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                                                                    EXHIBIT 4.37

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                       PREFERRED STOCK PURCHASE AGREEMENT

                                 BY AND BETWEEN

                                  WAM!NET INC.

                                       AND

                          BUYERS LISTED ON SCHEDULE 1.1



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                          Dated as of February 18, 2000


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                       PREFERRED STOCK PURCHASE AGREEMENT

Preferred Stock Purchase Agreement, dated as of February 17, 2000 (this
"Agreement"), by and between WAM!NET INC., a Minnesota corporation (the
"Company"), and each several purchaser identified on Schedule 1 (individually, a
"Buyer" and collectively "Buyers").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Company has designated an additional series of its
preferred stock, consisting of 10,000 shares, par value $0.01 per share,
designated as its "Class G Convertible Preferred Stock" (the "Preferred
Shares"), and has caused a Certificate of Designation (the "Certificate of
Designation") to be filed with the Minnesota Secretary of State designating the
terms, limitations and relative rights and preferences of the Preferred Shares.

         WHEREAS, the Certificate of Designation sets forth terms, limitations
and relative rights and preferences of the Preferred Shares (the "Statement of
Rights and Preferences") a copy of which is attached hereto as Exhibit I.

         WHEREAS, the Preferred Shares 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 Statement of Rights and Preferences.

         WHEREAS, Buyers desires to severally subscribe for and severally
purchase the Preferred Shares from the Company in the amounts set forth on
Schedule 1.1, and the Company desires to issue and sell the Preferred Shares to
Buyers, all in accordance with the terms and subject to conditions of this
Agreement.

         NOW THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereby agree as follows:

                                   ARTICLE I.

                      PURCHASE AND SALE OF PREFERRED STOCK

         Section 1.1. Purchase and Sale of the Preferred Stock. On the terms and
subject to the conditions set forth in this Agreement, on the Closing Date (as
defined herein), each Buyer shall severally subscribe for and purchase from the
Company, and the Company shall severally issue and sell to each Buyer that
number of the Preferred Shares set forth on Schedule 1.1 for the aggregate
purchase price set forth on Schedule 1.1 payable in cash (the "Purchase Price").
Each Buyer shall execute a separate signature page to this Agreement. A Buyer
shall not be obligated for the Purchase Price of the Preferred Shares beyond the
amount of the Buyer's several subscription.

         Section 1.2. Duration, Rights and Preferences of the Preferred Stock.
The Preferred Shares shall have and enjoy the rights and preferences as are set
forth in the Statement of Rights and Preferences.
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         Section 1.3. Closing. (a) Unless this Agreement shall have been
terminated and the transactions herein contemplated shall have been abandoned
pursuant to Section 5 hereof, the closing of the purchase and sale of the
Preferred Shares (the "Closing") shall be held at 10:00 a.m. (Central Standard
Time) on the third business day following the satisfaction or waiver of the
conditions set forth herein, at the offices of the Company, 655 Lone Oak Drive,
Eagan, Minnesota (or at such other time, date and place as each Buyer and the
Company may mutually agree). The date on which the Closing actually occurs for a
Buyer is hereinafter referred to as the "Closing Date."

                  (b) At the Closing, the Company shall deliver to each Buyer
         stock certificates registered in the name of such Buyer representing
         the Preferred Shares being purchased by such Buyer, against payment
         and delivery by such Buyer to the Company of the Purchase Price by
         wire transfer of immediately available funds to such bank account or
         bank accounts designated by the Company.

                  (c) Following all Closing Dates, the Company shall furnish to
         each Buyer a final and complete Schedule 1.1(the "Definitive Schedule
         1.1") showing the name and number of shares purchased by each Buyer.
         The Definitive Schedule 1.1 shall be made part of this Agreement.

                                   ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         Section 2.1. The Company hereby represents, warrants and covenants to
Buyers that, as of the date hereof and as of the Closing Date:

                  (a) Corporate Organization and Power; Qualification. The
         Company (i) is duly organized, validly existing and in good standing as
         a corporation under the laws of the state of Minnesota, (ii) has all
         corporate power and authority to own its properties and to carry on its
         businesses as now being conducted and (iii) is duly qualified and in
         good standing as a foreign corporation, and is authorized to do
         business, in all jurisdictions in which the character of its properties
         or the nature of its businesses requires such qualification or
         authorization, except for qualifications and authorizations the lack of
         which, individually or in the aggregate, would not reasonably be
         expected to result in a material adverse effect on the business,
         financial condition, results of operations, assets or liabilities of
         the Company and its subsidiaries taken as a whole (a "Material Adverse
         Effect").

                  (b) Subsidiaries. Set forth on Schedule 2.1(b) hereto is a
         complete list of all of the subsidiaries of the Company. Except as set
         forth on Schedule 2.1(b) hereto, the Company does not own, directly or
         indirectly, any capital stock or other equity securities of any
         corporation, nor does the Company have any direct or indirect ownership
         interest, including interests in partnerships and joint ventures, in
         any other entity or business. Each of the subsidiaries has been duly
         incorporated, is validly existing and in good standing under the laws
         of its respective jurisdiction of incorporation and is duly qualified
         and in good standing as a foreign corporation, and is authorized to do
         business, in all jurisdictions in which the character of

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         its properties or the nature of its businesses requires such
         qualification or authorization, except for qualifications and
         authorizations the lack of which, individually or in the aggregate,
         would not reasonably be expected to result in a Material Adverse
         Effect. Each of the subsidiaries has the requisite power and authority
         to own and hold its properties and to carry on its business as now
         being conducted. Except as disclosed in the registration statements,
         reports and proxy statements filed by the Company with the Securities
         and Exchange Commission (the "SEC Reports"), disclosed in the Financial
         Statements (as defined herein) or set forth on Schedule 2.1(b) hereto:
         (i) all of the outstanding shares (other than director's qualifying
         shares, if any) of capital stock of each of the subsidiaries are owned
         beneficially and of record by the Company, one of its subsidiaries or
         any combination thereof, in each case free and clear of any liens,
         charges, restrictions, claims or encumbrances created or suffered by
         the Company or any of its subsidiaries, other than restrictions on
         transfer imposed by the Securities Act of 1933, as amended (the
         "Securities Act"), or any other provision of applicable law; and (ii)
         there are no outstanding subscriptions, warrants, options, convertible
         securities or other rights (contingent or other) pursuant to which any
         of the subsidiaries is or may become obligated to issue any shares of
         its capital stock to any person other than the Company or a subsidiary.

                  (c) Power and Authority; Authorization; Enforceability. The
         Company has all requisite corporate power and authority necessary to
         execute and deliver this Agreement and to consummate the transactions
         contemplated hereby. The execution and delivery of this Agreement and
         the consummation of the transactions contemplated hereby have been duly
         and validly authorized by all necessary corporate action on the part of
         the Company and no other corporate proceedings on the part of the
         Company are necessary to authorize this Agreement and to consummate the
         transactions contemplated hereby. This Agreement has been duly executed
         and delivered by the Company and constitutes the valid and binding
         obligation of the Company, enforceable against it in accordance with
         its terms, except as enforceability against the Company may be limited
         by applicable bankruptcy, insolvency, reorganization, moratorium or
         similar laws now or hereafter in effect relating to the rights of
         creditors generally and other general principles of equity (regardless
         of whether enforcement is considered in a proceeding in equity or at
         law) and except as any rights to indemnity and contribution
         contemplated by Section 6.2 may be limited by applicable federal and
         state securities laws and public policy considerations.

                  (d) No Violations; Consents and Approvals. The execution and
         delivery by the Company of this Agreement, the performance by the
         Company of its obligations hereunder, and the consummation by the
         Company of the transactions contemplated hereby will not (i) violate,
         conflict with, result in a breach of, constitute a default under, or
         result in or require the creation of any lien upon any assets of the
         Company under its Articles of Incorporation, as amended (the
         "Charter"), By-laws or any material contract to which the Company is a
         party or by which the Company or any of its properties may be bound or
         (ii) require any consent or approval other than such consents and
         approvals to be obtained before the Closing and those that have been
         obtained which are final and not subject to review on appeal or to
         collateral attack and are in full force and effect, except for such
         violations, conflicts, breaches, defaults or liens which, or consents
         or approvals which, if not obtained, would not reasonably be expected
         to, individually or in the aggregate, result in a Material Adverse
         Effect.

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                  (e) Litigation; Compliance with Laws. Except as disclosed in
         the SEC Reports, disclosed in the Financial Statements or set forth on
         Schedule 2.1(e), there are no (i) actions, suits, claims, proceedings
         or investigations instituted and pending or, to the knowledge of the
         Company, threatened, against or affecting the Company or any of its
         subsidiaries, at law or in equity, or before or by any federal, state,
         municipal or other governmental department, commission, board, bureau,
         agency or instrumentality, domestic or foreign, (ii) arbitration
         proceedings relating to the Company instituted and pending under
         collective bargaining agreements or otherwise or (iii) governmental
         inquiries instituted and pending or, to the knowledge of the Company,
         threatened, against or affecting the Company, any of which would
         reasonably be expected to result in a Material Adverse Effect. Except
         for any defaults which would not reasonably be expected to result in a
         Material Adverse Effect, neither the Company nor any of its
         subsidiaries is in default with respect to any order, writ, injunction
         or decree known to or served upon the Company of any court or of any
         federal, state, municipal or other governmental department, commission,
         board, bureau, agency or instrumentality, domestic or foreign. Except
         where the failure to do so would not reasonably be expected to result
         in a Material Adverse Effect, neither the Company nor any of its
         subsidiaries has failed to comply with any laws, rules, regulations and
         orders applicable to its respective business, operations, properties,
         assets, products and services, the Company and each of its subsidiaries
         has all necessary permits, licenses and other authorizations required
         to conduct its business as presently conducted and the Company and each
         of its subsidiaries has operated its respective business pursuant to
         and in compliance with the terms of all such permits, licenses and
         other authorizations.

                  (f) Taxes. The Company has filed (or obtained extensions of
         the time by which it is required to file) all United States federal,
         state and local income tax returns and all other material tax returns
         required to be filed by it, and has paid all taxes shown due on the
         returns so filed as well as the other taxes, assessments and
         governmental charges which have become due, except such taxes, if any,
         as are being contested in good faith and as to which adequate reserves
         have been provided. The Company will continue to make all such filings
         in a timely manner and pay all such taxes, assessments and other
         governmental charges required of it.

                  (g) Capitalization. (i) As of the date hereof, the authorized
         capital stock of the Company consists of 500,000,000 shares, the
         designations and classes of which are set forth on Schedule 2.1(g)
         hereto. The Company does not hold any of its shares in treasury.

                           (ii) As of the date hereof, 9,297,427 shares of
                  Common Stock, par value $0.01 per share, 115,206 shares of the
                  Company's 1999 Class A Preferred Stock, par value $10.00 per
                  share (the "Class A Preferred Stock"), 5,710,425 shares of the
                  Company's Class B Convertible Preferred Stock, par value $0.01
                  per share (the "Class B Preferred Stock"), 878,527 shares of
                  the Company's Class C Convertible Preferred Stock, par value
                  $0.01 per share (the "Class C Preferred Stock"), 2,196,317
                  shares of the Company's Class D Convertible Preferred Stock,
                  par value $0.01 per share (the "Class D Preferred Stock")
                  [64,900] shares of the Company's Class E Convertible Preferred
                  Stock, par value $.01 per share (the "Class E Preferred
                  Stock") and 10,000 shares of the Company's Class F Convertible
                  Preferred Stock, per value $.01 per share (the "Class F
                  Preferred Stock") are issued and outstanding and have been
                  validly issued and are fully paid and nonassessable. The Class
                  A Preferred Stock, the Class B Preferred Stock,

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                  the Class C Preferred Stock, the Class D Preferred Stock and
                  the Class F Preferred Stock are not subject to preemptive
                  rights. The Class E Preferred stock is subject to preemptive
                  rights for the balance of the authorized and unissued shares
                  of Class E Preferred Stock.

                           (iii) Except as contemplated by this Agreement,
                  disclosed in the SEC Reports, disclosed in the Financial
                  Statements or set forth on Schedule 2.1(g) hereto, as of the
                  date hereof there are no outstanding subscriptions, options,
                  warrants or other rights of any kind to acquire any additional
                  shares of capital stock of the Company or other instruments or
                  securities convertible into or exchangeable for, or which
                  otherwise confer on the holder thereof any right to acquire,
                  any such additional shares of capital stock, nor is the
                  Company committed to issue any such option, warrant, right or
                  security. Except as provided for in the Charter, disclosed in
                  the SEC Reports or set forth on Schedule 2.1(g) hereto, the
                  Company has no obligation (contingent or other) to purchase,
                  redeem or otherwise acquire any of its equity securities or
                  any interest therein or to pay any dividend or make any other
                  distribution in respect thereof.

                           (iv) All of the outstanding securities of the Company
                  were issued in compliance with the registration requirements
                  under applicable federal and state securities laws (or
                  pursuant to applicable exemptions therefrom).

                           (v) Except as contemplated by this Agreement,
                  disclosed in the SEC Reports or disclosed in the Financial
                  Statements, as of the date hereof, there are no agreements
                  relating to voting, purchase or sale of capital stock between
                  the Company and any of its stockholders or affiliates, and to
                  the best of the Company's knowledge, there are no such
                  agreements among any of its stockholders.

                           (vi) The Preferred Shares are duly authorized and,
                  when issued and paid for pursuant to the terms of this
                  Agreement, will be validly issued, fully paid and
                  nonassessable, will have the rights, preferences and
                  privileges specified in the Statement of Rights and
                  Preferences. The Conversion Shares are duly authorized and
                  have been reserved for issuance and, when issued upon
                  conversion in accordance with the terms of Statement of Rights
                  and Preferences, will be validly issued, fully paid and
                  nonassessable, and will be free and clear of all liens,
                  encumbrances and restrictions (other than those contemplated
                  hereby , restrictions on transfer imposed by the Securities
                  Act or any other applicable federal or state securities laws,
                  and the rules and regulations promulgated thereunder). Neither
                  the issuance, sale or delivery of the Preferred Shares nor the
                  contemplated issuance or delivery of the Conversion Shares is
                  subject to any currently existing preemptive right of
                  stockholders of the Company, any right of first refusal or
                  other right in favor of any person, in each case except for
                  rights that have been waived.

                  (h) Financial Statements. The Company has delivered to Buyers
         copies of its financial statements (including balance sheets, income
         statements, changes in stockholders equity, statements of cash flow and
         any related notes) for the year ended December 31, 1998, and for the
         fiscal quarters ended March 31, June 30 and September 30, 1999 (the
         "Financial Statements"). The Financial Statements (i) fairly present,
         in all material respects, the financial condition, assets and
         liabilities of the Company as of the date thereof and the results of
         its operations and changes in its cash flows for the periods covered
         thereby, (ii) were prepared in accordance with generally accepted
         accounting principles applied on a consistent basis during the

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         periods involved, except as may be noted therein, and (iii) were
         prepared from the books and records of the Company, which books and
         records are complete and correct and fairly reflect all material
         transactions of the Company's business.

                  (i) Absence of Certain Changes. Except as contemplated by this
         Agreement, disclosed in the SEC Reports or set forth on Schedule 2.1(i)
         hereto, since September 30, 1999, (i) there has been no change in the
         assets, liabilities or financial condition of the Company and its
         subsidiaries (on a consolidated basis) from that reflected in the
         balance sheet of the Company and its subsidiaries as of September 30,
         1999, except for changes (A) in the ordinary course of business or (B)
         which in the aggregate have not resulted in and would not reasonably be
         expected to result in a Material Adverse Effect and (ii) there has not
         been any event or change that would reasonably be expected to result in
         a Material Adverse Effect, individually or in the aggregate, whether or
         not insured against (excluding general economic or industry changes).

                  (j) No Brokers. No broker, finder or investment banker is
         entitled to any brokerage, finder's or other fee or commission in
         connection with the transactions contemplated hereby based upon
         arrangements made by or on behalf of the Company, except Merrill Lynch
         & Co.

                  (k) Proprietary Information of Third Parties. Except for such
         claims that would not reasonably be expected to result in a Material
         Adverse Effect, to the knowledge of the Company, no third party has
         claimed or has reason to claim that the Company or any of its
         subsidiaries has (a) violated or may be violating any of the terms or
         conditions of any non-competition or non-disclosure agreement with such
         third party, (b) disclosed or may be disclosing or utilized or may be
         utilizing any trade secret or proprietary information or documentation
         of such third party or (c) interfered or may be interfering in the
         employment relationship between such third party and any of its present
         or former employees. Neither the Company nor any of its subsidiaries
         has utilized and does not propose to utilize any trade secret or any
         information or documentation proprietary to any other person in
         violation of existing arrangements with such person, and to the
         knowledge of the Company, neither the Company nor any of its
         subsidiaries has violated any confidential relationship which any such
         person may have had with any third party, in connection with the
         development, manufacture or sale of any product or the development or
         sale of any service of the Company.

                  (l) Patents, Trademarks, Etc. Set forth on Schedule 2.1(l)
         hereto is a list of all domestic and foreign trademarks, trademark
         applications, patents, registered copyrights (except copyrighted
         software licensed to the Company in its ordinary course of business)
         and patent applications owned by, registered in the name of or licensed
         to or from the Company and its subsidiaries as of the date hereof.
         Except where the failure to do so would not reasonably be expected to
         result in a Material Adverse Effect, the Company and its subsidiaries
         own or possess, or can acquire on reasonable terms, adequate patents,
         patent rights, licenses, inventions, copyrights, know-how (including
         trade secrets and other unpatented and/or unpatentable proprietary or
         confidential information, systems or procedures), trademarks, service
         marks and trade names (including those necessary for the use and
         protection of the names and/or marks "WAM!NET", "WAM!BASE" and
         "WAM!PROOF") or other intellectual property (collectively,
         "Intellectual Property") necessary to carry on its business as
         presently conducted. Except as set

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         forth on Schedule 2.1(l) hereto, neither the Company nor any subsidiary
         has received any notice of any infringement of or conflict with
         asserted rights of others with respect to any Intellectual Property or
         of any facts or circumstances which would render any Intellectual
         Property invalid or inadequate to protect the interest of the Company
         or any of its subsidiaries, and which infringement or conflict (if the
         subject of any unfavorable decision, ruling or finding) or invalidity
         or inadequacy, individually or in the aggregate, would reasonably be
         expected to result in a Material Adverse Effect.

                  (m) Title to Properties. Except as disclosed in the SEC
         Reports, the Company and its subsidiaries have good and valid title to
         all real and personal property which they own and which are reflected
         on the Financial Statements (except for assets and properties sold,
         consumed or otherwise disposed of by them in the ordinary course of
         business since December 31, 1998), and such assets and properties are
         owned free and clear of all mortgages, pledges, liens, security
         interests, claims, restrictions or encumbrances of any kind, except (i)
         those securing indebtedness reflected on the Financial Statements or
         indebtedness incurred in the ordinary course of business and consistent
         with past practice after the date thereof, (ii) mechanics',
         materialmens' and other liens which have arisen in the ordinary course
         of business or (iii) mortgages, pledges, liens, security interests,
         claims, restrictions or encumbrances which, individually or in the
         aggregate, would not be reasonably likely to impair, in any material
         respect, the continued use of such asset or property.

                  (n) Agreements. Except as set forth in Schedule 2.1(o) hereto
         or disclosed in the Financial Statements, all material agreements,
         contracts or instruments required to be filed as exhibits to the SEC
         Reports have been so filed. Neither the Company nor any of its
         subsidiaries is in breach or default of any agreement, contract,
         instrument or other commitment, except for such breaches and defaults
         which would not reasonably be expected to result in a Material Adverse
         Effect. To the knowledge of Company, no other party to any of such
         agreements, contracts, instruments or other commitments is, as of the
         date of this Agreement, in breach or default (and no event has occurred
         which with notice or the lapse of time or both would constitute a
         default or violation) thereunder, except for such breaches and defaults
         which would not reasonably be expected to result in a Material Adverse
         Effect. The Company is in full compliance with all of the terms and
         provisions of its Charter and By-laws, except where the failure to so
         comply would not reasonably be expected to result in a Material Adverse
         Effect.

                  (o) Offering of the Preferred Shares. The Company has not,
         directly or indirectly, solicited any other offer to buy or offered to
         sell, and will not, directly or indirectly, solicit any other offer to
         buy or offer to sell, any security which is or would be integrated with
         the sale of the Preferred Shares in a manner that would require the
         Preferred Shares to be registered under the Securities Act.

                  (p) Transactions With Affiliates. Except as disclosed in the
         SEC Reports or disclosed in the Financial Statements, neither the
         Company nor any subsidiary is a party to any transaction of the type
         required to be disclosed pursuant to Item 404 of Regulation S-K under
         the Securities Act.

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                  (q) Disclosure. Neither this Agreement (including the
         Schedules hereto) nor the SEC Reports (as of the date filed with the
         Securities and Exchange Commission) contains an untrue statement of a
         material fact or omits to state a material fact necessary in order to
         make the statements contained herein or therein, in light of the
         circumstances under which they were made, not misleading. None of the
         statements, documents, certificates or other items prepared by the
         Company and supplied to Buyers or their respective counsel in
         connection with the transactions contemplated hereby (other than those
         relating to (i) projected financial information, (ii) plans and
         objectives regarding the Company's future operations, (iii) future
         economic performance and (iv) assumptions underlying any of the matters
         described in (i) through (iii), each as to which no representation or
         warranty is given) contains an untrue statement of a material fact or
         omits to state a material fact necessary in order to make the
         statements contained therein, in light of the circumstances under which
         they were made, not misleading.

                                  ARTICLE III.

                    REPRESENTATIONS AND WARRANTIES OF BUYERS

         Section 3.1. Each Buyer hereby represents, warrants and covenants to
the Company that:

                  (a) Corporate Organization and Power; Qualification. Buyer (i)
         is duly organized, validly existing and in good standing as a
         corporation under the laws of the state of its incorporation or
         organization and has all corporate power and authority to own its
         properties and to carry on its businesses as now being conducted, or
         (ii) Buyer is an individual with legal capacity to enter into this
         Agreement.

                  (b) Power and Authority; Authorization; Enforceability. Buyer
         has all requisite corporate or other power and authority necessary to
         execute and deliver this Agreement and to consummate the transactions
         contemplated hereby. The execution and delivery of this Agreement and
         the consummation of the transactions contemplated hereby have been duly
         and validly authorized by all necessary corporate action or other
         action on the part of Buyer and no other corporate proceedings or other
         action on the part of Buyer are necessary to authorize this Agreement
         and to consummate the transactions contemplated hereby. This Agreement
         has been duly executed and delivered by Buyer and constitutes the valid
         and binding obligation of Buyer, enforceable against it in accordance
         with its terms, except as enforceability against Buyer may be limited
         by applicable bankruptcy, insolvency, reorganization, moratorium or
         similar laws now or hereafter in effect relating to the rights of
         creditors generally and other general principles of equity (regardless
         of whether enforcement is considered in a proceeding in equity or at
         law) and except as any rights to indemnity and contribution
         contemplated by Section 6.2 may be limited by applicable federal and
         state securities laws and public policy considerations.

                  (c) Consents and Approvals. The execution and delivery by
         Buyer of this Agreement , the performance by Buyer of its obligations
         hereunder, and the consummation by Buyer of the transactions
         contemplated hereby will not require any consent or approval other than
         such consents and approvals to be made and obtained before the Closing
         and those that have been obtained which are final and not subject to
         review on appeal or to collateral attack and are

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<PAGE>

         in full force and effect, except for such consents or approvals which,
         if not obtained would not reasonably be expected to, individually or in
         the aggregate, result in a material adverse effect on the business,
         financial condition, results of operations, assets or liabilities of
         Buyer.

                  (d) Due Diligence. Buyer has sufficient knowledge and
         experience in investing in companies similar to the Company in terms of
         the Company's stage of development and is capable of evaluating the
         merits and risks of its investment in the Company as contemplated by
         this Agreement and is able to bear the economic risk of such investment
         for an indefinite period of time. Buyer has been given access to full
         and complete information regarding the Company and has utilized such
         access to its satisfaction for the purpose of obtaining information
         Buyer desires or deems relevant to its decision to purchase the
         Preferred Shares. Buyer has had the opportunity to ask questions of and
         receive answers from representatives of the Company concerning the
         terms and conditions of this Agreement, to discuss the Company's
         business, management and financial affairs with the Company's
         management and to obtain any additional information Buyer desires or
         deems relevant. Buyer has obtained, to the extent it has deemed
         necessary, professional advice with respect to the risks inherent in
         the investment in the Preferred Shares and the Company, including,
         without limitation, the matters relating to the Company's business and
         financial condition set forth in the SEC Reports.

                  (e) Investment Intent. Buyer is acquiring the Preferred Shares
         for its own account for investment and not with a view towards the
         resale, transfer or distribution thereof, nor with any present
         intention of distributing the Preferred Shares in violation of the
         Securities Act or any other applicable federal or state securities
         laws, and the rules and regulations promulgated thereunder. Buyer
         understands that no public market currently exists for the Preferred
         Shares or the Common Stock, and that no such public market may ever
         exist. Buyer further understands and agrees that the Preferred Shares
         have not been (and the Conversion Shares, upon issuance, will not be)
         registered under the Securities Act by reason of their issuance in a
         transaction exempt from the registration requirements of the Securities
         Act, that the Preferred Shares and the Conversion Shares will bear a
         legend (and the Company will make a notation on its transfer books) to
         such effect and the Preferred Shares (and, upon issuance, the
         Conversion Shares) must be held indefinitely unless subsequently
         disposed of pursuant to an effective registration statement under the
         Securities Act or in a transaction exempt from, or not subject to, the
         registration requirements thereof. Buyer agrees that if it sells any
         Conversion Shares pursuant to Rule 144A under the Securities Act, it
         will take all necessary steps in order to perfect the exemption from
         registration provided thereby, including, without limitation, obtaining
         on behalf of the Company information to enable the Company to establish
         a reasonable belief that the purchaser is a "qualified institutional
         buyer" (within the meaning of Rule 144A) and advising such purchaser
         that Rule 144A is being relied upon with respect to such resale. Buyer
         was not organized for the specific purpose of acquiring the Preferred
         Shares and is an "accredited investor" within the meaning of Rule
         501(a) of the Securities Act.

                  (f) No Brokers. No broker, finder or investment banker is
         entitled to any brokerage, finder's or other fee or commission in
         connection with the transactions contemplated hereby based upon
         arrangements made by or on behalf of Buyer.

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                                   ARTICLE IV.

                                   CONDITIONS

         Section 4.1. Conditions of Each Party. All proceedings to be taken by a
party in connection with this Agreement and the transactions contemplated hereby
and all documents incident hereto and thereto shall be reasonably satisfactory
in form and substance to such party and its counsel, and each party and its
counsel shall have received all such counterpart originals or certified or other
copies of such documents as they may reasonably request.

         Section 4.2. Conditions of the Company. The obligations of the Company
to consummate the transactions contemplated hereby with each Buyer are subject
to the fulfillment, at or prior to the Closing, of each of the following
conditions by such Buyer, any or all of which may be waived in whole or in part
by the Company to the extent permitted by applicable law:

                  (a) Buyer shall have performed and complied with, in all
         material respects, all of its respective obligations hereunder required
         to be performed by it at or prior to the Closing;

                  (b) Each of the representations and warranties of Buyer
         contained in this Agreement and in any certificate or other writing
         delivered by Buyer pursuant hereto qualified as to materiality shall be
         true and correct, and those not so qualified shall be true and correct,
         in all material respects in each case at and as of the Closing Date as
         if made at and as of such time (except to the extent it relates to a
         particular date);

                  (c) The Company shall have received a certificate from each
         Buyer, signed by an executive officer of such Buyer, to the effect set
         forth in clauses (a) and (b) of this Section 4.2;

         Section 4.3. Conditions of Buyer. The obligation of each Buyer to
consummate the transactions contemplated by this Agreement is subject to the
fulfillment, at or prior to the Closing, of each of the following conditions,
any or all of which may be waived in whole or in part by such Buyer to the
extent permitted by applicable law:

                  (a) The Company shall have performed and complied with, in all
         material respects, all of its obligations hereunder required to be
         performed by it at or prior to the Closing;

                  (b) Each of the representations and warranties of the Company
         contained in this Agreement and in any certificate or other writing
         delivered by the Company pursuant hereto qualified as to materiality
         shall be true and correct, and those not so qualified shall be true and
         correct, in all material respects at and as of the Closing Date as if
         made at and as of such time (except to the extent it relates to a
         particular date);

                  (c) Buyers shall have received a certificate from the Company,
         signed by an executive officer of the Company, to the effect set forth
         in clauses (a) and (b) of this Section 4.3;

                  (d) The Company shall have delivered copies of the following
         documents: (i) (A) The Charter, certified as of a recent date by the
         Secretary of State of the State of Minnesota and (B) a certificate of
         said Secretary dated as of a recent date as to the due incorporation
         and

                                      -10-
<PAGE>

         good standing of the Company; and (ii) a certificate of the Secretary
         or an Assistant Secretary of the Company dated the Closing Date and
         certifying: (A) that attached thereto is a true and complete copy of
         the By-laws of the Company as in effect on the date of such
         certification; (B) that attached thereto is a true and complete copy of
         all resolutions adopted by the Board of Directors or the stockholders
         of the Company authorizing the execution, delivery and performance of
         this Agreement, the issuance, sale and delivery of the Preferred Shares
         and the reservation, issuance and delivery of the Conversion Shares,
         and that all such resolutions are in full force and effect and are all
         the resolutions adopted in connection with the transactions
         contemplated by this Agreement; and (C) that the Charter has not been
         amended since the date of the last amendment referred to in the
         certificate delivered pursuant to Section 4.3(f)(i)(B).

                  (e) Buyers shall have received from Willkie Farr & Gallagher
         an opinion, dated the Closing Date, covering the matters set forth in
         Exhibit II hereto, subject to customary qualifications, limitations and
         assumptions for opinions given in transactions of the kind contemplated
         hereby.

         Section 4.4. Materiality of Conditions. Notwithstanding anything
contained herein, no condition involving the performance of obligations by the
Company or the truth and accuracy of representations and warranties made by the
Company as of the Closing Date shall be deemed not fulfilled, and Buyers shall
not be entitled to fail to consummate the transactions contemplated hereby or
terminate this Agreement on such basis, if the respects in which such conditions
have not been performed or such representations and warranties are untrue
(assuming for this purpose that the representations and warranties are not
qualified by materiality), in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect.

                                   ARTICLE V.

                                   TERMINATION

         Section 5.1. Termination. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Closing:

                  (a) by joint written agreement of the Company and Buyers;

                  (b) by the Company, if a Buyer has breached any
         representation, warranty, covenant or agreement contained in this
         Agreement and has not cured such breach within ten (10) business days
         after written notice to such Buyer (provided that the Company is not
         then in material breach of the terms of this Agreement; and provided
         further that no cure period shall be required for a breach which by its
         nature cannot be cured) such that the conditions set forth in Section
         4.1 or 4.2 hereof, as the case may be, will not be satisfied;

                  (c) by a Buyer, if the Company has breached any
         representation, warranty, covenant or agreement contained in this
         Agreement and has not cured such breach within ten (10) business days
         after written notice to the Company (provided that such Buyer is not
         then in material breach of the terms of this Agreement; and provided
         further that no cure period shall be

                                      -11-
<PAGE>

         required for a breach which by its nature cannot be cured) such that
         the conditions set forth in Section 4.1 or 4.3 hereof, as the case may
         be, will not be satisfied; or

                  (d) by any party if the Closing applicable to such party has
         not occurred on or before February 24, 2000; provided, however, that a
         party may not terminate this Agreement pursuant to this Section 5.1(d)
         if the failure of such party to fulfill any of its obligations
         hereunder shall have been the reason that the Closing shall not have
         occurred on or before said date.

         Section 5.2. Effect of Termination. In the event of termination of this
Agreement pursuant to this Article V, this Agreement shall forthwith terminate
and (except in the event of the willful breach of this Agreement by any party)
there shall be no liability on the part of any party; provided, however, that
Sections 2.1(j), 3.1(f), 5.2, 6.2, 7.1, 7.2, 7.4, 7.7 and 7.10 shall survive the
termination of this Agreement.

                                   ARTICLE VI.

                                OTHER AGREEMENTS

         Section 6.1. Registration Rights.

                  (a) Piggy-back Registration. If, commencing upon the later of
         one (1) year after the date hereof and the date that is six months
         after an IPO, the Company proposes to claim an exemption under Section
         3(b) of the Securities Act for a public offering of any of its
         securities or to register under the Securities Act (except pursuant to
         a registration statement on Form S-4 or S-8 (or any substitute form
         adopted by the Commission) or any other form that does not permit the
         inclusion of shares by its security holders) its Common Stock, it will
         give written notice to each Buyer of its intention to do so and, upon
         the written request of a Buyer given within twenty (20) days after
         receipt of any such notice (which request shall specify the number of
         Conversion Shares intended to be sold or disposed of by such Buyer and
         the nature of any proposed sale or other disposition thereof), the
         Company will use its best efforts to cause all Conversion Shares that
         such Buyer shall have requested the registration of to be included in
         such notification or the registration statement proposed to be filed by
         the Company; provided, however, that nothing herein shall prevent the
         Company from, at any time, abandoning or delaying any such registration
         initiated by it. If any such registration shall be underwritten in
         whole or in part, the Company may require that the Conversion Shares
         requested for inclusion pursuant to this Section 6.1 be included in the
         underwriting on the same terms and conditions as the securities
         otherwise being sold through the underwriters. If in the good faith
         judgment of the managing underwriter, as expressed in writing delivered
         to such Buyer, the inclusion of all of the Conversion Shares of Common
         Stock originally covered by a request for registration would reduce the
         number of Common Stock to be offered by the Company or interfere with
         the successful marketing of the Common Stock offered by the Company,
         the number of Conversion Shares otherwise to be included pursuant to
         this Section 6.1 in the underwritten public offering may be reduced;
         provided, however, that any such required reduction shall be pro rata
         among all persons (other than the Company and any other persons
         demanding registration pursuant to existing rights who are entitled to
         be protected against any such reduction) who are participating in such
         offering.

                                      -12-
<PAGE>

         Conversion Shares which are thus excluded from the underwritten public
         offering shall be withheld from the market for a period, not to exceed
         90 days, which the managing underwriter reasonably determines is
         necessary in order to effect the underwritten public offering. All
         expenses of such offering, except the fees of special counsel to
         Buyer(s) and brokers' commissions or underwriting discounts payable by
         Buyer(s), shall be borne by the Company.

                  (b) Demand Registration. In addition, on one occasion only,
         commencing upon the later of one (1) year after the date hereof and the
         date that is nine months after an IPO, upon request to register the
         Conversion Shares by the holders of a majority of voting rights
         represented by the Class G Preferred Stock and the Conversion Shares,
         the Company will promptly use its reasonable best efforts to register
         the Conversion Shares under the Securities Act; provided that (i) such
         request must be made within five (5) years from the date hereof and
         (ii) the Company may delay the filing of any registration statement
         requested pursuant to this Section 6.1(b) to a date not more than
         ninety (90) days following the date of such request if in the opinion
         of the Company's principal investment banker at the time of such
         request such a delay is necessary in order not to adversely affect the
         Company's financing efforts then underway or if in the opinion of the
         Company such a delay is necessary or advisable to avoid disclosure of
         material nonpublic information. The costs and expenses directly related
         to any registration requested pursuant to this Section 6.1(b),
         including, but not limited to, legal fees of the Company's counsel,
         audit fees, printing expenses, filing fees of the Commission and the
         National Association of Securities Dealers, Inc. and fees and expenses
         relating to qualifications under state securities or blue sky laws
         incurred by the Company shall be borne entirely by the Company;
         provided, however, that the persons for whose account the securities
         covered by such registration are sold shall bear the expenses of
         brokers' commissions or underwriting discounts applicable to their
         shares and fees of their legal counsel. If Buyers are the only persons
         whose shares are included in the registration pursuant to this Section
         6.1(b), Buyers shall bear on a pro rata basis the expense of inclusion
         of any audited financial statements contained in the registration
         statement which are not dated as of the Company's fiscal year-end or
         are not otherwise prepared by the Company for its own business
         purposes. The Company shall keep effective and maintain any
         registration statement specified in this Section 6.1(b) for such period
         as may be necessary for Buyers to dispose of the Conversion Shares so
         registered, and from time to time shall amend or supplement, at Buyers'
         expense, the prospectus used in connection therewith to the extent
         necessary in order to comply with applicable law; provided that the
         Company shall not be obligated to maintain any registration statement
         for a period of more than nine (9) months. If, at the time any written
         request for registration is received by the Company pursuant to this
         Section 6.1(b), the Company had previously determined to proceed with
         the preparation and filing of a registration statement under the
         Securities Act in connection with the proposed offer and sale of Common
         Stock, such written request shall be deemed to have been given pursuant
         to Section 6.1(a) rather than this Section 6.1(b), and the rights of
         Buyers shall be governed by Section 6.1(a) hereof

                  (c) Registration Procedures. If and whenever the Company is
         required by the provisions of Sections 6.1(a) or 6.1(b) hereof to
         effect the registration of Conversion Shares under the Securities Act,
         the Company will:

                                      -13-
<PAGE>

                           (i) prepare and file with the Commission a
                  registration statement with respect to such securities, and
                  use its reasonable best efforts to cause such registration
                  statement to become and remain effective for such period as
                  may be reasonably necessary to effect the sale of such
                  securities, not to exceed nine (9) months;

                           (ii) prepare and file with the Commission such
                  amendments to such registration statement and supplements to
                  the prospectus contained therein as may be necessary to keep
                  such registration statement effective for such period as may
                  be reasonably necessary to effect the sale of such securities,
                  not to exceed nine (9) months;

                           (iii) furnish to the security holders participating
                  in such registration and to the underwriters of the securities
                  being registered, such reasonable number of copies of the
                  registration statement, preliminary prospectus, final
                  prospectus and such other documents as such participating
                  security holders and underwriters may reasonably request in
                  order to facilitate the public offering of such securities;

                           (iv) use its reasonable best efforts to register or
                  qualify the securities covered by such registration statement
                  under such state securities or blue sky laws of such
                  jurisdictions as such participating security holders and
                  underwriters may reasonably request in writing within 30 days
                  following the original filing of such registration statement,
                  except that the Company shall not for any purpose be required
                  to execute a general consent to service of process or to
                  qualify to do business as a foreign corporation in any
                  jurisdiction wherein it is not so qualified;

                           (v) notify the participating security holders,
                  promptly after it shall receive notice thereof, of the time
                  when such registration statement has become effective or a
                  supplement to any prospectus forming a part of such
                  registration statement has been filed;

                           (vi) notify such participating security holders
                  promptly of any request by the Commission for the amending or
                  supplementing of such registration statement or prospectus or
                  for additional information;

                           (vii) prepare and file with the Commission, promptly
                  upon the request of any such participating security holders,
                  any amendments or supplements to such registration statement
                  or prospectus which, in the opinion of counsel for such
                  holders (and concurred with by counsel for the Company), is
                  required under the Securities Act or the rules and regulations
                  promulgated thereunder in connection with the distribution of
                  such Conversion Shares by such holder;

                           (viii) prepare and promptly file with the Commission
                  and promptly notify such participating security holders of the
                  filing of such amendment or supplement to such registration
                  statement or prospectus as may be necessary to correct any
                  statements or omissions if, at the time when a prospectus
                  relating to such securities is required to be delivered under
                  the Securities Act, any event shall have occurred as the
                  result of which any such prospectus or any other prospectus as
                  then in effect would include an untrue statement of a material
                  fact or omit to

                                      -14-
<PAGE>

                  state any material fact necessary to make the statements
                  therein, in the light of the circumstances in which they were
                  made, not misleading;

                           (ix) advise such participating security holders,
                  promptly after it shall receive notice of the issuance of any
                  stop order by the Commission suspending the effectiveness of
                  such registration statement or the initiation or threatening
                  of any proceeding for that purpose, and promptly use its
                  reasonable best efforts to prevent the issuance of any stop
                  order or to obtain its withdrawal if such stop order should be
                  issued; and

                           (x) furnish on the effective date of the registration
                  statement and, if such registration includes an underwritten
                  public offering, at the closing provided for in the
                  underwriting agreement: (A) opinions, dated such respective
                  dates, of counsel representing the Company for the purposes of
                  such registration, addressed to the underwriters, covering
                  such matters as such persons may reasonably request in
                  customary form as would be given to underwriters in connection
                  with underwritten offerings and (B) letters, dated such
                  respective dates, from the independent certified public
                  accountants of the Company addressed to the underwriters, in
                  customary form and concerning matters of the type customarily
                  covered in "comfort" letters in connection with underwritten
                  offerings, and such other matters as permitted by the
                  Statement on Accounting Standards No. 72.

                  (d) Indemnification. In connection with such registration, the
         Company shall indemnify each Buyer, its officers, directors, employees
         and agents, and any person who controls such Buyer within the meaning
         of Section 15 of the Securities Act, against all losses, claims,
         damages and liabilities caused by any untrue statement of a material
         fact contained in any registration statement or prospectus, (and as
         amended or supplemented, if the Company shall have furnished any
         amendments or supplements thereto) or any preliminary prospectus, or
         caused by any omission to state therein a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, except insofar as such losses, claims, damages or
         liabilities are caused by any untrue statement or omission contained in
         information furnished in writing to the Company by a Buyer expressly
         for use therein, and each Buyer agrees that it will indemnify and hold
         harmless the Company and each of its officers who signs such
         registration statement and each of its directors and each person, if
         any, who controls the Company within the meaning of Section 15 of the
         Securities Act with respect to losses, claims, damages or liabilities
         which are caused by any untrue statement or omission contained in
         information furnished in writing to the Company by such Buyer expressly
         for use therein.

                  (e) Contribution. In addition, in connection with any such
         registration, the Company and Buyers agree that if the indemnification
         to be provided for pursuant to Section 6.1(d) is unavailable to an
         indemnified party as provided herein in respect of any losses, claims,
         damages, liabilities or expenses referred to therein, then the Company
         or a Buyer (as the case may be), in lieu of indemnifying such
         indemnified party, shall contribute to the amount paid or payable by
         such indemnified party as a result of such losses, claims, damages,
         liabilities or expenses in such proportion as is appropriate to reflect
         the relative fault of the Company, on the one hand, and Buyers, on the
         other hand, in connection with the statements or omissions which
         resulted in such losses, claims, damages, liabilities or expenses, as
         well as any other relevant equitable considerations. The relative fault
         of the Company on the one hand, and of a Buyer, on

                                      -15-
<PAGE>

         the other hand, shall be determined by reference to, among other
         things, whether the untrue or alleged untrue statements of a material
         fact or the omission or alleged omission to state a material fact
         relates to information supplied by the Company or by a Buyer, and the
         parties' relative intent, knowledge, access to information and
         opportunity to correct or prevent such statement or omission. The
         amount paid or payable by a party as a result of the losses, claims,
         damages, liabilities and expenses referred to above shall be deemed to
         include, without limitation, any legal or other fees or expenses
         reasonably incurred by such party in connection with investigating or
         defending any action or claim. The Company and Buyers agree that it
         would not be just and equitable if contribution pursuant to this
         Section 6.1(e) were determined by a pro rata allocation or by any other
         method of allocation that does not take account of the equitable
         considerations referred to in this Section 6.1(e). Notwithstanding the
         provisions of this Section 6.1(e), a Buyer shall not be required to
         contribute any amount in excess of the amount by which the total price
         which the Buyer's securities were sold to the public. The parties agree
         that in connection with any such registration, no person guilty of
         fraudulent misrepresentations (within the meaning of Section 11(f) of
         the Securities Act) shall be entitled to contribution from any person
         who was not guilty of such fraudulent misrepresentation.

                  (f) Termination. The registration rights provided in this
         Section 6.1 shall terminate on the earliest to occur of: (i) the date
         that is three (3) years from the date hereof and (ii) the date on which
         all of the Conversion Shares then held by Buyer could be sold pursuant
         to Rule 144(k) under the Securities Act (or any comparable or successor
         provision).

         Section 6.2. Confidentiality. (a) Without the consent of the other
party, neither Buyers nor the Company shall make any public comment, statement
or communication with respect to, or otherwise disclose or permit the disclosure
of the terms of this Agreement and the transactions contemplated hereby, and
each party shall cause its authorized officers, directors, partners, employees,
counsel, accountants, agents and other representatives (collectively,
"Representatives") to strictly comply with the foregoing.

                  (b) Each of the parties hereby covenants and agrees to use
         due care to prevent the disclosure of the information and other
         material furnished under or in connection with this Agreement to
         persons other than its Representatives who have a need to know such
         information or to have access to such material in connection with
         Buyers' investment in the Company and who have agreed to keep such
         information and material confidential. For purposes of this Section
         6.2(b), "due care" means at least the same level of care that a person
         would use to protect the confidentiality of its own sensitive or
         proprietary information, and this obligation shall survive termination
         of this Agreement.

                  (c) Notwithstanding Sections 6.2(a) and (b), either party may
         disclose or deliver any information or other material disclosed to or
         received by it (i) should such party be advised by its counsel that
         such disclosure or delivery is required by law, regulation, legal
         process or administrative order, if the disclosing party has first
         provided the other party with prompt notice of the request to disclose
         or deliver such information or other material a reasonable period of
         time in advance of making such disclosure or delivery so as to enable
         such other party to seek a protective order or other appropriate remedy
         or (ii) in connection with a public or private financing effected by
         the Company, to the extent required in any Registration

                                      -16-
<PAGE>

         Statement, prospectus or other offering document, or to the extent
         necessary to make any statements contained in any of the foregoing not
         misleading.

                  (d) In the event of any termination of this Agreement prior to
         the Closing Date, Buyers shall return to the Company all material
         previously furnished to it or its Representatives in connection with
         this transaction.

         Section 6.3. Information Rights. From and after the Closing Date until
the earlier to occur of (i) the issuance of shares of Common Stock to the public
in an underwritten offering pursuant to a registration statement filed under the
Securities Act covering the offer and sale of Common Stock (an "IPO") and (ii)
the date on which a Buyer no longer owns any Preferred Shares, within 45 days
following the end of each of its first three fiscal quarters and within 90 days
following the end of its fourth fiscal quarter, the Company shall furnish Buyer
with a copy of its financial statements, (including balance sheets, income
statements, changes in stockholders equity and statements of cash flow) for each
of such quarters and fiscal year, respectively. In addition, during such period,
the Company will furnish each Buyer with such additional financial and business
information, including monthly or other periodic financial statements as the
Company may prepare from time to time, upon the reasonable request of a Buyer

                                  ARTICLE VII.

                                  MISCELLANEOUS

         Section 7.1. Amendments, Waivers and Consents. No provision in this
Agreement may be altered or amended, and compliance with any covenant or
provision set forth herein may not be omitted or waived for a Buyer or for the
Company, except by an instrument in writing duly executed by such Buyer and the
Company. Any waiver or consent may be given subject to satisfaction of
conditions stated therein and any waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.

         Section 7.2. Notices. All notices required or permitted by this
Agreement shall be in writing, and shall be hand delivered, sent by facsimile or
nationally recognized overnight delivery service, addressed as follows:

                  (a) If to a Buyer, to the name and address for notice
         appearing on the Signature Page to this Agreement for such Buyer



                  (b) If to the Company:

                      WAM!NET INC.
                      655 Lone Oak Drive
                      Eagan, MN 55121
                      Attention: Edward J. Driscoll, III, President
                      Telephone: 651-256-5100
                      Facsimile: 651-994-9591

                                      -17-
<PAGE>

                      with a copy to:

                      Willkie Farr & Gallagher
                      787 Seventh Avenue
                      New York, NY  10019-6099
                      Attention: Daniel D. Rubino, Esq.
                      Telephone: 212-728-8000
                      Facsimile: 212-728-8111

         or to such other person or address as a party shall specify by notice
         in writing to the other party. All such notices and other
         communications shall be effective when received.

         Section 7.3. Binding Effect; Assignment. This Agreement shall be
binding upon and inure to the benefit of the Company and Buyers. No assignment
of rights or delegation of duties arising under this Agreement may be made by
any party hereto without the prior written consent of the other party.

         Section 7.4. Third-Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their permitted assigns and nothing herein
expressed or implied shall give or be construed to give to any person, other
than the parties hereto and such permitted assigns, any legal or equitable
rights hereunder.

         Section 7.5. Entire Agreement. This Agreement (including all Schedules
and Exhibits hereto) constitutes the entire agreement between the parties hereto
with respect to the subject matter contained herein and supersedes all other
prior understandings or agreements, both written and oral, between the parties
with respect to the matters contained herein.

         Section 7.6. Severability. The provisions of this Agreement are
severable and, in the event that any court of competent jurisdiction shall
determine that any one or more of the provisions or part of a provision
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or part of a provision of
this Agreement; but this Agreement shall be reformed and construed as if such
invalid or illegal or unenforceable provision, or part of a provision, had never
been contained herein, and such provisions or part reformed so that it would be
valid, legal and enforceable to the maximum extent possible.

         Section 7.7. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of Minnesota without regard
to its principles of conflicts of laws.

         Section 7.8. Headings. Article, Section and sub-Section headings in
this Agreement are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose.

         Section 7.9. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and all of which
taken together shall

                                      -18-
<PAGE>

constitute one and the same instrument, and any of the parties hereto may
execute this Agreement by signing any such counterpart by original or facsimile
signature.

         Section 7.10. Expenses. Each party shall pay the fees and expenses of
its respective counsel, accountants and other experts (including any broker,
finder, advisor or intermediary), and shall pay all other expenses incurred by
it in connection with the negotiation, preparation and execution of this
Agreement and the consummation of the transactions contemplated hereby.

         Section 7.11. Exhibits and Schedules. The following Exhibits and
Schedules are attached and made part of this Agreement.

                                      -19-
<PAGE>

                                    EXHIBITS

I.       Rights and Preferences of Class G Convertible Preferred Stock

II.      Opinion of Willkie Farr & Gallagher

                                    SCHEDULES

1.1           Buyers and Purchase Price

2.1(b)        WAM!NET Inc. Subsidiaries

2.1(e)        Litigation, Compliance with Laws

2.1(g)        Capital Structure as of January 31, 2000

2.1(i)        None

2.1(l)        Trademarks

2.1(o) - 1    Master Agreement by and between Winstar Wireless, Inc.

2.1(o) - 2    Securities Purchase Agreement dated as of December 31, 1999, among
              WAM!NET Inc., Winstar Communications, Inc. and Winstar Credit
              Corp.

2.1(o) - 3    Certificate of Designation of Rights and Preferences of Class E
              Convertible Preferred Stock of WAM!NET Inc.

2.1(o) - 4    Securities Purchase Agreement dated as of February 3, 2000, among
              WAM!NET Inc. and Silicon Graphics, Inc.

2.1(o) - 5    Certificate of Designation of Rights and Preferences of Class F
              Convertible Preferred Stock of WAM!NET Inc.

                                      -20-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the day and year first above written.

                                   WAM!NET INC.


                                   ------------------------------------
                                   By:

                                   Its: Assistant Secretary and General Counsel

                                   Buyer

                                   ---------------------------------
                                   (printed name)

                                   By:
                                      ------------------------------

                                   ---------------------------------
                                   (printed name)

                                   Its:
                                       -----------------------------

                                   Address for Notice

                                   ------------------------------------------
                                   ------------------------------------------
                                   ------------------------------------------
                                   Attention:
                                             -----------------------------------
                                   Telephone
                                             -----------------------------------
                                   Facsimile:
                                             -----------------------------------

                                   with a copy to:

                                   ------------------------------------------
                                   ------------------------------------------
                                   ------------------------------------------
                                   Attention:
                                             -----------------------------------
                                   Telephone
                                             -----------------------------------
                                   Facsimile:
                                             -----------------------------------

                                      -21-
<PAGE>

                                  Schedule 1.1

                            Buyers and Purchase Price



                                     Number of Shares
Buyer                              Severally Purchased         Purchase Price
-----                              -------------------         --------------

Sumitomo Corporation                       5,000               $   5,000,000

NEC Corporation                            1,000               $   1,000,000

Dentsu Tec Inc.                              500               $     500,000

Dainippon Ink & Chemicals, Inc.              500               $     500,000

KDD Technology Corp.                         100               $     100,000

KDD Corp.                                    500               $     500,000

Kyoritsu Printing Co., Ltd.                  300               $     300,000

Creek & River Co., Ltd.                      200               $     200,000

Craig W. Funk                                250               $     250,000

Others*                                    1,650               $   1,650,000
                                     -----------               -------------

Totals:                                   10,000               $  10,000,000


*Estimated Maximum