<PAGE>

                                                               EXHIBIT 10.10

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                              PARTICIPATE.COM, INC.



                       945 WEST GEORGE STREET, THIRD FLOOR
                          CHICAGO, ILLINOIS 60657-5007


                   SERIES B PREFERRED STOCK PURCHASE AGREEMENT


                               SEPTEMBER 17, 1999
















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                                                     TABLE OF CONTENTS
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                                                                                                                    PAGE
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Section 1 Authorization and Sale of Preferred Stock...................................................................1

         1.1      Authorization.......................................................................................1
         1.2      Sale of Shares......................................................................................1


Section 2 Closing Dates; Delivery.....................................................................................1

         2.1      Closing.............................................................................................1
         2.2      Delivery............................................................................................2


Section 3 Representations and Warranties of the Company...............................................................2

         3.1      Organization and Standing; Certificate and Bylaws...................................................2
         3.2      Corporate Power.....................................................................................2
         3.3      Subsidiaries........................................................................................2
         3.4      Capitalization......................................................................................2
         3.5      Authorization.......................................................................................3
         3.6      Financial Statements................................................................................3
         3.7      Material Obligations................................................................................4
         3.8      Changes.............................................................................................4
         3.9      Material Contracts and Commitments..................................................................5
         3.10     Intellectual Property, Trademarks, etc..............................................................6
         3.11     Title to Properties and Assets; Liens, etc..........................................................6
         3.12     Compliance with Other Instruments, None Burdensome, etc.............................................6
         3.13     Litigation, etc.....................................................................................7
         3.14     Registration Rights.................................................................................7
         3.15     Governmental Consent, etc...........................................................................7
         3.16     Offering............................................................................................7
         3.17     Brokers or Finders..................................................................................7
         3.18     Employees...........................................................................................7
         3.19     Proprietary Information and Inventions Agreement....................................................8
         3.20     Compliance with Laws; Permits.......................................................................8
         3.21     Environmental and Safety Laws.......................................................................8
         3.22     Obligations to Related Parties......................................................................8
         3.23     Tax Returns and Payments............................................................................9
         3.24     Qualified Small Business............................................................................9
         3.25     Minute Books........................................................................................9
         3.26     Insurance...........................................................................................9
         3.27     Consolidation of Old Participate....................................................................9


                                       -i-
<PAGE>

Section 4 Representations and Warranties of the Purchasers............................................................9

         4.1      Experience; Speculative Nature of Investment.......................................................10
         4.2      Investment.........................................................................................10
         4.3      Rule 144...........................................................................................10
         4.4      No Public Market...................................................................................10
         4.5      Access to Data.....................................................................................10
         4.6      Authorization......................................................................................10
         4.7      Brokers or Finders.................................................................................11
         4.8      Tax Liability......................................................................................11


Section 5 Conditions to Purchasers' Obligations to Close..............................................................11

         5.1      Representations and Warranties Correct.............................................................11
         5.2      Covenants..........................................................................................11
         5.3      Blue Sky...........................................................................................11
         5.4      Certificate of Incorporation.......................................................................11
         5.5      Rights Agreement...................................................................................11
         5.6      Compliance Certificate.............................................................................11
         5.7      Board of Directors.................................................................................12
         5.8      Opinion of Company Counsel.........................................................................12
         5.9      Vesting Agreement With Alan K. Warms...............................................................12
         5.10     Management Rights Letter...........................................................................12


Section 6 Conditions to Company's Obligations to Close...............................................................12

         6.1      Representations....................................................................................12
         6.2      Covenants..........................................................................................12
         6.3      Blue Sky...........................................................................................12
         6.4      Certificate of Incorporation.......................................................................12
         6.5      Rights Agreement...................................................................................12


Section 7 Miscellaneous..............................................................................................13

         7.1      Governing Law......................................................................................13
         7.2      Survival...........................................................................................13
         7.3      Expenses...........................................................................................13
         7.4      Successors and Assigns.............................................................................13
         7.5      Entire Agreement; Amendment........................................................................13
         7.6      Notices, etc.......................................................................................13


                                       -ii-
<PAGE>

         7.7      Delays or Omissions................................................................................14
         7.8      California Corporate Securities Law................................................................14
         7.9      Counterparts.......................................................................................14
         7.10     Severability.......................................................................................14
         7.11     Exculpation Among Purchasers.......................................................................14
         7.12     Titles and Subtitles...............................................................................15

EXHIBITS
--------

       A      Schedule of Purchasers................................................................................A-1
       B      Certificate of Incorporation..........................................................................B-1
       C      Stockholder Rights Agreement..........................................................................C-1
       D      Compliance Certificate................................................................................D-1
       E      Opinion of Company Counsel............................................................................E-1
       F      Founder Stock Vesting Agreement.......................................................................F-1
       G      Management Rights Letter..............................................................................G-1
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                                       -iii-
<PAGE>

                              PARTICIPATE.COM, INC.

                   SERIES B PREFERRED STOCK PURCHASE AGREEMENT


         This Series B Preferred Stock Purchase Agreement (the "AGREEMENT")
is made as of September 17, 1999 by and among Participate.com, Inc., a
Delaware corporation (the "COMPANY"), and the persons and entities listed on
the Schedule of Purchasers attached hereto as EXHIBIT A (each a "PURCHASER,"
and collectively, the "PURCHASERS").

                                    SECTION 1

                    AUTHORIZATION AND SALE OF PREFERRED STOCK

         1.1    AUTHORIZATION. The Company will, prior to the Initial Closing
(as defined below), authorize the sale and issuance of up to 4,532,174 shares
(the "Shares") of the Company's Series B Preferred Stock (the "SERIES B
PREFERRED"), and the issuance of such shares of common stock of the Company
(the "COMMON Stock") issuable upon conversion of the Shares having the
rights, privileges and preferences as set forth in the Certificate of
Incorporation (the "CERTIFICATE OF INCORPORATION") in the form attached to
this Agreement as EXHIBIT B.

         1.2    SALE OF SHARES. Subject to the terms and conditions of this
Agreement, each of the Purchasers agrees to purchase, severally and not
jointly, and the Company agrees to sell and issue to each Purchaser,
severally and not jointly, the number of shares set forth in the column
designated "Number of Series B Shares" opposite such Purchaser's name on the
Schedule of Purchasers, at a cash purchase price of $2.95 per share (the
"PURCHASE PRICE").

                                    SECTION 2

                             CLOSING DATES; DELIVERY

         2.1    CLOSING. The purchase and sale of the Shares hereunder shall
take place at one or more closings (each of which is referred to in this
Agreement as a "CLOSING"). The initial closing (the "INITIAL CLOSING") shall
take place on September 17, 1999 and the subsequent closing(s) shall take
place on such date or dates as shall be approved by the Company's Board of
Directors (the "BOARD OF DIRECTORS") no later than ninety (90) days following
the Initial Closing (each such closing date is referred to in this Agreement
as a "CLOSING DATE"). The Company may sell up to the balance of the
authorized shares of Series B Preferred not sold at the Initial Closing to
such persons in any subsequent closing as may be approved by the Board of
Directors. All such sales shall be made on the terms and conditions set forth
in this Agreement. Any shares of Series B Preferred sold at subsequent
closings shall be deemed to be "SHARES" for all purposes under this Agreement
and any purchasers thereof shall be deemed to be "PURCHASERS" for all
purposes under this Agreement. Each Closing shall be held at the offices of
Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California,
at 2:00 p.m. local time, on each Closing Date, or at such other time and
place upon which the Company and the Purchasers agree.

<PAGE>

         2.2    DELIVERY. At each Closing, the Company will deliver to each
Purchaser a certificate registered in such Purchaser's name representing the
number of Shares that such Purchaser is purchasing against payment of the
purchase price therefor as set forth in the column designated "Purchase
Price" opposite such Purchaser's name on the Schedule of Purchasers, by check
payable to the Company or wire transfer per the Company's instructions.

                                    SECTION 3

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         Except as set forth on the Schedule of Exceptions dated as of the
date of this Agreement and delivered to the Purchasers (the "SCHEDULE OF
EXCEPTIONS"), the Company represents and warrants to each Purchaser as
follows:

         3.1    ORGANIZATION AND STANDING; CERTIFICATE AND BYLAWS. The
Company is a corporation duly organized and existing under, and by virtue of,
the laws of the State of Delaware and is in good standing under such laws.
The Company has requisite corporate power and authority to own and operate
its properties and assets, and to carry on its business as presently
conducted. The Company is presently qualified to do business as a foreign
corporation in each jurisdiction where the failure to be so qualified would
have a material adverse effect on the Company's business as now conducted.

         3.2    CORPORATE POWER. The Company will have at each Closing Date
all requisite legal and corporate power and authority to execute and deliver
this Agreement and that certain Stockholder Rights Agreement entered into
between the Company and the Purchaser, and attached as EXHIBIT C (the "RIGHTS
AGREEMENT"), to sell and issue the Shares hereunder, to issue the shares of
Common Stock issuable upon conversion of the Shares, and to carry out and
perform its obligations under the terms of this Agreement and the Rights
Agreement (together the "AGREEMENTS") and the Certificate of Incorporation.

         3.3    SUBSIDIARIES. The Company has no subsidiaries and does not
otherwise own or control, directly or indirectly, any equity interest in any
corporation, association or business entity. The Company is not a participant
in any joint venture, partnership or similar arrangement.

         3.4    CAPITALIZATION. The authorized capital stock of the Company
consists or will, upon the filing of the Certificate of Incorporation,
consist of 24,000,000 shares of Common Stock, of which 4,149,450 shares are
issued and outstanding as of the date of this Agreement, 624,000 shares of
Series A Preferred Stock (the "SERIES A PREFERRED"), all of which are issued
and outstanding as of the date of this Agreement and 4,532,174 shares of
Series B Preferred, none of which are issued and outstanding prior to the
Initial Closing. The outstanding shares have been duly authorized and validly
issued in compliance with applicable laws, and are fully paid and
nonassessable. The Company has reserved (a) 4,532,174 shares of Series B
Preferred for issuance hereunder, (b) 4,532,174 shares of Common Stock for
issuance upon conversion of the Series B Preferred, and (c) 935,550 shares of
its Common Stock for issuance to employees, consultants or directors pursuant
to its 1999 Stock Option Plan, of which options to purchase 65,000 shares of
Common Stock are


                                       -2-
<PAGE>

currently issued. The Common Stock, the Series A Preferred and the Series B
Preferred shall have the rights, preferences, privileges and restrictions set
forth in the Certificate of Incorporation. Except as set forth in the
Schedule of Exceptions, there are no options, warrants or other rights to
purchase any of the Company's authorized and unissued capital stock. Except
as set forth in the Schedule of Exceptions, no stock plan, stock purchase,
stock option or other agreement or understanding between the Company and any
holder of any equity securities or rights to purchase equity securities
provides for acceleration or other changes in the vesting provisions or other
terms of such agreement or understanding as the result of any merger,
consolidated sale of stock or assets, change in control or any other
transaction(s) by the Company.

         3.5    AUTHORIZATION. All corporate action on the part of the
Company and its directors necessary for the authorization, execution,
delivery and performance of the Agreements by the Company, the authorization,
sale, issuance and delivery of the Shares, the Common Stock issuable upon
conversion of the Shares, and the performance of all of the Company's
obligations under the Agreements has been taken or will be taken prior to the
Closing. The Agreements, when executed and delivered by the Company, shall
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to laws of general application relating
to bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable
remedies, except that the indemnification provisions of Section 1.10 of the
Rights Agreement may be further limited by principles of public policy. The
Shares, when issued in compliance with the provisions of this Agreement, will
be validly issued, will be fully paid and nonassessable, and will have the
rights, preferences and privileges described in the Certificate of
Incorporation; the Common Stock issuable upon conversion of the Shares has
been duly and validly reserved and, when issued in compliance with the
provisions of this Agreement and the Certificate of Incorporation will be
validly issued, and will be fully paid and nonassessable; and the Shares and
the Common Stock issued upon conversion of the Shares will be free of any
liens or encumbrances, other than any liens or encumbrances created by or
imposed upon the Purchaser; PROVIDED, HOWEVER, that the Shares, and the
Common Stock issuable upon conversion of the Shares, are subject to
restrictions on transfer under state and/or federal securities laws as set
forth herein and in the Rights Agreement. The sale of the Shares and the
Common Stock issuable upon conversion of the Shares are not subject to any
preemptive rights or rights of first refusal.

         3.6    FINANCIAL STATEMENTS. The Company has delivered to each
Investor the audited financial statements (balance sheet and profit and loss
statement, statement of stockholders' equity and statement of cash flows,
including notes thereto) of Extranet Solutions, LLC, a Delaware limited
liability company, ("OLD PARTICIPATE") for the fiscal year then ended
December 31, 1998, and its unaudited financial statements (balance sheet,
profit and loss statement and statement of Cash Flows) as at and for the
six-month period ended June 30, 1999 (the "FINANCIAL STATEMENTS"). The
Financial Statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the periods
indicated and with each other, except that unaudited Financial Statements may
not contain all footnotes required by generally accepted accounting
principles. The Financial Statements fairly present the financial condition
and operating results of Old Participate as of the dates, and for the
periods, indicated therein, subject in the case of unaudited Financial
Statements, to normal year-end audit adjustments. Except as set forth in the


                                       -3-
<PAGE>

Financial Statements, neither the Company nor Old Participate has any
material liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to December 31, 1998
and (ii) obligations under contracts and commitments incurred in the ordinary
course of business and not required under generally accepted accounting
principles to be reflected in the Financial Statements, which, in both cases,
individually or in the aggregate, are not material to the financial condition
or operating results of the Company or Old Participate. Except as disclosed
in the Financial Statements, the Company is not a guarantor or indemnitor of
any indebtedness of any other person, firm or corporation. The Company
maintains and will continue to maintain a standard system of accounting
established and administered in accordance with generally accepted accounting
principles.

         3.7    MATERIAL OBLIGATIONS. The Company has no material liabilities
or obligations, absolute or contingent (individually or in the aggregate),
except (a) liabilities and obligations which have been incurred in the
ordinary course of business which have not been, either in any case or in the
aggregate, material and (b) liabilities and obligations under a lease for its
principal offices.

         3.8    CHANGES. To the best of the Company's knowledge, since June
30, 1999, there has not been:

                (a)    Any change in the assets, liabilities, financial
condition or operations of Old Participate or the Company from that reflected
in the Financial Statements, other than changes in the ordinary course of
business, none of which individually or in the aggregate has had or is
expected to have a material adverse effect on such assets, liabilities,
financial condition, operations or prospects of Old Participate or the
Company;

                (b)    Any resignation or termination of employment any
officer or key employee of Old Participate or the Company; and the Company,
to the best of its knowledge, does not know of the impending resignation or
termination of employment of any such officer or key employee;

                (c)    Any material change, except in the ordinary course of
business, in the contingent obligations of Old Participate or the Company by
way of guaranty, endorsement, indemnity, warranty or otherwise;

                (d)    Any damage, destruction or loss, whether or not
covered by insurance, materially and adversely affecting the properties,
business, prospects or financial condition of Old Participate or the Company
(as such business is presently conducted and as it is presently proposed to
be conducted;

                (e)    Any waiver by Old Participate or the Company of a
valuable right or of a material debt owed to it;

                (f)    Any direct or indirect loans made by Old Participate
or the Company to any stockholder, member, employee, officer or director of
Old Participate or the Company, other than advances made in the ordinary
course of business;


                                       -4-
<PAGE>

                (g)   Any material change in any compensation arrangement or
agreement with any employee, officer, member or stockholder or Old
Participate or the Company;

                (h)   Any declaration or payment of any dividend or other
distribution of the assets of Old Participate or the Company;

                (i)   Any labor organization activity;

                (j)   Any debt, obligation or liability incurred, assumed or
guaranteed by Old Participate or the Company, except those for immaterial
amounts and for current liabilities incurred in the ordinary course of
business;

                (k)   Any sale, assignment or transfer of any patents,
trademarks, copyrights, trade secrets or other intangible assets by Old
Participate or the Company;

                (l)   Any change in any material agreement to which Old
Participate or the Company is a party or by which it is bound which
materially and adversely affects the business, assets, liabilities, financial
condition, operations or prospects of Old Participate the Company;

                (m)   Any other event or condition of any character that,
either individually or cumulatively, has materially and adversely affected
the business, assets, liabilities, financial condition, operations or
prospects of Old Participate or the Company; or

                (n)   Any arrangement or commitment by Old Participate or the
Company to do any of the acts described in this Section 3.8.

         3.9    MATERIAL CONTRACTS AND COMMITMENTS. To the Company's
knowledge, all of the material contracts, agreements and instruments to which
the Company is a party are valid, binding and in full force and effect in all
material respects, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies. Except
for agreements explicitly contemplated hereby and agreements between the
Company and its employees with respect to the sale of the Common Stock, there
are no agreements, understanding or proposed transactions between the Company
and any of its officers, directors, affiliates or any affiliate thereof.
There are no agreements, understandings, instruments, contracts, proposed
transactions, judgments, orders, writs or decrees to which Old Participate or
the Company is a party or to its knowledge by which it is bound which may
involve (i) obligations (contingent or otherwise) of, or payments to, Old
Participate or the Company in excess of $50,000 (other than obligations of,
or payments to, Old Participate or the Company arising from purchase or sale
agreements entered into in the ordinary course of business), (ii) the
transfer or license of any patent, copyright, trade secret or other
proprietary right to or from Old Participate or the Company (other than
licenses arising from the purchase of "off the shelf" or other standard
products), (iii) provisions restricting the development, manufacture or
distribution of Old Participate's or the Company's products or services, or
(iv) indemnification by Old Participate or the Company with respect to
infringements of proprietary rights (other than indemnification obligations
arising from purchase, sale or license agreements entered into in the
ordinary course of business).


                                       -5-
<PAGE>

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

         3.10     INTELLECTUAL PROPERTY, TRADEMARKS, ETC. To the best of its
knowledge (but without having conducted any special investigation or patent
search), the Company has the right to use, free and clear of all liens,
charges, claims and restrictions, all intellectual property, patents,
trademarks, service marks, trade names, copyrights, licenses and rights
necessary to the business of the Company as presently conducted. There are no
outstanding options, licenses or agreements of any kind relating to the
foregoing, nor is the Company bound by or a party to any options, licenses or
agreements of any kind with respect to the patents, trademarks, service
marks, trade names, copyrights, trade secrets, licenses, information and
other proprietary rights and processes of any other person or entity other
than such licenses or agreements arising from the purchase of "off the shelf"
or standard products. Neither Old Participate nor the Company has received
any communications alleging that Old Participate or the Company has violated
or, by conducting its business as presently proposed, would violate any of
the patents, trademarks, service marks, trade -names, copyrights or trade
secrets or other proprietary rights of any other person or entity nor is
aware of any such violation. The Company does not believe it is or will be
necessary to utilize any inventions, trade secrets or proprietary information
of any of its employees made prior to their employment by the Company, except
for inventions, trade secrets or proprietary information that have been
assigned to the Company.

         3.11    TITLE TO PROPERTIES AND ASSETS; LIENS, ETC. The Company has
good and marketable title to its properties and assets, and has good title to
all its leasehold interests, in each case subject to no mortgage, pledge,
lien, lease, encumbrance or charge, other than (a) the lien of current taxes
not yet due and payable and (b) possible minor liens and encumbrances which
do not in any case materially detract from the value of the property subject
thereto or materially impair the operations of the Company, and which have
not arisen otherwise than in the ordinary course of business. The Company is
in compliance with all material terms of each lease to which it is a party or
is otherwise bound.

         3.12    COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The
Company is not in violation of any term of its Certificate of Incorporation ,
Amended and Restated Limited Liability Company Agreement or Bylaws or in any
material respect of any term or provision of any material mortgage,
indebtedness, indenture, contract, agreement, instrument, judgment or decree,
and to the Company's knowledge, the Company is not in violation of any order,
statute, rule or regulation applicable to the Company. The execution,
delivery and performance of and compliance with the Agreements, and the
issuance of the Shares and the Common Stock issuable upon conversion of the
Shares, have not resulted and will not result in any material violation of,
or conflict with, or constitute a material default under, the Company's
Certificate of Incorporation or Bylaws or any of its agreements, nor result
in the creation of, any mortgage, pledge, lien, encumbrance or charge upon
any of the properties or assets of the Company.


                                       -6-
<PAGE>

         3.13    LITIGATION, ETC. There are no actions, suits, proceedings or
investigations pending against the Company or its properties before any court
or governmental agency (nor, to the Company's knowledge, is there any threat
thereof). The Company is not a party or subject to the provisions of any
order, writ, injunction, judgment or decree of any court or government agency
or instrumentality. There is no action, suit, proceeding or investigation by
the Company currently pending or which the Company intends to initiate.

         3.14    REGISTRATION RIGHTS. Except as provided in the Rights
Agreement, the Company is not under any contractual obligation to register
any of its presently outstanding securities or any of its securities which
may hereafter be issued.

         3.15    GOVERNMENTAL CONSENT, ETC. No consent, approval or
authorization of or designation, declaration or filing with any governmental
authority on the part of the Company is required in connection with the valid
execution and delivery of the Agreements or the offer, sale or issuance of
the Shares, and the Common Stock issuable upon conversion of the Shares, or
the consummation of any other transaction contemplated hereby or thereby,
except (a) filing of the Certificate of Incorporation in the office of the
Delaware Secretary of State, and (b) qualification (or taking such action as
may be necessary to secure an exemption from qualification, if available) of
the offer and sale of the Shares, and the Common Stock issuable upon
conversion of the Shares, under applicable state Blue Sky laws, which filings
and qualifications, if required, will be accomplished in a timely manner.

         3.16    OFFERING. Subject to the accuracy of the each Purchaser's
representations in Section 4 hereof, the offer, sale and issuance of the
Shares to be issued in conformity with the terms of this Agreement, and the
issuance of the Common Stock to be issued upon conversion of the Shares,
constitute transactions exempt from the registration requirements of Section
5 of the Securities Act of 1933, as amended (the "SECURITIES ACT").

         3.17    BROKERS OR FINDERS. The Company has not engaged any brokers,
finders or agents, and the Purchasers have not incurred, and will not incur,
directly or indirectly, as a result of any action taken by the Company, any
liability for brokerage or finders' fees or agents' commissions or any
similar charges in connection with the Agreements. In the event that the
preceding sentence is in any way inaccurate, the Company hereby agrees to
indemnify and hold harmless each Purchaser from any liability for any
commission or compensation in the nature of a finder's fee (and the costs and
expenses of defending against such liability or asserted liability) for which
such Purchaser or any of its officers, partners, employees or representatives
is responsible.

         3.18    EMPLOYEES. The Company has no collective bargaining
agreements with any of its employees. There is no labor union organizing
activity pending or, to the Company's knowledge, threatened with respect to
the Company. Except as set forth in the Schedule of Exceptions, the Company
is not a party to or bound by any currently effective employment contract,
deferred compensation arrangement, bonus plan, incentive plan, profit sharing
plan, retirement agreement or other employee compensation plan or agreement.
To the Company's knowledge, no employee of the Company, nor any consultant
with whom the Company has contracted, is in violation of any term of any
employment contract, proprietary information agreement or any other agreement
relating to the


                                       -7-
<PAGE>

right of any such individual to be employed by, or to contract with, the
Company because of the nature of the business to be conducted by the Company;
and to the Company's knowledge the continued employment by the Company of its
present employees, and the performance of the Company's contracts with its
independent contractors, will not result in any such violation. Neither Old
Participate nor the Company has received any notice alleging that any such
violation has occurred. No employee of the Company has been granted the right
to continued employment by the Company or to any material compensation
following termination of employment with the Company. The Company is not
aware that any officer or key employee, or that any group of key employees,
intends to terminate his, her or their employment with the Company, nor does
the Company have a present intention to terminate the employment of any
officer, key employee or group of key employees.

         3.19    PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. Each
current and former employee, officer and consultant of Old Participate and
the Company has executed a Proprietary Information and Inventions Agreement
in the form previously provided to the Purchasers' special counsel. No
current or former employee, officer or consultant of Old Participate or the
Company has excluded works or inventions made prior to his or her employment
with Old Participate or the Company from his or her assignment of inventions
pursuant to such employee, officer or consultant's Proprietary Information
and Inventions Agreement.

         3.20    COMPLIANCE WITH LAWS; PERMITS. To the Company's knowledge,
neither Old Participate nor the Company is in violation of any applicable
statute, rule, regulation, order or restriction of any domestic or foreign
government or any instrumentality or agency thereof in respect of the conduct
of its business or the ownership of its properties which violation would
materially and adversely affect the business, assets, liabilities, financial
condition, operations or prospects of the Company. The Company has all
franchises, permits, licenses and any similar authority necessary for the
conduct of its business as now being conducted by it, the lack of which could
materially and adversely affect the business, properties, prospects or
financial condition of the Company, and believes it can obtain, without undue
burden or expense, any similar authority for the conduct of its business as
planned to be conducted.

         3.21    ENVIRONMENTAL AND SAFETY LAWS. To the best of its knowledge,
the Company is not in violation of any applicable statute, law, or regulation
relating to the environment or occupational health and safety, and to the
best of its knowledge, no material expenditures are or will be required in
order to comply with any such existing statute, law or regulation.

         3.22    OBLIGATIONS TO RELATED PARTIES. There are no obligations of
the Company to officers, directors, stockholders, members or employees of the
Company or Old Participate other than (a) for payment of salary for services
rendered, (b) reimbursement for reasonable expenses incurred on behalf of the
Company or Old Participate and (c) for other standard employee benefits made
generally available to all employees (including stock option agreements
outstanding under any stock option plan approved by the Board of Directors of
the Company). To the best of the Company's knowledge, no officer, director or
stockholder, member or any member of their immediate families, is, directly
or indirectly, interested in any material contract with Old Participate


                                       -8-

<PAGE>

or the Company (other than such contracts as relate to any such person's
ownership of capital stock or other securities of the Company). Neither the
Company nor Old Participate is a guarantor or indemnitor of any indebtedness
of any other person, firm or corporation.

         3.23 TAX RETURNS AND PAYMENTS. Old Participate and the Company have
timely filed all tax returns (federal, state and local) required to be filed by
them. All taxes shown to be due and payable on such returns, any assessments
imposed, and to the Company's knowledge, all other taxes due and payable by Old
Participate or the Company on or before the Closing, have been paid, or will be
paid, prior to the time they become delinquent. Neither Old Participate nor the
Company have been advised (a) that any of their returns, federal, state or
other, have been or are being audited as of the date hereof or (b) of any
deficiency in assessment or proposed judgment to its federal, state or other
taxes. The Company has no knowledge of any liability of any tax to be imposed
upon its properties or assets as of the date of this Agreement that is not
adequately provided for.

         3.24 QUALIFIED SMALL BUSINESS. To the Company's knowledge, the Company
is a "qualified small business" within the meaning of Section 1202(d) of the
Internal Revenue Code of 1986, as amended (the "Code"), as of the date hereof
and the Shares should qualify as "qualified small business stock" as defined in
Section 1202(c) of the Code as of the date hereof. The Company further
represents and warrants that, as of the date hereof, it meets the "active
business requirement" of Section 1202(e) of the Code, and it has made no
"significant redemptions" within the meaning of Section 1202(c)(3)(B) of the
Code.

         3.25 MINUTE BOOKS. The minute books of Old Participate and the Company
made available to the Purchasers contain a complete summary of all actions and
meetings of directors and stockholders since the time of incorporation.

         3.26 INSURANCE. The Company has fire and casualty insurance policies
with coverage customary for companies similarly situated to the Company.

         3.27 CONSOLIDATION OF OLD PARTICIPATE. The Company and Old Participate
have agreed to the roll-up of Old Participate into the Company and the
dissolution of Old Participate (the "Roll-Up") and the Roll-Up has been
consummated. The documents and agreements entered into by the Company and Old
Participate in connection with the Roll-Up (the "Roll-Up Agreements") are in
substantially the same form as have been provided to the Purchasers prior to the
Closing. Pursuant to the Roll-Up, the Company has acquired good and marketable
title to all properties, assets and leasehold estates purported to be
transferred pursuant to the Roll-Up Documents and the Roll-Up Documents are
valid and binding obligations of the parties thereto, enforceable in accordance
with their terms.

                                    SECTION 4

                REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

         Each Purchaser hereby severally represents and warrants to the Company
with respect to the purchase of Shares by such Purchaser, and with respect only
to such Purchaser, as follows:

                                    - 9 -
<PAGE>

         4.1 EXPERIENCE; SPECULATIVE NATURE OF INVESTMENT. The Purchaser has
substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to the Company so that it is
capable of evaluating the merits and risks of its investment in the Company and
has the capacity to protect its own interests. The Purchaser acknowledges that
its investment in the Company is highly speculative and entails a substantial
degree of risk and the Purchaser is in a position to lose the entire amount of
such investment.

         4.2 INVESTMENT. The Purchaser is acquiring the Shares and the
underlying Common Stock for investment for its own account, not as a nominee or
agent, and not with the view to, or for resale in connection with, any
distribution thereof. The Purchaser understands that the Series B Preferred to
be purchased hereby and the underlying Common Stock have not been, and will not
be, registered under the Securities Act by reason of a specific exemption from
the registration provisions of the Securities Act, the availability of which
depends upon, among other things, the bona fide nature of the investment intent
and the accuracy of the Purchaser's representations as expressed herein. The
Purchaser is an "accredited investor" within the meaning of Regulation D, Rule
501(a), promulgated by the Securities and Exchange Commission.

         4.3 RULE 144. The Purchaser acknowledges that the Shares and the
underlying Common Stock must be held indefinitely unless subsequently registered
under the Securities Act or unless an exemption from such registration is
available. The Purchaser is aware of the provisions of Rule 144 promulgated
under the Securities Act which permit limited resale of shares purchased in a
private placement subject to the satisfaction of certain conditions, including,
among other things, the existence of a public market for the shares, the
availability of certain current public information about the Company, the resale
occurring not less than one year after a party has purchased and paid for the
security to be sold, the sale being effected through a "broker's transaction" or
in transactions directly with a "market maker" and the number of shares being
sold during any three-month period not exceeding specified limitations.

         4.4 NO PUBLIC MARKET. The Purchaser understands that no public market
now exists for any of the securities issued by the Company and that the Company
has made no assurances that a public market will ever exist for the Company's
securities.

         4.5 ACCESS TO DATA. The Purchaser has had an opportunity to discuss the
Company's business, management and financial affairs with its management. The
Purchaser has also had an opportunity to ask questions of officers of the
Company, which questions were answered to its satisfaction. The Purchaser
understands that such discussions, as well as any written information issued by
the Company, were intended to describe certain aspects of the Company's business
and prospects but were not a thorough or exhaustive description.

         4.6 AUTHORIZATION. The Agreements, when executed and delivered by the
Purchaser, will constitute valid and legally binding obligations of the
Purchaser, enforceable in accordance with their terms, except as the
indemnification provisions of Section 1.10 of the Rights Agreement may be
limited by principles of public policy, and subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or other
equitable remedies.

                                    - 10 -
<PAGE>

         4.7 BROKERS OR FINDERS. The Purchaser has not engaged any brokers,
finders or agents, and the Company has not, and will not, incur, directly or
indirectly, as a result of any action taken by the Purchaser, any liability for
brokerage or finders' fees or agents' commissions or any similar charges in
connection with the Agreements. In the event that the preceding sentence is in
any way inaccurate, such Purchaser agrees to indemnify and hold harmless the
Company and each other Purchaser from any liability for any commission or
compensation in the nature of a finder's fee (and the costs and expenses of
defending against such liability) for which the Company, any other Purchaser, or
any of their officers, directors, employees or representatives, is responsible.

         4.8 TAX LIABILITY. The Purchaser has reviewed with its own tax advisors
the federal, state, local and foreign tax consequences of this investment and
the transactions contemplated by the Agreements. With respect to such matters,
the Purchaser relies solely on such advisors and not on any statements or
representations of the Company or any of its agents other than the
representations and warranties set forth herein. The Purchaser understands that
it (and not the Company) shall be responsible for its own tax liability that may
arise as a result of this investment or the transactions contemplated by the
Agreements.

                                    SECTION 5

                 CONDITIONS TO PURCHASERS' OBLIGATIONS TO CLOSE

         The Purchasers' obligations to purchase the Shares at each Closing are,
unless waived by the Purchasers, subject to the fulfillment on or before the
Closing of each of the following conditions:

         5.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties made by the Company in Section 3 hereof shall be true and correct in
all material respects as of the Closing Date.

         5.2 COVENANTS. All covenants, agreements and conditions contained in
the Agreements to be performed by the Company on or prior to the Closing shall
have been performed or complied with in all material respects.

         5.3 BLUE SKY. The Company shall have obtained all necessary Blue Sky
law permits and qualifications, or have the availability of exemptions
therefrom, required by any state for the offer and sale of the Shares, and the
Common Stock issuable upon conversion of the Shares.

         5.4 CERTIFICATE OF INCORPORATION. The Certificate of Incorporation
shall have been duly authorized, executed and filed with the Secretary of State
of the State of Delaware.

         5.5 RIGHTS AGREEMENT. The Company and the Purchasers shall have
executed and delivered the Rights Agreement.

         5.6 COMPLIANCE CERTIFICATE. The President of the Company shall have
executed a Compliance Certificate, in the form of EXHIBIT D hereto, certifying
the satisfaction of the conditions to closing listed in Sections 5.1 and 5.2
hereof.

                                     - 11 -
<PAGE>

         5.7 BOARD OF DIRECTORS. The directors of the Company shall be Alan K.
Warms, Steve Bowsher, Mark DeNino, Jim Collis, and two (2) outside directors to
be nominated by Alan K. Warms.

         5.8 OPINION OF COMPANY COUNSEL. Each Purchaser shall have received from
Wilson Sonsini Goodrich & Rosati, counsel for the Company, an opinion, dated as
of the Closing, in the form attached hereto as EXHIBIT E.

         5.9 VESTING AGREEMENT WITH ALAN K. WARMS. The Company and Alan K. Warms
shall have executed and delivered a Founder Stock Vesting Agreement in the form
attached hereto as EXHIBIT F.

         5.10 MANAGEMENT RIGHTS LETTER. The Company shall have executed and
delivered a Management Rights Letter in substantially the form set forth as
EXHIBIT G to each Purchaser that has requested such letter.

                                    SECTION 6

                  CONDITIONS TO COMPANY'S OBLIGATIONS TO CLOSE

         The Company's obligation to sell and issue the Shares at each Closing
is, unless waived by the Company, subject to the fulfillment of the following
conditions:

         6.1 REPRESENTATIONS. The representations and warranties made by each
Purchaser in Section 4 hereof shall be true and correct as of the Closing Date.

         6.2 COVENANTS. All covenants, agreements and conditions contained in
the Agreements to be performed by the Purchasers on or prior to the Closing Date
shall have been performed or complied with in all material respects.

         6.3 BLUE SKY. The Company shall have obtained all necessary Blue Sky
law permits and qualifications, or have the availability of exemptions
therefrom, required by any state for the offer and sale of the Shares, and the
Common Stock issuable upon conversion of the Shares.

         6.4 CERTIFICATE OF INCORPORATION. The Certificate of Incorporation
shall have been duly authorized, executed and filed with the Secretary of State
of the State of Delaware.

         6.5 RIGHTS AGREEMENT. The Company and the Purchasers shall have
executed and delivered the Rights Agreement.

                                     - 12 -
<PAGE>

                                    SECTION 7
                                  MISCELLANEOUS

         7.1 GOVERNING LAW. This Agreement shall be governed in all respects by
the internal laws of the State of Delaware.

         7.2 SURVIVAL. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by the Purchasers and the
closing of the transactions contemplated hereby.

         7.3 EXPENSES. If the Initial Closing is effected, the Company shall
reimburse the reasonable fees of Cooley Godward LLP, special counsel for the
Purchasers, not to exceed $20,000, and shall, upon receipt of a bill therefor,
reimburse the reasonable out of pocket expenses for such counsel. If any action
at law or in equity is necessary to enforce or interpret the terms of the
Agreements, the prevailing party shall be entitled to reasonable attorney's
fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.

         7.4 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto;
PROVIDED, HOWEVER, that the rights of the Purchasers to purchase the Shares
shall not be assignable without the consent of the Company.

         7.5 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other documents
delivered pursuant hereto at each Closing constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof, and no party shall be liable or bound to any other party in
any manner by any warranties, representations or covenants except as
specifically set forth herein or therein. Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought;
PROVIDED, HOWEVER, that Purchasers holding a majority of the Common Stock issued
or issuable upon conversion of the outstanding Shares may, with the Company's
prior written consent, waive, modify, or amend on behalf of all Purchasers, any
provision hereof.

         7.6 NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
addressed (a) if to a Purchaser, at such Purchaser's address, as shown on the
Schedule of Purchasers, or at such other address as such Purchaser shall have
furnished to the Company in writing or (b) if to any other holder of any Shares,
at such address as such holder shall have furnished the Company in writing, or,
until any such holder so furnishes an address to the Company, then to and at the
address of the last holder of such Shares who has so furnished an address to the
Company, or (c) if to the Company, one copy should be sent to its address set
forth on the cover page of this Agreement and addressed to the attention of the
President, or at such other address as the Company shall have furnished to the
Purchasers.

                                     - 13 -
<PAGE>

                  Each such notice or other communication shall for all purposes
of this Agreement be treated as effective or having been given when delivered if
delivered personally, or, if sent by mail, at the earlier of its receipt or 72
hours after the same has been deposited in a regularly maintained receptacle for
the deposit of the United States mail, addressed and mailed as aforesaid.

         7.7 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to any party to this
Agreement upon any breach or default of any other party under this Agreement,
shall impair any such right, power or remedy of such non-defaulting party nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any party of any provisions or conditions of this agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement or by law or otherwise
afforded to any party to this Agreement, shall be cumulative and not
alternative.

         7.8 CALIFORNIA CORPORATE SECURITIES LAW. THE SALE OF THE SECURITIES
WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR
PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA
CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO
EXEMPT.

         7.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.

         7.10 SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; PROVIDED THAT no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.

         7.11 EXCULPATION AMONG PURCHASERS. Each Purchaser acknowledges that it
is not relying upon any person, firm, or corporation, other than the Company and
its officers and directors, in making its investment or decision to invest in
the Company. Each Purchaser agrees that no Purchaser nor the respective
controlling persons, officers, directors, partners, agents, or employees of any
Purchaser shall be liable to any other Purchaser for any action heretofore or
hereafter taken or omitted to be taken by any of them in connection with the
Shares and Common Stock issuable upon conversion of the Shares.

                                     - 14 -
<PAGE>

         7.12 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not considered in construing or
interpreting this Agreement.



            (THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK.)


                                     - 15 -
<PAGE>

         The foregoing Agreement is hereby executed as of the date first above
written.


                                  "COMPANY"

                                  PARTICIPATE.COM, INC.
                                  a Delaware corporation


                                  By:
                                     -------------------------------------------
                                       Alan K. Warms
                                       President


                                  "PURCHASER"

                                  InterWest Partners VII, L.P.


                                  By:
                                     -------------------------------------------
                                  Name:
                                       -----------------------------------------
                                  Title:
                                        ----------------------------------------


                                  InterWest Investors VII, L.P.


                                  By:
                                     -------------------------------------------
                                  Name:
                                       -----------------------------------------
                                  Title:
                                        ----------------------------------------



                                  TL Ventures IV, L.P.


                                  By:
                                     -------------------------------------------
                                  Name:
                                       -----------------------------------------
                                  Title:
                                        ----------------------------------------


         (SIGNATURE PAGE TO SERIES B PREFERRED STOCK PURCHASE AGREEMENT)

<PAGE>

                                  TL Ventures IV Interfund L.P.


                                  By:
                                     -------------------------------------------
                                  Name:
                                       -----------------------------------------
                                  Title:
                                        ----------------------------------------


                                  CEA Capital Partners USA, L.P.
                                  By:  CEA Management Corp.,
                                      its authorized representative


                                  By:
                                     -------------------------------------------
                                  Name:
                                       -----------------------------------------
                                  Title:
                                        ----------------------------------------



                                  CEA Capital Partners USAW CI, L.P.
                                  By:  CEA Management Corp.,
                                     its authorized representative


                                  By:
                                     -------------------------------------------
                                  Name:
                                       -----------------------------------------
                                  Title:
                                        ----------------------------------------




         (SIGNATURE PAGE TO SERIES B PREFERRED STOCK PURCHASE AGREEMENT)


<PAGE>


                                    EXHIBIT A

                             SCHEDULE OF PURCHASERS

<TABLE>
<CAPTION>

                                                                  NO. OF SERIES B
                                                                  ---------------
         INVESTOR                                                      SHARES                 PURCHASE PRICE
         --------                                                      ------                 ---------------

<S>                                                               <C>                         <C>
         InterWest Partners VII, L.P.                                 1,621,437               $ 4,783,239.00
         InterWest Investors VII, LP                                     73,563                 $ 217,011.00
         c/o InterWest Partners
         3000 Sand Hill Road #3-255
         Menlo Park, CA 94025

         TL Ventures IV L.P.                                          1,155,954               $ 3,410,064.00
         TL Ventures IV Interfund L.P.                                   30,546                  $ 90,111.00
         c/o TL Ventures IV LLC
         700 Building
         435 Devon Park Drive
         Wayne, PA  19087

         CEA Capital Partners USA, L.P.                                 906,842               $ 2,675,183.90
         CEA Capital Partners USA CI, L.P.                              279,658                 $ 824,991.10
         c/o CEA Management Corp.
         17 State Street, 35th Floor
         New York, NY  10004

         Previous Investors                                             464,174               $ 1,369,313.00

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

         TOTALS:                                                      4,532,174               $13,369,913.00
</TABLE>


                                      A-1
<PAGE>

                                    EXHIBIT B

                                     FORM OF
                          CERTIFICATE OF INCORPORATION




                                      B-1
<PAGE>

                                    EXHIBIT C

                      FORM OF STOCKHOLDER RIGHTS AGREEMENT




                                      C-1
<PAGE>

                                    EXHIBIT D

                         FORM OF COMPLIANCE CERTIFICATE

         Pursuant to Section 5.6 of that certain Series B Preferred Stock
Purchase Agreement dated September ___, 1999 among Participate.com, Inc., a
Delaware corporation (the "COMPANY"), and the Purchaser listed therein (the
"AGREEMENT"), the undersigned, Alan K. Warms, does hereby certify on behalf of
the Company as follows:

         1. He is the duly elected President of the Company;

         2. The Company has fulfilled all of the conditions specified in
Sections 5.1 and 5.2 of the Agreement; and,

         3. Except as set forth in the Schedule of Exceptions to Representations
and Warranties attached to the Agreement as Exhibit B, the representations and
warranties of the Company set forth in Section 3 of the Agreement are true and
correct as of the date hereof.

         IN WITNESS WHEREOF, the undersigned has executed this certificate this
___ day of September, 1999.


                                      ------------------------------------------
                                      Alan K. Warms
                                      President


                                      D-1
<PAGE>

                                    EXHIBIT E

                       FORM OF OPINION OF COMPANY COUNSEL



                                      E-1
<PAGE>

                                    EXHIBIT F

                     FORM OF FOUNDER STOCK VESTING AGREEMENT



                                      F-1
<PAGE>

                                    EXHIBIT G

                        FORM OF MANAGEMENT RIGHTS LETTER

                              [Company Letterhead]

____________, 1999

InterWest Partners VII, L.P.
3000 Sand Hill Road
Building 3, Suite 255
Menlo Park, California 94025

Re:      Management Rights

Dear Sirs:

You have informed us that pursuant to regulations promulgated by the U.S.
Department of Labor, you are required to receive "management rights" in
connection with portfolio investments that you make. This letter will confirm
our agreement that pursuant to the purchase of Series B Preferred Stock of
Participate.com, Inc. (the "Company") by InterWest Partners VII, L.P.
("Investor"), Investor will be entitled to the following contractual management
rights, in addition to rights to nonpublic financial information, inspection
rights, and other rights specifically provided to all investors in the current
financing:

         (1) Investor shall be entitled to consult with and advise management of
the Company on significant business issues, including management's proposed
annual operating plans, and management will meet with Investor regularly during
each year at the Company's facilities at mutually agreeable times for such
consultation and advice and to review progress in achieving said plans;

         (2) Investor may examine the books and records of the Company and
inspect its facilities and may request information at reasonable times and
intervals concerning the general status of the Company's financial condition and
operations, provided that access to highly confidential proprietary information
and facilities need not be provided; and

         (3) If Investor is not represented on this Company's Board of
Directors, the Company shall invite a representative of Investor to attend all
meetings of its Board of Directors in a nonvoting observer capacity and, in this
respect, shall give such representative copies of all notices, minutes,
consents, and other material that it provides to its directors; provided,
however, that the Company reserves the right to exclude such representative from
access to any material or meeting or portion thereof if the Company believes
upon advice of counsel that such exclusion is reasonably necessary to preserve
the attorney-client privilege, to protect highly confidential proprietary
information or for other similar reasons. Such representative may participate in
discussions of matters brought to the Board of Directors.


                                      G-1
<PAGE>

Investor agrees, and any representative of Investor will agree, to hold in
confidence and trust and not use or disclose any confidential information
provided to or learned by it in connection with its rights under this letter.

The rights described herein shall terminate and be of no further force or effect
(i) upon the consummation of the sale of the Company's securities pursuant to a
registration statement filed by the Company under the Securities Act of 1933, as
amended in connection with the firm commitment underwritten offering of its
securities to the general public, or (ii) at such time as the Investor and any
affiliates hold less than ten percent (10%) of the outstanding Series B
Preferred Stock of the Company. The confidentiality provision hereof will
survive any such termination.

Very truly yours,

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





By:
   --------------------------------------------------
      [name]
      [title]


                                      G-2