COMMON STOCK PURCHASE AGREEMENT

                            DATED AS OF JUNE 7, 2000

                                      AMONG

                             OBJECTSOFT CORPORATION

                                       AND

                       THE PURCHASERS LISTED ON EXHIBIT A


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                                TABLE OF CONTENTS

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                                                                                                                PAGE
                                                                                                                ----
ARTICLE I Purchase and Sale of Stock..............................................................................1

         Section 1.1       Purchase and Sale of Common Shares.....................................................1
         Section 1.2       The Common Shares......................................................................1
         Section 1.3       Purchase Prices, Execution and Closing.................................................1
         Section 1.4       Escrow.................................................................................2

ARTICLE II Representations and Warranties.........................................................................2

         Section 2.1       Representations and Warranties of the Company..........................................2
         Section 2.2       Representations and Warranties of the Purchasers......................................10

ARTICLE III Covenants 13

         Section 3.1       Securities Compliance.................................................................13
         Section 3.2       Registration and Listing..............................................................13
         Section 3.3       Inspection Rights.....................................................................--
         Section 3.4       Compliance with Laws..................................................................14
         Section 3.5       Keeping of Records and Books of Account...............................................14
         Section 3.6       Other Agreements......................................................................14
         Section 3.7       Transfer Agent Instructions...........................................................14

ARTICLE IV Conditions 15

         Section 4.1       Conditions Precedent to the Obligation of the Company to Sell the Common Shares at
                               Closing...........................................................................15
         Section 4.2       Conditions Precedent to the Obligation of the Purchasers to Purchase the Common Shares
                               at the Closing....................................................................16

ARTICLE V Registration Rights; Transfer Agreement; Voting........................................................17

         Section 5.1       Registration Rights...................................................................17
         Section 5.2       Transfer Restrictions.................................................................17

ARTICLE VI Stock Certificate Legend..............................................................................18

         Section 6.1       Legend................................................................................18

ARTICLE VII Termination..........................................................................................19

         Section 7.1       Termination by Mutual Consent.........................................................19
         Section 7.2       Other Termination.....................................................................19
         Section 7.3       Effect of Termination.................................................................19
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                           TABLE OF CONTENTS (CONT'D)
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                                                                                                                PAGE
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ARTICLE VIII Indemnification.....................................................................................20

         Section 8.1       General Indemnity.....................................................................20
         Section 8.2       Indemnification Procedure.............................................................20

ARTICLE IX Miscellaneous.........................................................................................21

         Section 9.1       Fees and Expenses.....................................................................21
         Section 9.2       Specific Enforcement, Consent to Jurisdiction.........................................21
         Section 9.3       Entire Agreement; Amendment...........................................................22
         Section 9.4       Notices...............................................................................22
         Section 9.5       Waivers...............................................................................23
         Section 9.6       Headings..............................................................................23
         Section 9.7       Successors and Assigns................................................................23
         Section 9.8       No Third Party Beneficiaries..........................................................23
         Section 9.9       Governing Law.........................................................................23
         Section 9.10      Survival..............................................................................24
         Section 9.11      Counterparts..........................................................................24
         Section 9.12      Publicity.............................................................................24
         Section 9.13      Severability..........................................................................24
         Section 9.14      Further Assurances....................................................................24
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                                      -ii-
<PAGE>

                         COMMON STOCK PURCHASE AGREEMENT

         This COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of
June 7, 2000, by and among ObjectSoft Corporation, a corporation organized under
the laws of the State of Delaware (the "Company") (NASDAQ: "OSFT"), and each of
the Purchasers whose names are set forth on Exhibit A hereto (individually, a
"Purchaser" and collectively, the "Purchasers").

                  WHEREAS, the parties desire that, upon the terms and subject
to the conditions contained herein, the Company shall issue and sell to the
Purchasers and the Purchasers shall purchase up to $1,000,000 of the Company's
common stock, $.0001 par value per share (the "Common Stock"); and

                  WHEREAS, such purchase and sale will be made in reliance upon
the provisions of Section 4(2) and Rule 506 of Regulation D ("Regulation D") of
the United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the "Securities Act"), or upon such other
exemption from the registration requirements of the Securities Act as may be
available with respect to any or all of the purchases of Common Stock to be made
hereunder.

         The parties hereto agree as follows:

                                   ARTICLE I

                           PURCHASE AND SALE OF STOCK

         Section 1.1  Purchase  and Sale of Common  Shares.  Upon the  following
terms and subject to the conditions  contained  herein,  the Company shall issue
and sell to the Purchasers,  and the Purchasers shall purchase from the Company,
an aggregate of 931,620 shares of Common Stock (the "Common Shares"), at a price
per share equal to $1.0734.  The  aggregate  price of the Common Shares shall be
$1,000,000.

         Section  1.2 The Common  Shares.  The Company  has  authorized  and has
reserved and  covenants to continue to reserve,  free of  preemptive  rights and
other similar  contractual  rights of stockholders,  a sufficient  number of its
authorized  but unissued  shares of its Common Stock,  to effect the issuance of
the Common Shares.

         Section 1.3 Purchase Prices, Execution and Closing. In consideration of
and in express reliance upon the representations,  warranties,  covenants, terms
and  conditions of this  Agreement,  the Company agrees to issue and sell to the
Purchasers and the Purchasers,  severally but not jointly, agree to purchase the
Common  Shares  set forth  opposite  their  respective  names on  Exhibit A. The
aggregate  purchase  price of the Common Shares being acquired by each Purchaser
is set  forth  opposite  such  Purchaser's  name on  Exhibit  A (for  each  such
Purchaser,  a "Purchase  Price",  and collectively  referred to as the "Purchase
Prices").  The  closing  of the  purchase  and sale of the  Common  Shares  (the
"Closing") to be acquired by the Purchasers from

<PAGE>

the Company  shall take place at the offices of Parker  Chapin LLP, The Chrysler
Building,  405 Lexington Avenue, New York, New York 10174 at 10:00 a.m., eastern
time,  on (i) the  date on which  the  last to be  fulfilled  or  waived  of the
conditions set forth in Article IV hereof and applicable to the Closing shall be
fulfilled or waived in accordance  herewith or (ii) such other time and place or
on such date as the  Purchasers  and the  Company  may agree upon (the  "Closing
Date").

         Section 1.4  Escrow.  On or before the  Closing  Date,  (a) the Company
shall execute and deliver to the escrow agent (the "Escrow Agent") identified in
the Escrow Agreement  attached hereto as Exhibit B (the "Escrow  Agreement") all
applicable agreements,  documents, instruments and writings required pursuant to
Section 4.2 herein (collectively,  the "Closing Documents"),  to be delivered by
the  Company,  including,  without  limitation,  certificates  for the number of
Common  Shares  set  forth  opposite  each  Purchaser's  name on  Exhibit  A, as
applicable,  registered in such  Purchaser's name and (b) each of the Purchasers
shall  pay by wire  transfer  of  immediately  available  funds  into  escrow in
accordance  with the  Escrow  Agreement  such  Purchaser's  Purchase  Price,  as
applicable,  and  execute  and deliver  all  applicable  agreements,  documents,
instruments  and writings  required  pursuant to Section 4.1, to be delivered by
such Purchaser. In regard to the Closing, the Escrow Agent shall give notice (by
telephone or other means) (an "Escrow Agent  Notice") to the parties hereto when
the Escrow Agent has received all of the Closing Documents and wire transfer the
funds  constituting the Purchase Prices and deliver the other Closing  Documents
to the Company pursuant to the terms of the Escrow Agreement. As soon thereafter
as is  practicable  on the Closing  Date,  the Escrow  Agent  shall  deliver the
Company's Closing Documents to the Purchasers, including applicable certificates
for the Common Shares.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         Section 2.1  Representations and Warranties of the Company. In order to
induce the  Purchasers  to enter into this  Agreement and to purchase the Common
Shares, the Company hereby,  makes the following  representations and warranties
to the Purchasers:

            (a)  Organization,  Good  Standing  and  Power.  The  Company  is  a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the State of  Delaware  and has the  requisite  corporate  power to own,
lease and operate its properties and assets and to conduct its business as it is
now  being  conducted  and to enter  into  this  Agreement  and to  perform  its
obligations  hereunder.  The  Company  does  not have  any  subsidiaries  or own
securities  of any kind in any other  entity,  except  as set forth in  Schedule
2.1(g)  hereto.  The Company and each  subsidiary is duly qualified as a foreign
corporation  to do business  and is in good  standing in every  jurisdiction  in
which the nature of the business  conducted  or property  owned by it makes such
qualification  necessary  except  for  any  jurisdiction(s)  (alone  or  in  the
aggregate)  in which the  failure  to be so  qualified  will not have a Material
Adverse Effect (as defined  hereinafter) on the Company's  financial  condition.
For the purposes of this Agreement,  "Material Adverse Effect" means any adverse
effect on the business, operations,  properties,  prospects, assets or financial
condition  of the  Company or its  subsidiaries  and which is  material  to such
entity or other  entities  controlling  or controlled by such entity or which is
likely to materially  hinder the

                                      -2-
<PAGE>

performance  by the  Company  of its  obligation  hereunder  and under the other
Transaction Documents (as defined in Section 2.1(b) hereof).

            (b)  Authorization;  Enforcement.  The  Company  has  the  requisite
corporate  power and  authority  to enter into and perform this  Agreement,  the
Escrow Agreement, the Registration Rights Agreement attached hereto as Exhibit C
(the  "Registration  Rights  Agreement") and the Transfer Agent Instructions (as
defined in Section 3.14 hereof) (collectively,  the "Transaction Documents") and
to issue and sell the Common  Shares in accordance  with the terms  hereof.  The
execution,  delivery and performance of the Transaction Documents by the Company
and the consummation by it of the transactions  contemplated  hereby and thereby
have been duly and validly authorized by all necessary  corporate action, and no
further  consent or  authorization  of the Company or its Board of  Directors or
stockholders is required. This Agreement has been duly executed and delivered by
the Company.  The Registration Rights Agreement will have been duly executed and
delivered by the Company on or before the Closing Date.  Each of the Transaction
Documents constitutes,  or shall constitute when executed and delivered, a valid
and  binding  obligation  of the  Company  enforceable  against  the  Company in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable  bankruptcy,  insolvency,  reorganization,  moratorium,  liquidation,
conservatorship,   receivership  or  similar  laws  relating  to,  or  affecting
generally  the  enforcement  of,  creditor's  rights  and  remedies  or by other
equitable principles of general application.

            (c) Capitalization.  The authorized capital stock of the Company and
the shares  thereof  issued and  outstanding as of May 31, 2000 are set forth on
Schedule 2.1(c) hereto.  All of the outstanding  shares of the Company's  Common
Stock  and any  other  security  of the  Company  have  been  duly  and  validly
authorized.  Except as set forth in this  Agreement or the  Registration  Rights
Agreement, as disclosed in the SEC Documents (as hereinafter defined)) or as set
forth on  Schedule  2.1(c)  hereto,  no  shares  of  Common  Stock or any  other
securities   issued  by  the  Company  are  entitled  to  preemptive  rights  or
registration  rights  and there are no  outstanding  options,  warrants,  scrip,
rights to subscribe to, call or commitments of any character whatsoever relating
to, or securities or rights convertible into, any shares of capital stock of the
Company. Furthermore,  except as set forth in this Agreement or the Registration
Rights Agreement,  as disclosed in the SEC Documents or as set forth on Schedule
2.1(c), there are no contracts, commitments,  understandings, or arrangements by
which the  Company  is or may  become  bound to issue  additional  shares of the
capital stock of the Company or options,  securities or rights  convertible into
shares of capital stock of the Company. Except as disclosed in the SEC Documents
or as set forth on  Schedule  2.1 (c)  hereto,  the Company is not a party to or
bound by any agreement or understanding  granting  registration or anti-dilution
rights to any  person  with  respect  to any of its  equity or debt  securities.
Except for customary transfer restrictions  contained in agreements entered into
by the Company in order to sell restricted  securities,  as disclosed in the SEC
Documents or set forth on Schedule 2.1(c) hereto, the Company is not a party to,
and it has no knowledge  of, any  agreement  or  understanding  restricting  the
voting or transfer of any shares of the capital stock of the Company.  Except as
set forth on Schedule  2.1(c)  hereto,  the offer and sale of all capital stock,
convertible securities, rights, warrants, or options of the Company issued prior
to the Closing  complied with all applicable  federal and state securities laws,
and no holder of such  securities has a right of rescission or claim for damages
with respect thereto which could have a Material Adverse Effect. The Company has
furnished or made  available to the  Purchasers  true and correct  copies of the


                                      -3-
<PAGE>

Company's  Certificate  of  Incorporation  as in effect on the date  hereof (the
"Articles"),  and the  Company's  Bylaws as in effect  on the date  hereof  (the
"Bylaws").

            (d)  Issuance  of  Shares.  The  Common  Shares  to be issued at the
Closing have been duly  authorized by all necessary  corporate  action and, when
paid for or issued in accordance with the terms hereof,  the Common Shares shall
be validly issued and outstanding,  fully paid and nonassessable and entitled to
all  applicable  rights  and  preferences  set  forth  in the  Articles.

            (e) No Conflicts.  The  execution,  delivery and  performance of the
Transaction  Documents by the Company and the consummation by the Company of the
transactions contemplated herein and therein do not and will not (i) violate any
provision of the Company's Articles or Bylaws, (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration  or  cancellation  of,  any  agreement,  mortgage,  deed of  trust,
indenture,  note, bond,  license,  lease agreement,  instrument or obligation to
which the  Company is a party or by which any of its  respective  properties  or
assets are bound,  (iii) create or impose a lien,  mortgage,  security interest,
charge or  encumbrance  of any nature  whatsoever on any property of the Company
under any  agreement  or any  commitment  to which the  Company is a party or by
which the  Company  is bound or by which  any of its  respective  properties  or
assets are bound, or (iv) result in a violation of any federal,  state, local or
foreign statute, rule, regulation,  order, judgment or decree (including federal
and state securities laws and  regulations)  applicable to the Company or any of
its  subsidiaries or by which any property or asset of the Company or any of its
subsidiaries are bound or affected,  except,  in all cases other than violations
pursuant  to clause  (i)  above,  for such  conflicts,  defaults,  terminations,
amendments,   acceleration,   cancellations   and   violations   as  would  not,
individually or in the aggregate,  have a Material Adverse Effect.  The business
of the Company and its  subsidiaries  is not being conducted in violation of any
laws,  ordinances or regulations of any governmental entity, except for possible
violations  which  singularly  or in the  aggregate  do not and  will not have a
Material  Adverse  Effect.  The Company is not required under federal,  state or
local law, rule or regulation to obtain any consent,  authorization or order of,
or make any filing or  registration  with, any court or  governmental  agency in
order for it to  execute,  deliver or perform any of its  obligations  under the
Transaction  Documents,  or issue and sell the Common Shares in accordance  with
the terms hereof or thereof  (other than any filings which may be required to be
made  by  the  Company  with  the  Securities  and  Exchange   Commission   (the
"Commission") or state securities  administrators  subsequent to a Closing,  and
any registration  statement which may be filed pursuant hereto);  provided that,
for  purposes  of the  representation  made in this  sentence,  the  Company  is
assuming  and relying  upon the  accuracy of the  relevant  representations  and
agreements of the Purchasers herein.

            (f) Commission Documents, Financial Statements. The Company has made
available to the Purchasers  through the SEC's Edgar site or otherwise  prior to
the date hereof (and by their signatures hereto, the Purchasers acknowledge that
they have  reviewed  to their  satisfaction)  copies of the  Company's  (i) Form
10-KSB for the year ended December 31, 1998, (ii) Form 10-KSB for the year ended
December 31, 1999,  (iii) Form 10-QSB for the quarter ended March 31, 2000, (iv)
Registration  Statements on Form S-3 (Registration  Nos.  333-92685,  333-92201,
333-30724 and 333-36944),  (v) Current Report on Form 8-K filed January 4, 2000,
and (vi) Definitive Proxy Statements filed September 15, 1999 and April 26, 2000
(collectively,
                                      -4-
<PAGE>

the "SEC Documents").  The financial  statements of the Company furnished to the
Purchasers comply as to form in all material respects with applicable accounting
requirements  and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted  accounting  principles
("GAAP")  applied on a consistent  basis during the periods involved (except (i)
as may be otherwise indicated in such financial  statements or the notes thereto
or (ii) in the case of unaudited interim statements,  to the extent they may not
include footnotes or may be condensed or summary statements), and fairly present
in all material  respects the financial  position of the Company as of the dates
thereof and the results of operations  and cash flows for the periods then ended
(subject,  in the  case  of  unaudited  statements,  to  normal  year-end  audit
adjustments).

            (g) Subsidiaries.  Schedule 2.1(g) hereto sets forth each subsidiary
of the Company showing the jurisdiction of its incorporation or organization and
showing the percentage of the Company's  ownership of the  outstanding  stock or
other  interests  of such  subsidiary.  For  the  purposes  of  this  Agreement,
"subsidiary"  shall  mean any  corporation  or other  entity of which at least a
majority of the securities or other  ownership  interest  having ordinary voting
power  (absolutely  or  contingently)  for the  election of  directors  or other
persons  performing  similar  functions  are  at  the  time  owned  directly  or
indirectly  by the  Company  and/or  any of its other  subsidiaries.  All of the
outstanding shares of capital stock of each subsidiary have been duly authorized
and validly issued, and are fully paid and  non-assessable.  Except as disclosed
on Schedule  2.1(g) there are no  outstanding  preemptive,  conversion  or other
rights, options, warrants or agreements granted or issued by or binding upon any
subsidiary for the purchase or acquisition of any shares of capital stock of any
subsidiary  or  any  other  securities  convertible  into,  exchangeable  for or
evidencing the rights to subscribe for any shares of such capital stock. Neither
the Company  nor any  subsidiary  is subject to any  obligation  (contingent  or
otherwise)  to  repurchase  or  otherwise  acquire  or retire  any shares of the
capital stock of any subsidiary or any convertible securities,  rights, warrants
or options of the type described in the preceding sentence.  Neither the Company
nor any  subsidiary  is  party  to,  nor has any  knowledge  of,  any  agreement
restricting  the voting or transfer  of any shares of the  capital  stock of any
subsidiary.

            (h) No  Material  Adverse  Change.  Since March 31,  2000,  the date
through  which the most recent report of the Company has been prepared and filed
with the  Commission  (a copy of which is  included in the SEC  Documents),  the
Company has not experienced or suffered any Material  Adverse Effect,  except as
disclosed on Schedule 2.1(h) hereto.

            (i) No  Undisclosed  Liabilities.  Except  as  disclosed  in the SEC
Documents or set forth on Schedule 2.1(i) hereto, neither the Company nor any of
its  subsidiaries has any  liabilities,  obligations,  claims or losses (whether
liquidated or unliquidated,  secured or unsecured, absolute, accrued, contingent
or otherwise)  other than those incurred in the ordinary course of the Company's
or its  subsidiaries  respective  businesses  since March 31,  2000,  and which,
individually  or in the aggregate,  do not or would not have a Material  Adverse
Effect.

            (j) No Undisclosed Events or Circumstances. No event or circumstance
has occurred or exists with respect to the Company or its  subsidiaries or their
respective businesses, properties, prospects, operations or financial condition,
which,  under applicable law, rule or

                                      -5-
<PAGE>

regulation,  requires public disclosure or announcement by the Company but which
has not been so publicly announced or disclosed.

            (k) Intentionally Omitted.

            (l) Title to Assets.  Each of the Company and its  subsidiaries  has
good and marketable title to all of its real and personal property,  free of any
mortgages,  pledges,  charges,  liens, security interests or other encumbrances,
except for those indicated on Schedule 2.1(l) hereto or such that,  individually
or in the  aggregate,  do not cause a Material  Adverse  Effect on the Company's
financial  condition  or  operating  results.  Except as  described  on Schedule
2.1(l),  all said leases of the Company and each of its  subsidiaries  are valid
and subsisting and in full force and effect.

            (m) Actions Pending. There is no action, suit, claim,  investigation
or proceeding  pending or, to the knowledge of the Company,  threatened  against
the Company or any subsidiary  which questions the validity of this Agreement or
the transactions contemplated hereby or any action taken or to be taken pursuant
hereto or thereto. There is no action, suit, claim,  investigation or proceeding
pending or, to the  knowledge of the Company,  threatened,  against or involving
the Company,  any  subsidiary or any of their  respective  properties or assets,
except as  disclosed  in the SEC  Documents  or as set forth on Schedule  2.1(m)
hereto.  There are no  outstanding  orders,  judgments,  injunctions,  awards or
decrees of any court,  arbitrator or governmental or regulatory body against the
Company  or any  subsidiary  or any  officers  or  directors  of the  Company or
subsidiary in their capacities as such.

            (n)  Compliance  with  Law.  The  business  of the  Company  and the
subsidiaries  has been and is presently  being  conducted in accordance with all
applicable  federal,  state and local governmental laws, rules,  regulations and
ordinances,  except  as set  forth  on  Schedule  2.1(n)  hereto  or such  that,
individually or in the aggregate,  the noncompliance  therewith would not have a
Material  Adverse  Effect.  The  Company and each of its  subsidiaries  have all
franchises,  permits,  licenses,  consents and other  governmental or regulatory
authorizations  and  approvals  necessary for the conduct of its business as now
being  conducted by it unless the failure to possess such  franchises,  permits,
licenses,  consents and other  governmental  or  regulatory  authorizations  and
approvals, individually or in the aggregate, could not reasonably be expected to
have a  Material  Adverse  Effect.

            (o)  Taxes.  Except  as set forth on  Schedule  2.1(o)  hereto,  the
Company  and each of the  subsidiaries  has  accurately  prepared  and filed all
federal, state and other tax returns required by law to be filed by it, has paid
or  made  provisions  for  the  payment  of all  taxes  shown  to be due and all
additional  assessments,  and adequate provisions have been and are reflected in
the  financial  statements of the Company and the  subsidiaries  for all current
taxes and other  charges to which the Company or any  subsidiary  is subject and
which are not currently due and payable.  Except as disclosed on Schedule 2.1(o)
hereto,  none of the federal income tax returns of the Company or any subsidiary
have been audited by the Internal Revenue Service.  The Company has no knowledge
of any additional assessments,  adjustments or contingent tax liability (whether
federal  or state) of any  nature  whatsoever,  whether  pending  or  threatened
against the Company or any subsidiary  for any period,  nor of any basis for any
such assessment, adjustment or contingency.

                                      -6-
<PAGE>

            (p) Certain Fees.  The Company has not employed any broker or finder
or  incurred  any  liability  for any  brokerage  or  investment  banking  fees,
commissions,  finders' or  structuring  fees,  financial  advisory fees or other
similar fees in connection with the Transaction  Documents,  except as set forth
on Schedule 2.1(p) hereto.

            (q) Disclosure. To the best of the Company's knowledge, neither this
Agreement  or the  Schedules  hereto nor any other  documents,  certificates  or
instruments  furnished to the  Purchasers  by or on behalf of the Company or any
subsidiary in connection with the transactions contemplated by this Agreement or
any of the  other  Transaction  Document  contain  or will  contain  any  untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made herein or therein, in the light of the circumstances
under which they were made herein or therein,  not misleading.

            (r) Operation of Business.  The Company and each of the subsidiaries
owns or possesses or have sufficient rights to all patents,  trademarks,  domain
names  (whether  or  not   registered)   and  any  patentable   improvements  or
copyrightable  derivative  works  thereof,  websites and  intellectual  property
rights relating thereto,  service marks, trade names,  copyrights,  licenses and
authorizations,  hereto, and all rights with respect to the foregoing, which are
necessary  in any  material  respect  for the  conduct  of its  business  as now
conducted  without any conflict with the rights of others except as disclosed on
Schedule 2.1(r).

            (s) Environmental Compliance. Except as disclosed on Schedule 2.1(s)
hereto,  the Company and each of its  subsidiaries  have  obtained  all material
approvals, authorization,  certificates,  consents, licenses, orders and permits
or other similar  authorizations  of all governmental  authorities,  or from any
other person,  that are required under any Environmental  Laws.  Schedule 2.1(s)
hereto sets forth all material permits, licenses and other authorizations issued
under any Environmental Laws to the Company or its subsidiaries.  "Environmental
Laws"  shall  mean  all  applicable  laws  relating  to  the  protection  of the
environment  including,  without  limitation,  all  requirements  pertaining  to
reporting,  licensing,  permitting,  controlling,  investigating  or remediating
emissions,  discharges, releases or threatened releases of hazardous substances,
chemical substances, pollutants,  contaminants or toxic substances, materials or
wastes, whether solid, liquid or gaseous in nature, into the air, surface water,
groundwater or land, or relating to the manufacture,  processing,  distribution,
use,  treatment,   storage,   disposal,   transport  or  handling  of  hazardous
substances, chemical substances,  pollutants,  contaminants or toxic substances,
material or wastes,  whether solid,  liquid or gaseous in nature.  Except as set
forth on Schedule  2.1(s)  hereto,  the Company has all  necessary  governmental
approvals  required under all Environmental  Laws and used in its business or in
the  business  of  any  of  its  subsidiaries.  The  Company  and  each  of  its
subsidiaries  are also in compliance with all other  limitations,  restrictions,
conditions,  standards,  requirements,  schedules  and  timetables  required  or
imposed under all  Environmental  Laws.  Except for such  instances as would not
individually or in the aggregate have a Material  Adverse  Effect,  there are no
past  or  present  events,  conditions,  circumstances,  incidents,  actions  or
omissions  relating to or in any way affecting  the Company or its  subsidiaries
that violate or may violate any  Environmental Law after the Closing or that may
give rise to any  environmental  liability,  or otherwise  form the basis of any
claim, action,  demand, suit,  proceeding,  hearing,  study or investigation (i)
under any  Environmental  Law,  or (ii) based on or related to the  manufacture,
processing,  distribution, use, treatment, storage (including without limitation
underground storage tanks),  disposal,  transport

                                      -7-
<PAGE>

or handling,  or the emission,  discharge,  release or threatened release of any
hazardous  substance.  "Environmental  Liabilities"  means all  liabilities of a
person  (whether  such  liabilities  are  owed by such  person  to  governmental
authorities,  third  parties or  otherwise)  whether  currently  in existence or
arising hereafter which arise under or relate to any Environmental Law.

            (t) Books and Record Internal Accounting  Controls.  The records and
documents of the Company and its subsidiaries accurately reflect in all material
respects  the  information  relating  to the  business  of the  Company  and the
subsidiaries, the location and collection of their assets, and the nature of all
transactions  giving  rise to the  obligations  or  accounts  receivable  of the
Company or any subsidiary.  The Company and each of its subsidiaries  maintain a
system of  internal  accounting  controls  sufficient,  in the  judgment  of the
Company's  board  of  directors,   to  provide  reasonable  assurance  that  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting  principles  and to maintain  asset  accountability,  (iii) access to
assets is permitted  only in accordance  with  management's  general or specific
authorization and (iv) the recorded  accountability  for assets is compared with
the existing  assets at reasonable  intervals and  appropriate  actions is taken
with respect to any differences.

            (u) Intentionally Omitted.

            (v)  Transactions  with  Affiliates.  Except as disclosed in the SEC
Documents or set forth on Schedule  2.1(v) hereto,  there are no loans,  leases,
agreements,  contracts, royalty agreements, management contracts or arrangements
or other continuing transactions exceeding $100,000 between (a) the Company, any
subsidiary  or any of their  respective  customers or suppliers on the one hand,
and (b) on the other hand, any officer or director of the Company, or any of its
subsidiaries,  or any member of the immediate family of such officer or director
or any corporation or other entity controlled by such officer or director,  or a
member of the immediate family of such officer or director.

            (w) Securities Act of 1933. The Company has complied and will comply
with all applicable  federal and state  securities  laws in connection  with the
offer, issuance and sale of the Common Shares hereunder. Neither the Company nor
anyone acting on its behalf, directly or indirectly,  has or will sell, offer to
sell or solicit  offers to buy any of the Common Shares,  or similar  securities
to, or solicit offers with respect  thereto from, or enter into any  preliminary
conversations or negotiations relating thereto with, any person, or has taken or
will take any action so as to bring the  issuance  and sale of any of the Common
Shares under the  registration  provisions of the  Securities  Act and any other
applicable federal and state securities laws. Neither the Company nor any of its
affiliates,  nor any person  acting on its or their  behalf,  has engaged in any
form of general  solicitation  or general  advertising  (within  the  meaning of
Regulation  D under the  Securities  Act) in  connection  with any of the Common
Shares.

            (x) Governmental  Approvals.  Except as set forth on Schedule 2.1(x)
hereto,  except  for the  listing of the  Common  Shares on the Nasdaq  SmallCap
Market  and  except for the  filing of any  notice  prior or  subsequent  to the
Closing that may be required under applicable  state or federal  securities laws
(which,  if  required,  shall be filed on a timely  basis),  including,  but not
limited to, the filing of a registration statement or statements pursuant to the
Registration  Rights

                                      -8-
<PAGE>

Agreement, no authorization,  consent, approval, license exemption of, filing or
registration  with any  court or  governmental  department,  commission,  board,
bureau, agency or instrumentality,  domestic or foreign, is or will be necessary
for, or in connection  with, the execution or delivery of the Common Shares,  or
for the  performance  by the Company of its  obligations  under the  Transaction
Documents.

            (y) Absence of Certain  Developments.  Except as provided in the SEC
Documents and Schedule 2.1(y) hereto,  since March 31, 2000, neither the Company
nor any  subsidiary  has:

                (i) issued any stock, bonds or other corporate securities or any
rights, options or warrants with respect thereto;

                (ii)  borrowed  any amount or incurred or become  subject to any
liabilities  (absolute or contingent) except current liabilities incurred in the
ordinary  course of business  which are  comparable  in nature and amount to the
current  liabilities  incurred in the  ordinary  course of  business  during the
comparable  portion of its prior fiscal year, as adjusted to reflect the current
nature and volume of the Company's or such subsidiary's business;

                (iii)  discharged or satisfied any lien or  encumbrance  or paid
any  obligation  or  liability  (absolute  or  contingent),  other than  current
liabilities paid in the ordinary course of business;

                (iv)  declared  or made any payment or  distribution  of cash or
other  property to  stockholders  with  respect to its stock,  or  purchased  or
redeemed,  or made any  agreements  so to purchase or redeem,  any shares of its
capital stock;

                (v) sold,  assigned or transferred any other tangible assets, or
canceled any debts or claims, except in the ordinary course of business;

                (vi)  sold,   assigned  or   transferred   any  patent   rights,
trademarks, trade names, copyrights, trade secrets or other intangible assets or
intellectual   property  rights,  or  disclosed  any  proprietary   confidential
information to any person except to customers in the ordinary course of business
or to the Purchasers or their representatives;

                (vii)  suffered any  substantial  losses or waived any rights of
material value,  whether or not in the ordinary course of business,  or suffered
the loss of any material amount of prospective business;

                (viii) made any changes in employee  compensation  except in the
ordinary course of business and consistent with past practices;

                (ix) made capital  expenditures  or  commitments  therefor  that
aggregate in excess of $100,000 except for the purchase of kiosks;

                (x)  entered  into  any  other  transaction  other  than  in the
ordinary course of business;

                                      -9-
<PAGE>

                (xi)  made  charitable  contributions  or  pledges  in excess of
$25,000;

                (xii)  suffered any  material  damage,  destruction  or casualty
loss, whether or not covered by insurance;

                (xiii)   experienced   any  material   problems  with  labor  or
management in connection with the terms and conditions of their employment;

                (xiv)  effected any two (2) or more events of the foregoing kind
which in the aggregate would be material to the Company or its subsidiaries; or

                (xv) entered into an agreement,  written or  otherwise,  to take
any of the foregoing actions.

            (z) Use of Proceeds.  The net  proceeds  from the sale of the Common
Shares will be used by the Company  for  working  capital and general  corporate
purposes and for the expenses of the transactions contemplated hereby.

            (aa) Public Utility Holding  Company Act and Investment  Company Act
Status.  The Company is not a "holding company" or a "public utility company" as
such terms are defined in the Public  Utility  Holding  Company Act of 1935,  as
amended. The Company is not, and as a result of and immediately upon any Closing
will not be, an "investment company" or a company "controlled" by an "investment
company," within the meaning of the Investment Company Act of 1940, as amended.

         (bb) ERISA.  No liability to the Pension Benefit  Guaranty  Corporation
has  been  incurred  with  respect  to any  Plan  by the  Company  or any of its
subsidiaries  which is or would be  materially  adverse to the  Company  and its
subsidiaries.  The execution, delivery and performance of this Agreement and the
other Transaction Documents and the issue and sale of the Common Shares will not
involve any transaction  which is subject to the  prohibitions of Section 406 of
ERISA or in  connection  with which a tax could be imposed  pursuant  to Section
4975 of the Internal Revenue Code of 1986, as amended,  provided that, if any of
the Purchasers,  or any person or entity that owns a beneficial  interest in any
of the Purchasers,  is an "employee pension benefit plan" (within the meaning of
Section  3(2) of  ERISA)  with  respect  to which  the  Company  is a "party  in
interest"  (within the meaning of Section 3(14) of ERISA),  the  requirements of
Sections 407(d)(5) and 408(e) of ERISA, if applicable,  are met. As used in this
Section 2.1 (bb), the term "Plan" shall mean an "employee  pension benefit plan"
(as  defined  in  Section  3 of  ERISA)  which  is or has  been  established  or
maintained,  or to which  contributions are or have been made, by the Company or
any subsidiary or by any trade or business, whether or not incorporated,  which,
together  with the  Company  or any  subsidiary,  is under  common  control,  as
described in Section 414(b) or (c) of the Code.

         Section 2.2 Representations  and Warranties of the Purchasers.  Each of
the Purchasers hereby makes the following  representations and warranties to the
Company  with  respect  solely  to  itself  and not with  respect  to any  other
Purchaser:

            (a) Organization and Standing of the Purchasers. If the Purchaser is
an  entity,  such  Purchaser  is a  corporation,  limited  liability  company or
partnership  duly  incorporated  or

                                      -10-
<PAGE>

organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its  incorporation or  organization,  and such Purchaser was not
formed for the specific purpose of acquiring the Common Shares.

            (b)  Authorization  and Power. The Purchaser has the requisite power
and authority to enter into and perform this Agreement,  the Registration Rights
Agreement and the Escrow  Agreement and to purchase the Common Shares being sold
to it hereunder. The execution,  delivery and performance of this Agreement, the
Registration   Rights   Agreement,   the  Escrow  Agreement  and  the  documents
contemplated  hereby  by  such  Purchaser  and  the  consummation  by it of  the
transactions  contemplated  hereby and thereby have been duly  authorized by all
necessary  corporate,  limited  liability  company  or  partnership  action,  as
applicable  (if  the  Purchaser  is  an  entity),  and  no  further  consent  or
authorization  of  such  Purchaser  or its  Board  of  Directors,  stockholders,
members,  managers or partners,  as the case may be, is  required.  Each of this
Agreement,  the Registration Rights Agreement and the Escrow Agreement will have
been duly executed and delivered by the Purchasers on the Closing Date.  Each of
this  Agreement,  the  Registration  Rights  Agreement and the Escrow  Agreement
constitutes,  or shall  constitute  when  executed  and  delivered,  a valid and
binding  obligation  of the  Purchaser  enforceable  against  the  Purchaser  in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable  bankruptcy,  insolvency,  reorganization,  moratorium,  liquidation,
conservatorship,  or  similar  laws  relating  to, or  affecting  generally  the
enforcement of, creditors'  rights or remedies or by other equitable  principles
of general application.

            (c) No Conflicts.  The execution,  delivery and  performance of this
Agreement,  the  Registration  Rights  Agreement,  the Escrow  Agreement and the
documents contemplated hereby and thereby and the consummation by such Purchaser
of the  transactions  contemplated  hereby and thereby or relating hereto do not
and will not (i) result in a violation of such  Purchaser's  charter  documents,
bylaws,  partnership  agreement,  operating  agreement  or other  organizational
documents,  or (ii) conflict with,  constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any  rights of  termination,  amendment,  acceleration  or  cancellation  of any
agreement, indenture or instrument to which such Purchaser is a party, or result
in a violation of any law, rule, or regulation, or any order, judgment or decree
of any  court  or  governmental  agency  applicable  to  such  Purchaser  or its
properties  (except for such  conflicts,  defaults and  violations as would not,
individually  or in the  aggregate,  have a  material  adverse  effect  on  such
Purchaser). Such Purchaser is not required to obtain any consent,  authorization
or order of, or make any filing or registration  with, any court or governmental
agency in order for it to  execute,  deliver or perform  any of its  obligations
under this Agreement, the Registration Rights Agreement, the Escrow Agreement or
the documents  contemplated  hereby and thereby or to purchase the Common Shares
in  accordance  with  the  terms  hereof,  provided  that  for  purposes  of the
representation  made in this  sentence,  such  Purchaser is assuming and relying
upon the accuracy of the relevant  representations and agreements of the Company
herein.

            (d)  Acquisition  for  Investment.  Such Purchaser is purchasing the
Common Shares  solely for its own account for the purpose of investment  and not
with a view to or for sale in connection with distribution.  Such Purchaser does
not  have  a  present  intention  to  sell  the  Common  Shares,  nor a  present
arrangement  (whether  or not  legally  binding)  or  intention  to  effect  any
distribution of the Common Shares to or through any person or entity;  provided,

                                      -11-
<PAGE>

however, that by making the representations herein and subject to Section 2.2(f)
and Section 5.2 below,  such  Purchaser does not agree to hold the Common Shares
for any minimum or other  specific term and reserves the right to dispose of the
Common Shares at any time in accordance with federal  securities laws applicable
to such  disposition.  Such Purchaser  acknowledges  that it is able to bear the
financial  risks  associated with an investment in the Common Shares and that it
has been given full access to such  records of the Company and the  subsidiaries
and to the  officers  of the  Company  and  the  subsidiaries  as it has  deemed
necessary or appropriate to conduct its due diligence investigation.

            (e)  Accredited   Purchasers.   Such  Purchaser  is  an  "accredited
investor" as defined in Regulation D promulgated under the Securities Act and is
a resident of the jurisdiction indicated on Exhibit A hereto. Purchaser has such
knowledge and  experience in financial  and business  matters that  Purchaser is
capable of  evaluating  the merits and risks of  Purchaser's  investment  in the
Company.

            (f) Rule 144. Such Purchaser understands that the Common Shares must
be held indefinitely  unless such Shares are registered under the Securities Act
or an exemption from registration is available. Such Purchaser acknowledges that
such  Purchaser is familiar  with Rule 144 of the rules and  regulations  of the
Commission, as amended, promulgated pursuant to the Securities Act ("Rule 144"),
and that such  Purchaser  has been  advised  that Rule 144 permits  resales only
under certain circumstances.  Such Purchaser understands that to the extent that
Rule 144 is not  available,  such  Purchaser  will be unable to sell any  Shares
without either registration under the Securities Act or the existence of another
exemption from such registration requirement.

            (g)  No  Broker-Dealer  Affiliation.  None  of the  Purchasers  is a
broker-dealer  registered  with the  Commission or an affiliate (as such term is
defined in Rule 144(a)  promulgated under the Securities Act) of a broker-dealer
registered with the Commission.

            (h) General.  Such Purchaser  understands that the Common Shares are
being  offered  and  sold in  reliance  on a  transactional  exemption  from the
registration requirement of federal and state securities laws and the Company is
relying  upon  the  truth  and  accuracy  of  the  representations,  warranties,
agreements,  acknowledgments  and  understandings  of such  Purchaser  set forth
herein  in order to  determine  the  applicability  of such  exemptions  and the
suitability  of  such   Purchaser  to  acquire  the  Common  Shares.   Purchaser
understands  that no United States  federal or state agency or any government or
governmental agency has passed upon or made any recommendation or endorsement of
the Common Shares.

            (i) Opportunities for Additional Information. Such Purchaser has had
full  opportunity  to  review,   and  has  reviewed  to  such  Purchaser's  full
satisfaction, the SEC Documents. Such Purchaser acknowledges that such Purchaser
has had the  opportunity to ask questions of and receive answers from, or obtain
additional  information from, the executive  officers of the Company  concerning
the  financial  and other  affairs  of the  Company,  and to the  extent  deemed
necessary  in light of such  Purchaser's  personal  knowledge  of the  Company's
affairs,  such  Purchaser has asked such  questions and received  answers to the
full satisfaction of such Purchaser, and such Purchaser desires to invest in the
Company.

                                      -12-
<PAGE>

            (j) No General  Solicitation.  Such Purchaser  acknowledges that the
Common Shares were not offered to such Purchaser by means of any form of general
or  public  solicitation  or  general  advertising,   or  publicly  disseminated
advertisements or sales literature,  including (i) any  advertisement,  article,
notice or other communication  published in any newspaper,  magazine, or similar
media,  or broadcast over television or radio, or (ii) any seminar or meeting to
which  such   Purchaser   was  invited  by  any  of  the   foregoing   means  of
communications.

            (k) No Commissions or Similar Fees. In connection  with the purchase
of the Common Shares by such Purchaser, such Purchaser has not and will not pay,
and has no  knowledge  of the  payment  of, any  commission  or other  direct or
indirect  remuneration  to any  person or entity  for  soliciting  or  otherwise
coordinating the purchase of such securities, except to such persons or entities
as are duly licensed  and/or  registered  to engage in  securities  offering and
selling  activities  (or are  exempt  from such  licensing  and/or  registration
requirements)  under  applicable  federal  laws and the laws of the  state(s) in
which  such  activities  have taken  place in  connection  with the  transaction
contemplated by this Agreement.

            (l) Reliance by the Company. Purchaser understands fully the meaning
and legal  consequences  of the provisions  herein,  and agrees to indemnify and
hold harmless the Company,  and each other  person,  if any subject to liability
because of such  person's  connection  with the  Company,  against all  actions,
claims,  losses,  damages and liabilities arising out of or based upon any false
representation  or  warranty  herein,  or any breach by the  undersigned  of any
provision  hereof,  and to reimburse  the Company and each such other person for
any legal and other expenses  incurred by the Company and each such other person
in connection with investigating,  defending, and, if appropriate,  settling any
action, claim, loss, damage or liability.

                                   ARTICLE III

                                    COVENANTS

         The Company covenants with each of the Purchasers, which covenants are
for the benefit of each of the Purchasers and their permitted assignees (as
defined herein) as follows:

         Section 3.1 Securities Compliance.

            (a) The Company shall notify the Commission in accordance with their
rules and regulations of the transactions contemplated by any of the Transaction
Documents,  as may be required,  and shall take all other  necessary  action and
proceedings  as may be  required  and  permitted  by  applicable  law,  rule and
regulation,  for the  legal  and  valid  issuance  of the  Common  Shares to the
Purchasers or subsequent holders.

            (b) The  Company  is  relying  upon the  truth and  accuracy  of the
representations,  warranties, agreements,  acknowledgments and understandings of
such  Purchasers  set forth herein in order to determine  the  applicability  of
federal  and  state  securities  laws  exemptions  and the  suitability  of such
Purchasers to acquire the Common Shares.

         Section  3.2  Registration  and  Listing.  The  Company  will  cause  a
registration  statement  registering the Common Shares to be filed no later than
forty-five  (45) days after the Closing  Date and use its best  efforts to cause
the registration  statement to be declared effective within (i)

                                      -13-
<PAGE>

ninety (90) days after the Closing  Date or (ii) five (5)  business  days of the
date on which  the  Commission  informs  the  Company  that it may  request  the
acceleration of the effectiveness of the registration statement,  whichever date
is the earlier (the "Effectiveness  Date"), will comply in all respects with its
reporting and filing  obligations  under the Securities and Exchange Act of 1934
(the  "Exchange  Act"),  will  comply  with  all  requirements  related  to  any
registration  statement  filed  pursuant to this  Agreement or the  Registration
Rights Agreement,  and will not take any action or file any document (whether or
not permitted by the  Securities  Act or the rules  promulgated  thereunder)  to
terminate or suspend such  registration or to terminate or suspend its reporting
and filing  obligations  under the Exchange  Act or  Securities  Act,  except as
permitted  herein.  The Company  will take all  commercially  reasonable  action
necessary  to continue  the listing or trading of its Common Stock on the Nasdaq
SmallCap Market.

         Section 3.3 Intentionally Omitted.

         Section 3.4 Compliance  with Laws. The Company shall comply,  and cause
each  subsidiary to comply,  with all applicable  laws,  rules,  regulations and
orders, noncompliance with which could have a Material Adverse Effect.

         Section 3.5 Keeping of Records and Books of Account.  The Company shall
keep and cause each subsidiary to keep adequate records and books of account, in
which  complete  entries  will be  made in  accordance  with  GAAP  consistently
applied,  reflecting in all material respects all financial  transactions of the
Company and its  subsidiaries,  and in which,  for each fiscal year,  all proper
reserves for depreciation,  depletion,  obsolescence,  amortization,  taxes, bad
debts and other purposes in connection with its business shall be made.

         Section  3.6 Other  Agreements.  The  Company  shall not enter into any
agreement in which the terms of such agreement  would, in any material  respect,
restrict  or impair  the right or  ability  to  perform  of the  Company  or any
subsidiary under any Transaction Document.

         Section  3.7  Transfer  Agent  Instructions.  The  Company  shall issue
irrevocable  instructions  to its transfer  agent,  and any subsequent  transfer
agent,  to issue  certificates,  registered in the name of each Purchaser or its
respective  nominee(s),  for the Common Shares in such amounts as specified from
time to time by each Purchaser to the Company upon issuance of the Common Shares
in the form of  Exhibit D  attached  hereto  (the  "Irrevocable  Transfer  Agent
Instructions").  Prior to registration of the Common Shares under the Securities
Act,  all such  certificates  shall bear the  restrictive  legend  specified  in
Section 6.1 of this Agreement.  The Company  warrants that no instruction  other
than the Irrevocable Transfer Agent Instructions referred to in this Section 3.7
will be given by the Company to its  transfer  agent and that the Common  Shares
shall  otherwise be freely  transferable on the books and records of the Company
as and to the extent  provided in this  Agreement  and the  Registration  Rights
Agreement.  Nothing in this Section 3.7 shall affect in any way each Purchaser's
obligations  and  agreements  set  forth  in  Section  6.1 to  comply  with  all
applicable prospectus delivery  requirements,  if any, upon resale of the Common
Shares.  If a Purchaser  provides the Company  with an opinion of counsel,  in a
form reasonably  acceptable to the Company and its counsel, to the effect that a
public  sale,  assignment  or transfer of the Common  Shares may be made without
registration under the Securities Act or the Purchaser provides the Company with
reasonable  assurances  that the Common  Shares can be sold pursuant to Rule 144
without  any  restriction  as to  the  number  of

                                      -14-
<PAGE>

securities  acquired as of a particular date that can then be immediately  sold,
the Company  shall  permit the  transfer,  and, in the case of a transfer of the
Common  Shares,  promptly  instruct its transfer  agent to issue one (1) or more
certificates  in  such  name  and in such  denominations  as  specified  by such
Purchaser and without any restrictive  legend.  The Company  acknowledges that a
breach by it of its  obligations  under this Section 3.7 will cause  irreparable
harm to the  Purchasers by vitiating  the intent and purpose of the  transaction
contemplated  hereby.  Accordingly,  the Company acknowledges that the remedy at
law for a breach of its  obligations  under this Section 3.7 will be  inadequate
and agrees,  in the event of a breach or threatened breach by the Company of the
provisions  of this  Section 3.7,  that the  Purchasers  shall be  entitled,  in
addition  to  all  other  available  remedies,  to an  order  and/or  injunction
restraining any breach and requiring  immediate  issuance and transfer,  without
the necessity of showing  economic  loss and without any bond or other  security
being required.

                                   ARTICLE IV

                                   CONDITIONS

         Section 4.1  Conditions  Precedent to the  Obligation of the Company to
Sell the Common Shares at Closing.  The  obligation  hereunder of the Company to
issue and sell the Common Shares to the  Purchasers at the Closing is subject to
the satisfaction or waiver, at or before the Closing,  of each of the conditions
set forth below.  These conditions are for the Company's sole benefit and may be
waived by the Company at any time in its sole discretion.

            (a) Accuracy of Each Purchaser's Representations and Warranties. The
representations  and warranties of each  Purchaser  shall be true and correct in
all  material  respects as of the date when made and as of the  Closing  Date as
though made at that time,  except for  representations  and warranties  that are
expressly made as of a particular  date,  which shall be true and correct in all
material respects as of such date.

            (b)  Performance  by  the  Purchasers.  Each  Purchaser  shall  have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by such Purchaser at or prior to the Closing,  including having
paid by wire transfer of funds into escrow in accordance with this Agreement and
the Escrow Agreement the Purchase Price set forth opposite such Purchaser's name
on Exhibit A under the heading  "Purchase  Prices";  such  Purchaser  shall have
executed and delivered this Agreement, the Registration Rights Agreement and the
Escrow Agreement to the Escrow Agent on behalf of the Company.  The Escrow Agent
shall have performed,  satisfied and complied in all material  respects with all
covenants,  agreements and conditions  required by this Agreement and the Escrow
Agreement to be performed,  satisfied or complied with by the Escrow Agent at or
prior to the  Closing,  including  delivery  of all of the  Purchaser's  Closing
Documents to the Company.

            (c) No Injunction.  No statute, rule,  regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent jurisdiction which
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement.

                                      -15-
<PAGE>

         Section 4.2 Conditions Precedent to the Obligation of the Purchasers to
Purchase the Common  Shares at the  Closing.  The  obligation  hereunder of each
Purchaser to acquire and pay for the applicable  Common Shares at the Closing is
subject to the satisfaction or waiver, at or before the Closing,  of each of the
conditions  set forth below.  These  conditions  are for each  Purchaser's  sole
benefit and may be waived by such Purchaser at any time in its sole  discretion.


            (a) Accuracy of the Company's  Representations and Warranties.  Each
of the  representations  and warranties of the Company shall be true and correct
in all material  respects as of the date when made and as of the Closing Date as
though made at that time (except for  representations  and warranties that speak
as of a  particular  date),  which  shall be true and  correct  in all  material
respects as of such date.

            (b)  Performance by the Company.  The Company shall have  performed,
satisfied and complied in all material  respects with all covenants,  agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the Company at or prior to the Closing.

            (c) No  Suspension,  Etc.  From the date hereof to the Closing Date,
trading in the  Company's  Common  Stock  shall not have been  suspended  by the
Commission,  and, at any time prior to the Closing  Date,  trading in securities
generally as reported by Bloomberg  Financial  Markets  ("Bloomberg")  shall not
have  been  suspended  or  limited,  or  minimum  prices  shall  not  have  been
established on securities whose trades are reported by Bloomberg,  or on the New
York Stock Exchange, nor shall a banking moratorium have been declared either by
the United States, or New York State authorities,  nor shall there have occurred
any  material  outbreak  or  escalation  of  hostilities  or other  national  or
international  calamity  or crisis of such  magnitude  in its  effect on, or any
material  adverse  change in any financial  market  which,  in each case, in the
judgment of such Purchaser,  makes it  impracticable  or inadvisable to purchase
the Common Shares.

            (d) No Injunction.  No statute, rule,  regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent jurisdiction which
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement.

            (e) No  Proceedings  or  Litigation.  No action,  suit or proceeding
before any arbitrator or any  governmental  authority shall have been commenced,
and no investigation  by any governmental  authority shall have been threatened,
against the Company,  or any of the  officers,  directors or  affiliates  of the
Company seeking to restrain,  prevent or change the transactions contemplated by
this Agreement, or seeking damages in connection with such transactions.

            (f) Opinion of Counsel,  Etc. At the Closing,  the Purchasers  shall
have  received  an opinion of  counsel  to the  Company,  dated the date of such
Closing,  in the form of Exhibit E hereto,  and the such other  certificates and
documents as the Purchaser or its counsel shall  reasonably  require incident to
the Closing.

                                      -16-
<PAGE>

            (g) Registration Rights Agreement. Prior to the Closing, the Company
shall have  executed and  delivered  the  Registration  Rights  Agreement to the
Escrow Agent on behalf of each Purchaser.

            (h)  Stock  Certificates.   The  Company  shall  have  executed  and
delivered to the Escrow Agent on behalf of each Purchaser,  the certificates (in
such  denominations as such Purchaser shall request) for the Common Shares being
purchased by such Purchaser at the Closing.

            (i) Resolutions. Prior to the Closing, the Board of Directors of the
Company shall have adopted resolutions consistent with Section 2.1(b) above in a
form reasonably acceptable to each Purchaser (the "Resolutions").

            (j)  Transfer  Agent  Instructions.  As of  the  Closing  Date,  the
Irrevocable  Transfer  Agent  Instructions,  in the form of  Exhibit D  attached
hereto,  shall  have  been  delivered  to and  acknowledged  in  writing  by the
Company's  transfer agent.  (k)  Secretary's  Certificate.  At the Closing,  the
Company shall have  delivered to the Escrow Agent on behalf of each  Purchaser a
secretary's  certificate,  dated  as  of  such  Closing  Date,  as  to  (i)  the
Resolutions,  (ii) the Articles  and (iii) the Bylaws,  each as in effect at the
Closing,  and (iv) the authority  and  incumbency of the officers of the Company
executing  the  Transaction  Documents  and any other  documents  required to be
executed or delivered in connection therewith.

            (l) Escrow Agreement.  Prior to the Closing,  the Company shall have
executed  and  delivered  the Escrow  Agreement to the Escrow Agent on behalf of
each Purchaser.

            (m) Officer's  Certificate.  At the Closing,  the Company shall have
delivered  to such  Purchaser  a  certificate  of an  executive  officer  of the
Company,  dated as of the Closing Date, confirming the accuracy of the Company's
representations,  warranties and covenants as of the Closing Date and confirming
the  compliance by the Company with the  conditions  precedent set forth in this
Section 4.2 as of the Closing Date.

                                   ARTICLE V

                 REGISTRATION RIGHTS; TRANSFER AGREEMENT; VOTING

         Section 5.1 Registration  Rights. At the Closing,  the Company and each
of the Purchasers  shall enter into a Registration  Rights Agreement in the form
attached hereto as Exhibit C (the "Registration Rights Agreement").

         Section 5.2 Transfer Restrictions.  Each of the Purchasers agrees to be
bound by the following  terms and conditions  restricting the transfer of Common
Shares. The Purchasers shall not sell or otherwise transfer any Common Shares on
or  before  the  120th day after the  Closing  Date.  After the 120th  day,  the
Purchasers  shall not sell or otherwise  transfer any Common  Shares  except for
Common  Shares which become  salable under the  following  schedule:  (a) on the
121st day after the Closing  Date,  25% of the original  number of Common Shares
purchased by each Purchaser will become salable;  and (b) on the 151st day after
the Closing Date and on every 30th

                                      -17-
<PAGE>

day thereafter,  6.25% of the original number of Common Shares purchased by each
Purchaser will become salable.

         Section  5.3  Agreement  to Vote.  For so long as the  Company  has not
committed a material  breach of this Agreement and the Exhibits  annexed hereto,
and this Agreement has not been  terminated,  the  Purchasers  agree to vote all
Common  Shares  beneficially  held by  them  in  favor  of all  nominees  to the
Company's  board of directors  who are  nominated  by the then current  Board of
Directors of the Company.

                                   ARTICLE VI

                            STOCK CERTIFICATE LEGEND

         Section 6.1 Legend. Each certificate representing the Common Shares, as
applicable  and  appropriate,  shall be stamped or  otherwise  imprinted  with a
legend in  substantially  the following form (in addition to any legend required
by applicable federal, provincial or state securities or "blue sky" laws):

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE
         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT") OR STATE SECURITIES LAWS AND MAY NOT BE SOLD,
         TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF
         UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE
         SECURITIES LAWS OR OBJECTSOFT CORPORATION (THE "COMPANY") SHALL HAVE
         RECEIVED AN OPINION IN FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE
         TO THE COMPANY, OF COUNSEL, WHO IS REASONABLY ACCEPTABLE TO THE
         COMPANY, THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT
         AND UNDER THE PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES
         LAWS IS NOT REQUIRED.

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
         VOTING, TRANSFER AND OTHER AGREEMENTS SET FORTH IN A COMMON STOCK
         PURCHASE AGREEMENT DATED AS OF JUNE 7, 2000 AMONG THE COMPANY AND
         CERTAIN PURCHASERS.

         The Company agrees to reissue certificates representing the Common
Shares, without the legend set forth above, if at such time, prior to making any
transfer of any Shares the Purchaser thereof shall give written notice to the
Company describing the manner and terms of such transfer and removal as the
Company may reasonably request and such holder otherwise complies with the terms
of the Transaction Documents (including Section 5.2 hereof). Provided the
aforementioned written notice of intended transfer is given and the transfer
complies with Section 5.2 hereof, the legend set forth above shall be removed
and the Company shall issue a certificate without such legend to the holder of
any Common Shares upon which it is stamped if, unless otherwise required by
federal or state securities laws, (a) the sale of such Common Shares

                                      -18-
<PAGE>

is registered under the Securities Act (including  registration pursuant to Rule
416 thereunder) as contemplated by the Registration  Rights Agreement,  (b) such
holder provides the Company with an opinion of counsel,  in form,  substance and
scope  customary  for  opinions of counsel in  comparable  transactions,  to the
effect  that a sale  or  transfer  of such  Common  Shares  may be made  without
registration  under the Securities  Act; or (c) such holder provides the Company
with  reasonable  assurances  that such  Common  Shares  can be sold  under Rule
144(k).  Each Purchaser  agrees that it will only sell Common Shares,  including
those  represented by a  certificate(s)  from which the legend has been removed,
pursuant to an effective  registration  statement,  under an exemption  from the
registration  requirements  of the  Securities  Act or in  accordance  with Rule
144(k).  In the event the above legend is removed from any Common Shares and the
effectiveness  of a  registration  statement  covering  such  Common  Shares  is
suspended or the Company  determines  that a supplement or amendment  thereto is
required by applicable  securities laws, then upon reasonable  advance notice to
such  Purchaser  the Company may require  that the above legend be placed on any
such  Common   Shares  that  cannot  then  be  sold  pursuant  to  an  effective
registration statement, under an exemption from the registration requirements of
the Securities Act or under Rule 144(k) and such  Purchaser  shall  cooperate in
the  replacement  of such  legend.  Such  legend  shall  thereafter  be removed,
provided the aforementioned  written notice of transfer is given and Section 5.2
is  complied  with,  when such  Common  Shares may again be sold  pursuant to an
effective  registration  statement,  under an  exemption  from the  registration
requirements  of the Securities Act or under Rule 144(k).  The  restrictions  on
transfer  contained  in Section 6.1 shall be in  addition  to, and not by way of
limitation of, any other restrictions on transfer contained in any other section
of this Agreement.

                                   ARTICLE VII

                                   TERMINATION

         Section  7.1  Termination  by Mutual  Consent.  This  Agreement  may be
terminated at any time prior to the Closing by the mutual written consent of the
Company and the Purchasers.

         Section 7.2 Other Termination.  This Agreement may be terminated by the
action of the Board of  Directors  of the  Company  or by any one or more of the
Purchasers  at any time if the Closing  shall not have been  consummated  by the
Closing  Date,  as long as the failure to so  consummate is not the fault of the
terminating party.

         Section 7.3 Effect of  Termination.  In the event of termination by the
Company  or any one or more of the  Purchasers  of this  Agreement  or any  part
hereof,  written notice thereof shall  forthwith be given to the other party and
the  transactions  contemplated  by this Agreement and the  Registration  Rights
Agreement  shall be terminated  without  further action by either party. If this
Agreement is terminated as provided in Section 7.1 or 7.2 herein, this Agreement
shall  become void and of no further  force and effect,  except for Sections 9.1
and 9.2, and Article VIII herein. Nothing in this Section 7.3 shall be deemed to
release the Company or any  Purchaser  from any  liability  for any breach under
this Agreement or the Registration Rights Agreement,  or to impair the rights of
the Company and the Purchasers to compel specific performance by the other party
of its obligations under this Agreement and the Registration Rights Agreement.

                                      -19-
<PAGE>

                                  ARTICLE VIII

                                 INDEMNIFICATION

         Section 8.1 General Indemnity. The Company agrees to indemnify and hold
harmless the Purchasers (and their respective directors,  officers,  affiliates,
agents,   successors   and  assigns)  from  and  against  any  and  all  losses,
liabilities,  deficiencies,  costs,  damages and  expenses  (including,  without
limitation,  reasonable attorney's fees, charges and disbursements)  incurred by
the   Purchasers   as  a  result  of  any   inaccuracy   in  or  breach  of  the
representations,  warranties  or  covenants  made by the  Company  herein.  Each
Purchaser  severally  but not jointly  agrees to indemnify and hold harmless the
Company and its directors,  officers, affiliates, agents, successors and assigns
from and against any and all losses, liabilities,  deficiencies,  costs, damages
and expenses (including, without limitation,  reasonable attorneys fees, charges
and  disbursements)  incurred by the Company as result of any  inaccuracy  in or
breach of the  representations,  warranties or covenants  made by such Purchaser
herein.

         Section  8.2   Indemnification   Procedure.   Any  party   entitled  to
indemnification  under this  Article  VIII (an  "indemnified  party")  will give
written notice to the  indemnifying  party of any matters giving rise to a claim
for  indemnification;  provided,  that the  failure  of any  party  entitled  to
indemnification  hereunder  to give notice as provided  herein shall not relieve
the indemnifying  party of its obligations under this Article VIII except to the
extent that the  indemnifying  party is actually  prejudiced  by such failure to
give  notice.  In case any  action,  proceeding  or claim is brought  against an
indemnified party in respect of which  indemnification is sought hereunder,  the
indemnifying  party  shall be  entitled  to  participate  in and,  unless in the
reasonable  judgment of the indemnified  party a conflict of interest between it
and the indemnifying party may exist with respect of such action,  proceeding or
claim, to assume the defense thereof with counsel reasonably satisfactory to the
indemnified  party.  In  the  event  that  the  indemnifying  party  advises  an
indemnified  party  that  it  will  contest  such a  claim  for  indemnification
hereunder,  or fails,  within thirty (30) days of receipt of any indemnification
notice to notify, in writing,  such person of its election to defend,  settle or
compromise,  at its sole cost and expense,  any action,  proceeding or claim (or
discontinues its defense at any time after it commences such defense),  then the
indemnified party may, at its option,  defend, settle or otherwise compromise or
pay such action or claim. In any event,  unless and until the indemnifying party
elects in writing to assume  and does so assume the  defense of any such  claim,
proceeding or action, the indemnified  party's costs and expenses arising out of
the defense,  settlement or  compromise of any such action,  claim or proceeding
shall be losses subject to  indemnification  hereunder.  The  indemnified  party
shall  cooperate  fully  with  the  indemnifying  party in  connection  with any
negotiation or defense of any such action or claim by the indemnifying party and
shall furnish to the indemnifying party all information  reasonably available to
the indemnified  party which relates to such action or claim.  The  indemnifying
party shall keep the  indemnified  party  fully  apprised at all times as to the
status of the defense or any settlement  negotiations  with respect thereto.  If
the  indemnifying  party  elects to defend  any such  action or claim,  then the
indemnified  party shall be entitled to participate in such defense with counsel
of its choice at its sole cost and expense.  The indemnifying party shall not be
liable for any settlement of any action,  claim or proceeding  effected  without
its prior written consent.  Notwithstanding anything in this Article VIII to the
contrary,  the  indemnifying  party shall not,  without the indemnified  party's
prior written consent, settle or compromise any claim or consent

                                      -20-
<PAGE>

to entry of any judgment in respect thereof which imposes any future  obligation
on the indemnified  party or which does not include,  as an  unconditional  term
thereof, the giving by the claimant or the plaintiff to the indemnified party of
a release  from all  liability  in respect of such  claim.  The  indemnification
required by this Article  VIII shall be made by periodic  payments of the amount
thereof  during the course of  investigation  or defense,  as and when bills are
received or expense,  loss,  damage or  liability  is  incurred,  so long as the
indemnified party  irrevocably  agrees to refund such moneys if it is ultimately
determined by a court of competent jurisdiction that such party was not entitled
to  indemnification.  The  indemnity  agreements  contained  herein  shall be in
addition to (a) any cause of action or similar rights of the  indemnified  party
against  the  indemnifying   party  or  others,  and  (b)  any  liabilities  the
indemnifying party may be subject to pursuant to the law.

                                   ARTICLE IX

                                  MISCELLANEOUS

         Section  9.1 Fees  and  Expenses.  Each  party  shall  pay the fees and
expenses of its advisors,  counsel,  accountants and other experts,  if any, and
all  other  expenses,  incurred  by  such  party  incident  to the  negotiation,
preparation,  execution, delivery and performance of this Agreement, except that
the Company shall (a) pay on the Closing Date to Intercoastal Financial Services
Corp.  (the  "Placement  Agent")  six  percent of the number of shares of Common
Stock  issued to the  Purchasers  on such  Closing Date on the same terms as the
Purchasers (including,  without limitation,  the agreements set forth in Section
5.2  hereof),  (b) pay on the Closing  Date to the  Placement  Agent in cash the
value of two percent of the Purchase Price paid on the Closing Date, and (c) pay
on the Closing Date to the Placement  Agent the reasonable  attorney's  fees and
expenses  actually  incurred by the Placement  Agent, in an amount not to exceed
$5,000, in connection with the preparation,  negotiation, execution and delivery
of this Agreement,  the other Transaction  Documents and the consummation of the
transactions  contemplated  hereunder and thereunder.  The Company shall pay all
stamp or other similar  taxes and duties  levied in connection  with issuance of
the Common Shares pursuant hereto.

         Section 9.2 Specific Enforcement, Consent to Jurisdiction.

            (a) The remedies  provided in this  Agreement  and the  Registration
Rights  Agreement  shall be  cumulative  and in addition  to all other  remedies
available under this Agreement and the Registration Rights Agreement,  at law or
in equity  (including a decree of specific  performance  and/or other injunctive
relief),  no remedy contained herein shall be deemed a waiver of compliance with
the  provisions  giving  rise to such remedy and  nothing  herein  shall limit a
Purchaser's  right to pursue  actual  damages  for any failure by the Company to
comply with the terms of this Agreement or the  Registration  Rights  Agreement.
Amounts set forth or provided  for herein and therein  with respect to payments,
conversion and the like (and the computation thereof) shall be the amounts to be
received by the Purchasers  thereof and shall not, except as expressly  provided
herein,  be subject to any other  obligation of the Company (or the  performance
thereof).  The  Company  acknowledges  that a  breach  by it of its  obligations
hereunder  and  thereunder  will cause  irreparable  harm to the  holders of the
Common Shares that the remedy at law for any such breach may be inadequate.  The
Company  therefore  agrees that,  in the event of any such breach or  threatened
breach,  the holders of the Common Shares shall be

                                      -21-
<PAGE>

entitled,  in  addition  to  all  other  available  remedies,  to an  injunction
restraining  any breach,  without the  necessity  of showing  economic  loss and
without any bond or other security being required.

            (b) Each of the Company and the  Purchasers  (i) hereby  irrevocably
submits to the  jurisdiction  of the United States District Court sitting in the
Southern District of New York and the courts of the State of New York located in
New York county for the purposes of any suit,  action or proceeding  arising out
of or relating to this  Agreement or any of the other  Transaction  Documents or
the  transactions  contemplated  hereunder or thereunder and (ii) hereby waives,
and agrees not to assert in any such suit, action or proceeding,  any claim that
it is not personally  subject to the jurisdiction of such court,  that the suit,
action or  proceeding is brought in an  inconvenient  forum or that the venue of
the  suit,  action  or  proceeding  is  improper.  Each of the  Company  and the
Purchasers  consents  to  process  being  served  in any such  suit,  action  or
proceeding  by mailing a copy thereof to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall constitute
good and  sufficient  service of process  and  notice  thereof.  Nothing in this
Section 9.2 shall affect or limit any right to serve process in any other manner
permitted by law.

         Section 9.3 Entire Agreement;  Amendment.  This Agreement  contains the
entire  understanding  and  agreement of the parties with respect to the matters
covered  hereby  and,  except  as  specifically  set  forth  herein  or  in  the
Transaction  Documents,  neither the Company nor any of the Purchasers makes any
representations, warranty, covenant or undertaking with respect to such matters,
and they supersede all prior  understandings and agreements with respect to said
subject matter,  all of which are merged herein.  No provision of this Agreement
may be waived or amended,  except that any  provision of this  Agreement  may be
waived  or  amended  by a  written  instrument  signed  by the  Company  and the
Purchasers  holding  at  least  two-thirds  (2/3)  of  the  Common  Shares  then
outstanding  which continue to be held by the  Purchasers,  and any provision of
this  Agreement may be waived other than by a written  instrument  signed by the
party against whom  enforcement  of any such  amendment or waiver is sought.  No
such amendment shall be effective to the extent that it applies to less than all
of the holders of the Common Shares then  outstanding  which continue to be held
by the Purchasers.  No  consideration  shall be offered or paid to any person to
amend or  consent to a waiver or  modification  of any  provision  of any of the
Transaction  Documents  unless the same  consideration is also offered to all of
the parties to the  Transaction  Documents or holders of Common  Shares,  as the
case may be.

         Section 9.4  Notices.  Any  notice,  demand,  request,  waiver or other
communication  required or permitted to be given  hereunder  shall be in writing
and shall be effective (a) upon hand delivery by telex (with correct answer back
received),  telecopy or facsimile at the address or number  designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by express courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:

If to the Company:                  ObjectSoft Corporation

                                      -22-
<PAGE>

                                    Continental Plaza III
                                    433 Hackensack Avenue
                                    Hackensack, NJ 07601
                                    Attn.: David E.Y. Sarna
                                    Tel.: (201) 343-9100
                                    Fax:  (201) 270-5071

                                    with copies to:

                                    Parker Chapin LLP
                                    The Chrysler Building
                                    405 Lexington Avenue
                                    New York, NY 10174
                                    Attn: Melvin Weinberg
                                    Tel: (212) 704-6000
                                    Fax: (212) 704-6288

If to any Purchaser:                At the address of such Purchaser as set
                                    forth on Exhibit A to this Agreement, with
                                    copies as specified in writing by such
                                    Purchaser:

         Any party hereto may from time to time change its address for notices
by giving at least ten (10) days written notice of such changed address to the
other party hereto.

         Section 9.5  Waivers.  No waiver by either  party of any  default  with
respect to any provision,  condition or  requirement of this Agreement  shall be
deemed  to be a  continuing  waiver  in the  future  or a  waiver  of any  other
provisions,  condition or requirement hereof, nor shall any delay or omission of
any party to exercise any right  hereunder in any manner  impair the exercise of
any such right accruing to it thereafter.

         Section 9.6 Headings.  The article,  section and subsection headings in
this Agreement are for convenience  only and shall not constitute a part of this
Agreement  for any other  purpose and shall not be deemed to limit or affect any
of the provisions hereof.

         Section 9.7  Successors and Assigns.  This  Agreement  shall be binding
upon and inure to the benefit of the parties and their  successors  and assigns.
After each Closing,  the  assignment by a party to this  Agreement of any rights
hereunder shall not affect the obligations of such party under this Agreement.

         Section 9.8 No Third Party  Beneficiaries.  This  Agreement is intended
for the benefit of the parties hereto and their respective  permitted successors
and  assigns  and is not for the  benefit  of, nor may any  provision  hereof be
enforced by, any other person.

         Section 9.9  Governing  Law.  This  Agreement  shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving  effect to the  choice of law  provisions.  This  Agreement  shall not be
interpreted  or construed  with any  presumption  against the party causing this
Agreement to be drafted.

                                      -23-
<PAGE>

         Section  9.10  Survival.  The  representations  and  warranties  of the
Company  and the  Purchasers  contained  in Article II,  with the  exception  of
Sections 2.1(o) and (s), shall survive the execution and delivery hereof and the
applicable  Closing  until the date two (2) years  from the  Closing  Date.  The
representations,  warranties,  agreements and covenants set forth in Articles I,
III, V, VII, VIII and IX, and Sections  2.1(o) and (s), of this Agreement  shall
survive  the   execution   and  delivery   hereof  and  any  Closing   hereunder
indefinitely.

         Section 9.11 Counterparts. This Agreement may be executed in any number
of  counterparts,  all of which taken together shall constitute one and the same
instrument and shall become effective when counterparts have been signed by each
party and delivered to the other parties  hereto,  it being  understood that all
parties  need not sign the same  counterpart.  In the  event  any  signature  is
delivered  by  facsimile  transmission,  the party  using such means of delivery
shall  cause  four (4)  additional  executed  signature  pages to be  physically
delivered  to the  other  parties  within  five  (5) days of the  execution  and
delivery  hereof.

         Section 9.12  Publicity.  The Company agrees that it will not disclose,
and will not  include in any public  announcement,  the name of the  Purchasers,
unless and until such  disclosure is required by law or  applicable  regulation,
and then only to the extent of such  requirement.  In addition to the foregoing,
any  disclosure  of the name of the  Purchasers  shall be  subject to review and
comment by the Purchasers prior to disclosure.

         Section 9.13  Severability.  The  provisions of this  Agreement and the
Registration  Rights Agreement are severable and, in the event that any court of
competent jurisdiction shall determine that any one or more of the provisions or
part of the provisions  contained in this Agreement or the  Registration  Rights
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision or part of a provision of this Agreement or the Registration
Rights  Agreement  shall be reformed and construed as if such invalid or illegal
or unenforceable  provision, or part of such provision, had never been contained
herein,  so that such  provisions  would be valid,  legal and enforceable to the
maximum extent possible.

         Section  9.14  Further  Assurances.  From  and  after  the date of this
Agreement, upon the request of any Purchaser or the Company, each of the Company
and the  Purchasers  shall execute and deliver such  instruments,  documents and
other writings as may be reasonably  necessary or desirable to confirm and carry
out and to  effectuate  fully the intent and  purposes  of this  Agreement,  the
Common Shares and the Registration Rights Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -24-
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorize officer as of the date first above
written.

         OBJECTSOFT CORPORATION


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


         INTERCOASTAL FINANCIAL SERVICES CORP.


         By: /s/ Roy C. Zentz
            -----------------------------------
             Name: Roy C. Zentz
             Title: President


         MOONLIGHT HOLDINGS LTD.


         By: /s/ B.A. Simmons
            -----------------------------------
            Name:Gretton Secretarial Services, Ltd.
            Title: Director


         SHORING INVESTMENTS LTD.


         By: /s/ C.B. Williams
            -----------------------------------
            Name: Turks & Crilos First Secretarial Ltd.
            Title: Secretary


         BUENA VISTA ENTERPRISES LTD.



         By: /s/ Richard Naimer            By: /s/ Neil Smollett
            ---------------------------       --------------------------
            Name: Richard Naimer              Name: Neil Smollett
            Title: Director                   Title: Director