Execution Copy
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                              SERIES A CONVERTIBLE
                       PREFERRED STOCK PURCHASE AGREEMENT




                                      Among




                            UNVEIL TECHNOLOGIES, INC.

                                       and

                                 VOICENET, INC.







                               As of March 7, 2001








<PAGE>



                             EXHIBITS AND SCHEDULES
                             ----------------------

Exhibits
--------

A      Amended and Restated Certificate of Incorporation
B      Form of Stockholders Agreement
C      Form of Registration Rights Agreement


Schedules
---------

4.4    Capitalization
4.6    Material Contracts
4.9    Employee Benefit Plans
4.13   Patents and Trademarks


<PAGE>




                            UNVEIL TECHNOLOGIES, INC.

SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT


         THIS  Agreement,  dated as of  March  7,  2001,  is  among  (a)  Unveil
Technologies,  Inc., a Delaware  corporation  (the  "COMPANY") and (b) Voicenet,
Inc., a Delaware  corporation  ("VOICENET"),and  such other Persons who become a
party hereto pursuant to Section 2.5 hereof. The parties agree as follows:

1.  DEFINITIONS.  Accounting  terms  used in this  Agreement  and not  otherwise
defined  herein  shall  have  the  meanings  provided  in  U.S.  GAAP.   Certain
capitalized  terms are used in this  Agreement as  specifically  defined in this
Section 1 as follows:

         "ADDITIONAL CLOSING" is defined in Section 2.5.

         "ADDITIONAL INVESTOR" is defined in Section 2.5.

         "AFFILIATE"  means  any  Person  directly  or  indirectly  controlling,
controlled  by or under direct or indirect  common  control with the Company (or
other  specified  Person)  and shall  include  (a) any Person who is an officer,
director or beneficial  holder of at least 10% of the outstanding  capital stock
of the Company (or other specified Person),  (b) any Person of which the Company
(or other specified  Person) or any officer or director of the Company (or other
specified  Person) shall,  directly or indirectly,  either  beneficially  own at
least 10% of the  outstanding  equity  securities  or  constitute at least a 10%
participant,  and (c) in the case of a  specified  Person who is an  individual,
Members of the Immediate Family of such Person; provided,  however, that (a) the
Investors  and (b) Yuri  Ziemen,  shall not be  Affiliates  of the  Company  for
purposes of this Agreement.

         "AMENDED AND RESTATED CHARTER" is defined in Section 2.1.

         "BY-LAWS" means all written rules, regulations,  procedures and by-laws
and all other  similar  documents,  relating to the  management,  governance  or
internal  regulation of a Person other than an individual,  each as from time to
time amended or modified.

         "CHARTER" means the articles or certificate of incorporation,  statute,
constitution,  joint  venture or  partnership  agreement  or  articles  or other
charter  of any  Person  other  than an  individual,  each as from  time to time
amended or modified.

         "CLOSING" is defined in Section 2.4.

         "CLOSING DATE" is defined in Section 2.4.

         "CODE"  means the U.S.  federal  Internal  Revenue  Code of 1986 or any
successor  statute,  and the rules and regulations  thereunder,  as from time to
time amended and in effect.


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Unveil Technologies, Inc.
Series A Convertible Preferred Stock Purchase Agreement                   Page 2
--------------------------------------------------------------------------------


         "COMMON STOCK" means the common stock,  $0.001 par value per share,  of
the Company.

         "COMMISSION" means the Securities and Exchange  Commission or any other
federal agency at the time administering the Securities Act, the Exchange Act or
both.

         "COMPANY" is defined in the Preamble.

         "CONTRACTUAL  OBLIGATION"  means,  with  respect  to  any  Person,  any
contracts,  agreements,  deeds, mortgages,  leases, licenses, other instruments,
commitments,  undertakings,  arrangements or understandings, written or oral, or
other documents,  including any document or instrument evidencing  indebtedness,
to which any such  Person is a party or  otherwise  subject to or bound by or to
which any asset of any such Person is subject.

         "EMPLOYEE  BENEFIT PLAN" means each and all "employee benefit plans" as
defined in section 3(3) of ERISA,  maintained or  contributed to by the Company,
any of its Affiliates or any of their respective  predecessors,  or in which the
Company,  any  of  its  Affiliates  or  any  of  their  respective  predecessors
participates  or  participated  and which provides  benefits to employees of the
Company  or their  spouses or covered  dependents  or with  respect to which the
Company has or may have a material liability, including, (i) any such plans that
are  "employee  welfare  plans" as defined in section 3(1) of ERISA and (ii) any
such plans that are "employee  pension benefit plans" as defined in section 3(2)
of ERISA.

         "ERISA" means the Employee  Retirement  Income  Security Act of 1974 or
any successor statute and the rules and regulations thereunder,  and in the case
of any referenced section of any such statute, rule or regulation, any successor
section thereof, collectively and as from time to time amended and in effect.

         "ERISA Group", with respect to any entity,  means any Person which is a
member of the same  "controlled  group" or under  "common  control",  within the
meaning of section  414(b) or (c) of the Code or  section  4001(b)(1)  of ERISA,
with such entity.

         "EXCHANGE  ACT"  means  the  Securities  Exchange  Act of 1934,  or any
successor  federal  statute,  and the rules and  regulations  of the  Commission
thereunder, all as from time to time amended and in effect.

         "GAAP"  means U.S.  generally  accepted  accounting  principles,  as in
effect from time to time, applied on a consistent basis.

         "INVESTOR SECURITIES" is defined in Section 2.1.

         "INVESTORS" means the holders of Investor Securities.



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Unveil Technologies, Inc.
Series A Convertible Preferred Stock Purchase Agreement                   Page 3
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         "LEGAL  REQUIREMENT"  means any federal,  state,  local or foreign law,
statute,  standard,  ordinance,  code,  order,  rule,  regulation,   resolution,
promulgation  or any final order,  judgment or decree of any court,  arbitrator,
tribunal or governmental authority, or any license, franchise, permit or similar
right granted under any of the foregoing.

         "MATERIAL  ADVERSE  EFFECT"  means a material  adverse  effect upon the
business,  assets,  financial condition,  income or prospects of the Company and
its Subsidiaries, if any, on a consolidated basis.

         "MEMBERS OF THE IMMEDIATE FAMILY," as applied to any individual,  means
each parent;  spouse; child; brother;  sister; or the spouse of a child, brother
or sister of the  individual,  and each trust  created for the benefit of one or
more of such  persons  and each  custodian  of a  property  of one or more  such
persons.

         "PENSION  PLAN" means each  pension plan (as defined in section 3(2) of
ERISA) established or maintained, or to which contributions are or were made, by
the Company or any of its  Subsidiaries  or former  Subsidiaries,  or any Person
which is a member of the same ERISA Group with any of the foregoing.

         "PERSON"  means  an  individual,  partnership,   corporation,  company,
association,   trust,  joint  venture,   unincorporated   organization  and  any
governmental department or agency or political subdivision.

         "PREFERRED  STOCK" means the Series A Convertible  Preferred Stock, par
value $0.001 per share, of the Company.

         "PRINCIPAL  HOLDER" means  Voicenet (and its  Affiliates) so long as it
holds Investor Securities representing at least 25% of its original investment.

         "QUALIFIED PUBLIC OFFERING" is defined in Paragraph 5 of Article FOURTH
of the Amended and Restated Charter.

         "REGISTRATION RIGHTS AGREEMENT" is defined in Section 3.6(b).

         "RELATED   AGREEMENTS"   means  the  Stockholders   Agreement  and  the
Registration Rights Agreement.

         "REQUIRED  HOLDERS"  means the holders at the relevant time  (excluding
the  Company or any of its  Subsidiaries)  of a  majority  or more of the voting
power of all Preferred Stock, voting together as a single class.



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Unveil Technologies, Inc.
Series A Convertible Preferred Stock Purchase Agreement                   Page 4
--------------------------------------------------------------------------------

         "SECURITIES  ACT" means the Securities Act of 1933, as amended,  or any
successor  federal  statute,  and the rules and  regulations  of the  Commission
thereunder, all as the same shall be from time to time amended and in effect.

         "STOCKHOLDERS AGREEMENT" is defined in Section 3.6(a).

         "SUBSIDIARY"  means any Person of which the Company or other  specified
Person now or hereafter shall at the time (a) own directly or indirectly through
a Subsidiary at least 50% of the  outstanding  capital stock (or other shares of
beneficial  interest)  entitled to vote  generally  or (b)  constitute a general
partner.

         "WELFARE  PLAN" means each  welfare plan (as defined in section 3(1) of
ERISA)  established or  maintained,  or to which any  contributions  are or were
made, by the Company or any of its  Subsidiaries or any Person which is a member
of the same ERISA Group with any of the foregoing.

         "VOICENET" is defined in the Preamble.

2. SALE AND PURCHASE OF SECURITIES.

         2.1.  INVESTOR  SECURITIES.  The Preferred Stock being purchased by the
Investors  hereunder  are  referred  to as  "INVESTOR  SECURITIES."  The powers,
preferences  and rights of the  Preferred  Stock are set forth in the  Company's
Charter as amended  through  the date  hereof in the form set forth in EXHIBIT A
(the "AMENDED AND RESTATED CHARTER").

         2.2.   AGREEMENT  TO  SELL  AND  PURCHASE.   Based  on  the  Investors'
representations  and  warranties  contained in Section 5, the Company  agrees to
issue and sell to the Investors and, subject to the terms and conditions  hereof
and in reliance on the representations, warranties and agreements of the Company
contained or referred to herein,  the Investors  severally agree to purchase (a)
in the case of  Voicenet,  2,500,000  shares  of  Preferred  Stock at a price of
$0.625 per share at the Closing,  and (b) in the case of  Additional  Investors,
such  number of shares  of  Preferred  Stock as are  indicated  on  subscription
agreements  executed and  delivered by such  Additional  Investors at a price of
$0.625 per share at any Additional Closings.

         2.3.  RESERVATION  OF SHARES.  The  Company  will have  authorized  and
reserved  as of the  Closing  and each  Additional  Closing,  and  covenants  to
continue thereafter to reserve, free of preemptive rights and other preferential
rights, a sufficient number of its previously  authorized but unissued shares of
Common Stock to satisfy the rights of conversion of the holders of the Preferred
Stock.

         2.4.  CLOSING.  The closing of the purchase and sale of Preferred Stock
described in Section 2.2(a) (the "CLOSING")  shall take  place in Boston,
Massachusetts  at the  offices  of Ropes & Gray on March 7, 2001  (the  "CLOSING
DATE") or at such other place and time as the Company



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Unveil Technologies, Inc.
Series A Convertible Preferred Stock Purchase Agreement                   Page 5
--------------------------------------------------------------------------------


and Voicenet may otherwise agree. Against payment of the purchase price therefor
by check, wire transfer, cancellation of indebtedness or such other form of
payment as shall be acceptable to the Company, (a) at the Closing, the Company
will deliver to Voicenet a certificate evidencing 2,500,000 shares of Preferred
Stock and (b) at each Additional Closing, the Company will deliver to each
Investor a certificate evidencing such number of Preferred Shares as such
Investor has purchased at such Additional Closing.

         2.5.  ADDITIONAL  CLOSINGS.  At any time within 90 days of the Closing,
the Company may, but is not obligated to, sell up to 500,000 shares of Preferred
Stock (the "ADDITIONAL INVESTOR SECURITIES") to certain individuals and entities
who did not purchase  Investor  Securities  at the Closing (any such Person,  an
"ADDITIONAL   INVESTOR").   The  purchase  price  for  the  Additional  Investor
Securities to be sold to the Additional  Investors  pursuant to this Section 2.5
shall be $0.625  per  share.  As a  condition  to each  such sale of  Additional
Investor  Securities to an Additional  Investor,  such Additional Investor shall
execute and deliver to the Company a counterpart  signature page to each of this
Agreement, the Shareholders Agreement and the Registration Rights Agreement. All
such Additional Investors shall be deemed, upon such execution and delivery,  an
Investor  for all  purposes  under  this  Agreement,  with all of the rights and
obligations  thereof.  Each additional closing  contemplated by this Section 2.5
shall be referred to herein as an "ADDITIONAL CLOSING".

3. CONDITIONS TO PURCHASE.  The Investors'  several  obligations to purchase the
Preferred Stock pursuant to this Agreement are subject to the  satisfaction,  on
or prior to the  Closing  Date or the date of any  Additional  Closings,  of the
following conditions:

         3.1.  REPRESENTATIONS AND WARRANTIES  CORRECT.  The representations and
warranties  made by the Company herein shall be true and correct in all respects
on and as of the Closing Date.

         3.2.  FILING OF CHARTER.  The Company  shall have filed the Amended and
Restated Charter with the Secretary of State of the State of Delaware.

         3.3.  SECRETARY'S  CERTIFICATE.  The  Secretary  of the  Company  shall
deliver a  Certificate  certifying:  (a) the  signatures  of the officers of the
Company  authorized to sign the  Agreement,  the  certificates  for the Investor
Securities and the Related Agreements;  (b) the By-laws of the Company in effect
on the Closing  Date;  (c) the Amended  and  Restated  Charter as filed with the
State of Delaware and effective on the Closing Date; and (d) the  resolutions of
the board of directors of the Company  authorizing the execution and delivery of
the Agreement, the Related Agreements and the transactions contemplated hereby.

         3.4.  BOARD OF  DIRECTORS.  The Board of Directors of the Company shall
consist of the members identified in the Stockholders Agreement.

3.5.

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Unveil Technologies, Inc.
Series A Convertible Preferred Stock Purchase Agreement                   Page 6
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         3.5 GOOD  STANDING.  The Company shall  deliver a  Certificate  of Good
Standing  for the Company  from the  Secretary of State of the State of Delaware
and a  certificate  of foreign  qualification  from the state  secretary  of the
Commonwealth of Massachusetts.

         3.6.  RELATED  AGREEMENTS.  The  Company  shall  have duly  authorized,
executed and delivered to the Investors the following agreements:

                  (a)  Stockholders  Agreement, in the  form of EXHIBIT B, among
         the Company, the Investors and certain other stockholders of the
         Company (as from time to time in effect, the "STOCKHOLDERS AGREEMENT").

                  (b)  Registration  Rights Agreement, in the form of EXHIBIT C,
         among the Company, the Investors and certain other stockholders of the
         Company (as from time to time in effect, the "REGISTRATION RIGHTS
         AGREEMENT").

         3.7. EMPLOYEE  CONFIDENTIALITY  AND INVENTION  AGREEMENTS.  Each person
employed by the Company who has access to proprietary information concerning the
Company shall have executed and delivered to the Company a  confidentiality  and
invention agreement.

         3.8.  LEGALITY.  All  authorizations,   approvals  or  permits  of  any
governmental  authority or regulatory  body that are required in connection with
the lawful  issuance and sale of the Preferred  Stock pursuant to this Agreement
shall have been duly obtained and shall be in full force and effect.

         3.9.  GENERAL.  All instruments and legal and corporate  proceedings in
connection  with  the  transactions  contemplated  by this  Agreement  shall  be
reasonably  satisfactory  in  form  and  substance  to the  Investors,  and  the
Investors  shall have received  copies of all  documents,  including  records of
corporate proceedings and officers certificates,  which they may have reasonably
requested in connection therewith.

         3.10.  CONDITIONS PRECEDENT TO THE ADDITIONAL  CLOSINGS.  Except as set
forth in this  Section  3.10,  there  shall be no  conditions  precedent  to the
respective  obligations  of each of the  Additional  Investors  to purchase  the
shares of Preferred  Stock to be purchased  by it at the  applicable  Additional
Closing;  PROVIDED  HOWEVER,  that in no event shall any Additional  Investor be
obligated to purchase any shares of  Preferred  Stock,  if, prior to the date of
the  applicable  Additional  Closing,  (a) the  Company  has filed a petition in
bankruptcy (or takes any equivalent  action under  applicable  state law), (b) a
receiver and/or  administrator  (or equivalent) has been appointed in respect of
substantially all of the Company's assets,  (c) the Company has sought to make a
compromise,  assignment or other  arrangement  for the benefit of its creditors,
(d) there has been filed any  complaint,  application  or  petition  against the
Company  seeking  an order of relief or  adjudication  of  bankruptcy  under the
Bankruptcy  Act with respect to the Company,  which  complaint,  application  or
petition is not timely  contested,  or, if timely  contested,  is not  dismissed
within 60 days of the date when such  petition was filed,  or (e) there has been
filed any



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Unveil Technologies, Inc.
Series A Convertible Preferred Stock Purchase Agreement                   Page 7
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complaint  against  the Company  alleging  that the  Company  has  violated  the
intellectual  property  or other  proprietary  rights  of a third  party,  which
complaint (if resolved in favor of the plaintiff)  would  reasonably be expected
to have a Material Adverse Effect.

4.  REPRESENTATIONS  AND  WARRANTIES.  In order to induce the Investors to enter
into this Agreement and to purchase the Preferred Stock  hereunder,  the Company
represents  and  warrants  the  following,  except  as set  forth  in a  Company
Disclosure Letter attached hereto (the "COMPANY DISCLOSURE LETTER") furnished to
Voicenet.

         4.1. ORGANIZATION. The Company is a duly organized and validly existing
corporation  in good  standing  under the laws of Delaware.  The Company is duly
qualified  to do business as a foreign  corporation  and is in good  standing in
each  jurisdiction in which it does business,  except where the failure to be so
qualified would not have a Material Adverse Effect.

         4.2. CORPORATE POWER AND AUTHORITY;  NO CONFLICTS.  The Company has all
necessary corporate power and authority to enter into and perform this Agreement
and the Related Agreements, to issue and sell the Investor Securities hereunder,
and to carry  on the  businesses  now  conducted  or  presently  proposed  to be
conducted  by it.  The  Company  has taken all  corporate  action  necessary  to
authorize  this  Agreement,  the  Related  Agreements  and the  issuance  of the
Investor  Securities  to be issued and sold  hereunder.  This  Agreement and the
Related  Agreements  are legal,  valid and binding  agreements  of the  Company,
enforceable  in  accordance  with  their  terms.  The  execution,  delivery  and
performance by the Company of this Agreement and the Related  Agreements and the
issuance and sale of the Investor Securities will not result in any violation of
or be in conflict  with, or result in a breach of or constitute a default under,
any term or provision of any Legal  Requirement to which the Company is subject,
or the Company's Charter or By-Laws, or any Contractual  Obligation to which the
Company is a party or by which it is bound.

         4.3.  SUBSIDIARIES.  The Company  does not own or control,  directly or
indirectly,  or have an  interest  in,  any other  corporation,  partnership  or
business entity.

         4.4. CAPITALIZATION. The authorized capital stock of the Company is set
forth in the Charter.  On the Closing Date,  after giving effect to the issuance
of the Preferred Stock:  (a) the Company will have no outstanding  capital stock
except for the shares of Common Stock and Preferred Stock owned beneficially and
of record  by the  persons  listed on  SCHEDULE  4.4,  (b) all of the  shares of
capital stock of the Company will be validly issued,  fully paid,  nonassessable
and  subject to no lien or  restriction  on  transfer,  except  restrictions  on
transfer imposed by the Related  Agreements and applicable  securities laws, and
(c) all of the outstanding shares of capital stock have been offered and sold in
compliance with applicable  United States federal and state securities laws. The
Company has no  outstanding:  (a) rights  (either  preemptive  or  otherwise) or
options to  subscribe  for or  purchase,  or any  warrants  or other  agreements
providing for or requiring the issuance of, any capital stock or any  securities
convertible  into or  exchangeable  for its capital  stock,  (b)  obligations to
repurchase or otherwise acquire or retire any of its capital



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Unveil Technologies, Inc.
Series A Convertible Preferred Stock Purchase Agreement                   Page 8
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stock, any securities  convertible into or exchangeable for its capital stock or
any rights, options or warrants with respect thereto except any contained in the
Related  Agreements,  (c) rights that require it to register the offering of any
of its securities  under the Securities Act or (d) restrictions on voting any of
securities.

         4.5.  OUTSTANDING  DEBT;  ABSENCE OF  LIABILITIES.  The  Company has no
outstanding indebtedness for borrowed money, except for trade payables and money
borrowed  from  Voicenet  and/or any  Affiliate  of  Voicenet  and (ii) is not a
guarantor or otherwise  contingently  liable on such  indebtedness  of any other
Person. The Company has no material liabilities, contingent or otherwise.

         4.6. CONTRACTUAL  OBLIGATIONS.  SCHEDULE 4.6 contains,  together with a
reference to the  paragraph  pursuant to which each item is being  disclosed,  a
correct and complete list of all Contractual Obligations of a material nature of
the Company and its Subsidiaries of the types described below:

              (a) All collective bargaining agreements, all employment, bonus or
consulting agreements, all pension, profit sharing, deferred compensation, stock
option,  stock purchase,  retirement,  welfare or incentive plans or agreements,
and all plans,  agreements or practices that constitute "fringe benefits" to any
of the employees of the Company or its Subsidiaries.

              (b)  All  Contractual  Obligations  under  which  the  Company  is
restricted from carrying on any business,  venture or other activities  anywhere
in the world.

              (c) All  Contractual  Obligations to sell or lease (as lessor) any
of the  properties or assets of the Company or its  Subsidiaries,  except in the
ordinary  course of  business,  or to  purchase  or lease (as  lessee)  any real
property.

              (d) All  Contractual  Obligations  pursuant  to which the  Company
guarantees  any  liability  of any  Person,  or  pursuant  to which  any  Person
guarantees any liability of the Company.

              (e) All  Contractual  Obligations  pursuant  to which the  Company
provides  goods or  services  involving  payments  to the  Company  of more than
$25,000 annually,  which Contractual Obligation is not terminable by the Company
without penalty upon notice of 30 days or less.

              (f) All Contractual  Obligations with any Affiliate of the Company
(other than this Agreement and the Related Agreements).

              (g) All Contractual  Obligations  providing for the disposition of
the business,  assets or shares of the Company or the merger or consolidation or
sale of  purchase of all or  substantially  all of the assets or business of any
Person, and any letters of intent relating to the foregoing.



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Series A Convertible Preferred Stock Purchase Agreement                   Page 9
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              (h) All  Contractual  Obligations  of the Company  relating to the
borrowing of money or to the  mortgaging or pledging of, or otherwise  placing a
lien on, any asset of the Company  (except  liens imposed by operation of law in
favor of landlords,  suppliers,  mechanics or others who provide services to the
Company).

         All of the  Contractual  Obligations  of the  Company  are  enforceable
against  the  Company  and,  to its  knowledge,  the other  parties  thereto  in
accordance with their terms,  except for Contractual  Obligations the failure of
which to be so  enforceable  does not and will not result in a Material  Adverse
Effect.  The Company is not in default  under nor, to the best of the  Company's
knowledge, are there any material liabilities arising from any breach or default
by any Person prior to the date of this  Agreement of, any provision of any such
Contractual  Obligation.  The Company has  furnished to the  Investors  true and
correct copies of all Contractual  Obligations  listed on SCHEDULE 4.6 which the
Investors have reasonably requested.

         4.7.  TRANSACTIONS  WITH  AFFILIATES.  No Affiliate of the Company is a
customer or supplier of, or is party to any  Contractual  Obligation  with,  the
Company.

         4.8. CONFORMITY WITH LEGAL REQUIREMENTS.  The operations of the Company
as now conducted  are not in violation of, nor is the Company in default  under,
any Legal  Requirements  presently  in effect,  except for such  violations  and
defaults  as do not and will not,  in the  aggregate,  have a  Material  Adverse
Effect.  The Company has all  franchises,  licenses,  permits or other authority
presently necessary for the conduct of its business as now conducted.

         4.9. EMPLOYEE BENEFIT PLANS. SCHEDULE 4.9 sets forth a complete list of
all Employee  Benefit Plans and all Welfare Plans applicable to the employees of
the Company.  Each Employee Benefit Plan and Welfare Plan has been  administered
in substantial  compliance with its terms and all applicable laws, including the
Code and ERISA,  except  where the  failure to comply  would not have a Material
Adverse Effect.  The Company has no obligation under any Welfare Plan to provide
for the  continuation of benefits  (other than  disability  payments and medical
benefits incurred for illness arising in the course of employment) for more than
one year after  retirement or other  termination of  employment.  No "reportable
events"  within the meaning of section 4043 of ERISA have  occurred with respect
to any  Employee  Benefit  Plan.  No Pension Plan is a  "multiemployer  plan" as
defined in ERISA.  The present  value of benefits  liabilities  as  described in
Title IV of ERISA of Employee Benefit Plans does not exceed the current value of
such Employee  Benefit Plans assets  allocable to such benefits  liabilities  by
more than $100,000.

         4.10.  EMPLOYEES.  None of the  employees  of the Company is  presently
represented  by a labor union,  and to Company's  knowledge no petition has been
filed or  proceedings  instituted by any employee or group of employees with any
labor  relations  board seeing  recognition of a bargaining  representative.  No
controversies  or  disputes  are  pending  between  the  Company  and any of its
employees, except for such controversies and disputes as do not and will not, in
the



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Series A Convertible Preferred Stock Purchase Agreement                  Page 10
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aggregate, have a Material Adverse Effect. To the best of the Company's
knowledge, no employee of the Company is in violation of any term of any
Contractual Obligation with a former employer relating to the right of any such
employee to by employed by the Company because of the nature of the Company's
business or the use of any trade secrets or proprietary information. Each
employee of the Company is an "employee at will" and may be terminated by the
Company without payment of any amounts other than accrued wages.

         4.11.  TAXES.  The Company has filed all material  tax and  information
returns  which are  required  to be filed by it and has paid,  or made  adequate
provision  for the  payment  of, all taxes  which have or may  become  due.  The
Company has no  knowledge of any material  additional  assessments  or any basis
therefor.  The Company has withheld or  collected  from each payment made to its
employees the amount of all taxes required to be withheld or collected therefrom
and has paid over such amounts to the appropriate taxing authorities.

         4.12. LITIGATION.  No litigation or proceeding before, or investigation
by, any foreign,  federal,  state or municipal  board or other  governmental  or
administrative  agency or any  arbitrator is pending or, to the knowledge of the
Company,  threatened (nor to the knowledge of the Company,  does any basis exist
therefor) against the Company or, to the Company's knowledge, any officer of the
Company,  which in the aggregate could result in any material liability or which
may otherwise result in a Material Adverse Effect, or which seeks rescission of,
seeks to enjoin the  consummation  of, or which  questions the validity of, this
Agreement or any other Related Agreement or any of the transactions contemplated
hereby or thereby.

         4.13. PATENTS AND TRADEMARKS. The Company owns or has sufficient rights
to use all patents, patent applications,  trademarks, service marks, copyrights,
trade secrets and other intellectual  property rights necessary for its business
as now  conducted  or proposed  to be  conducted  by it. A complete  list of all
patents, patent applications,  trademarks, and registered copyrights is included
on SCHEDULE  4.13.  To Company's  knowledge,  the conduct of the business of the
Company  does  not  conflict  with or  infringe  upon the  patents,  trademarks,
copyrights  or other  intellectual  property  rights  of any other  Person.  The
Company is not aware that any of its patents,  trademarks,  copyrights  or other
intellectual property rights are not valid and enforceable.

         4.14.  CONSENTS.  No  consent,   approval,   qualification,   order  or
authorization  of, or filing  with any  governmental  authority  is  required in
connection  with the Company's valid  execution,  delivery or performance of the
Related  Agreements,  or the offer, issue or sale of the Investor  Securities by
the Company,  the conversion of the Preferred  Stock,  or the issuance of Common
Stock upon conversion of the Preferred  Stock, or the  consummation of any other
transaction contemplated on the part of the Company hereby, except the filing of
the Amended and Restated Charter.

         4.15. FILINGS,  BROKER'S FEES, ETC. The Company is not obligated to pay
any  broker's  fee,  finder's  fee,  investment  banker's  fee or other  similar
transaction fee in connection with the transactions contemplated hereby.


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Unveil Technologies, Inc.
Series A Convertible Preferred Stock Purchase Agreement                  Page 11
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         4.16. REAL PROPERTY  HOLDING  CORPORATION.  Neither the Company nor its
Subsidiaries is a "United States real property holding  corporation," as defined
in section 897(c)(2) of the Code and Treasury Regulation section 1.897-2(b).

         4.17.  FEDERAL RESERVE  REGULATIONS.  The Company is not engaged in the
business of extending  credit for the purpose of purchasing  or carrying  margin
securities  (within the meaning of Regulation G of the Board of Governors of the
Federal  Reserve  System),  and no part of the  proceeds  from  the  sale of the
Investor  Securities will be used to purchase or carry any margin security or to
extend  credit to others for the purpose of  purchasing  or carrying  any margin
security or in any other  manner  which would  involve a violation of any of the
regulations of the Board of Governors of the Federal Reserve System.

5. INVESTMENT REPRESENTATIONS; RESTRICTIONS ON TRANSFER.

         5.1.  REPRESENTATIONS  AND  WARRANTIES  OF THE  INVESTORS.  Each of the
Investors severally represents and warrants to the Company that:

              (a) It is an  "accredited  investor"  for purposes of Regulation D
under the Securities Act and that it has sufficient  knowledge and experience in
investing in companies similar to the Company in terms of the Company's stage of
development  so as to be able to evaluate the risks and merits of its investment
in the Company and it is able financially to bear the risks thereof.

              (b)  It is  acquiring  the  Preferred  Stock  at the  Closing  for
investment  for its own  account  and  not  with a view  to,  or for  resale  in
connection with, any distribution thereof.

              (c) It has had an  opportunity  to discuss the Company,  business,
management and financial affairs with the Company's  management and has received
(or had made available to it) any financial and business documents  requested by
it.

              (d) It  understands  that  the  shares  of  Preferred  Stock to be
purchased by it have not been  registered  under the  Securities Act and must be
held indefinitely  unless a subsequent  disposition  thereof is registered under
the Securities Act or is exempt from such registration.

              (f) It has no  contract,  arrangement  or  understanding  with any
broker, finder or similar agent with respect to the transactions contemplated by
this Agreement.

              (g) It has all  necessary  power and  authority  to enter into and
perform its obligations  under this Agreement and the Related  Agreements and to
purchase the  Investor  Securities  hereunder.  This  Agreement  and the Related
Agreements are legal, valid and binding agreements of the Investor,  enforceable
against the Investor in accordance with their terms.



<PAGE>


Unveil Technologies, Inc.
Series A Convertible Preferred Stock Purchase Agreement                  Page 12
--------------------------------------------------------------------------------


         5.2.  LEGEND.   Each  certificate   representing   shares  of  Investor
Securities shall bear legends in substantially the following forms:

              "The  shares   represented  by  this  certificate  have  not  been
              registered under the Securities Act of 1933, as amended,  or under
              the  securities  laws  of any  state,  and  may  not be  sold,  or
              otherwise  transferred,  in the absence of such registration or an
              exemption  therefrom  under such Act and under any such applicable
              state laws."

              "The  Corporation  has  more  than  one  class  of  capital  stock
              authorized  to be issued.  The  Corporation  will furnish  without
              charge to each stockholder upon written request a copy of the full
              text of the preferences, voting powers, qualifications and special
              and relative  rights of the shares of each class of stock (and any
              series thereof)  authorized to be issued by the Corporation as set
              forth in its charter and any amendments thereto."

6. MISCELLANEOUS.

         6.1.  EXPENSES.  The Company and the  Investors  will each bear its own
expenses and legal fees  incurred on its behalf with  respect to this  Agreement
and the Related Agreements.

         6.2. NOTICES. Any notice or other communication in connection with this
Agreement  or the  Investor  Securities  shall be deemed to be  delivered  if in
writing addressed as provided below and if either (a) actually delivered at said
address,  (b) in the case of a letter,  three  business  days shall have elapsed
after the same  shall  have been  deposited  in the mail,  postage  prepaid  and
registered  or  certified,  return  receipt  requested  or (c)  transmitted  and
confirmed by telecopy or by overnight or two-day courier:

         If to  the  Company,  to it at  400  5th  Avenue,  Waltham,  MA  02451,
attention:  President, telecopy: (781) 890-6977, telephone: (781) 890-7333, with
a copy to Ropes & Gray, One International  Place,  Boston, MA 02110,  attention:
Gregory E. Moore, Esq., telecopy: (617) 951-7050,  telephone: (617) 951-7000, or
at such other  address as the  Company  shall  have  specified  by notice to the
Principal Holders.

         If to  Voicenet,  to 1040  First  Avenue,  New  York,  New York  10022,
Attention:  Chief Executive Officer, telecopy:                , telephone: (212)
642-5476, with a  copy to Cummings &  Lockwood, 4  Stamford Plaza,  Stamford, CT
06904, attention:  David  Fleming,  Esq., telecopy:  (203) 708-3881,  telephone:
(203) 351-4570,  or at such  other address as  Voicenet shall  have specified by
notice to the Company.

         If to any other holder of record of any Investor Security, to it at its
address set forth in the stock register of the Company.



<PAGE>

Unveil Technologies, Inc.
Series A Convertible Preferred Stock Purchase Agreement                  Page 13
--------------------------------------------------------------------------------



         6.3.  CONFIDENTIALITY.  Each Investor  will  maintain the  confidential
nature of information  obtained from the Company  concerning the Company and its
Subsidiaries,  if any;  PROVIDED,  HOWEVER,  that  such  Investor  shall  not be
precluded from making disclosure regarding such information:  (a) to counsel for
any such Investor,  accountants or other professional advisors on a need-to-know
basis,  (b)  to  any  other  Investor,  (c) as  required  by  law or  applicable
regulation,  (d) to any  participant  in or assignee of any Investor  Securities
after notice to the Company so long as such  participant  or assignee has agreed
to be bound by this Section 6.3 or (e) to the extent such information has become
publicly available other than as a result of the violation of this Section 6.3.

         6.4. AMENDMENTS AND WAIVERS.  Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either  retroactively or prospectively) with the
written  consent of the Required  Holders.  Any amendment or waiver  effected in
accordance  with this  Section  6.4  shall be  binding  upon each  holder of any
Investor Securities and the Company and each of its Subsidiaries.

         6.5. SURVIVAL AND TERMINATION OF COVENANTS. All covenants,  agreements,
representations  and  warranties  made herein or in any closing  certificate  or
other  certificate or written report  delivered to the Investors  pursuant to an
express  requirement  hereof shall be deemed to have been material and relied on
by the  Investors,  shall survive the execution and delivery of the Agreement to
the Investors hereof and of the Investor Securities and shall terminate upon the
closing of a Qualified Public Offering.

         6.6.  GENERAL.  The  invalidity  or  unenforceability  of any  term  or
provision  hereof shall not affect the validity or  enforceability  of any other
term or provision hereof.  The headings in this Agreement are for convenience of
reference only and shall not alter or otherwise affect the meaning hereof.  This
Agreement,  the Related  Agreements  and the other  items  referred to herein or
therein  constitute the entire  understanding of the parties hereto with respect
to the subject  matter  hereof and thereof and  supersede  all present and prior
agreements,  whether  written or oral. This Agreement is intended to take effect
as a sealed  instrument and may be executed in any number of counterparts  which
together shall constitute one instrument. The Agreement shall be governed by and
construed  in  accordance  with  the  General  Corporation  Law of the  State of
Delaware  as to matters  within the scope  thereof  and as to all other  matters
shall be construed  and  enforced in  accordance  with the internal  laws of the
Commonwealth of Massachusetts (other than the conflict of laws rules), and shall
bind and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns.  Whether or not any express  assignment has been made in
this Agreement, provisions of this Agreement that are for the Investors' benefit
as the  holder of any  Investor  Securities  are also for the  benefit  of,  and
enforceable by, all subsequent holders of Investor Securities.


                  [Remainder of Page Intentionally Left Blank]


<PAGE>


Unveil Technologies, Inc.
Series A Convertible Preferred Stock Purchase Agreement           Signature Page
--------------------------------------------------------------------------------



         IN WITNESS WHEREOF,  the undersigned have executed this Agreement under
seal as of the date first above written.

                                        UNVEIL TECHNOLOGIES, INC.


                                        By /s/ Peter Durlach
                                          --------------------------------
                                            Name: Peter Durlach
                                            Title: President


                                        VOICENET, INC.


                                        By /s/ Alan Dawson
                                          --------------------------------
                                            Name: Alan Dawson
                                            Title: Chief Executive Officer