THOMAS H. LEE EQUITY FUND IV, L.P.

By:	THL Equity Advisors IV, L.L.C.
as General Partner


By:_______________________________
Name:
Title:


THOMAS H. LEE FOREIGN FUND IV, L.P.

By:	THL Equity Advisors IV, L.L.C.
as General Partner


By:_______________________________
Name:
Title:

THOMAS H. LEE FOREIGN FUND IV-B, L.P.

By: THL Equity Advisors IV, L.L.C.
as General Partner


By:_______________________________
Name:
Title:

THOMAS H. LEE INVESTORS LIMITED 	PARTNERSHIP



By:_______________________________
Name:
Title:

THOMAS E. LEE CHARITABLE INVESTMENT
	LIMITED PARTNERSHIP

By:  Thomas H. Lee
      	as General Partner


By:_______________________________



PUTNAM INVESTMENT HOLDINGS, LLC


By:_______________________________
Name:
Title:

1997 THOMAS H. LEE NOMINEE TRUST

By: State Street Bank and Trust Company, as
Trustee

__________________________________
Name:
Title:



__________________________________
DAVID V. HARKINS

__________________________________
THE HARKINS 1995 GIFT TRUST

__________________________________
SCOTT A. SCHOEN

__________________________________
C. HUNTER BOLL

___________________________________
SCOTT M. SPERLING

___________________________________
ANTHONY J. DINOVI

___________________________________
THOMAS M. HAGERTY

__________________________________
WARREN C. SMITH, JR.

__________________________________
SETH W. LAWRY

__________________________________
KENT R. WELDON

__________________________________
TERRENCE M. MULLEN

__________________________________
TODD M. ABBRECHT

__________________________________
CHARLES A. BRIZIUS

__________________________________
SCOTT L. JAECKEL

__________________________________
SOREN L. OBERG

__________________________________
THOMAS R. SHEPHERD

__________________________________
WENDY L. MASLER

__________________________________
ANDREW D. FLASTER

__________________________________
ROBERT SCHIFF LEE 1988 TRUST

__________________________________
STEPHEN ZACHARY LEE

__________________________________
CHARLES W. ROBINS AS CUSTODIAN
FOR JESSE LEE

__________________________________
CHARLES W. ROBINS AS CUSTODIAN
FOR NATHAN LEE

__________________________________
CHARLES W. ROBINS

__________________________________
JAMES WESTRA


Address for notices:

c/o	Thomas H. Lee Company
75 State Street
Suite 2600
Boston, MA 02109
Facsimile: (617) 227-3514
Attention: Anthony DiNovi and Scott
Sperling

with a copy to:

Skadden, Arps, Slate, Meagher & Flom,
L.L.P.
Four Times Square
New York, New York 10036
Facsimile: (212) 735-2000
Attention: Eric Cochran, Esq.



Exhibit A

	Purchasers


	Shares
Purchaser							 at Closing

Credit Suisse First Boston					35,142.72982
Equity Partners, L.P.
Credit Suisse First Boston					9,823.29637
Equity Partners (Bermuda), L.P.
Credit Suisse First Boston					33.97381
U.S. Executive Advisors, L.P.
EMA Private Equity Fund 1999, L.P.				5,000.00000
Bain Capital Fund VI, L.P.*					35,092.857
Bain Capital Fund VI Coinvestment Fund, L.P.*		35,669.988
BCIP Associates II*						1.000
BCIP Trust Associates II*					1.000
BCIP Associates II-B*						1.000
BCIP Trust Associates II-B*					1.000
BCIP Associates II-C*						1.000
PEP Investments PTY Ltd.*					107.156
Brookside Capital Partners Fund, L.P.*				2,625.000
Sankaty High Yield Asset Partners, L.P.*			375.000
Sankaty High Yield  Partners II, L.P.*				1,125.000
Putnam Investment Holdings, LLC				1,030.00
Thomas H. Lee Equity Fund IV, L.P.				62,650.00


1997 Thomas H. Lee Nominee Trust 				742.00
David V. Harkins							221.00
The Harkins 1995 Gift Trust					25.00
Scott A. Schoen							184.00
C. Hunter Boll							184.00
Scott M. Sperling							184.00
Anthony J. DiNovi							184.00
Thomas M. Hagerty							184.00
Warren C. Smith, Jr.						184.00
Seth W. Lawry							77.00
Kent R. Weldon							51.00
Terrence M. Mullen						41.00
Todd M. Abbrecht							41.00
Charles A. Brizius						31.00
Scott L. Jaeckel							12.00
Soren L. Oberg							12.00
Thomas R. Shepherd						21.00
Wendy L. Masler							20.00
Andrew D. Flaster							17.00
Robert Schiff Lee 1988 Trust					50.00
Stephen Zachary Lee						50.00
Charles W. Robins as Custodian for Jesse Lee		25.00
Charles W. Robins as Custodian for Nathan Lee		25.00
harles W. Robins							20.00
James Westra							20.00
Thomas H. Lee Foreign Fund IV, L.P.				2,144.00
Thomas H. Lee Foreign Fund IV-B, L.P.				6,085.00
Thomas H. Lee Charitable Investment L.P.			407.00
Thomas H. Lee Investors Limited Partnership			79.00

TOTAL: 								200,000.00000


*Prior to the Closing Date, the Bain Holders shall be permitted to reallocate
the 75,000 shares of Series B Preferred Stock they have agreed to purchase
among themselves in any manner whatsoever provided that the aggregate number
of shares to be purchased by the Bain Holders collectively shall equal
75,000.  In order for the Bain Holders to reallocate such shares of Series B
Preferred Stock, they shall notify the Company in writing of the new
allocation prior to the Closing Date, and the number of shares to be
purchased by each Bain Holder at the Closing, as set forth on this Exhibit A,
shall be revised to reflect such new allocation.