<PAGE>

                                                                    Exhibit 10.3

                               EXCHANGE AGREEMENT

     This EXCHANGE AGREEMENT ("Agreement") is entered into as of April 16, 2003,
by and among VOXWARE, INC., a Delaware corporation (the "Company"), with
principal executive office located at 168 Franklin Corner Road, Suite 3,
Lawrenceville, New Jersey 08543, and the parties set forth on the signature
pages hereto (collectively, the "Purchasers").

                                    RECITALS

     A. The Purchasers and the Company desire that the Purchasers exchange all
outstanding shares of the Company's Series C Convertible Preferred Stock, par
value $0.001 per share (the "Series C Stock"), and warrants dated December 12,
2001 (the "Series C Warrants") to purchase shares of the Company's Common Stock,
par value $0.001 per share (the "Common Stock"), held by the Purchasers as of
the Effective Time (as defined below) for shares of the Company's Series D
Convertible Preferred Stock, par value $0.001 per share (the "Series D Stock"),
the terms of which are set forth in the Amended and Restated Certificate of
Incorporation (the "Amended and Restated Certificate") in the form attached
hereto as Exhibit "A".

     B. Contemporaneously with the Effective Time (as defined below), the
Company will be consummating the transactions contemplated by that certain
Series D Convertible Preferred Stock Purchase Agreement dated as of April 16,
2003 (the "Series D Purchase Agreement") by and among the Company and the
Purchasers named therein in the form attached hereto as Exhibit "B", including
without limitation the transactions contemplated hereby, the issuance of shares
of Series D stock and the issuance of warrants to purchase shares of Common
Stock and Series D Stock (the "Series D Warrants").

     C. As soon as practicable after the date hereof, the Company will be filing
a Proxy Statement (the "Proxy Statement") with the Securities and Exchange
Commission (the "SEC") seeking approval from the Company's stockholders of the
transactions contemplated by the Series D Purchase Agreement, including the
issuance of shares of Series D Stock.

     NOW, THEREFORE, in consideration of their respective promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Purchasers hereby agree as
follows:

<PAGE>


                                    ARTICLE I
                       EXCHANGE AND ISSUANCE OF SECURITIES

     1.1 Exchange of Series C Stock and Series C Warrants. At the Effective Time
without the requirement of any further action by any party all shares of Series
C Stock held by each of the Purchasers, together with all accrued and unpaid
dividends thereon, and all Series C Warrants held by each of the Purchasers
shall be cancelled in exchange for an aggregate of 55,895,807 shares of Series D
Stock which shall be issued to the Purchasers as set forth on Schedule 1 hereto.
At the Effective Time, the Purchasers shall surrender all certificates for
shares of Series C Stock and Series C Warrants to the Company and the Company
shall issue to the Purchasers as set forth on Schedule 1 hereto, as of the date
on which the Effective Time occurs, certificates for an aggregate of 55,895,807
shares of Series D Stock.

     1.2 Reduction in Consideration for Conversion of Stock. The shares Series D
Stock issuable pursuant to Section 1.1 above shall be proportionately reduced
for any conversions of Series C Stock by the Purchasers between the date hereof
and the Effective Time.

     1.3 Effective Time. The "Effective Time" of the Exchange shall be the time
at which the transactions contemplated by the Series D Purchase Agreement are
consummated, including without limitation, the execution of the Investor Rights
Agreement (the "Investor Rights Agreement") by the Company and the Investors
named therein (including the Purchasers) in the form attached hereto as Exhibit
"C" and the execution of the Stockholders Agreement (the "Stockholders
Agreement") by the Company and the Holders and Investors named therein
(including the Purchasers) in the form attached hereto as Exhibit "D".

                                   ARTICLE II
                   PURCHASERS' REPRESENTATIONS AND WARRANTIES

     Each of the Purchasers represents and warrants to the Company as follows:

     2.1 Purchase for Own Account. Such Purchaser is acquiring the shares of
Series D Stock and the shares of Common Stock issued upon conversion of or as
dividends upon the Series D Stock (the "Conversion Shares" and collectively with
the Series D Stock, the "Securities") for its own account and not with a view
toward, or in connection with, the public distribution thereof, and will not
resell the Securities except pursuant to sales that are exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and/or sales that are registered under the Securities Act.
Such Purchaser further represents that it does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to any third party with respect to any of the Securities. Such
Purchaser understands that it must bear the economic risk of this investment
indefinitely, unless any disposition of the Securities is registered pursuant to
the Securities Act and any

                                       2

<PAGE>

applicable  state  securities  laws or an exemption  from such  registration  is
available,  and that the Company has no present  intention  of  disposing of any
such Securities other than as contemplated by the Investor Rights Agreement.

     2.2 Transfer or Resale. Such Purchaser understands that (i) except as
provided in the Investor Rights Agreement, the Securities have not been and are
not being registered under the Securities Act or any state securities laws, and
may not be transferred unless subsequently registered thereunder or an exemption
from such registration is available; (ii) any sale of such Securities made in
reliance on Rule 144 under the Securities Act (or a successor rule) ("Rule 144")
may be made only in accordance with the terms of said Rule and further, if said
Rule is not applicable, any resale of such Securities without registration under
the Securities Act may require compliance with some other exemption under the
Securities Act or the rules and regulations of the SEC thereunder; and (iii)
neither the Company nor any other person is under any obligation to register
such Securities under the Securities Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder (in each case,
other than pursuant to the Investor Rights Agreement).

     2.3 Legends. Such Purchaser further represents that it understands and
agrees that, until registered under the Securities Act, or transferred pursuant
to the provisions of Rule 144 as promulgated by the Commission, all certificates
evidencing any of the Series D Stock or Conversion Shares shall bear a legend,
prominently stamped or printed thereon, reading substantially as follows:

          "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
     THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
     DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED,
     HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
     STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
     AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION
     FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED,
     AND APPLICABLE STATE SECURITIES LAWS."

     2.4 Authorization; Enforcement. This Agreement has been duly and validly
authorized, executed and delivered on behalf of such Purchaser and constitutes a
valid and binding agreement of such Purchaser enforceable against such Purchaser
in accordance with its terms, except as enforcement thereof may be limited by
(i) laws of general application relating to bankruptcy, insolvency moratorium,
reorganization or other similar laws, both state and federal, affecting the
enforcement of creditors' rights in general, and (ii) rules of law governing
specific performance, injunctive relief and other equitable remedies.

                                       3

<PAGE>

     2.5 Ownership of Shares. On the date of this Agreement, such Purchaser
beneficially owns such shares of Series C Stock and Series C Warrants as set
forth Schedule 1 hereto, free and clear of all claims, rights, security
interests and encumbrances.

                                  ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to each of the Purchasers that:

     3.1 Organization and Qualification. The Company and each of its
subsidiaries is a corporation duly organized, validity existing and in good
standing under the laws of the jurisdiction in which it is incorporated, and has
the requisite corporate power and authority to own its properties and to carry
on its business as now being conducted. The Company and each of its subsidiaries
is duly qualified as a foreign corporation to do business and is in good
standing in every jurisdiction where the failure to so qualify would have a
Material Adverse Effect.

     For the purpose of this agreement "Material Adverse Effect" means any
material adverse effect on (a) the business, operations, properties, financial
condition or operating results of the Company and its subsidiaries, taken as a
whole on a consolidated basis or (b) the ability of the Company to perform its
obligations under this Agreement, and the Investor Rights Agreement
(collectively, the "Investment Agreements").

     3.2 Authorization; Enforcement. (a) The Company has the requisite corporate
power and authority to (i) enter into, and perform its obligations under the
Investment Agreements, (ii) issue and perform its obligations with respect to
the Series D Stock in accordance with the terms hereof and thereof, and (iii)
issue the Conversion Shares in accordance with the terms and conditions of the
Series D Stock; (b) the execution, delivery and performance of this Agreement
and the consummation by the Company of the transactions contemplated hereby
(including without limitation the issuance of the Series D Stock, the
reservation for issuance and issuance of the number of the Conversion Shares
initially issuable pursuant to the conversion of the Series D Stock) have been
duly authorized by all necessary corporate action and no further consent or
authorization of the Company, its Board of Directors or stockholders or any
other person, body or agency is required with respect to any of the transactions
contemplated hereby or thereby (other than actions of (i) the SEC and the
Company's Board of Directors in connection with the registration of the
Conversion Shares in accordance with the Investor Rights Agreement and (ii) the
SEC and the Company's stockholders in connection with the Proxy Statement and
the approval of the matters set forth therein); (c) this Agreement has been duly
executed and delivered by the Company; and (d) this Agreement constitutes a
legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as enforcement thereof may be
limited by (i) laws of general application relating to bankruptcy, insolvency
moratorium, reorganization or other similar laws, both state and federal,
affecting the enforcement of

                                       4

<PAGE>

creditors, rights in general, and (ii) rules of law governing specific
performance, injunctive relief and other equitable remedies.

     3.3 Issuance of Shares, etc. The Series D Stock and the Conversion Shares
have been duly authorized and when issued and delivered in accordance with the
terms hereof (and, as to the Conversion Shares, in accordance with the terms of
the Series D Stock) will be validly issued, fully paid and non-assessable, free
from all taxes, liens, claims and encumbrances and are not and will not be
subject to preemptive rights or other similar rights and will not trigger any
anti-dilution or similar provisions in any securities of the Company or any
other agreements to which the Company is party which rights or provisions have
not been waived.

     3.4 No Conflicts. The execution, delivery and performance of each of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby (including the issuance of the Series D Stock and the
reservation for issuance of the Conversion Shares) do not and will not (a)
result in a violation of the Amended and Restated Certificate or By-laws of the
Company or any of its subsidiaries, (b) 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, indenture or instrument to which the Company or
any of its subsidiaries is a party (except for such conflicts, defaults,
terminations, amendments, accelerations, and cancellations as would not,
individually or in the aggregate, have a Material Adverse Effect), or (c)
assuming the accuracy of the Purchaser's representations and warranties set
forth in Article II hereof, result in a violation of any law, rule, regulation,
order, judgment or decree (including, without limitation, U.S. 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, is bound or affected. The Company is not required to obtain any
consent, authorization or order of, or make any filing or registration with, any
court or governmental agency or any regulatory or self-regulatory agency or
entity or authority in order for it to execute, deliver or perform any of its
obligations under this Agreement or to perform its obligations in accordance
with the terms hereof.

     3.5 Acknowledgment Regarding Purchasers' Acquisition of the Securities. The
Company acknowledges and agrees that each Purchaser is acting independently and
is not acting as a financial advisor or fiduciary of the Company (or in any
similar capacity) with respect to this Agreement or the transactions
contemplated hereby, that this Agreement and the transactions contemplated
hereby, and the relationship between each Purchaser and the Company is
"arms-length", and that any statement made by any Purchaser, or any of its
representatives or agents, in connection with this Agreement or the transactions
contemplated hereby, other than the representations and warranties of the
Purchasers contained herein, is not advice or a recommendation, is merely
incidental to such Purchaser's acquisition of the Securities and has not been
relied upon in any way by the Company, its officers, directors or other
representatives. The Company further represents to the Purchasers that the
Company's decision to enter into this Agreement and

                                       5

<PAGE>

the transactions contemplated hereby has been based solely on an independent
evaluation by the Company and its representatives.

     3.6 No Brokers. Except as set forth in the Series D Purchase Agreement, the
Company has taken no action that would give rise to any claim by any person for
brokerage commissions, finder's fees or similar payments by any of the
Purchasers relating to this Agreement or the transactions contemplated hereby.

                                   ARTICLE IV
                        AGREEMENTS, WAIVERS AND CONSENTS

     4.1 Approval of Amended and Restated Certificate. Each of the Purchasers
hereby approves, adopts and consents to the Amended and Restated Certificate in
the form attached hereto as Exhibit A in all respects.

     4.2 Anti-Dilution Waiver. Each of the Purchasers hereby permanently and
irrevocably waives the application of Section VIII of the Certificate of
Designations, Preferences and Rights of the Series C Convertible Preferred Stock
of the Company filed with the Secretary of State of the State of Delaware on
December 7, 2001 (the "Series C Designation") to (i) the issuance of the 10%
Convertible Debentures dated October 2, 2002 (collectively, the "Creafund
Debentures") to Creafund NV, Avvision BVBA, Eurl Val D'Ausa, BVBA Com(2)Wizards
and Wim Deneweth (collectively, the "Creafund Group") and (ii) the issuance of
shares of Series D Stock and Series D Warrants contemplated by the terms of the
Series D Purchase Agreement and this Agreement.

       4.3 Waiver of Protective Provisions. Each of the Purchasers hereby
permanently and irrevocably waives the provisions of Section XI of the Series C
Designation with respect to (i) the issuance of the Creafund Debentures and the
granting of security interests to the Creafund Group pursuant to that certain
Security Agreement dated as of October 22, 2002 and (ii) the issuance of shares
of Series D Stock and Series D Warrants contemplated by the terms of the Series
D Purchase Agreement and this Agreement.

      4.4 Waiver of Rights to Additional Shares. To the extent such rights
exist, each of the Purchasers hereby permanently and irrevocably waives any
right of first refusal or pre-emptive right it may have with respect to (i) the
issuance of the Creafund Debenture and (ii) the issuance of the Series D Stock
and Series D Warrants contemplated by the Series D Purchase Agreement and this
Agreement.

      4.5 Consent to Other Agreements. By execution of this Agreement, each
of the Purchasers hereby agrees to the terms of each of the Investor Rights
Agreement and the Stockholders Agreement and agrees to execute such agreements
in connection with the consummation of the transactions contemplated by the
Series D Purchase Agreement.

     4.6 Voting Agreement. Each of the Purchasers agrees to vote any shares
of Common Stock beneficially held by such Purchaser on the record date set forth
in the

                                       6

<PAGE>

Proxy Statement in favor of the proposals recommended by the Board of Directors
of the Company.

     4.7 Report on Form 8-K. The Company agrees to file a Current Report on Form
8-K disclosing this Agreement and the transactions contemplated hereby with the
SEC within two (2) business days following the date hereof. Such Form 8-K shall
contain this Agreement as an Exhibit.

     4.8 Restrictions on Transfers. During the period from the date hereof
through the Effective Time, none of the Purchasers shall sell, transfer, or
grant any interest in, any of the shares of Series C Stock or Series C Warrants;
provided, however, nothing contained herein shall prohibit the Purchaser from
converting any shares of Series C Stock into shares of Common Stock.

                                   ARTICLE V
                                 MISCELLANEOUS

     5.1 Governing Law; Jurisdiction. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the General Corporation
Law of the State of Delaware as to matters within the scope thereof, and as to
all other matters shall be construed and enforced in accordance with and
governed by the internal laws of the State of New Jersey, without regard to its
principles of conflicts of laws. The parties hereto irrevocably consent to the
jurisdiction of the United States federal courts located in the State of
Delaware and the state courts in the State of Delaware in any suit or proceeding
based on or arising under this Agreement or the transactions contemplated hereby
and irrevocably agree that all claims in respect of such suit or proceeding may
be determined in such courts. The Company irrevocably waives the defense of an
inconvenient forum to the maintenance of such suit or proceeding. The Company
further agrees that service of process upon the Company mailed by the first
class mail shall be deemed in every respect effective service of process upon
the Company in any suit or proceeding arising hereunder. Nothing herein shall
affect any Purchaser's right to serve process in any other manner permitted by
law. The parties hereto agree that a final non-appealable judgment in any such
suit or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on such judgment or in any other lawful manner.

     5.2 Counterparts. This Agreement may be executed in two or more
counterparts, including, without limitation, by facsimile transmission, all of
which counterparts shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered
to the other party. In the event any signature page is delivered by facsimile
transmission, the party using such means of delivery shall cause additional
original executed signature pages to be promptly delivered to the other parties.

     5.3 Headings. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.

                                       7

<PAGE>

     5.4 Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction.

     5.5 Scope of Agreement; Amendments. This Agreement and the documents and
instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein. No provision of this
Agreement may be waived other than by an instrument in writing signed by the
party to be charged with enforcement and no provision of this Agreement may be
amended other than by an instrument in writing signed by the Company and the
Purchasers.

     5.6 Notice. Any notice herein required or permitted to be given under the
terms of this Agreement shall be in writing and may be personally served or
delivered by courier or by facsimile-machine confirmed telecopy, and shall be
deemed delivered at the time and date of receipt (which shall include telephone
line facsimile transmission). The addresses for such communications shall be:

                                  If to the Company:

                                  VOXWARE, INC.
                                  Lawrenceville Office Park
                                  P.O. Box 5363
                                  Princeton, New Jersey 08543
                                  or
                                  168 Franklin Corner Road
                                  Suite 3
                                  Lawrenceville, NJ 08648
                                  Attn:  Nicholas Narlis
                                  Telephone No.: (609) 514-4100
                                  Facsimile No.: (609) 514-4101

                                  with copies to:

                                  Hale and Dorr LLP
                                  650 College Road East
                                  Princeton, NJ 08540
                                  Attn: William J. Thomas
                                  Telephone No.: (609) 750-7600
                                  Facsimile No.: (609) 750-7700

                                  If to the Purchasers:

                                  To the address set forth on Schedule 1 hereto

     Each party shall provide notice to the other party of any change in
address.

                                       8

<PAGE>

     5.7 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and assigns. The Company
shall not assign this Agreement or any rights or obligations hereunder without
the prior written consent of the Purchasers.

     5.8 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.

     5.9 Survival. The representations and warranties, covenants and agreements
in this Agreement shall survive the execution and delivery of this Agreement and
the Securities, notwithstanding any due diligence investigation conducted by or
on behalf of the Purchasers.

     5.10 Public Filings; Publicity. On the same day as the Company files the
Form 8-K required pursuant to Section 4.7, the Company shall issue a press
release with respect to the transactions contemplated hereby. The Company and
the Purchasers shall have the right to review reasonably in advance of the
issuance any press releases (including the foregoing press release), SEC or
other filings, or any other public statements, with respect to the transactions
contemplated hereby and all reasonable comments by the Purchasers with respect
thereto shall be implemented; provided, however, that the Company shall be
entitled, without the prior approval of the Purchasers, to make any press
release or SEC, Nasdaq, NASD or exchange filings with respect to such
transactions as is required by applicable law and regulations (although the
Purchasers shall (to the extent time permits) be consulted by the Company in
connection with any such press release prior to its release and shall be
provided with a copy thereof).

     5.11 Further Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

     5.12 Remedies, Characterizations, Other Obligations, Breaches and
Injunctive Relief. The remedies provided in this Agreement shall be cumulative
and in addition to all other remedies available under this 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 actual damages for any failure by the Company to comply
with the terms of this Agreement. Amounts set forth or provided for herein with
respect to payments and the like (and the computation thereof) shall be the
amounts to be received by the Purchasers and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the
performance thereof).

                                       9

<PAGE>

     5.13 Failure or Indulgence Not Waiver. No failure or delay on the part of a
Purchaser in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.

     5.14 Termination. In the event that the Effective Time shall not have
occurred on or before June 30, 2003, unless the parties agree otherwise, this
Agreement shall terminate at the close of business on such date. Notwithstanding
any termination of this Agreement, any party not in breach of this Agreement
shall preserve all rights and remedies it may have against the other party
hereto for a breach of this Agreement prior to or relating to the termination.

     5.15 Joint Participation in Drafting. Each party to this Agreement has
participated in the drafting of this Agreement. As such, the language used
herein and therein shall be deemed to be the language chosen by the parties
hereto to express their mutual intent and no rule of strict construction shall
be applied against any party to this Agreement.

                    [REMAINDER OF PAGE INTENTIONALLY BLANK]

                                       10

<PAGE>

     IN WITNESS WHEREOF, the undersigned Purchaser and the Company have caused
this Agreement to be duly executed as of the date first above written.

     COMPANY:

     VOXWARE, INC.


     By: /s/ Bathsheba J. Malsheen
         --------------------------------------
     Bathsheba J. Malsheen
        President and Chief Executive Officer

     PURCHASERS:

     /s/ Mukesh Agarwal                      /s/ Michael Ettinger
     ------------------------------------    -----------------------------------
     Mukesh Agarwal                          Michael Ettinger

     /s/ Yildiray Albayrak                   /s/ Kenneth M. Finkel
     ------------------------------------    -----------------------------------
     Yildiray Albayrak                       Kenneth M. Finkel

     /s/ Mark Wentworth Foster-Brown         /s/ William H. B. Hamill
     ------------------------------------    -----------------------------------
     Mark Wentworth Foster-Brown             William H. B. Hamill

     /s/ Juergen C. H. Lemmermann            /s/ Sherri L. Meade
     ------------------------------------    -----------------------------------
     Juergen C. H. Lemmermann                Sherri L. Meade

     /s/ David B. Levi                       /s/ Nicholas Narlis
     ------------------------------------    -----------------------------------
     David B. Levi                           Nicholas Narlis

     /s/ Elliot S. Schwartz                  /s/ Donald H. Siegel
     ------------------------------------    -----------------------------------
     Elliot S. Schwartz                      Donald H. Siegel

     /s/ Raymond E. Tropiano                 /s/
     ------------------------------------    -----------------------------------
     Raymond E. Tropiano                     Scott D. Turban

<PAGE>

     PURCHASERS:

     BURNBRAE LTD.


     By: /s/
        ---------------------------------
        Name:
        Title:


     DIATHERMI INVESTMENT LTD.


     By: /s/
        ---------------------------------
        Name:
        Title:


     J T HOAGLAND LLC


     By: /s/
        ---------------------------------
        Name:
        Title:


     PICTET PRIVATE EQUITY INVESTORS SA


     By: /s/
        ---------------------------------
        Name:
        Title:


     SCORPION NOMINEES LIMITED


     By: /s/ William Spencer
        ---------------------------------
        Name: William Spencer
        Title: Director

<PAGE>

                                   SCHEDULE I

<TABLE>
<CAPTION>
                                             Amount of Investment   Number of Shares of
                                               to be Converted        Series D Stock
       Name and Address of Purchaser                 ($)              to be Received
       -----------------------------         --------------------   -------------------
<S>                                               <C>                     <C>
Mukesh Agarwal                                     42,784.44              1,380,143
20 Quail Run
Warren, NJ 07059
Telephone: 732-302-1409
Fax: 509-691-2517

Yildiray Albayrak                                  21,392.22                690,072
87 Country Club Road
Dedham, MA02026
Telephone: 781-329-3879

Burnbrae Ltd.                                      80,220.83              2,587,769
3rd Floor, 16-18 Ridgeway Street
Douglas, Isle of Man IM1 1EN
Telephone: +44-1624-640-201
Fax:: +44-1624-614-475

Diathermi Investment Ltd.                          26,740.28                862,590
52 Reid Street
Hamilton HM12, Bermuda
Telephone: 441-295-9294
Fax: 441-292-8899

Michael Ettinger                                    8,022.08                258,777
4545 Bedford Avenue
Brooklyn, NY 11235
Telephone: 718-332-8579

Kenneth M. Finkel etal.                            10,696.11                345,036
2923 Brendon Way
Waukesha, WI 53188
Telephone: 262-547-4708
Fax: 262-549-9306

Mark Wentworth Foster-Brown                       106,961.11              3,450,358
13 Horbury Crescent
London W11 3NF, UK
Telephone: +44-207-243-1701
Fax: +44-207-243-1762

William H. B. Hamill                               53,480.56              1,725,178
974 Lawrenceville Road
Princeton, NJ 08540
Telephone: 609-924-4522
Fax: 609-921-9502
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                             Amount of Investment   Number of Shares of
                                               to be Converted        Series D Stock
       Name and Address of Purchaser                 ($)              to be Received
       -----------------------------         --------------------   -------------------
<S>                                               <C>                    <C>
J T Hoagland LLC                                  106,961.11              3,450,358
PO Box 22188
Lansing, MI 48909
Telephone: 517-882-5685

Juergen C. H. Lemmermann                            5,348.06                172,518
548 South Street
Carlisle, MA 01741
Telephone:  978-369-9784
Fax: 617-576-2123

David B. Levi                                     213,922.22              6,900,717
366 Massachusetts Avenue
Arlington, MA 02474
Telephone: 781-646-9195
Fax: 781-646-9997

Sherri L. Meade                                    10,696.11                345,036
195 Kennedy Road
Leeds, MA 01053
Telephone:  617-349-0797
Fax: 617-576-2733

Nicholas Narlis                                     5,348.06                172,518
70 Country Squire Way
Somerville, NJ 08876
Telephone: 609-865-6388
Fax: 609-514-4103

Pictet Private Equity Investors SA                160,441.67              5,175,538
Pictet & Co
Bd Georges-Favon 29
CH 1204 Geneva, Switzerland
Attn: Mario Cattaneo
Telephone: +41-22-318-1834

Elliot S. Schwartz                                  8,022.08                258,777
4 Block Court
Randolph, NJ 07869
Telephone: 973-895-2438

Scorpion Nominees Limited                         748,727.78             24,152,509
85 Reid Street
Hamilton HM12, Bermuda
Telephone: 441-295-7401
Fax: 441-296-4283
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                             Amount of Investment   Number of Shares of
                                               to be Converted        Series D Stock
       Name and Address of Purchaser                 ($)              to be Received
       -----------------------------         --------------------   -------------------
<S>                                                <C>                    <C>
Donald H. Siegel                                   10,696.11                345,036
122 Neholden Road
Waban, MA 02468
Telephone:  617-965-4562
Fax:  617-722-4954

Raymond E. Tropiano                                26,740.28                862,590
66 Country Squire Way
Branchburg, NJ 08876
Telephone:  908-725-1028
Fax:  908-725-0721

Scott D. Turban                                    85,568.89              2,760,287
2363 Robbletork Lane
Northfield, IL 60093
Telephone:  847-446-8078
Fax:  847-784-1064
</TABLE>