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                                                                  Exhibit 10.1
                                WAIVER AGREEMENT


         WAIVER AGREEMENT (the "AGREEMENT"), dated as of February 2, 2001, by
and among Worldwide Xceed Group, Inc. (f/k/a Xceed Inc.), a Delaware
corporation, with its principal place of business located at 233 Broadway, New
York, New York 10279, (the "COMPANY"), and the investors listed on the SCHEDULE
OF INVESTORS attached hereto (individually, an "INVESTOR" and collectively, the
"INVESTORS").

         WHEREAS:

         A.    The Company, the Investors and certain other entities (the "OTHER
INVESTORS") have entered into that certain Subscription Agreement, dated as of
January 13, 2000 (the "SUBSCRIPTION AGREEMENT"), pursuant to which each of the
Investors purchased from the Company (or subsequently from other of the
Investors) shares of the Company's Series A Cumulative Convertible Preferred
Stock (the "PREFERRED SHARES") which are convertible into shares (the
"CONVERSION SHARES") of the Company's common stock, par value $0.01 per share
(the "COMMON STOCK"), in accordance with the terms of the Company's Certificate
of Designation, Preferences and Rights of Series A Cumulative Convertible
Preferred Stock filed with the Secretary of State of the State of Delaware on
January 13, 2000 (the "CERTIFICATE OF DESIGNATION") and warrants (the "OLD
WARRANTS") to purchase shares of Common Stock.

         B.    On April 4, 2000, the Company issued additional warrants,
substantially in the form of the Old Warrants, to certain of the Investors and
the Other Investors (the "ADDITIONAL WARRANTS" and, collectively with the Old
Warrants, the "WARRANTS");

         C.    The Company and each of the Investors, have entered into that
certain Registration Rights Agreement, dated as of January 13, 2000, (the
"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company agreed to
provide certain registration rights under the Securities Act of 1933, as amended
(the "1933 ACT") and the rules and regulations promulgated thereunder; and

         D.    Each Investor wishes to limit conversions under the Certificate
of Designations and to waive, upon the terms and conditions stated in this
Agreement, certain rights with respect to, and provisions of, the Certificate of
Designation, the Subscription Agreement and the Registration Rights Agreement.

         NOW THEREFORE, the Company and each of the Investors, severally and not
jointly, hereby agree as follows:


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1.       WAIVER

         1.1        WAIVER EFFECTIVENESS DATE. The effectiveness (the
               "EFFECTIVENESS") of the waivers, covenants, releases and other
               agreements in Sections 5 and 14 shall be on a date which is five
               (5) business days after the date hereof or such later date as may
               be mutually agreed to in writing by the Company and each of the
               Investors (the "EFFECTIVENESS DATE"); provided that all
               conditions precedent to the obligations of the Investors and the
               Company to the Effectiveness set forth herein shall have been
               satisfied or waived in writing. In addition, on the Effectiveness
               Date, the Investors shall deliver to the Company and the Company
               shall redeem all Warrants held by the Investors for cash in the
               aggregate equal to $1.00. Assuming that pursuant to the
               Subscription Agreement the Company issued such Investor (or the
               purchaser from which such Investor acquired the Warrants) the
               Warrants held by such Investor free and clear of any taxes,
               security interest, liens, encumbrances, claims and demands of any
               kind whatsoever, such Investor shall transfer such Warrants to
               the Company, free and clear of any restrictions on transfer,
               taxes, security interest, liens, encumbrances and demands of any
               kind whatsoever.

         1.2        CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY AT
               EFFECTIVENESS. The obligations of the Company in Sections 5 and
               14 are subject to the satisfaction at or before the Effectiveness
               of each of the conditions set forth below. Each of these
               conditions are for the Company's sole benefit and may be waived
               in writing by the Company with respect to any or all Investors at
               any time in its sole discretion.

               (a)  ACCURACY OF THE INVESTORS' REPRESENTATIONS AND WARRANTIES.
                    The representations and warranties of each Investor shall be
                    true and correct in all material respects as of the date
                    when made and in all material respects as of the
                    Effectiveness Date as though made at each such time.

               (b)  PERFORMANCE BY THE INVESTORS. Each Investor 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 Investor at or prior to the Effectiveness.

               (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 or adversely effects any of the transactions
                    contemplated by this Agreement, and no proceeding shall have
                    been commenced which may have the effect of prohibiting or
                    adversely affecting any of the transactions contemplated
                    hereby and thereby.


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               (d)  WAIVER BY OTHER INVESTORS. Each of the Other Investors shall
                    have agreed to limit conversions and waive their rights with
                    respect to the Subscription Agreement, the Registration
                    Rights Agreement and the Certificate of Designations (the
                    "TRANSACTIONS DOCUMENTS") on terms substantially similar to
                    this Agreement.

               (e)  OFFICER'S CERTIFICATE. The Company shall have received a
                    certificate, executed by an authorized signatory of each
                    Investor, dated as of the Effectiveness Date, to the effect
                    that the conditions set forth in Sections 1.2(a) and 1.2(b)
                    above are satisfied.

         1.3        CONDITIONS PRECEDENT TO THE OBLIGATION OF THE INVESTORS AT
               EFFECTIVENESS. The obligations of each of the Investors in
               Section 14 are subject to the satisfaction at or before the
               Effectiveness of each of the conditions set forth below. Each of
               these conditions is for each Investor's sole benefit and may be
               waived in writing by each such Investor at any time in its sole
               discretion (any such waiver shall have effect only with respect
               to the waiving Investor).

               (a)  ACCURACY OF THE COMPANY'S REPRESENTATIONS AND WARRANTIES.
                    The representations and warranties of the Company shall be
                    true and correct in all material respects as of the date
                    when made and in all material respects as of the
                    Effectiveness Date as though made at such time.

               (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 Effectiveness.

               (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 or adversely effects any of the transactions
                    contemplated by this Agreement, and no proceeding shall have
                    been commenced which may have the effect of prohibiting or
                    adversely affecting any of the transactions contemplated
                    hereby and thereby.

               (d)  LEGAL OPINION. The Company shall have delivered to the
                    Investors an opinion of Hale and Dorr LLP, counsel to the
                    Company, substantially in the form of EXHIBIT C annexed
                    hereto, dated the Effectiveness Date.

               (e)  OFFICER'S CERTIFICATE. Each Investor shall have received a
                    certificate, executed by the Chief Executive Officer of the
                    Company, dated as of the


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                    Effectiveness Date, to the effect that the conditions set
                    forth in Sections 1.3(a) and 1.3(b) above are satisfied.

               (f)  RESERVATION OF SHARES. On or prior to the Effectiveness
                    Date, the Company shall have duly reserved a number of
                    Conversion Shares equal to the Maximum Conversion Share
                    Number (as defined in Section 4.1) to be reserved for
                    issuance upon conversion of the Preferred Shares.

               (g)  SECRETARY'S CERTIFICATE. The Company shall have delivered to
                    the Investors a certificate in form and substance reasonably
                    satisfactory to each Investor, executed by the secretary of
                    the Company, certifying as to the truth and accuracy of the
                    certificate of incorporation of the Company (the
                    "CERTIFICATE OF INCORPORATION"), as in effect on the
                    Effectiveness Date, the Bylaws of the Company, as in effect
                    on the Effectiveness Date, and the resolutions duly adopted
                    by the Board of Directors authorizing and approving the
                    execution and delivery of this Agreement and the
                    consummation of the transactions contemplated hereby.

               (h)  GOOD STANDING. On or prior to the Effectiveness Date, the
                    Company shall have delivered to the Investors a long-form
                    certificate of good standing and tax status of the Company,
                    certified as of a recent date by the Secretary of State of
                    the State of Delaware.

2.       REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

         Each Investor, with respect only to itself,  represents and warrants to
the Company that:

         2.1        AUTHORITY. This Agreement has been duly authorized and
               validly executed and delivered by the Investor and is a legal,
               valid and binding obligation of the Investor, enforceable against
               the Investor in accordance with its terms, except as such
               enforceability may be limited by applicable bankruptcy,
               insolvency, or similar laws relating to, or affecting generally
               the enforcement of, creditors' rights and remedies or by other
               equitable principles of general application.

         2.2        NO BROKERS. The Investor has taken no action which would
               give rise to any claim by any person for brokerage commissions,
               finder's fees or similar payments by the Company relating to this
               Agreement or the transactions contemplated hereby.

         2.3        OWNERSHIP OF PREFERRED SHARES AND WARRANTS. The Investor is
               the sole record and beneficial owner of the number of Preferred
               Shares and Warrants set forth opposite such Investor's name on
               the SCHEDULE OF INVESTORS.


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3.       REPRESENTATIONS AND WARRANTIES OF COMPANY

         The Company represents and warrants to each Investor that:

         3.1        EXCHANGE ACT FILINGS. The Company has registered its Common
               Stock pursuant to Section 12(b) or 12(g) of the Exchange Act and
               is in full compliance with all reporting requirements of the
               Exchange Act.

         3.2        VALID ISSUANCE OF CAPITAL STOCK.

               (a)  The Company has an authorized capitalization consisting of
                    100,000,000 shares of Common Stock and 1,000,000 shares of
                    preferred stock, par value $0.05 per share. The Company has
                    issued and outstanding on the date hereof 48,299,054 shares
                    of Common Stock, of which 20,000 shares are held in
                    treasury, and 23,115 shares of Series A Preferred Stock. As
                    of the date hereof, the Company has outstanding the
                    following securities convertible into (other than its Series
                    A Preferred Stock) or exercisable or exchangeable for Common
                    Stock (the "DERIVATIVE SECURITIES"): (i) options to purchase
                    8,204,861 shares of Common Stock; and (ii) other than the
                    Warrants, warrants to purchase 4,726,562 shares of Common
                    Stock.

               (b)  All of the issued shares of capital stock of the Company
                    have been duly and validly authorized and issued and are
                    fully paid and non-assessable. Upon conversion of the
                    Preferred Shares, in accordance with its terms, the
                    Conversion Shares will be validly issued, fully paid and
                    nonassessable and free from all taxes, liens and charges
                    with respect to the issuance thereof, with the holders
                    thereof being entitled to all rights accorded to holders of
                    Common Stock. The holders of outstanding shares of capital
                    stock of the Company are not and shall not be entitled to
                    preemptive or other rights afforded by the Company to
                    subscribe for the capital stock or other securities of the
                    Company as a result of the issuance of Conversion Shares
                    upon the conversion or exercise thereof.

               (c)  Other than as set forth in Section 3.2(a) and options and
                    shares that may be issued pursuant to the Company's stock
                    option plans as in effect on the date hereof: (i) no shares
                    of the Company's capital stock are subject to preemptive
                    rights or any other similar rights or any liens or
                    encumbrances created or imposed by the Company other than
                    issued and outstanding shares of Common Stock held in escrow
                    in connections with the Company's acquisition of each of
                    Catalyst Consulting Services, Inc., Distributed Systems
                    Solutions, Inc. and Big Theory LLC; (ii) there are no
                    outstanding debt securities issued by the Company which are
                    convertible into Common Stock; (iii) there are no


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                    outstanding options, warrants, scrip, rights to subscribe
                    to, calls or commitments of any character whatsoever
                    relating to, or securities or rights convertible into, any
                    shares of capital stock of the Company (or any subsidiary of
                    the Company (each hereinafter referred to as a "SUBSIDIARY"
                    and collectively, the "SUBSIDIARIES"), or contracts,
                    commitments, understandings or arrangements by which the
                    Company or any Subsidiary is or may become bound to issue
                    additional shares of capital stock of the Company or any
                    Subsidiary or options, warrants, scrip, rights to subscribe
                    to, calls or commitments of any character whatsoever
                    relating to, or securities or rights convertible into, any
                    shares of capital stock of the Company or any Subsidiary
                    other than shares that may be issuable in connection with
                    the acquisition of the Company's subsidiary, Pulse
                    Interactive B.V., based on financial performance; (iv) there
                    are no agreements or arrangements under which the Company
                    (or any Subsidiary) has any outstanding obligation to
                    register the sale of any of their securities under the 1933
                    Act (except the Registration Rights Agreement, the
                    registration rights agreement among the Company and certain
                    shareholders of Zabit & Associates, Inc., the Subscription
                    Agreement between the Company and Spherion Corporation dated
                    as of April 27, 2000, the Warrant Agreement between the
                    Company and Spherion Corporation dated as of November 15,
                    2000, the Warrant issued to Hilton Hotels Corporation dated
                    as of October 6, 2000 and pursuant to certain employee stock
                    option agreements); (v) there are no outstanding securities
                    of the Company or any Subsidiary which contain any
                    redemption or similar provisions, and there are no
                    contracts, commitments, understandings or arrangements by
                    which the Company or any Subsidiary is or may become bound
                    to redeem a security of the Company or any Subsidiary; (vi)
                    there are no securities or instruments containing
                    anti-dilution or similar provisions that will be triggered
                    by the issuance of the Conversion Shares as described in
                    this Agreement; and (vii) the Company does not have any
                    stock appreciation rights or "phantom stock" plans or
                    agreements or any similar plan or agreement.

               (d)  All of the authorized shares of capital stock of each
                    Subsidiary are owned by the Company, free and clear of any
                    lien, charge, security interest, encumbrance, adverse claim
                    or other restriction, and all the issued and outstanding
                    shares of capital stock of the Subsidiaries are validly
                    issued and are fully paid, non-assessable and free of
                    preemptive and similar rights. Except as otherwise set forth
                    in this Section 3.3 hereto, there are no outstanding
                    agreements or commitments requiring the Company or any
                    Subsidiary to issue capital stock or Derivative Securities.


                                       6

<PAGE>

         3.3        ORGANIZATION AND QUALIFICATION. The Company is a corporation
               duly organized, validly existing and in good standing under the
               laws of the State of Delaware and has the requisite corporate
               power to own its properties and assets and to carry on its
               business as now being conducted. Each Subsidiary is a corporation
               duly organized, validly existing and in good standing under the
               laws of its respective state of organization, with the requisite
               corporate power to own its properties and assets and to carry on
               its business as now being conducted. 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 other than those jurisdictions
               in which the failure so to qualify would not have a Material
               Adverse Effect. "MATERIAL ADVERSE EFFECT" means any material
               adverse effect on the business, operations, properties, cash
               flows, prospects or condition (financial or otherwise) of the
               Company and the Subsidiaries taken as a whole and any condition
               or situation which would prohibit or otherwise materially
               adversely interfere with the ability of the Company to enter into
               and perform its obligations under the Transaction Documents.

         3.4        AUTHORIZATION; ENFORCEMENT. (a) The Company has the
               requisite corporate power and authority to enter into and perform
               this Agreement, to issue the Conversion Shares in accordance with
               the terms hereof and to perform its obligations under the
               Certificate of Designation and its Certificate of Incorporation;
               (b) the execution and delivery of this Agreement and the
               consummation by the Company of the transactions contemplated
               hereby have been duly authorized by all necessary corporate
               action, and no further consent or authorization of the Company or
               its Board of Directors or stockholders is required; (c) this
               Agreement has been duly executed and delivered by the Company;
               and (d) this Agreement constitutes legal, valid and binding
               obligations of the Company enforceable against the Company in
               accordance with its terms.

         3.5        NO BROKERS. The Company has not taken any action which would
               give rise to a claim by any person for brokerage commissions,
               finder's fees or similar payments by any Investor relating to
               this Agreement or the transactions contemplated hereby.

         3.6        NO CONFLICTS. The execution, delivery and performance of
               this Agreement and consummation of the transactions contemplated
               hereby (including the conversion of the Preferred Shares and the
               issuance of the Conversion Shares upon conversion of the
               Preferred Shares) do not and will not: (i) result in a violation
               of the Certificate of Incorporation, as in effect on the date
               hereof, and the Company's Bylaws, as in effect on the date hereof
               (the Certificate of Incorporation and the Company's Bylaws are
               collectively referred to herein as the "CHARTER DOCUMENTS"); or
               (ii) result in the creation of any lien, charge, security


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               interest or encumbrance upon any of the assets of the Company or
               any Subsidiary pursuant to the terms or provisions of or,
               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, credit facility or
               instrument to which the Company or any Subsidiary is a party, or
               result in a violation of any federal, state, local or foreign
               law, rule, regulation, order, judgment or decree (including
               federal and state securities laws and regulations) applicable to
               the Company or any Subsidiary or by which any property or asset
               of the Company or any Subsidiary is bound or affected, except, in
               the case of clause (ii) for such conflicts, defaults,
               terminations, amendments, accelerations, cancellations and
               violations as would not, individually or in the aggregate, have a
               Material Adverse Effect. The Company is not required under
               federal, state or local law, rule or regulation in the United
               States to obtain any consent, authorization or order of, or make
               any filing or registration with, any court or governmental or
               self-regulatory agency in order for it to execute, deliver or
               perform any of its obligations under this Agreement in accordance
               with the terms hereof .

         3.7        EXCHANGE ACT REPORTS. The Company has filed all reports
               required to be filed by it under the Exchange Act, including
               pursuant to Section 13(a) or 15(d) thereof, since August 31, 1995
               (the foregoing materials being collectively referred to herein as
               the "EXCHANGE ACT REPORTS"). Except for this Agreement and
               similar transactions between the Company and the Other Investors,
               which information will be publicly disclosed by the Company on or
               before 8:30 a.m. Eastern Time, on the second business day
               following the date of execution of this Agreement, but not later
               than the Company's first public announcement of the execution of
               this Agreement or the transactions contemplated by this
               Agreement, by means of the filing of a Form 8-K pursuant to
               Section 5.2 hereof, the Company has not provided to the Investors
               any information which, according to applicable law, rule or
               regulation, should have been disclosed publicly by the Company
               but which has not been so disclosed. As of their respective
               dates, the Exchange Act Reports complied in all material respects
               with the requirements of the Exchange Act and the rules and
               regulations of the SEC promulgated thereunder and other
               applicable federal, state and local laws, rules and regulations,
               and none of the Exchange Act Reports contained any untrue
               statement of a material fact or omitted to state a material fact
               required to be stated therein or necessary in order to make the
               statements therein, in light of the circumstances under which
               they were made, not misleading. The Company has filed (including
               filing such documents by incorporation by reference) all
               agreements or documents to which the Company is a party that are
               required to be filed as exhibits to the Exchange Act Reports.


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         3.8        EFFECTIVENESS OF SEC FILINGS. The SEC has not issued any
               stop order or other order suspending the effectiveness of any
               registration statement filed by the Company or the Subsidiary
               under the Exchange Act or the 1933 Act.

         3.9        COMPLIANCE WITH INSTRUMENTS, ETC. The Company (or the manner
               in which it conducts its business) is not in breach or violation
               of, or in default under, any term or provision of its Charter
               Documents.

4.       COVENANTS OF EACH INVESTOR

         4.1        CONVERSION OF PREFERRED SHARES. The Investors shall not
               submit conversion notices for, and the Company shall not have the
               obligation to issue shares of Common Stock for the conversion of,
               Preferred Shares in excess of that number of Preferred Shares
               which, in the aggregate, would result in the issuance of more
               than 8,500,000 shares of Common Stock (the "MAXIMUM CONVERSION
               SHARE NUMBER"); provided, however, that this limitation shall not
               apply in the event that the Effectiveness shall not have occurred
               on or before the date which is five (5) business days after the
               date of this Agreement (or such later date as mutually agreed in
               writing by the Company and each of the Investors). The Investors
               shall not transfer any of the Preferred Shares or Warrants or any
               rights in the Preferred Shares or Warrants to any person or
               entity unless such transferee shall first have agreed in writing
               to be bound by the provisions of this Agreement as if such
               transferee were a party hereto and any assignment in violation of
               this sentence shall be null and void. If the Company shall at any
               time subdivide (by stock split, stock dividend, recapitalization
               or otherwise) or combine (by reverse stock split, recombination
               or otherwise) its outstanding shares of Common Stock into a
               greater or lesser number of shares, the Maximum Conversion Share
               Number in effect immediately prior to such subdivision or
               combination shall be proportionately adjusted to reflect such
               subdivision or combination, as the case may be. Upon delivery by
               the Company to the Investors of an aggregate of number of shares
               of Common Stock equal to the Maximum Conversion Share Number upon
               conversion of Preferred Shares by Investors after the date of
               this Agreement and in the event that he Effectiveness shall have
               occurred on or before the date which is five (5) business days
               after the date of this Agreement (or such later date as mutually
               agreed in writing by the Company and each of the Investors), each
               Investor shall promptly deliver to the Company all stock
               certificates representing the remaining Preferred Shares (the
               "REMAINING PREFERRED SHARES"). Assuming that pursuant to the
               Subscription Agreement the Company issued such Investor (or the
               purchaser from which the Investor acquired the Remaining
               Preferred Shares) the Remaining Preferred Shared held by such
               Investor free and clear of any taxes, security interest, liens,
               encumbrances, claims or demands of any kind whatsoever, at the
               time the Remaining Preferred Shares are delivered to the Company
               pursuant to this Section 4.1, such Investor shall


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               hold the Remaining Preferred Shares, and shall transfer such
               Remaining Preferred Shares, duly endorsed in blank, to the
               Company, free and clear of any restrictions on transfer, taxes,
               security interest, liens, encumbrances and demands of any kind
               whatsoever.

5.       COVENANTS OF THE COMPANY

         5.1        EXCHANGE ACT REGISTRATION. The Company will use its best
               efforts: (a) to cause its Common Stock to continue to be
               registered under Section 12(b) or 12(g) of the Exchange Act; (b)
               to comply in all material respects with its reporting and filing
               obligations under the Exchange Act; and (c) not to take any
               action or file any document (whether or not permitted by the
               Exchange Act or the rules and regulations thereunder) to
               terminate or suspend such registration or to terminate or suspend
               its reporting and filing obligations under the Exchange Act.

         5.2        FILING OF CURRENT REPORT ON FORM 8-K. On or before
               8:30 a.m., Eastern Time, on the second business day following the
               date of execution of this Agreement, but not later than the
               Company's first public announcement of the execution of this
               Agreement or the transactions contemplated by this Agreement, the
               Company shall file with the SEC a Current Report on Form 8-K in a
               form reasonably acceptable to the Investors describing the terms
               of this Agreement, including, without limitation, by including as
               exhibits to such Form 8-K this Agreement. In addition, on or
               before 8:30 a.m., Eastern Time on the second business day
               following the Effectiveness Date, but not later than the
               Company's first public announcement thereof, the Company shall
               file with the SEC a Current Report on Form 8-K in a form
               reasonably acceptable to the Investors describing the terms of
               the transaction consummated at the Effectiveness or that the
               Effectiveness did not occur, as the case may be.

         5.3        EXPENSES; FEES. Subject to Section 8 below, at the
               Effectiveness, the Company shall pay a nonacountable expense
               allowance of $1,730 to HFTP Investment L.L.C. (an Investor) or
               its designee(s) and $50,270 to Gaia Offshore Master Fund, Ltd.
               (an Investor) or its designee(s), by wire transfer of immediately
               available funds in accordance with each such Investor's written
               wire instructions.

6.       PAYMENT SET ASIDE

         To the extent that the Company makes a payment or payments to any
Investor hereunder or pursuant to the Subscription Agreement, Registration
Rights Agreement or the Certificate of Designation or any Investor enforces or
exercises its rights hereunder or thereunder, and such payment or payments or
the proceeds of such enforcement or exercise or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise
restored to the Company, a


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trustee, receiver or any other person under any law (including, without
limitation, any bankruptcy law, state or federal law, common law or equitable
cause of action) by the court of competent jurisdiction in a final
non-appealable judgment, then to the extent of any such restoration the
obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force or effect as if such payment had not been made or
such enforcement or set-off had not occurred.

7.       WAIVER OF CERTAIN RIGHTS UNDER THE REGISTRATION RIGHTS AGREEMENT

         Provided that the Effectiveness Date occurs on or before the date which
is five (5) business days after the date of this Agreement (or such later date
as may be mutually agreed in writing by the Company and each Investor), each
Investor severally waives any right it may have (i) to receive any payments
pursuant to Section 2(c) of the Registration Rights Agreement and (ii) to
receive a reduction in the Conversion Price (as defined in the Certificate of
Designations) of the Preferred Shares in the event of an Excess Blocking Period
(as defined in the Registration Rights Agreement) pursuant to Section 5A(b) of
the Registration Rights Agreement. Notwithstanding the foregoing, the waiver
contained in this Section 7 shall be void and of no further force or effect on
or after the first date after the Effectiveness Date on which there occurs a
Conversion Default (as defined below).

         For purposes of this Agreement, a "CONVERSION DEFAULT" shall be deemed
to have occurred in the event that the Company (1) notifies an Investor directly
in writing or pursuant to a public disclosure, including but not limited to a
press release, that the Company cannot or does not intent to issue shares of
Common Stock upon conversion of the Preferred Shares tendered in accordance with
the Certificate of Designation; or (2) fails to issue shares of Common Stock for
any reason to an Investor prior to the tenth (10th) business day after the date
of receipt by the Company of a Conversion Notice (as defined in the Certificate
of Designation) delivered by an Investor in accordance with the Series A
Certificate of Incorporation or, in the case of a Merger Conversion Election
Conversion pursuant to Section 10 on the Merger Transaction Closing Date,
including, without limitation, because the Company (x) does not have a
sufficient number of shares of Common Stock or other securities authorized and
available or (y) is otherwise prohibited by applicable law or by the rules and
regulations of any stock exchange, interdealer quotation system or other
self-regulatory organization with jurisdiction over the Company or its
securities from issuing all of the Common Stock which is to be issued to an
Investor.


8.       WAIVER OF CERTAIN RIGHTS UNDER THE CERTIFICATE OF DESIGNATIONS

         8.1        RIGHTS TO DIVIDENDS AND OTHER DISTRIBUTIONS. Provided that
               the Effectiveness Date occurs on or before the date which is five
               (5) business days after the date of this Agreement (or such later
               date as may be mutually agreed in writing by the Company and each
               Investor), each Investor severally agrees to waive its right (a)
               to receive dividends on the Preferred Shares pursuant to Section


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<PAGE>

               2 of the Certificate of Designation and (b) to any adjustment for
               dividends and other distributions pursuant to Section 9(c) of the
               Certificate of Designation; provided, however, that each Investor
               who holds Preferred Shares shall be entitled to any dividends or
               other distributions by the Company to the same extent as if such
               Investor had converted its Preferred Shares into Common Stock
               (except as may be limited by Section 4.1) on the record date for
               such dividend or other distribution, and payments thereof shall
               be made concurrently with the dividend or other distribution to
               the holders of Common Stock. Notwithstanding the foregoing, the
               waiver contained in this Section 8.1 shall be void and of no
               further force or effect on and after the first day after the
               Effectiveness Date on which there occurs a Conversion Default.

         8.2        RIGHTS TO PREVENT THE ISSUANCE OF PARITY SECURITIES.
               Provided that the Effectiveness Date occurs on or before the date
               which is five (5) business days after the date of this Agreement
               (or such later date as may be mutually agreed in writing by the
               Company and each Investor), each Investor severally agrees to
               waive its right to prevent the issuance of (a) any Parity
               Securities (as defined in the Certificate of Designations) or (b)
               any capital stock that ranks senior to the Preferred Shares in
               respect of dividends, each as provided in clause (iii) of Section
               3(b) of the Certificate of Designation. Notwithstanding the
               foregoing, the waiver contained in this Section 8.2 shall be void
               and of no further force or effect on or after the first date
               after the Effectiveness Date on which there occurs a Conversion
               Default.

         8.3        RIGHTS TO REDEMPTION UPON AN EXTRAORDINARY TRANSACTION.
               Provided that the Effectiveness Date occurs on or before the date
               which is five (5) business days after the date of this Agreement
               (or such later date as may be mutually agreed in writing by the
               Company and each Investor), each Investor severally agrees not to
               exercise its right to (a) redeem the Preferred Shares pursuant to
               Section 5(a) of the Certificate of Designation as of the
               effective date of an Extraordinary Transaction (as defined in
               Section 4 of the Certificate of Designation), except with respect
               to an Extraordinary Transaction described in clause (i) of
               Section 4 of the Certificate of Designation or (b) an adjustment
               of the Ceiling Price (as defined in the Certificate of
               Designation) pursuant to clause (iii) of Section 5(d) of the
               Certificate of Designation; provided, however, that no Investor
               shall have the right to require the redemption of the Preferred
               Shares if, with respect to such Extraordinary Transaction, the
               Company has delivered a Notice of Merger Conversion in accordance
               with Section 10 and complies with its obligations under Section
               10. Notwithstanding the foregoing, the waiver contained in this
               Section 8.3 shall be void and of no further force or effect on
               and after the first date after the Effectiveness Date on which
               there occurs a Conversion Default.

         8.4        RIGHTS TO ADJUSTMENT UPON THE ISSUANCE OF DERIVATIVE
               SECURITIES.


                                       12

<PAGE>

               Provided that the Effectiveness Date occurs on or before the date
               which is five (5) business days after the date of this Agreement
               (or such later date as may be mutually agreed in writing by the
               Company and each Investor), each Investor severally agrees not to
               exercise its right to adjust the Conversion Period or Conversion
               Price (each as defined in the Certificate of Designation) of the
               Preferred Shares upon the issuance of Derivative Securities (as
               defined in the Certificate of Designation), as set forth in
               Section 9(c) of the Certificate of Designation. Notwithstanding
               the foregoing, the waiver contained in this Section 8.4 shall be
               void and of no further force or effect on and after the first
               date after the Effectiveness Date on which there occurs a
               Conversion Default.

         8.5        RIGHTS TO PENALTIES UNDER SECTION 11 OF THE CERTIFICATE OF
               DESIGNATION. Provided that the Effectiveness Date occurs on or
               before the date which is five (5) business days after the date of
               this Agreement (or such later date as may be mutually agreed in
               writing by the Company and each Investor), each Investor
               severally agrees not to exercise its right to redeem its
               Preferred Shares or receive penalties pursuant to Section 11(c)
               or Section 11(d) of the Certificate of Designation.
               Notwithstanding the foregoing, the waiver contained in the
               immediate preceding sentence of this Section 8.5 shall be void
               and of no further force or effect on and after the first date
               after the Effectiveness Date on which there occurs a Conversion
               Default. Provided that the Effectiveness Date occurs on or before
               the date which is five (5) business days after the date of this
               Agreement (or such later date as may be mutually agreed in
               writing by the Company and each Investor), the Company waives
               each Investors compliance with the last sentence of Section 11(b)
               of the Certificate of Designation.

         8.6        RIGHTS TO EXTEND THE MATURITY DATE UPON SUSPENSION OF
               REGISTRATION STATEMENT. Provided that the Effectiveness Date
               occurs on or before the date which is five (5) business days
               after the date of this Agreement (or such later date as may be
               mutually agreed in writing by the Company and each Investor),
               each Investor severally agrees not to exercise its right to
               extend the Maturity Date (as defined in the Certificate of
               Designation) of the Preferred Shares as provided in Section 17 of
               the Certificate of Designation. Notwithstanding the foregoing,
               the waiver contained in this Section 8.6 shall be void and of no
               further force or effect on and after the first date after the
               Effectiveness Date on which there occurs a Conversion Default.

         8.7        RIGHT UPON A TRIGGERING EVENT. Provided that the
               Effectiveness Date occurs on or before the date which is five (5)
               business days after the date of this Agreement (or such later
               date as may be mutually agreed in writing by the Company and each
               Investor), each Investor severally (i) agrees not to exercise its
               right to redeem its Preferred Shares pursuant to Section 5(b)
               upon the occurrence of a Triggering Event (as defined in the
               Certificate of Designation), except with


                                       13

<PAGE>

               respect to a Triggering Event described in clause (c) or clause
               (e) of the definition of "Triggering Event" in Section 19 of the
               Certificate of Designation with respect to which such Investor
               has complied with Section 4.1 of this Agreement, and (ii) waives
               its right to receive any adjustment pursuant to the last sentence
               of Section 5(b) of the Certificate of Designation.
               Notwithstanding the foregoing, the waiver contained this Section
               8.7 shall be void and of no further force or effect on and after
               the first date after the Effectiveness Date on which there occurs
               a Conversion Default.

         8.8        RIGHT TO REQUEST ISSUANCE OF SHARES IN ELECTRONIC
               FORMAT (I.E., DWAC). Provided that the Effectiveness Date occurs
               on or before the date which is five (5) business days after the
               date of this Agreement (or such later date as may be mutually
               agreed in writing by the Company and each Investor), each
               Investor severally agrees to waive its right to request that
               shares be issued in electronic format (i.e., DWAC) upon the
               conversion of Preferred Shares in the event that the Company's
               transfer agent does not offer or does not promptly make available
               service for such electronic delivery of shares. If an Investor
               requests that the Company cause shares to be issued in electronic
               format (i.e., DWAC), then the delivery of the Conversion Notice
               (as defined in the Certificate of Designation) shall be deemed to
               be a representation by the Investor that it has complied with
               Section 4.1. Notwithstanding the foregoing, the waiver contained
               in this Section 8.8 shall be void and of no further force or
               effect on and after the first date after the Effectiveness Date
               on which there occurs a Conversion Default

9.       WAIVER OF CERTAIN RIGHTS UNDER THE SUBSCRIPTION AGREEMENT

         Provided that the Effectiveness Date occurs on or before the date which
is five (5) business days after the date of this Agreement (or such later date
as may be mutually agreed in writing by the Company and each Investor), each
Investor severally (i) agrees not to exercise its right to prevent the Company
from declaring a dividend or other distribution as provided in Section 5.10 of
the Subscription Agreement , (ii) agrees to waive the Company's compliance with
Sections 5.1 and 5.2 of the Subscription Agreement , but solely with respect to
the number of shares in excess of the number of shares of Common Stock the
Investors are entitled to receive upon conversion of the Preferred Shares in
accordance with Section 4.1 of this Agreement, and (iii) agrees to waive the
Company's compliance with Sections 5.5 and 5.9 of the Subscription Agreement.
Notwithstanding the foregoing, the waiver contained in this Section 9 shall be
void and of no further force or effect on and after the first date after the
Effectiveness Date on which there occurs a Conversion Default.

10.      AGREEMENT WITH RESPECT TO MANDATORY CONVERSION OF THE PREFERRED SHARES


                                       14

<PAGE>

         ACCELERATION OF MANDATORY CONVERSION UPON MERGER TRANSACTION COMPANY'S
OPTION. Provided that the Effectiveness Date has occurred on or prior to the
date which is five (5) business days after the date of this Agreement (or such
later date as may be mutually agreed in writing by the Company and each
Investor), at any time on or after the date the Company discloses a pending,
proposed or intended Merger Transaction (as defined below), the Company shall
have the right, in its sole discretion, to require that each Investor, but not
less than all of the Investors, convert its Preferred Shares up to the
limitation set forth in Section 4.1 ("MERGER CONVERSION ELECTION"); provided
that the Conditions to Merger Conversion (set forth below) are satisfied or
waived by all of the Investors. The Company shall exercise its right to make a
Merger Conversion Election by providing each Investor written notice ("NOTICE OF
MERGER CONVERSION") by facsimile and overnight courier, after the public
disclosure of such proposed, pending or intended Merger Transaction and at least
25 trading days prior to the date of consummation of the Merger Transaction
("MERGER TRANSACTION CLOSING DATE"). The Notice of Merger Conversion shall state
the anticipated Merger Transaction Closing Date. If the Company makes a Merger
Conversion Election in compliance with this Section 10.1 and the Conditions to
Merger Conversion are satisfied or waived by all of the Investors, except to the
extent restricted by Section 15 of the Certificate of Designation or Section 4.1
of this Agreement, on the Merger Transaction Closing Date each Investor will be
deemed to have submitted a Conversion Notice (as defined in the Certificate of
Designation) in accordance with Section 6 of the Certificate of Designation for
a number of Preferred Shares equal to the lesser of (I) all the Preferred Shares
held by such Investor which remain outstanding on such date, and (II) the
maximum number of Preferred Shares which such holder could convert on the Merger
Transaction Closing Date taking into account the restrictions in Section 15 of
the Certificate of Designation and Section 4.1 of this Agreement. All Investors
shall promptly after the Merger Transaction Closing Date surrender all stock
certificates representing the Preferred Shares, duly endorsed for cancellation,
to the Company. If the Company fails to provide Conversion Shares with respect
to any Preferred Shares in accordance with Section 6 of the Certificate of
Designation, then the Merger Conversion Election shall be null and void with
respect to such Preferred Shares and the holder of such Preferred Shares shall
be entitled to all the rights of a holder of outstanding Preferred Shares set
forth in this Certificate of Designations. "CONDITIONS TO MERGER CONVERSION"
shall mean the following conditions: (i) on each day during the period beginning
on and including the date the Company delivers a Notice of Merger Conversion and
ending on and including the Merger Transaction Closing Date, the Registration
Statement (as defined in each Registration Rights Agreement) is effective and
available for the sale of all the Registrable Securities (as defined in each
Registration Rights Agreement) (subject to the limitation in Section 4.1 of this
Agreement) or all the shares of Common Stock issuable upon conversion of the
Preferred Shares (subject to the limitation in Section 4.1 of this Agreement)
then outstanding are immediately available for resale by each Investor pursuant
to Rule 144(k) under the 1933 Act; (ii) during the period beginning on the date
on which the Company delivers a Notice of Merger Conversion and ending on and
including the Merger Transaction Closing Date, there shall not have occurred an
event constituting a Conversion Default; (iii) during the period beginning on
the date on which the Company delivers a Notice of Merger Conversion and ending
on and including the Merger Transaction Closing Date, the Company shall have
delivered


                                       15

<PAGE>

the required number of shares of Common Stock (as set forth in Section 6 of the
Certificate of Designation) upon conversion of Preferred Shares (subject to the
limitation set forth in Section 4.1 of this Agreement) to each Investor within
five (5) business days after the Company's receipt of any Conversion Notice and,
if required by Section 6(b)(iii) of the Certificate of Designation,
certificate(s) evidencing the Preferred Shares being converted, or after receipt
of the affidavit, agreement and indemnification as set forth in Section 17 of
the Certificate of Designation; (iv) the Company shall have delivered notice of
the conversion to the Other Investors of their Preferred Shares on terms and
conditions substantially similar to those contained in this Section 10; and (v)
the Company has satisfied all of the conditions to the conversions with the
Other Investors, as set forth in the Company's agreements with such Investors,
which conditions shall be substantially similar to those in this Section 10.
Notwithstanding the above, any Investor may convert its Preferred Shares
(including Preferred Shares selected for conversion), subject to the limitation
set forth in Section 4.1 of this Agreement, into Common Stock pursuant to
Section 6 of the Certificate of Designation on or prior to the date immediately
preceding the Merger Transaction Closing Date. For purposes of this agreement
"MERGER TRANSACTION" shall mean any merger, consolidation or other business
combination of the Company, with or into any other corporation, entity or person
(whether or not the Company is the surviving corporation) or there occurs any
other corporate reorganization or transaction or series of related transactions,
and as a result thereof the shareholders of the Company pursuant to such merger,
consolidation, reorganization or other transaction own in the aggregate less
than 50% of the voting power and common equity of the ultimate parent
corporation or other entity surviving or resulting from such merger,
consolidation, reorganization or other transaction.

11.      GOVERNING LAW; JURISDICTION

         This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware, without regard to principles
of conflicts of law or choice of law, except for matters arising under the 1933
Act or the Exchange Act which matters shall be construed and interpreted in
accordance with such laws. The Company and the Investors hereby agrees that all
actions or proceedings arising directly or indirectly from or in connection with
this Agreement shall be litigated only in the state or federal courts located in
the City of Wilmington, County of New Castle, State of Delaware. The Company and
each Investor consents to the jurisdiction and venue of the foregoing courts and
consent that any process or notice of motion or other application to either of
said courts or a judge thereof may be served inside or outside the State of
Delaware by registered mail, return receipt requested, directed to the such
party at its address set forth in this Agreement (and service so made shall be
deemed complete five (5) days after the same has been posted as aforesaid) or by
personal service or in such other manner as may be permissible under the rules
of said courts. The parties hereto hereby waive any right to a trial by jury in
connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.

12.      ASSIGNMENT; ENTIRE AGREEMENT; AMENDMENT


                                       16

<PAGE>

         12.1       ASSIGNMENT. Neither this Agreement nor any rights hereunder
               may be assigned by either party without the prior written consent
               of the other party hereto; provided, however, that the Company
               may assign its rights and obligations under this Agreement in
               connection with a transaction described in Section 4(i) of the
               Certificate of Designation and any Investor may assign its rights
               under this Agreement to an affiliate of such Investor who agrees
               to be bound by the terms hereof. To the extent that any party
               assigns this Agreement with the prior written consent of the
               other or any Investor assigns this Agreement as permitted herein
               to an affiliate of such Investor, the provisions of this
               Agreement, the Subscription Agreement, the Certificate of
               Designation and the Registration Rights Agreement shall inure to
               the benefit of, be binding upon, and be enforceable by and
               against any such assignee. Notwithstanding anything to the
               contrary contained herein or any other Transaction Document, any
               Investor shall be entitled to pledge the Securities in connection
               with a bona fide margin account or other loan secured by the
               Securities.

         12.2       Except for the Subscription Agreement, the Registration
               Rights Agreement and the Certificate of Designation, this
               Agreement supersedes all other prior oral or written agreements
               between the Investors, the Company, their affiliates and persons
               acting on their behalf with respect to the matters discussed
               herein, and this Agreement and the instruments referenced herein
               contain the entire understanding of the parties with respect to
               the matters covered herein and therein and, except as
               specifically set forth herein or therein, neither the Company nor
               any Investor makes any representation, warranty, covenant or
               undertaking with respect to such matters.

         12.3       No provision of this Agreement may be amended other than by
               an instrument in writing signed by the Company and the Investors
               which hold at least a majority of the Preferred Shares then held
               by Investors, and no provision hereof may be waived other than by
               an instrument in writing signed by the party against whom
               enforcement is sought. No such amendment shall be effective to
               the extent that it applies to less than all of the holders of the
               Preferred Shares then outstanding.

         12.4       The Company has not, directly or indirectly, made any
               agreements with any Investors relating to the terms or conditions
               of the transactions contemplated by this Agreement except as set
               forth in this Agreement.

13.      PUBLICITY

         The Company and the Investors shall consult with each other in issuing
any press releases or otherwise making public statements with respect to the
transactions contemplated hereby and no party shall issue any such press release
or otherwise make any such public statement without


                                       17

<PAGE>

the prior written consent of the others, which consent shall not be unreasonably
withheld or delayed, except that no prior consent shall be required if such
disclosure is required by law or applicable law, to the extent a party
determines in good faith that it is legally obligated to do so, in which such
case the disclosing party shall provide the other parties with prior notice of
such public statement. The Company shall not publicly or otherwise disclose the
names of any of the Investors without each such Investor's prior written consent
unless otherwise required by law, in which case the Company shall inform such
Investor of such disclosure in writing prior to making such disclosure.

14.      MUTUAL GENERAL RELEASE

         14.1       In consideration of the Company entering into this Agreement
               and the release set forth in Section 14.2, effective as of the
               Effectiveness (the "EFFECTIVE TIME") each Investor, severally and
               not jointly, on behalf of itself and its heirs, executors,
               administrators, devisees, trustees, partners, directors,
               officers, shareholders, employees, consultants, representatives,
               predecessors, principals, agents, parents, associates,
               affiliates, subsidiaries, attorneys, accountants, successors,
               successors-in-interest and assignees (collectively, the "INVESTOR
               RELEASING PERSONS"), hereby waives and releases, to the fullest
               extent permitted by law, but subject to Section 14.3 below, any
               and all claims, rights and causes of action, whether known or
               unknown (collectively, the "INVESTOR CLAIMS"), that any of the
               Investor Releasing Persons had or currently has as of the
               Effective Time against (i) the Company, (ii) any of the Company's
               current or former parents, shareholders, affiliates,
               subsidiaries, predecessors or assigns, or (iii) any of the
               Company's or such other persons' or entities' current or former
               officers, directors, employees, agents, principals, investors,
               signatories, advisors, consultants, spouses, heirs, estates,
               executors, attorneys, auditors and associates and members of
               their immediate families other than any attorney or law firm that
               delivered an opinion in connection with the Closing (as defined
               in the Subscription Agreement) (collectively, the "COMPANY
               RELEASED PERSONS"), including, without limitation, Investor
               Claims arising out of or relating to the Subscription Agreement,
               the Registration Rights Agreement, the Warrants and the
               Certificate of Designation (collectively, the "RELEASED
               DOCUMENTS").

         14.2       In further consideration of the Investors entering into this
               Agreement and the release set forth in Section 14.1, effective as
               of the Effective Time, the Company on behalf of itself and its
               heirs, executors, administrators, devisees, trustees, partners,
               directors, officers, shareholders, employees, consultants,
               representatives, predecessors, principals, agents, parents,
               associates, affiliates, subsidiaries, attorneys, accountants,
               successors, successors-in-interest and assignees (collectively,
               the "COMPANY RELEASING PERSONS"), hereby waives and releases, to
               the fullest extent permitted by law, but subject to Section 14.3
               below, any and all claims, rights and causes of action, whether
               known or unknown


                                       18

<PAGE>

               (collectively, the "COMPANY CLAIMS"), that any of the Company
               Releasing Persons had or currently has as of the Effective Time
               against (i) the Investors, (ii) any of the Investors' respective
               current or former parents, shareholders, affiliates,
               subsidiaries, predecessors or assigns, or (iii) any of the
               Investors' or such other persons' or entities' current or former
               officers, directors, employees, agents, principals, investors,
               signatories, advisors, consultants, spouses, heirs, estates,
               executors, attorneys, auditors and associates and members of
               their immediate families (collectively, the "INVESTOR RELEASED
               PERSONS"), including, without limitation, any Company Claims
               arising out of or relating to the Released Documents.

         14.3       The Company and each of the Investors acknowledge that each
               of the releases set forth in Sections 14.1 and 14.2 above does
               not affect (a) any claim which any Company Releasing Person or
               Investor Releasing Person may have under this Agreement and
               Section 6 or Section 7 of the Registration Rights Agreement; (b)
               any claim which any Company Releasing Person may have under
               Section 4.1 of the Subscription Agreement; (c) any claim which an
               Investor Releasing Person may have with respect to (i) Section 6A
               of the Subscription Agreement, (ii) any breach by the Company of
               any of its representations and warranties set forth in any of
               Sections 3.3, 3.4(a), 3.4(b), 3.5, 3.7 or 3.14 or the first
               sentence of Section 3.9 of the Subscription Agreement or (iii)
               Section 10.3 of the Subscription Agreement with respect to the
               matters described in the immediately preceding clauses (i) and
               (ii); (d) subject to waivers contained in Sections 7, 8 and 9,
               any continuing or future obligation under the Certificate of
               Designation, Registration Rights Agreement and the following
               Sections of the Subscription Agreement: 5, 6, 6A, 7, 8, 9, 10.1,
               12 and 13; and (e) any matter set forth in the Acknowledgement
               Letter, dated as of the date of this Agreement, delivered by the
               Chief Executive Officer of the Company to each Investor.

15.      TERMINATION

         In the event that the Effectiveness shall not have occurred with
respect to an Investor on or before the date which is five (5) business days
after the date of this Agreement (or such later date as may be mutually agreed
in writing by the Company and each Investor) (the "TERMINATION DATE") due to the
Company's or such Investor's failure to satisfy the conditions set forth in
Sections 1.1, 1.2 and 1.3 above (and the nonbreaching party's failure to waive
such unsatisfied condition(s)), the nonbreaching party shall have the option to
terminate this Agreement with respect to such breaching party at the close of
business on such date without liability of any party to any other party;
provided, however, that if this Agreement is terminated pursuant to this Section
15, the Company shall remain obligated to reimburse HFTP Investment L.L.C. and
Gaia Offshore Master Fund, Ltd. (provided that each is not a breaching party)
for the expenses described in Section 5.3 above. Subject to the terms and
conditions of this Agreement, each of the Company and the Investors will use its
best efforts to take, or cause to be taken, all


                                       19

<PAGE>

actions and to do, or cause to be done, all things necessary or desirable to
satisfy the conditions to the other party's obligation to cause the
Effectiveness to occur on or before the Termination Date.

16.      NOTICES, ETC.; INDEMNITY

         16.1       NOTICES. Any notice, demand or request required or permitted
               to be given by either the Company or the Investors pursuant to
               the terms of this Agreement shall be in writing and will be
               deemed to have been delivered (i) upon receipt, when delivered
               personally; (ii) upon receipt, when sent by facsimile (provided
               confirmation of transmission is mechanically or electronically
               generated and kept on file by the sending party); or (iii) upon
               delivery by a nationally recognized delivery service, in each
               case properly addressed to the party to receive the same. The
               addresses and facsimile numbers for such communications shall be:

               If to the Company:

                    Worldwide Xceed Group, Inc.
                    640 North LaSalle Street
                    Suite 590
                    Chicago, Illinois 60610
                    Telephone:     (312) 360-6587
                    Facsimile:     (312) 360-6575
                    Attention:     Richard R. Dennerline,
                                   Chief Legal Officer

               With a copy to:

                    Hale and Dorr LLP
                    60 State Street
                    Boston, Massachusetts 02109
                    Telephone:    (617) 526-6000
                    Facsimile:    (617) 526-5000
                    Attention:    Thomas S. Ward

                    If to an Investor, to it at the address and facsimile number
               set forth on the Schedule of Investors, with copies to Investor's
               representatives as set forth on the Schedule of Investors, or at
               such other address and/or facsimile number and/or to the
               attention of such other person as the recipient party has
               specified by written notice given to each other party five days
               prior to the effectiveness of such change. Written confirmation
               of receipt (A) given by the recipient of such notice, consent,
               waiver or other communications, (B) mechanically or
               electronically generated by the sender's facsimile machine
               containing the time, date, recipient


                                       20

<PAGE>

               facsimile number and an image of the first page of such
               transmission or (C) provided by a nationally recognized overnight
               delivery service shall be rebuttable evidence of personal
               service, receipt by facsimile or receipt from a nationally
               recognized overnight delivery service in accordance with clause
               (i), (ii) or (iii) above, respectively.

         16.2       INDEMNIFICATION. Each party shall indemnify the other
               against any loss, cost or damages (including reasonable
               attorney's fees and expenses) incurred as a result of such
               parties' breach of any representation, warranty, covenant or
               agreement in this Agreement.

17.      COUNTERPARTS

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

18.      SURVIVAL; SEVERABILITY

         The representations, warranties, covenants and agreements of the
parties hereto shall survive the Effectiveness notwithstanding any due diligence
investigation conducted by or on behalf of the Investors. In the event that any
provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
in full force or effect without said provision; provided that no such
severability shall be effective if it materially changes the economic benefit of
this Agreement to any party.

19.      TITLES AND SUBTITLES

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


                  [Remainder of Page Intentionally Left Blank]


                                       21

<PAGE>


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


COMPANY:                               INVESTORS:

WORLDWIDE XCEED GROUP, INC.            HFTP INVESTMENT L.L.C.



By: /s/ Howard A. Tullman              By:  Promethean Asset
   ----------------------------               Management, L.L.C.
Name: Howard A. Tullman                Its: Investment Manager
     --------------------------
Title:  Chief Executive Officer

                                       By: /s/ James F. O'Brien, Jr.
                                           ------------------------------------
                                       Name:  James F. O'Brien, Jr.
                                       Title: Managing Member



                                       GAIA OFFSHORE MASTER FUND, LTD.



                                       By:   Promethean Asset Management, L.L.C.
                                       Its:  Investment Manager

                                       By: /s/ James F. O'Brien, Jr.
                                           ------------------------------------
                                       Name:  James F. O'Brien, Jr.
                                       Title: Managing Member



                                       22

<PAGE>

                              SCHEDULE OF INVESTORS

<TABLE>
<CAPTION>

                                                                 NUMBER OF    NUMBER
                                    INVESTOR ADDRESS             PREFERRED      OF
      INVESTOR'S NAME             AND FACSIMILE NUMBER            SHARES     WARRANTS
-------------------------  ------------------------------------
<S>                        <C>                                   <C>         <C>
HFTP Investment L.L.C.      c/o Promethean Asset Management,     241          15,273
                            L.L.C.
                            750 Lexington Avenue, 22nd Floor
                            New York, NY 10022
                            Attention: James F. O'Brien, Jr.
                                       John Floegel
                            Telephone: (212) 702-5200
                            Facsimile: (212) 758-9334
                            Residence: New York

                            (REPRESENTATIVES)
                            Promethean Investment Group,
                            L.L.C.
                            750 Lexington Ave., 22nd Floor
                            New York, New York 10022
                            Attn: James F. O'Brien, Jr.
                                    John Floegel
                            Telephone: 212-702-5200
                            Facsimile: 212-758-9334

                            Katten Muchin Zavis
                            525 W. Monroe Street
                            Chicago, Illinois 60661-3693
                            Attention: Robert J. Brantman,
                            Esq.
                            Telephone: (312) 902-5200
                            Facsimile: (312) 902-1061
-------------------------  ------------------------------------
GAIA Offshore Master Fund, c/o Promethean Asset Management,     7,000         645,818
Ltd.                        L.L.C.
                            750 Lexington Avenue, 22nd Floor
                            New York, NY 10022
                            Attention: James F. O'Brien, Jr.
                                   John Floegel
                            Telephone: (212) 702-5200
                            Facsimile: (212) 758-9334
                            Residence: New York

                            (REPRESENTATIVES)
                            Promethean Investment Group,
                            L.L.C.
                            750 Lexington Ave., 22nd Floor
                            New York, New York 10022
                            Attn: James F. O'Brien, Jr.
                                    John Floegel
                            Telephone: 212-702-5200
                            Facsimile: 212-758-9334

                            Katten Muchin Zavis
                            525 W. Monroe Street
                            Chicago, Illinois 60661-3693
                            Attention: Robert J. Brantman,
                            Esq.
                            Telephone: (312) 902-5200
                            Facsimile: (312) 902-1061
Totals
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