SERIES A CONVERTIBLE  PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement")
is made as of April 4, 2001, by and between ECCS, Inc., a New Jersey corporation
(the  "Company"),  and the  investors  set forth on the  Schedule of  Purchasers
attached hereto as Exhibit A (the "Purchasers").

     The parties hereby agree as follows:

                                   ARTICLE I
                          PURCHASE AND SALE OF SERIES A
                           CONVERTIBLE PREFERRED STOCK

     SECTION 1.01.  Sale and Issuance of Series A Convertible  Preferred  Stock.
                    ------------------------------------------------------------

          (a) The Company has file with the  Secretary  of State of the State of
New  Jersey  on  March  8,  2001,  an  amendment  to the  Restated  and  Amended
Certificate of  Incorporation  (the "March 8,2001  Amendment") and shall file an
additional  amendment  with the Secretary of State of the State of New Jersey on
or before the Closing (the March 8, 2001 Amendment,  together with the amendment
to be filed, the "Restated  Certificate").  The Restated Certificate is attached
hereto as Exhibit B.

          (b)  Subject  to the  terms  and  conditions  of this  Agreement,  the
Purchasers  agree to purchase at the Closing and the Company  agrees to sell and
issue to the Purchasers at the Closing 250,000 shares of preferred stock,  $0.01
par value,  designated as 6% Cumulative  Convertible  Preferred Stock,  Series A
("Series A Convertible  Preferred  Stock" or the "Shares") as set forth opposite
each  Purchaser's  name on  Exhibit  A hereto at a  purchase  price of $2.00 per
share.

     SECTION 1.02.  Closing.  (a) The purchase and sale of 250,000  Shares shall
                    -------
take place at the offices of Cravath,  Swaine & Moore,  825 Eighth  Avenue,  New
York,  New York, at 10:00 a.m. on April 4, 2001, or at such other time and place
as the  Company and the  Purchasers  mutually  agree upon,  orally or in writing
(which time and place are  designated  as the  "Closing").  At the Closing,  the
Company  also shall  deliver to the  Purchasers  certificates  representing  the
Shares  against  delivery by the  Purchasers of the purchase  price  therefor by
certified  or official  bank check  payable to the Company in New York  Clearing
House  (next-day)  funds or by wire transfer of Federal  (same-day) funds to the
account specified by the Company.

                               PURCHASE AGREEMENT

                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to each Purchaser that:

     SECTION 2.01.  Organization, Good Standing and Qualification.   The Company
                    ---------------------------------------------
is a corporation duly organized, validly existing and in good standing under the
laws of the  State of New  Jersey  and has all  requisite  corporate  power  and
authority  to carry on its  business  as now  conducted  and as  proposed  to be
conducted. The Company is duly qualified to transact business


<PAGE>

and is in good standing in each  jurisdiction in which the failure so to qualify
would have a material adverse effect on its business or properties.

     SECTION 2.02.  Capitalization.   The  authorized  capital  of  the  Company
                    --------------
consists, or will consist, immediately prior to the Closing, of:

          (a) Preferred  Stock.  3,000,000  shares of Preferred  Stock, of which
1,793,750 shares have been designated Series A Convertible  Preferred Stock. The
rights,  privileges and preferences of the Series A Convertible  Preferred Stock
are as stated in the Restated Certificate.

          (b)  Common  Stock.  50,000,000  shares  of  Common  Stock,  of  which
11,522,971 shares are issued and outstanding.

          (c) Options and Warrants.  Except for the  conversion  privileges  and
preemptive rights of the Series A Convertible Preferred Stock issued pursuant to
this  Agreement,  and shares of Common Stock  subject to the (i) options  issued
under the 1989 Stock Option Plan, (ii) options issued or issuable under the 1996
Stock  Plan,  (iii)  options  issued or  issuable  under  the 1996  Non-Employee
Directors Stock Option Plan, (iv) 298,848 Common Stock purchase warrants granted
to Michael E. Faherty on December 6, 1994,  (v) shares of Common Stock  issuable
under the 1995 Employee  Stock  Purchase  Plan,  and (vi) options to purchase an
additional  508,490  shares of Common  Stock  issued to  certain  employees  and
consultants of the Company outside of any option plan,  there are no outstanding
options,  warrants,  rights  (including  conversion  or  preemptive  rights)  or
agreements,  orally or in  writing,  for the  purchase or  acquisition  from the
Company of any shares of its  capital  stock (the  rights and options in clauses
(i) through (vi) above being collectively  called the "Existing Equity Rights").
There  previously  exist no rights of first refusal or similar rights in respect
of shares of the Company's  capital stock issued or sold by the Company,  except
as described above. As of December 31, 2000, the Company has reserved  2,338,966
shares of Common Stock for future issuance to officers, directors, employees and
consultants  pursuant to equity  incentive  plans and agreements  adopted by the
Company.

     SECTION 2.03.  Subsidiaries.   Each subsidiary of the company (individually
                    ------------
a  "Subsidiary"  and  collectively  the  "Subsidiaries")  is  inactive,  and the
Subsidiaries  do not, either  individually  or in the aggregate,  own or lease a
material  portion  of the  Company's  property  or assets or  conduct a material
portion of the Company's  business;  and each of the  Subsidiaries has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of its respective  jurisdiction of  incorporation,  is duly qualified to do
business and is in good standing as a foreign  corporation in each  jurisdiction
in which its  respective  ownership  or lease or  property or the conduct of its
respective  business requires such qualification and has all power and authority
necessary to own or hold its  respective  properties and to conduct the business
in which it is engaged.

     SECTION 2.04.  Authorization.   All  corporate  action  on the  part of the
                    -------------
Company,   its   officers,   directors  and   shareholders   necessary  for  the
authorization,  execution and delivery of this Agreement, the performance of all
obligations  of the  Company  hereunder  and  the  authorization,  issuance  and
delivery  of the  Shares  and the  Common  Stock  issuable  upon the  payment of
dividends  on the  Shares or the  redemption  or the  conversion  of the  Shares
(collectively with the



                                       2
<PAGE>

Shares,  the "Securities") has been taken or will be taken prior to the Closing,
and the Agreement,  when executed and delivered by the Company, shall constitute
a valid and legally binding obligation of the Company,  enforceable  against the
Company in accordance with its terms.

     SECTION 2.05.  Valid Issuance of Securities.   The Shares being  issued  to
                    ----------------------------
the Purchasers hereunder, when issued, sold and delivered in accordance with the
terms hereof for the consideration  expressed  herein,  will be duly and validly
issued,  fully paid and nonassessable and free of restrictions on transfer other
than  restrictions  on transfer under this  Agreement and  applicable  state and
federal  securities laws and not subject to any preemptive rights of others. The
issued and outstanding shares of the Company's Common Stock are duly and validly
issued,  fully paid and  nonassessable  and have been issued in compliance  with
applicable  state and federal  securities laws and are approved for quotation on
the Nasdaq National Market under the symbol "ECCS",  subject to events described
on Schedule 2.05.  Based in part upon the  representations  of the Purchasers in
this Agreement and subject to the  provisions of Section 2.06 below,  the Shares
will be issued in compliance  with all applicable  federal and state  securities
laws.  The Common Stock issuable upon the redemption or conversion of the Shares
has been duly and validly reserved for issuance, and upon issuance in accordance
with the terms of the  Restated  Certificate  will be duly and  validly  issued,
fully paid and  nonassessable  and free of  restrictions  on transfer other than
restrictions  on transfer under this Agreement and applicable  state and federal
securities laws and will be issued in compliance with all applicable federal and
state securities laws.

     SECTION 2.06.  Governmental Consents.    No  consent,  approval,  order  or
                    ---------------------
authorization of, or registration,  qualification,  designation,  declaration or
filing with, any federal,  state or local governmental  authority on the part of
the Company is required in connection with the  consummation of the transactions
contemplated by this Agreement.

     SECTION 2.07.  Litigation.   Except as described in the SEC  Documents  (as
                    ----------
defined in Section 2.14), there is no action, suit,  proceeding or investigation
pending or, to the Company's knowledge, currently threatened against the Company
that  questions  the  validity of this  Agreement or the right of the Company to
enter into it, or to consummate the transactions  contemplated  hereby,  or that
would reasonably be expected to result, either individually or in the aggregate,
in any material adverse change in the business,  assets,  condition,  affairs or
prospects of the Company, financially or otherwise, or any change in the current
equity  ownership  of the  Company,  nor is the Company  aware that there is any
basis for the foregoing. The foregoing includes, without limitation, any actions
pending or threatened (or any basis therefor known to the Company) involving the
prior employment of any of the Company's employees, their use in connection with
the Company's business of any information or techniques allegedly proprietary to
any of their former  employers,  or their  obligations under any agreements with
prior employers.  The Company is not a party or subject to the provisions of any
order, writ, injunction, judgment or decree of any court or government agency or
instrumentality.

     SECTION 2.08.  Employee  Agreement.   Each  current or former  employee and
                    -------------------
officer of the Company with access to the Company's  confidential or proprietary
information has executed an agreement with the Company regarding confidentiality
and  proprietary  information,  the forms of which have been included in the SEC
Documents.



                                       3
<PAGE>

     SECTION 2.09.  Patents and  Trademarks.   The SEC  Documents  disclose  all
                    -----------------------
material information pertaining to all patents,  registered trademarks and trade
names, and pending applications  therefor,  owned by the Company,  except as set
forth on Schedule  2.09(a).  The Company has title and ownership of all patents,
trademarks,  service marks, trade names, copyrights, trade secrets, information,
proprietary  rights  and  process  material  to its  business  as now  conducted
without,  to  the  best  of  the  Company's  knowledge,  any  conflict  with  or
infringement  of the rights of others.  Except as included in the SEC  Documents
and as set forth on  Schedule  2.09(b),  the Company is not party to and has not
granted  any  options,  licenses,  or  agreements  of any kind  relating  to the
foregoing,  nor is the Company  bound by or a party to any options,  licenses or
agreements of any kind with respect to the patents,  trademarks,  service marks,
trade names,  copyrights,  trade  secrets,  licenses,  information,  proprietary
rights or  processes  of any  other  person  or  entity.  Except as set forth on
schedule 2.09(c), the Company has not received any communications  alleging that
the Company has violated  or, by  conducting  its  business as  proposed,  would
violate any of the patents,  trademarks,  service marks, trade names, copyrights
or trade secrets or other  proprietary  rights of any other person or entity. To
the Company's  knowledge,  none of its employees is obligated under any contract
(including licenses, covenants or commitments of any nature) or other agreement,
or  subject  to any  judgment,  decree or order of any  court or  administrative
agency,  that would interfere in any material respect with the use of his or her
best efforts to promote the interests of the Company or that would conflict with
the Company's  business as proposed to be  conducted.  Neither the execution nor
delivery of this Agreement, nor the carrying on of the Company's business by the
employees of the Company, will conflict with or result in a breach of the terms,
conditions  or  provisions  of, or  constitute a default  under,  any  contract,
covenant or instrument under which any of such employees is now obligated.

     SECTION 2.10.  Compliance with Other Instruments.   The Company is not, nor
                    ---------------------------------
will it be on the date of Closing, in violation or default in any respect of any
provisions of its Restated  Certificate or By-laws or, in any material  respect,
of any instrument,  judgment,  order,  writ, decree or contract to which it is a
party or by which it is bound or of any  provision of federal or state  statute,
rule or  regulation  applicable  to the  Company.  The  execution,  delivery and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated hereby will not result in any such violation or be in conflict with
or constitute,  with or without the passage of time and giving of notice, either
a default under any such provision, instrument, judgment, order, writ, decree or
contract or an event which results in the creation of any material lien,  charge
or encumbrance upon any assets of the Company.

     SECTION 2.11.  Agreements; Action.
                    -------------------

          (a) Since September 30, 2000, except as described in the SEC Documents
or as set forth on Schedule  2.11(a),  there have been no  material  agreements,
understandings  or  proposed  transactions  between  the  Company and any of its
officers,  directors,   affiliates,  or  any  affiliate  thereof;  and  no  such
agreement,  understanding  or  transaction  entered into prior to September  30,
2000,  will have any  material  effect  on the  Company's  business,  prospects,
financial condition or results of operations.

          (b)  Except  as  included  in the SEC  Documents  and as set  forth on
Schedule  2.11(b),  there  are  no  agreements,   understandings,   instruments,
contracts or proposed transactions



                                       4
<PAGE>

to which  the  Company  is a party or by which  it is  bound  that  involve  (i)
obligations  (contingent  or otherwise) of, or payments to the Company in excess
of,  $50,000,  other than in the ordinary course of the Company's  business,  or
(ii) the license of any patent,  copyright,  trade  secret or other  proprietary
right to or from the Company other than in the ordinary  course of the Company's
business.

          (c) Since September 30, 2000, the Company has not (i) declared or paid
any dividends,  or authorized or made any  distribution  upon or with respect to
any class or series of its capital  stock,  (ii) except as  disclosed in the SEC
Documents,  incurred any  indebtedness  for money borrowed or incurred any other
liabilities  individually  in excess of $50,000 or in excess of  $200,000 in the
aggregate,  (iii) made any loans, or advances to any person, other than ordinary
advances for travel expenses,  or (iv) except as set forth on Schedule  2.11(c),
other than in the ordinary course of business and consistent with past practice,
sold, exchanged or otherwise disposed of any of its assets or rights.

          (d) The  Company  is not a party to and is not bound by any  contract,
agreement  or  instrument,  or subject  to any  restriction  under its  Restated
Certificate or Bylaws,  that materially and adversely  affects its business,  as
now conducted, its properties or its financial condition.

     SECTION 2.12.  Registration  Rights.  Except as  contemplated  herein,  the
                    --------------------
Company has not  granted or agreed to grant any  registration rights,  including
piggyback rights, to any person or entity.

     SECTION 2.13.  Title to  Property and  Assets.     Except as  set forth  on
                    ------------------------------
Schedule  2.13,  the Company  owns its property and assets free and clear of all
mortgages,  liens,  loans and  encumbrances,  except such encumbrances and liens
which arise in the ordinary course of business and do not materially  impair the
Company's  ownership  or use of such  property  or assets.  With  respect to the
property and assets it leases, the Company is in compliance with such leases and
holds a valid leasehold interest free of any liens, claims or encumbrances.

     SECTION 2.14.  SEC Documents, Financial Statements.    Since  September 30,
                    -----------------------------------
2000, the Company has filed all reports, schedules, forms, statements,  exhibits
and other documents  required to be filed by it with the Securities and Exchange
Commission  (the  "Commission")  pursuant to the reporting  requirements  of the
Securities Exchange Act of 1934 (the "Exchange Act") (all of the foregoing being
referred to herein as the "SEC  Documents").  As of their respective  dates, the
SEC Documents complied in all material respects with the applicable requirements
of the Exchange Act and the rules and regulations of the Commission  promulgated
thereunder applicable to such SEC Documents,  and, as of their respective dates,
none of the SEC Documents taken as a whole (when read together with all exhibits
included therein and financial  statement schedules thereto and documents (other
than exhibits) incorporated by reference therein) contained any untrue statement
of a material  fact or omitted to state a material  fact  required  to be stated
therein or necessary in order to make the  statements  therein,  in light of the
circumstances under which they were made, not misleading. As of their respective
dates,  the financial  statements  of the Company  included in the SEC Documents
complied  as to  form  in  all  material  respects  with  applicable  accounting
requirements  and the published  rules and  regulations of the  Commission  with
respect thereto. Such financial statements have been



                                       5
<PAGE>

prepared in accordance with generally accepted accounting  principles applied on
a consistent  basis during the periods  involved (except (i) as may be otherwise
indicated in such financial  statements or the notes thereto or (ii) in the case
of unaudited interim statements, to the extent they may not include footnotes or
may be  condensed  or summary  statements)  and fairly  present in all  material
respects the  financial  position of the Company as of the dates thereof and the
results of its operations and cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal year-end audit adjustment).

     SECTION 2.15.  Employee  Benefit Plans. The Company is in compliance in all
                    -----------------------
material  respects  with all  presently  applicable  provisions  of the Employee
Retirement  Income  Security Act of 1974, as amended,  including the regulations
and published  interpretations  thereunder ("ERISA");  no "reportable event" (as
defined in ERISA) has occurred with respect to any "pension plan" (as defined in
ERISA) for which the  Company  would have any  liability;  the  Company  has not
incurred and does not expect to incur liability under (i) Title IV of ERISA with
respect to  termination  of, or  withdrawal  from,  any  "pension  plan" or (ii)
Section 412 or 4971 of the Internal Revenue Code of 1986, as amended,  including
the regulations and published interpretations  thereunder (the "Code"); and each
"pension  plan" for which the Company would have any liability  that intended to
be qualified  under  Section  401(a) of the Code is so qualified in all material
respects and nothing has occurred, whether by action or by failure to act, which
would cause the loss of such qualification.

     SECTION 2.16.  Tax  Returns  and  Payments.  The  Company has filed all tax
                    ---------------------------
returns and reports as required by law.  These  returns and reports are true and
correct  in all  material  respects.  The  Company  has paid all taxes and other
assessments due.

     SECTION 2.17.  Insurance. The Company has in full force and effect fire and
                    ---------
casualty  insurance  policies,  with  extended  coverage,  sufficient  in amount
(subject to reasonable deductibles) to allow it to replace any of its properties
that might be damaged or destroyed.

     SECTION 2.18.  Labor Agreements and Actions. The Company is not bound by or
                    ----------------------------
subject to (and none of its assets or  properties is bound by or subject to) any
written or oral,  express or implied,  contract,  commitment or arrangement with
any labor union,  and no labor union has  requested  or, to the knowledge of the
Company, has sought to represent any of the employees, representatives or agents
of the Company.  There is no strike or other labor dispute involving the Company
pending,  or to the  knowledge  of the  Company  threatened,  which could have a
material  adverse  effect  on  the  assets,  properties,   financial  condition,
operating  results or business of the  Company  (as such  business is  presently
conducted  and as it is proposed to be  conducted),  nor is the Company aware of
any labor  organization  activity  involving its  employees.  The Company is not
aware that any officer or key  employee  intends to terminate  their  employment
with the Company, nor does the Company have a present intention to terminate the
employment  of any of the  foregoing.  The Company has  complied in all material
respects with all applicable state and federal equal employment opportunity laws
and with other laws related to employment.

     SECTION 2.19.  Offering.   Subject  to  the  truth  and  accuracy  of  each
                    --------
Purchaser's  representations  set forth in this Agreement,  the offer,  sale and
issuance of the Shares as  contemplated  by this  Agreement  are exempt from the
registration requirements of the Securities



                                       6
<PAGE>

Act of 1933 (the  "Securities  Act"), and neither the Company nor any authorized
agent acting on its behalf will take any action  hereafter  that would cause the
loss of such exemption.

     SECTION 2.20.  Permits.   The Company has all franchises, permits, licenses
                    -------
and any similar authority necessary for the conduct of its business as now being
conducted by it, the lack of which could  materially  and  adversely  affect the
business,  properties,  prospects  or  financial  condition  of the  Company and
believes  that it can  obtain,  without  undue  burden or  expense,  any similar
authority  for the  conduct of its  business  as planned  to be  conducted.  The
Company is not in default in any material  respect under any of such franchises,
permits, licenses or other similar authority.

                                  ARTICLE III
                REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

     Each Purchaser hereby severally and not jointly  represents and warrants to
the Company that:

     SECTION 3.01.  Authorization. It has full power and authority to enter into
                    -------------
this  Agreement and this  Agreement  constitutes  its valid and legally  binding
obligation, enforceable against such Purchaser in accordance with its terms.

     SECTION 3.02.  Purchase  Entirely for Own Account.   The  Securities  to be
                    ----------------------------------
acquired by it will be acquired for  investment  for its own  account,  not as a
nominee or agent,  and not with a view to the resale or distribution of any part
thereof, and it has no present intention of selling,  granting any participation
in, or otherwise distributing the same. It does not presently have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Securities.  It  understands  that this sale of the Securities has not been, and
will not be,  registered  under  the  Securities  Act by  reason  of a  specific
exemption from the  registration  provisions of the Securities Act which depends
upon, among other things,  the bona fide nature of its investment intent and the
accuracy of its  representations  as expressed herein. It represents that it has
not been formed for the specific purpose of acquiring the Securities.

     SECTION 3.03.  Disclosure  of  Information.     It  has  received  all  the
                    ---------------------------
information  it considers  necessary  or  appropriate  for  deciding  whether to
acquire the Securities.  It further represents that it has had an opportunity to
ask  questions  and receive  answers  from the Company  regarding  the terms and
conditions of the offering of the Securities.  The foregoing,  however, does not
limit or modify the  representations and warranties of the Company in Article II
of this Agreement or the right of such Purchaser to rely thereon.

     SECTION 3.04.  Investment  Experience.   It has  substantial  experience in
                    ----------------------
evaluating and investing in private placement  transactions so that Purchaser is
capable of evaluating the merits and risks of its investment in the Company.  By
reason of its  business or  financial  experience  or the  business or financial
experience of its professional  advisors who are  unaffiliated  with and who are
not compensated by the Company or any affiliate or selling agent of the Company,
directly or  indirectly,  it has the  capacity to protect its own  interests  in
connection with the purchase of the Securities hereunder.



                                       7
<PAGE>

     SECTION 3.05.  Restricted Securities.    It understands that the Securities
                    ---------------------
are characterized as "restricted  securities" under the federal  securities laws
inasmuch  as they are being  acquired  from the  Company  in a  transaction  not
involving a public offering and that under such laws and applicable  regulations
such Securities may be resold without registration under the Securities Act only
in certain  limited  circumstances.  In this respect,  it represents  that it is
familiar with Rule 144  promulgated  under the  Securities  Act, as presently in
effect, and understands the resale limitations  imposed thereby and otherwise by
the Securities Act.

     SECTION 3.06.  Further  Limitations  on  Disposition.  Without  in any  way
                    -------------------------------------
limiting the  representations  set forth above, each Purchaser severally and not
jointly  further agrees not to make any disposition of all or any portion of the
Securities unless and until:

          (a) There is in effect a registration  statement  under the Securities
Act  covering  such  proposed  disposition  and  such  disposition  is  made  in
accordance  with such  registration  statements or (i) such Purchaser shall have
notified the Company of the proposed  disposition  and shall have  furnished the
Company with a detailed statement of the circumstances  surrounding the proposed
disposition,  and (ii) if reasonably  requested by the Company,  such  Purchaser
shall  have  furnished  the  Company  with an  opinion  of  counsel,  reasonably
satisfactory to the Company, that such disposition will not require registration
under  the  Securities  Act.  It is agreed  that the  Company  will not  require
opinions of counsel for transactions made pursuant to Rule 144 except in unusual
circumstances;  provided, however, each Purchaser acknowledges that the transfer
agent for the Common Stock may require  opinions of counsel for any transactions
made pursuant to Rule 144.

          (b)  Notwithstanding  the  provisions of paragraph (a) above,  no such
registration  statement or opinion of counsel  shall be necessary for a transfer
by such Purchaser to a constituent shareholder or constituent partner (including
any  constituent  of a  constituent)  of such  Purchaser,  if the  transferee or
transferees  agree in  writing  to be  subject  to the terms  hereof to the same
extent as if they were the Purchaser hereunder.


     SECTION 3.07.  Legends.  It is  understood  that  the  Securities,  and any
                    -------
securities issued in respect thereof or exchange  therefor,  may bear one or all
of the following legends:

          (a) "THESE  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES
ACT OF 1933. THEY MAY NOT BE SOLD,  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY TO THE COMPANY
THAT SUCH  REGISTRATION  IS NOT REQUIRED OR UNLESS SOLD  PURSUANT TO RULE 144 OF
SUCH ACT."

          (b) Any  legend  required  by the Blue  Sky  laws of any  state to the
extent such laws are applicable to the shares  represented by the certificate so
legended.

     SECTION 3.08.  Accredited  Investor.   It  is  an  accredited  investor  as
                    --------------------
defined in Rule 501(a) of Regulation D promulgated under the Securities Act.



                                       8
<PAGE>

                                   ARTICLE IV
                CONDITIONS OF PURCHASERS, OBLIGATIONS AT CLOSING

     The  obligations  of each  Purchaser to the Company under this Agreement at
the Closing are subject to the fulfillment,  on or before such Closing,  of each
of the following conditions:

     SECTION 4.01.  Representations  and  Warranties.  The  representations  and
                    --------------------------------
warranties of the Company contained in Article II shall be true on and as of the
Closing with the same effect as though such  representations  and warranties had
been made on and as of such date.

     SECTION 4.02.  Performance.  The Company shall have  performed and complied
                    -----------
with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing.

     SECTION 4.03.  Certificates  of Officers.  The Company shall deliver to the
                    -------------------------
Purchasers  at  such  Closing  certificates  of  the  officers  of  the  Company
certifying  that the  conditions  specified in Sections  4.01 and 4.02 have been
fulfilled and as to such other matters as the Purchaser may reasonably request.

     SECTION 4.04.  Proceedings   and  Documents.    All  corporate  and   other
                    ----------------------------
proceedings in connection with the transactions  contemplated at the Closing and
all documents  incident  thereto shall be  reasonably  satisfactory  in form and
substance to each Purchaser,  and they shall have received all such  counterpart
original and certified or other copies of such  documents as they may reasonably
request.

     SECTION 4.05.  Opinion of Counsel.  Each Purchaser shall have received from
                    ------------------
Hale & Dorr LLP, counsel for the Company,  an opinion,  dated as of the Closing,
in the form attached hereto as Exhibit C.

     SECTION 4.06.  No Material Adverse Change.  Except as set forth on Schedule
                    --------------------------
4.06,  the Company shall not have  sustained  since  September 30, 2000, (i) any
loss or  interference  with its business  from fire,  explosion,  flood or other
calamity,  whether or not  covered by  insurance,  or from any labor  dispute or
court or governmental action, order or decree, and (ii) other than the Amendment
to the Restated  Certificate  filed on March 8, 2001,  there shall not have been
any change in the capital stock or long-term  debt of the Company or any change,
or any development involving a prospective change, in or affecting the condition
(financial  or  other),  earnings,   general  affairs,   business,   operations,
properties, management, stockholders' equity, results of operations or prospects
of the  Company,  taken  as a whole,  the  effect  of  which,  in any such  case
described in clause (i) or (ii), is in the Purchasers' sole judgment so material
and  adverse as to make it  impracticable  or  inadvisable  to proceed  with the
purchase of the Shares.

     SECTION 4.07.  NASDAQ Listing.    The Common Stock of the  Company shall be
                    --------------
duly authorized for listing on the Nasdaq  National  Market  ("NNM"),  except as
disclosed on Schedule 4.07.



                                       9
<PAGE>

                                   ARTICLE V
               CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING

     The  obligations of the Company to each Purchaser  under this Agreement are
subject to the fulfillment,  on or before the Closing,  of each of the following
conditions:

     SECTION 5.01.  Representations  and  Warranties.  The  representations  and
                    --------------------------------
warranties of each Purchaser contained in Article III shall be true on and as of
the Closing with the same effect as though such  representations  and warranties
had been made on and as of such date.

                                   ARTICLE VI
                            COVENANTS OF THE COMPANY

     SECTION 6.01.  Voting  Rights.   The  holders of record of Shares  shall be
                    --------------
entitled to vote on all matters that the holders of the  Company's  Common Stock
are entitled to vote upon. In exercising the voting rights set forth above, each
share of Series A  Convertible  Preferred  Stock shall be entitled to vote on an
as-converted basis with the holders of the Company's Common Stock.

     In addition  to the voting  rights set forth  above,  so long as any Shares
shall remain outstanding, the Company agrees that without the vote of holders of
at least 66-2/3% of the then  outstanding  Shares at a meeting of the holders of
the Shares  called for such  purpose,  the Company will not (A) amend,  alter or
repeal any provision hereof or of the Restated Certificate or By-laws;  provided
that any such amendment that changes the dividend  payable on or the liquidation
preference  of the  Series A  Convertible  Preferred  Stock  shall  require  the
affirmative vote at a meeting of holders of Series A Convertible Preferred Stock
called for such purpose,  or written consent,  of the holders of at least 80% of
the then  outstanding  Shares;  (B) create any class or classes of stock ranking
equal  or prior  to the  Series  A  Convertible  Preferred  Stock  either  as to
dividends or upon liquidation,  dissolution or winding up or increase the number
of authorized  shares of any class or classes of stock ranking equal or prior to
the  Series  A  Convertible  Preferred  Stock  either  as to  dividends  or upon
liquidation,  dissolution or winding up; provided that the holders of the Series
A Convertible Preferred Stock shall not be entitled to affirmatively vote at any
meeting of the  stockholders of the Company or by written consent on any matters
relating to the  issuance by the  Company of any  additional  shares of Series A
Convertible  Preferred Stock to be issued within 90 days of the date of Closing;
(C) redeem or  otherwise  acquire any shares of its  capital  stock or issue any
capital stock or any option, warrant or right relating thereto or any securities
convertible  into or  exchangeable  for any  shares  of  capital  stock  (except
pursuant to the Existing Equity Rights); (D) cancel any material indebtedness or
waive any claims or rights of substantial value; (E) permit, allow or suffer any
of  its  assets  to  be  subject  to  any  mortgage,  lien,  security  interest,
encumbrance,  easement, covenant, right-of-way or other similar restriction of a
material nature other than in the ordinary course of business; or (F) effect any
sale,  lease,  assignment,  transfer or other conveyance of all or substantially
all  of  the  assets  of  the  Company  or  any  of  its  subsidiaries,  or  any
consolidation or merger involving the Company or any of its subsidiaries, or any
reclassification  or other change of any stock, or any  recapitalization  of the
Company. In exercising the voting rights set forth in this paragraph, each share
of Series A Convertible Preferred Stock entitled to vote shall have one


                                       10
<PAGE>

vote per share,  except that when any other series of preferred stock shall have
the  right to vote with the  Series A  Convertible  Preferred  Stock as a single
class on any matter,  then the Series A Convertible  Preferred  Stock shall have
with respect to such  matters one vote per $1,000 (or  fraction  thereof) of the
aggregate Liquidation Preference.

     Except as otherwise  required by applicable law or as set forth herein, the
shares of Series A  Convertible  Preferred  Stock  shall not have any  relative,
participating,  optional or other  special  voting  rights and  powers,  and the
consent  of the  holders  thereof  shall not be  required  for the taking of any
corporate action.

                                  ARTICLE VII
                               REGISTRATION RIGHTS

     SECTION 7.01.  (a) Definitions.  As used in this Article VII, the following
                        -----------
capitalized defined terms shall have the following meanings.

     "Affiliate"  of or a person  "affiliated"  with, a specified  person,  is a
person that directly or indirectly through one or more intermediaries,  controls
or is controlled by, or is under common control with, the person specified.

     "Damages  Payment Date" means each of the quarterly  dividend payment dates
set forth in the  Certificate of Amendment to the Restated  Certificate of ECCS,
Inc.  (attached  hereto as Exhibit  B)  setting  forth the terms of the Series A
Convertible Preferred Stock.

     "Effectiveness Target Date" shall mean 180 days after the Closing.

     "Holders"  means the  Purchasers  and any  persons or  entities to whom the
rights granted under this Article VII are transferred by any  Purchasers,  their
successors or assigns.

     "Holder  Affiliate"  means any Holder who is an Affiliate or any Holder who
reasonably believes that they are deemed to be an Affiliate of the Company.

     "Incorporated  Documents"  means  filings  made  by the  Company  with  the
Commission pursuant to Section 13, 14 or 15 of the Exchange Act and incorporated
by reference in the Shelf Registration Statement.

     "Majority  Holders"  means the  Holders of a majority  of the shares of the
Series A Convertible Preferred Stock registered (or if no shares are registered,
entitled  to be  registered)  under a Shelf  Registration  Statement;  provided,
however,  that  Holders  of Common  Stock  issued  in  respect  of the  Series A
Convertible  Preferred  Stock  shall be deemed to be  holders  of the  number of
shares of Series A Convertible Preferred Stock which, when converted, would have
resulted in such number of shares of Common Stock.

     "Preferred Stock Liquidated Damages" shall have the meaning as set forth in
Section 7.02(a).

     "Prospectus"  means  the  prospectus  included  in any  Shelf  Registration
Statement, as amended or supplemented by any prospectus supplement, with respect
to the terms of the  offering  of any  portion  of the  Shares  or Common  Stock
issuable upon conversion thereof covered by such Shelf  Registration  Statement,
and all amendments and supplements to the Prospectus,  including  post-effective
amendments.



                                       11
<PAGE>

     "Registration  Default"  shall  have the  meaning  as set forth in  Section
7.01(d).

     "Registrable Securities" shall mean (i) the shares of Common Stock issuable
or issued upon the  conversion or  redemption  of the Shares,  (ii) Common Stock
issued or issuable  upon the  conversion  or  redemption of Shares issued in the
form of a dividend on the Shares and (iii) the shares of Common  Stock  issuable
or issued upon the  conversion or redemption of additional  Series A Convertible
Preferred Stock issued as Preferred Stock Liquidated Damages pursuant to Section
7.02(a).

     A "Shelf  Registration  Period"  shall  have the  meaning  as set  forth in
Section 7.01(b).

     "Shelf Registration  Statement" means a "shelf"  registration  statement of
the Company  pursuant to the  provisions of Section  7.01(b) hereof which covers
all of the Registrable  Securities,  on an appropriate form under Rule 415 under
the  Securities  Act or any similar rule that may be adopted by the  Commission,
and all amendments and  supplements to such  registration  statement,  including
post-effective  amendments,  in each case  including  the  Prospectus  contained
therein,  all  exhibits  thereto  and all  material  incorporated  by  reference
therein.

          (b) Shelf Registration Statement.  (a) The Company shall use its  best
              ----------------------------
efforts to cause to be filed as soon as practicable  after the Closing and shall
cause to be declared  effective  under the Securities Act no later than 180 days
following the Closing (the  "Effectiveness  Target Date"), a Shelf  Registration
Statement  relating to the offer and sale of the  Registrable  Securities by the
Holders from time to time in accordance with the methods of distribution elected
by such Holders and set forth in such Shelf Registration Statement.

          (b)  The  Company   shall  keep  the  Shelf   Registration   Statement
continuously effective in order to permit the Prospectus forming part thereof to
be usable by the Holders  until the later of (i) the second  anniversary  of the
Closing and (ii) such time as (A) such  Registrable  Securities  shall no longer
constitute  restricted  securities for purposes of Rule 144(k) of the Securities
Act or (B) all such Registrable  Securities have been sold pursuant to the Shelf
Registration  Statement  (in any such case,  such period being called the "Shelf
Registration  Period").  The  Company  shall  be  deemed  not to have  used  its
reasonable efforts to keep the Shelf Registration Statement effective during the
requisite period if it voluntarily takes any action that would result in Holders
of Registrable  Securities covered thereby not to be able to offer and sell such
securities during that period,  unless such action is (i) required by applicable
law or (ii) taken pursuant to Section  7.01(c)  hereof,  and, in either case, so
long as the  Company  promptly  thereafter  complies  with the  requirements  of
Section 7.04(i) hereof, if applicable.

          (c) The Company may suspend the use of the  Prospectus for a period of
not to exceed 60 days (or such longer  period as is reasonably  necessary  under
the  circumstances)  in any  calendar  year  for  valid  business  reasons  (not
including  avoidance of the  Company's  obligations  hereunder),  including  the
acquisition  or  divestiture  of assets,  public  filings  with the  Commission,
pending corporate developments and similar events.

          (d) In the event  that (i) the  Shelf  Registration  Statement  is not
declared  effective by the  Commission on or prior to the  Effectiveness  Target
Date, or (ii) the Shelf  Registration  Statement has been declared  effective by
the Commission and such Shelf  Registration  Statement ceases to be effective or
to be usable as contemplated by Section 7.01(b)



                                       12
<PAGE>

(each of (i) and (ii), a "Registration Default") the Holders will be entitled to
the remedies provided for in Section 7.02.

     SECTION 7.02.  Remedies.  (a) The Company and the Purchasers agree that the
                    --------
Holders of Registrable  Securities  shall suffer damages if the Company fails to
fulfill its obligations pursuant to Section 7.01(b) hereof and that it would not
be possible to ascertain the extent of such damages.  Accordingly,  in the event
of a Registration Default under Section 7.01(d)(i) hereof, the Company shall pay
liquidated  damages,  ("Preferred  Stock Liquidated  Damages") to each Holder of
Registrable  Securities  at a rate of 5% of the  Liquidation  Preference  of the
Shares constituting such Registrable Securities, in cash or additional shares of
Series A Convertible  Preferred  Stock, at the option of the Company.  Preferred
Stock Liquidated  Damages that are payable under 7.01(d)(i) shall be paid by the
Company  within 30 business  days  following  such  Registration  Default to the
record  holders of Shares that are  Registrable  Securities by mailing checks or
certificates  evidencing additional shares to their registered addresses as they
appear in the Preferred Stock register.  In the event of a Registration  Default
under  Section  7.01(d)(ii)  hereof,  the  Company  shall  pay  Preferred  Stock
Liquidated Damages to each Holder of Registrable  Securities at a rate of 5% per
annum of the Liquidation  Preference of the Shares constituting such Registrable
Securities,  in cash or  additional  shares  of Series A  Convertible  Preferred
Stock,  at the option of the  Company,  which shall  accrue from the date of the
Registration  Default.  Following the cure of such Registration Default relating
to Shares  that are  Registrable  Securities,  the  accrual of  Preferred  Stock
Liquidated  Damages with respect to such Shares that are Registrable  Securities
shall cease. A Registration Default under 7.01(d)(ii) shall be cured on the date
the Shelf  Registration  Statement  is  declared  effective  or becomes  usable.
Preferred  Stock  Liquidated  Damages for a  Registration  Default under Section
7.01(d)(ii)  shall be paid by the  Company to the record  holders of shares that
are  Registrable  Securities on each Damages  Payment Date by mailing  checks or
certificates  evidencing additional Shares to their registered addresses as they
appear in the  Preferred  Stock  register;  provided  that any  Preferred  Stock
Liquidated  Damages  accrued  with  respect  to any  Preferred  Stock or portion
thereof  called for  redemption  on a redemption  date or converted  into Common
Stock on a conversion date prior to the Damages Payment Date, shall, in any such
event,  be paid instead to the Holder that submitted  such  Preferred  Stock for
redemption  date or conversion  date, as the case may be, on such date (promptly
following the conversion date, in the case of conversion of Preferred Stock).

     If the Company shall choose to pay such Preferred Stock Liquidated  Damages
for any  Registration  Defaults  in the form of Series A  Convertible  Preferred
Stock, such shares of additional  Series A Convertible  Preferred Stock shall be
valued at the Liquidation  Preference of the Shares.  Any additional Shares that
are issued as part of the Preferred  Stock  Liquidated  Damages  described above
will  be  included  by the  Company  in the  Shelf  Registration  Statement.  No
fractional  Shares of Series A Convertible  Preferred Stock will be delivered to
the Holders but the Company  will instead pay a cash  adjustment  to each Holder
that would  otherwise  be  entitled  to a fraction  of a Share of such  Series A
Convertible  Stock. All Preferred Stock  Liquidated  Damages with respect to any
shares of Preferred  Stock that are Registrable  Securities,  that remain unpaid
when such Shares cease to be Registrable  Securities or cease to be outstanding,
shall  remain  unpaid  obligations  of the Company  until they have been paid in
full.



                                       13
<PAGE>

          (b)  If  during  the  Shelf   Registration   Period   there  occurs  a
Registration  Default,  and the  Company  proposes  to file on its  behalf or on
behalf  of any of its  security  holders  (other  than  Holders  of  Registrable
Securities) (the "demanding  security  holders") a registration  statement under
the Securities Act on any form (other than a Registration  Statement on Form S-4
or S-8 or any successor  form for  securities to be offered in a transaction  of
the type referred to in Rule 145 under the Securities Act or to employees of the
Company  pursuant to any employee  benefit plan,  respectively)  for the general
registration  of securities to be sold for cash with respect to its Common Stock
or any other class of equity  security  (as  defined in Section  3(a)(11) of the
Exchange Act) of the Company,  it will give written notice to all Holders of the
Registrable  Securities  at least 45 days  before the  initial  filing  with the
Commission  of such  registration  statement,  which  notice shall set forth the
intended  method of disposition  of the securities  proposed to be registered by
the  Company.  The notice  shall offer to include in such  filing the  aggregate
number of shares of Registrable Securities, as such Holders may request.

     Each Holder of any  Registrable  Securities  desiring to have Common  Stock
registered under this Section 7.02(b) shall advise the Company in writing within
30 days after the date of receipt of such offer from the Company,  setting forth
the amount of such Common Stock for which registration is requested. The Company
shall thereupon  include in such filing the number of shares of Common Stock for
which registration is so requested, subject to the following sentence, and shall
use its best efforts to effect  registration  under the  Securities  Act of such
shares.  If a public offering is proposed for the securities being registered by
the Company or such demanding  security  holder and the managing  underwriter of
such public  offering  advises the Company in writing that, in its opinion,  the
distribution  of the Common Stock  requested to be included in the  registration
concurrently  with  the  securities  being  registered  by the  Company  or such
demanding security holder would materially and adversely affect the distribution
of such securities by the Company or such demanding  security  holder,  then the
Company,  if  applicable,  and  all  selling  security  holders  (including,  if
applicable,  the  Holders  and  the  demanding  security  holder  who  initially
requested such registration) shall reduce the amount of securities each intended
to distribute through such offering on a pro rata basis; provided, however, that
the  Company  shall not be  required  to reduce the amount of  securities  to be
distributed on its behalf to less than 50% of the aggregate number of securities
to be registered in such offering.

     SECTION 7.03.  Additional  Registration  Rights.    (a)  If after the Shelf
                    --------------------------------
Registration  Period there remains a Holder of  Registrable  Securities and such
Holder is an Affiliate of the Company or such Holder  reasonably  believes  that
they are deemed to be an Affiliate of the Company (both, a "Holder  Affiliate"),
and the  company  proposes  to file on its  behalf  or on  behalf  of any of its
security holders (other than Holders of Registrable  Securities) (the "demanding
security holders") a registration statement under the Securities Act on any form
(other than a  Registration  Statement on Form S-4 or S-8 or any successor  form
for  securities to be offered in a  transaction  of the type referred to in Rule
145 under the  Securities  Act or to  employees  of the Company  pursuant to any
employee benefit plan,  respectively) for the general registration of securities
to be sold for cash with  respect  to its  Common  Stock or any  other  class of
equity  security  (as defined in Section  3(a)(11) of the  Exchange  Act) of the
Company, it will give written notice to such Holder Affiliate of the Registrable
Securities  at least 45 days before the initial  filing with the  Commission  of
such registration  statement which notice shall set forth the intended method of
disposition  of the  securities  proposed to be registered  by the Company.



                                       14
<PAGE>

The notice shall offer to include in such filing the aggregate  number of shares
of Registrable Securities, as such Holder Affiliate may request.

     Each Holder Affiliate of any Registrable Securities desiring to have Common
Stock  registered  under this  Section  7.03 shall advise the Company in writing
within 30 days after the date of receipt of such offer from the Company, setting
forth the amount of such Common Stock for which  registration is requested.  The
Company  shall  thereupon  include in such filing the number of shares of Common
Stock for which registration is so requested, subject to the following sentence,
and shall use its best efforts to effect  registration  under the Securities Act
of such  shares.  If a public  offering is  proposed  for the  securities  being
registered  by the Company or such  demanding  security  holder and the managing
underwriter of such public offering  advises the Company in writing that, in its
opinion,  the  distribution  of the Common Stock requested to be included in the
registration concurrently with the securities being registered by the Company or
such  demanding  security  holder  would  materially  and  adversely  affect the
distribution  of such  securities  by the  Company  or such  demanding  security
holder,  then the  Company,  if  applicable,  and all selling  security  holders
(including,  if applicable,  the Holder and the demanding  security  holders who
initially  requested  such  registration)  shall reduce the amount of securities
each intended to distribute through such offering on a pro rata basis; provided,
however,  that the  company  shall  not be  required  to  reduce  the  amount of
securities  to be  distributed  on its behalf to less than 50% of the  aggregate
number of securities to be registered in such offering.

          (b) The Holder  Affiliates  of at least a majority of the  Registrable
Securities held by Holder Affiliates that remain  outstanding may make a written
request to the Company after the Shelf  Registration  Period requesting that the
Company  effect  the  registration  of such  Registrable  Securities  under  the
Securities  Act  specifying  the  aggregate  number  of  Shares  of  Registrable
Securities  proposed to be sold by the Holder Affiliates and the intended method
or methods of disposition  thereof.  The Company shall promptly  notify all such
Holder Affiliates in writing of the receipt of such request and each such Holder
Affiliate may elect (by written  notice sent to the Company  within ten business
days from the date of such  Holder  Affiliate's  receipt  of the  aforementioned
notice from the  Company) to have its  Registrable  Securities  included in such
registration  thereof pursuant to this Section 7.03(b).  Thereupon,  the Company
shall,  as  expeditiously  as is  possible,  effect the  registration  under the
Securities  Act of all  shares of Common  Stock  which the  Company  has been so
requested  to  register by such Holder  Affiliates  for sale,  all to the extent
required to permit the  disposition  (in accordance  with the intended method or
methods  thereof,  as  aforesaid) of the Common Stock so  registered;  provided,
however, that (i) at least 25% of the Registrable  Securities held by Affiliates
must be registered pursuant to such demand registration,  (ii) the Company shall
not be  required  to  effect  more than one  registration  of any  Common  Stock
pursuant to this Section 7.03(b),  (iii) a demand registration will not count as
such until it has become effective, and, (a) if the demand registration does not
become  effective  because  a  material  adverse  change  has  occurred,  or  is
reasonably likely to occur, in the condition (financial or otherwise), business,
assets or results of operations of the Company and its  subsidiaries  taken as a
whole  subsequent  to the  date  of  the  written  request  made  by the  Holder
Affiliates or (b) if, after the demand  registration  has become  effective,  an
offering of Registrable Securities pursuant to a registration is interfered with
by any stop order,  injunction,  or other order or requirement of the Commission
or other governmental  agency or court then the demand registration shall not be
deemed to have been effected and will not count as a demand registration, (iv) a
demand registration will not count as such if the



                                       15
<PAGE>

Company offers any shares of stock pursuant to such  registration  in accordance
with the next  sentence  and (v) the Company may delay  filing one  registration
statement  pursuant to this Section  7.03(b) for a period of up to 90 days. If a
demand  registration  was  initiated  pursuant to this  Section  7.03(b) and the
Company  then  wishes  to  offer  shares  of  stock  in  connection   with  such
registration,  then such registration will be considered a registration pursuant
to Section  7.03(a) and the  provisions of Section  7.03(a) and not this Section
7.03(b) shall apply.

     If the  Holder  Affiliates  so  elect,  the  offering  of such  Registrable
Securities  pursuant to such demand registration shall be in the form of a "firm
commitment"  underwritten  offering.  A  majority  in  interest  of  the  Holder
Affiliates  shall have the right to select  the  managing  underwriters  and any
additional  investment  bankers and managers to be used in  connection  with any
offering under this Section 7.03(b),  subject to the Company's  approval,  which
approval shall not be unreasonably withheld.

     SECTION 7.04.  Registration  Procedures.   In  connection  with  any  Shelf
                    ------------------------
Registration Statement, the following provisions shall apply:

          (a) The Company shall furnish to you, prior to the filing thereof with
the Commission,  a copy of any Shelf Registration Statement,  and each amendment
thereof and each  amendment or supplement,  if any, to the  Prospectus  included
therein and shall use its best efforts to reflect in each such document, when so
filed  with  the  Commission,  such  comments  as you  reasonably  may  propose;
provided,  however,  that the  Company  shall be  required  only to  furnish  an
Incorporated  Document to you as promptly as  practicable  following  its filing
with the Commission.

          (b) The Company shall ensure that (i) any Shelf Registration Statement
and any  amendment  thereto  and any  Prospectus  forming  part  thereof and any
amendment  or  supplement  thereto  complies in all material  respects  with the
Securities Act, (ii) any Shelf Registration  Statement and any amendment thereto
does not, when it becomes  effective,  contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein not misleading and (iii) any Prospectus  forming
part of any Shelf  Registration  Statement,  and any  amendment or supplement to
such Prospectus, does not include an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements  therein,  in
the light of the circumstances under which they were made, not misleading.


          (c)  (1)  The  Company  shall  advise  you  and the  Holders  and,  if
requested by you or any such Holder, confirm such advice in writing:

               (i) when a Shelf Registration Statement and any amendment thereto
has been filed with the Commission and when the Shelf Registration  Statement or
any post-effective amendment thereto has become effective; and

               (ii)  of  any  request  by  the   Commission  for  amendments  or
supplements  to the Shelf  Registration  Statement  or the  Prospectus  included
therein or for additional information.



                                       16
<PAGE>

               (2)  The  Company  shall  advise  you  and the  Holders  and,  if
requested by you or any such Holder, confirm such advice in writing:

               (i)  of  the  issuance  by  the  Commission  of  any  stop  order
suspending  the  effectiveness  of  the  Shelf  Registration  Statement  or  the
initiation of any proceedings for that purpose;

               (ii) of the  receipt  by the  Company  of any  notification  with
respect to the suspension of the qualification of the securities included in any
Shelf  Registration  Statement for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and

               (iii) of the suspension of the use of the Prospectus  pursuant to
Section 7.01(c) hereof or of the happening of any event that requires the making
of any changes in the Shelf Registration Statement or the Prospectus so that, as
of such date, the statements therein are not misleading and do not omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein (in the case of the Prospectus, in light of the circumstances
under which they were made) not misleading (which advice shall be accompanied by
an instruction to suspend the use of the Prospectus until the requisite  changes
have been made);  provided that such notice shall not be required to specify the
nature of the event giving rise to the notice requirement hereunder.

          (d) The Company shall use its best efforts to obtain the withdrawal of
any order suspending the  effectiveness of any Shelf  Registration  Statement at
the earliest possible time.

          (e) The Company shall  furnish to each Holder of  securities  included
within the coverage of any Shelf  Registration  Statement,  without  charge,  at
least  one copy of such  Shelf  Registration  Statement  and any  post-effective
amendment  thereto,  including  documents  incorporated  by  reference  therein,
financial  statements and schedules,  and, if the Holder so requests in writing,
all exhibits (including those incorporated by reference).

          (f) The Company shall, during the Shelf Registration  Period,  deliver
to  each  Holder  of  securities  included  within  the  coverage  of any  Shelf
Registration  Statement,  without  charge,  as  many  copies  of the  Prospectus
(including  each  preliminary  Prospectus)  included in such Shelf  Registration
Statement and any amendment or supplement  thereto as such Holder may reasonably
request;  and the Company consents to the use of the Prospectus or any amendment
or supplement thereto by each of the selling Holders of securities in connection
with the offering and sale of the  securities  covered by the  Prospectus or any
amendment or supplement thereto.

          (g)  Prior  to any  offering  of  securities  pursuant  to  any  Shelf
Registration Statement,  the Company shall register or qualify or cooperate with
the  Holders of  securities  included  therein and their  respective  counsel in
connection with the  registration or  qualification of such securities for offer
and sale under the securities or blue sky laws of such jurisdictions as any such
Holders  reasonably  request in writing  and do any and all other acts or things
reasonably  necessary  or  advisable  to  enable  the  offer  and  sale  in such
jurisdictions of the securities covered


                                       17
<PAGE>

by such Shelf Registration Statement;  provided,  however, that the Company will
not be required to qualify generally to do business in any jurisdiction where it
is not then so qualified or to take any action which would subject it to general
service of process or to taxation in any such jurisdiction  where it is not then
so subject.

          (h) The Company  shall  cooperate  with the Holders of  securities  to
facilitate  the timely  preparation  and delivery of  certificates  representing
securities to be sold pursuant to any Shelf  Registration  Statement free of any
restrictive  legends and in such  denominations  and registered in such names as
Holders  may  request  prior to  sales  of  securities  pursuant  to such  Shelf
Registration Statement.

          (i)  Upon  the  occurrence  of any  event  contemplated  by  paragraph
(c)(2)(iii)  above,  the  Company  shall,  if  required  pursuant  to the Act or
paragraph (c)(2)(iii) above, as promptly as practicable prepare a post-effective
amendment to any Shelf  Registration  Statement or an amendment or supplement to
the  related  Prospectus  or file  any  other  required  document  so  that,  as
thereafter  delivered to  purchasers of the  securities  included  therein,  the
Prospectus  will not include an untrue  statement of a material  fact or omit to
state any material fact necessary to make the statements  therein,  in the light
of the circumstances under which they were made, not misleading.

          (j) Not  later  than  the  effective  date of any  Shelf  Registration
Statement hereunder,  the Company shall provide a CUSIP number for each class of
securities registered under such Shelf Registration  Statement,  and provide the
Transfer Agent with printed certificates for such securities, in a form eligible
for deposit with The Depository Trust Company.

          (k) The  Company  shall  use its  best  efforts  to  comply  with  all
applicable  rules and  regulations  of the  Commission  and shall make generally
available to its security  holders as soon as  practicable  after the  effective
date of the  applicable  Shelf  Registration  Statement  an  earnings  statement
satisfying the provisions of Section 11(a) of the Act.

          (l) The  Company  may require  each  Holder of  securities  to be sold
pursuant  to any Shelf  Registration  Statement  to  furnish  to the  Company in
writing  such  information  regarding  the Holder and the  distribution  of such
securities as the Company may from time to time reasonably require for inclusion
in such Shelf  Registration  Statement.  Any  Holder  who fails to provide  such
information shall not be entitled to use the Prospectus.

          (m)  The  Company  shall,  if  requested,  promptly  incorporate  in a
Prospectus  supplement  or  post-effective  amendment  to a  Shelf  Registration
Statement,  such  information as the Managing  Underwriters and Majority Holders
reasonably  agree should be included therein and shall make all required filings
of such Prospectus supplement or post-effective amendment as soon as notified of
the matters to be incorporated in such Prospectus  supplement or  post-effective
amendment.

          (n)  The  Company   shall  enter  into  such   agreements   (including
underwriting  agreements)  and take all other  appropriate  actions  in order to
expedite or facilitate the  registration  or the  disposition of any securities,
and in connection therewith, if an underwriting agreement is entered into, cause
the same to contain indemnification  provisions and procedures



                                       18
<PAGE>

no less favorable than those set forth in Section 7.06 (or such other provisions
and procedures acceptable to the Majority Holders and the Managing Underwriters,
if any), with respect to all parties to be indemnified pursuant to Section 7.06,
it being  understood that all underwriting  discounts and  commissions,  and all
other underwriting fees,  associated with such agreement in connection with such
offering of the securities  shall,  except as otherwise  expressly agreed herein
(including  those expenses  covered by Section 7.05),  be for the account of the
Holders or the underwriters.

          (o) The Company shall (i) make reasonably  available for inspection by
Holders of securities to be registered  thereunder and any Managing  Underwriter
participating in any disposition pursuant to such Shelf Registration  Statement,
and any attorney,  accountant or other agent retained by the Majority Holders of
securities to be registered  thereunder or by any such Managing  Underwriter all
relevant  financial  and  other  records,   pertinent  corporate  documents  and
properties of the Company;  (ii) cause the officers,  directors and employees of
the Company to supply all relevant information  reasonably requested by any such
Holders or Managing  Underwriter,  attorney,  accountant  or agent in connection
with such Shelf Registration Statement as is customary for similar due diligence
examinations;  provided,  however,  that any  information  that is designated in
writing by the Company in good faith, as confidential at the time of delivery of
such  information  shall be kept  confidential  by any such Holders and Managing
Underwriter, attorney, accountant or agent, unless disclosure thereof is made in
connection with a court  proceeding or required by law, or such  information has
become available (not in violation of this Agreement) to the public generally or
through a third party without an  accompanying  obligation  of  confidentiality;
(iii) make such  representations  and  warranties  to the Holders of  securities
registered thereunder and the underwriters, if any, in form, substance and scope
as are  customarily  made by issuers  to  underwriters  in primary  underwritten
offerings  and  covering  matters  including  those  set  forth in the  Purchase
Agreement;  (iv) obtain  opinions of counsel to the Company and updates  thereof
(which counsel and opinions (in form,  scope and substance)  shall be reasonably
satisfactory to the Holders and Managing Underwriter,  if any) addressed to each
selling  Holder  and the  underwriters,  if any,  covering  such  matters as are
customarily  covered in opinions  requested in  underwritten  offerings and such
other  matters as may be  reasonably  requested by the  Majority  Holders of the
securities  covered by such Shelf  Registration  Statement  and by such Managing
Underwriter;  (v) obtain  "cold  comfort"  letters and updates  thereof from the
independent certified public accountants of the Company (and, if necessary,  use
its reasonable  best efforts to retain any other  independent  certified  public
accountants of any subsidiary of the Company or of any business  acquired by the
Company for which  financial  statements and financial data are, or are required
to be, included in the Shelf Registration Statement),  addressed to each selling
Holder of securities  registered  thereunder  and the  underwriters,  if any, in
customary  form and covering  matters of the type  customarily  covered in "cold
comfort"  letters in connection with primary  underwritten  offerings;  and (vi)
deliver such documents and  certificates  as may be reasonably  requested by the
Majority  Holders and the  Managing  Underwriters,  if any,  including  those to
evidence  compliance  with  Section  3(i)  and  with  any  customary  conditions
contained in the underwriting  agreement or other agreement  entered into by the
Company. The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of
this  Section 3(o) shall be  performed  at (A) the  effectiveness  of such Shelf
Registration  Statement and each  post-effective  amendment thereto and (B) each
closing  under  any  underwriting  or  similar  agreement  as and to the  extent
required thereunder.



                                       19
<PAGE>

     SECTION 7.05.  Expenses.   All  expenses  incurred in  complying  with this
                    --------
Article VII,  including,  without  limitation,  all registration and filing fees
(including all expenses  incident to filing with the NASD),  printing  expenses,
fees and disbursements of a single counsel and accountants for the Company,  the
fees and expenses of counsel for the Holders or Holder  Affiliates,  as the case
may be effecting a  registration,  expenses of any special audits incident to or
required by any such  registration and expenses of complying with the securities
or blue sky laws of any jurisdictions pursuant to Section 7.04(g), shall be paid
by the Company, it being understood that underwriting  discounts and commissions
and all other  underwriting  fees  shall be for the  account  of the  Holders or
Holder Affiliates, as the case may be.

     SECTION 7.06.  Indemnification and Contribution.
                    --------------------------------

          (a) In the event of any registration under the Securities Act pursuant
to this Article VII of any  Registrable  Securities,  the Company will indemnify
and hold  harmless  the Holder  thereof  against  any losses,  claims,  damages,
liabilities  or  expenses,  joint or  several,  to which such  Holder may become
subject; under the Securities Act or otherwise,  insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) arise out of or
are based upon an untrue  statement or alleged untrue  statement of any material
fact contained,  on the effective date thereof,  in any  registration  statement
under which such  securities  were  registered  under the  Securities  Act,  any
preliminary  prospectus or final prospectus  contained therein, or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading, and will reimburse such
Holder for any legal or any other expenses incurred by such Holder in connection
with  investigating  or defending  any such action or claim as such expenses are
incurred;  provided,  however,  that the Company shall not be liable in any such
case to the extent that such loss,  claim,  damage,  liability or expense arises
out of or is based upon an untrue  statement  or  alleged  untrue  statement  or
omission or alleged omission made in such  registration  statement,  preliminary
prospectus,  prospectus  or  amendment  or  supplement  in reliance  upon and in
conformity with written  information  furnished to the Company by such Holder or
an underwriter on behalf of such Holder expressly for use therein;  and provided
further that the foregoing  indemnity  agreement  with respect to any prospectus
shall not inure to the benefit of the Holder if it is conclusively determined by
a court  of  competent  jurisdiction  not  subject  to  appeal  that a copy of a
prospectus  was not sent or given by or on behalf of the Holder to the purchaser
of the Common Stock who has asserted a claim, if required by law to have been so
delivered,  at or prior to the written  confirmation of the sale of Common Stock
to such person,  and if a prospectus  would have cured the defect giving rise to
such loss, claim, damage or liability;

          (b) Each  Holder  of  Registrable  Securities,  by  acceptance  of the
registration  provisions provided herein,  agrees to indemnify and hold harmless
the Company against any losses, claims, damages,  liabilities or expenses, joint
or several, to which the Company may become subject, under the Securities Act or
otherwise,  insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect  thereof) arise out of or are based upon an untrue  statement
or alleged  untrue  statement of a material fact  contained in any  registration
statement under which securities were registered under the Securities Act at the
request of such Holder, any preliminary prospectus or final prospectus contained
therein,  or any amendment or supplement  thereto,  or arise out of or are based
upon the omission or alleged omission to state therein a


                                       20
<PAGE>

material fact required to be stated  therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such  untrue  statement  or alleged  untrue  statement  or  omission  or alleged
omission was made in any such registration  statement,  preliminary  prospectus,
prospectus or amendment or  supplement  in reliance upon and in conformity  with
written  information  furnished to the Company by such Holder  expressly for use
therein;  and will  reimburse  the  Company  for any  legal  or  other  expenses
reasonably incurred by the Company in connection with investigating or defending
any such action or claim as such expenses are incurred.

          (c) Promptly  after receipt by an indemnified  party under  subsection
(a) or (b) above of notice of the  commencement of any action,  such indemnified
party shall, if a claim in respect thereof is to be made against an indemnifying
party under such  subsection,  notify the  indemnifying  party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any  liability  which it may have to any  indemnified  party
otherwise than under such subsection except to the extent it has been materially
prejudiced by such failure. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and, to
the  extent  that it shall  wish,  jointly  with any  other  indemnifying  party
similarly notified,  to assume the defense thereof, with counsel satisfactory to
such  indemnified  party  (which  shall  not,  except  with the  consent  of the
indemnified party, be counsel to the indemnifying party), and, after notice from
the indemnifying  party to such  indemnified  party of its election so to assume
the  defense  thereof,  the  indemnifying  party  shall  not be  liable  to such
indemnified  party under such subsection for any legal expenses of other counsel
or any other expenses,  in each case  subsequently  incurred by such indemnified
party, in connection  with the defense  thereof other than  reasonable  costs of
investigation.

          (d) If the  indemnification  provided  for in  this  Section  7.06  is
unavailable  to or  insufficient  to hold  harmless an  indemnified  party under
subsection  (a),  (b) or (c) above in respect of any  losses,  claims,  damages,
liabilities or expenses (or actions in respect  thereof)  referred to therein or
if the indemnified party failed to give the notice required under subsection (c)
above,  then each  indemnifying  party  shall  contribute  to the amount paid or
payable by such indemnified party as a result of such losses,  claims,  damages,
liabilities or expenses (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the
relevant  Holder on the other in  connection  with the  statements  or omissions
which  resulted in such losses,  claims,  damages,  liabilities  or expenses (or
actions  in  respect  thereof),   as  well  as  any  other  relevant   equitable
considerations.  The relative  fault shall be  determined by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information  supplied by the Company on the one hand or the  relevant  Holder on
the other and the parties' relative intent, knowledge, access to information and
opportunity  to correct or prevent such  statement or omission.  The Company and
each Holder  registering  securities  under this Article VII agree that it would
not be just and equitable if contributions  pursuant to this subsection (d) were
determined by pro rata  allocation  or by any other method of  allocation  which
does not take account of the equitable  considerations referred to above in this
subsection  (d). The amount paid or payable by an indemnified  party as a result
of the losses,  claims,  damages or liabilities (or actions in respect  thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses  reasonably incurred by such indemnified party in



                                       21
<PAGE>

connection   with   investigating   or  defending  any  such  action  or  claim.
Notwithstanding  the provisions of this  subsection  (d), no Holder  registering
securities  under this Article VII shall be required to contribute any amount in
excess of the amount by which the total price at which the securities registered
and sold by such Holder  exceeds the amount of any damages which such Holder has
otherwise  been  required  to pay by reason of such  untrue  or  alleged  untrue
statement  or  omission  or alleged  omission.  No person  guilty of  fraudulent
misrepresentation  (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.

          (e) The obligations of the Company under this Section 7.06 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions,  to each person (including each underwriter)
who  participated  in the  offering  of the  registered  securities  and to each
person,  if any,  who  controls  any Holder  registering  securities  under this
Article  VII or any such person  (including  each such  underwriter)  within the
meaning of Section 15 of the  Securities  Act;  and the  obligations  under this
Section 7.06 of any Holder  registering  securities under this Article VII shall
be in addition to any liability  which such Holder may otherwise  have and shall
extend, upon the same terms and conditions,  to each officer and director of the
Company and to each person,  if any, who controls the Company within the meaning
of Section 15 of the Securities Act.

     SECTION 7.07.  Selection of Managing Underwriters. The managing underwriter
                    ----------------------------------
or  underwriters  for any offering of Common Stock to be registered  pursuant to
Section  7.01 shall be selected by the Holders of a majority of the  Registrable
Securities being so registered (other than any shares being registered  pursuant
to Section  7.02(b) and 7.03) and shall be reasonably  acceptable to the Company
and such  consent  by the  Company  to the  choice of  managing  underwriter  or
underwriters shall not be unreasonably withheld.

     SECTION 7.08.  Inspection  of Records  and  Documents.    Each  Holder  and
                    --------------------------------------
underwriter  participating  in any  disposition  pursuant  to the  registrations
described  in this  Article VII,  and any  attorney,  accountant  or other agent
retained by any such Holder or  underwriter  (collectively,  the  "Inspectors"),
shall have conducted, at dates, times and locations reasonably specified by such
Inspectors, such investigations,  inquiries and conferences with such directors,
officers,   employees  and  agents  (including,   without  limitation,   outside
accountants and counsel) of the Company and its subsidiaries, been furnished and
reviewed such  documentation  of the Company and its  subsidiaries and conducted
such other procedures, as the Inspectors deem necessary, in their sole judgment,
to  have  a  satisfactory  "due  diligence"  defense  under  Section  11 of  the
Securities Act in connection with such registrations.

     SECTION 7.09. Assignment of Registration Rights. Each Holder of Registrable
                   ---------------------------------
Securities  may assign all or any part of its rights  under this  Article VII to
any person to whom such Holder  sells,  transfers  or assigns  such  Registrable
Securities.  In the event that the Holder  shall  assign its rights  pursuant to
this  Article  VII in  connection  with  the  transfer  of  less  than  all  its
Registrable Securities,  the Holder shall also retain his rights with respect to
its remaining Registrable Securities.


                                       22
<PAGE>

                                  ARTICLE VIII
                                ADDITIONAL RIGHTS

     SECTION 8.01.  Right of First Offer.
                    ---------------------

          (a)  Subject to the terms and  conditions  specified  in this  Section
8.01,  the  Company  hereby  grants to each  Holder the right of first  offer to
purchase a pro rata share of New Securities (as  hereinafter  defined) which the
Company may, from time to time,  propose to sell and issue;  provided,  however,
that any Holder shall have such right of first offer only if the  percentage  of
outstanding  Common  Stock owned (or into which the Shares are  convertible)  by
such Holder  would be diluted by 10% or more in the  aggregate  by any such sale
(or any series of sales over any 48 month period) of New Securities.  A Holder's
pro rata share,  for purposes of this right of first offer,  is the ratio of the
number of shares of Common Stock owned by such Holder  immediately  prior to the
issuance of the New Securities,  assuming full conversion of the Shares,  to the
total  number of shares of Common  Stock  outstanding  immediately  prior to the
issuance of New Securities,  assuming full conversion of the Shares.  Subject to
applicable  securities  laws,  each Holder shall have a right of over  allotment
such that if any Holder fails to exercise its right under  hereunder to purchase
its pro rata  share of New  Securities,  the  other  Holders  may  purchase  the
nonpurchasing  Holder's portion or a pro rata basis within 10 days from the date
such nonpurchasing  Holder fails to exercise its right hereunder to purchase its
pro rata share of New Securities. Each Holder shall be entitled to apportion the
right of first offer hereby granted among itself and its partners,  shareholders
and  affiliates in such  proportions  as it deems  appropriate.  As used in this
Article VIII,  "Holders"  means the  Purchasers and any persons or entities that
beneficially own shares of the Series A Convertible Preferred Stock.

          (b) In the event the Company  proposes to issue New Securities (and in
the  event  over-allotment  rights  exist  with  respect  to  any  issue  of New
Securities),  it shall give each Holder  written  notice (the  "Notice")  of its
intention  stating (i) a description of the New Securities it proposes to issue,
(ii) the number of shares of New  Securities  it  proposes  to offer,  (iii) the
price per share at which,  and other  terms on which,  it proposes to offer such
New  Securities  and (iv) the number of shares  that the Holder has the right to
purchase under this Section 8.01.

          (c)  Within 10 days  after the  Notice  is given (in  accordance  with
Section 9.06),  the Holder may elect to purchase,  at the price specified in the
Notice, up to its pro rata share of New Securities, as provided for in paragraph
(a). An  election to purchase  shall be made in writing and must be given to the
Company within such 10-day period (in accordance with Section 9.06). The closing
of the sale of New  Securities by the Company to the  participating  Holder upon
exercise of its rights under this  Section 8.01 shall take place  simultaneously
with the closing of the sale of New Securities to third parties.

          (d) The  Company  shall have 120 days after the last date on which the
Holder's  right of first offer  lapsed to enter into an  agreement  (pursuant to
which the sale of New  Securities  covered  thereby shall be closed,  if at all,
within 60 days from the execution  thereof) to sell the New Securities which the
Holders did not elect to purchase under this Section 8.01, at or above the price
and upon terms not more favorable to the purchasers of such  securities than the
terms specified in the initial Notice given in connection with such sale. In the
event the Company has not entered into an  agreement to sell the New  Securities
within such 120-day period (or sold and



                                       23
<PAGE>

issued New Securities in accordance  with the foregoing  within 60 days from the
date of said agreement),  the Company shall not thereafter issue or sell any New
Securities  without first  offering such New  Securities to the Purchaser in the
manner provided in this Section 8.01.

          (e)  "New  Securities"   shall  mean  any  shares  of,  or  securities
convertible  into or  exercisable  for any shares of, any class of the Company's
capital stock, provided that "New Securities" does not include: (A) the Series A

     Convertible Preferred Stock or the Common Stock issuable upon conversion of
the Series A Convertible  Preferred  Stock;  (B) shares of Common Stock issuable
upon the  exercise of  Existing  Equity  Rights;  (C) Common  Stock  issued upon
exercise of warrants,  options or convertible securities if the issuance of such
warrants,  options or convertible securities was a result of the exercise of the
right of first offer granted under this Section 8.01 or was subject to the right
of first offer granted under this Section 8.01; and (D)  securities  sold to the
public in an  offering  pursuant  to a  registration  statement  filed  with the
Securities and Exchange Commission under the Securities Act.

                                   ARTICLE IX
                                  MISCELLANEOUS

     SECTION 9.01.  Survival.  The warranties and representations of the Company
                    --------
and the Purchasers contained in or made pursuant to this Agreement shall survive
for a period of 4 years after the execution  and delivery of this  Agreement and
the Closing and shall in no way be affected by any  investigation of the subject
matter  thereof  made by or on  behalf of the  Purchasers  or the  Company.  All
agreements and covenants  contained herein shall survive  indefinitely until, by
their respective terms, they are no longer operative.

     SECTION 9.02.  Transfer; Successors and Assigns.   The terms and conditions
                    --------------------------------
of this  Agreement  shall  inure  to the  benefit  of and be  binding  upon  the
respective  successors  and assigns of the parties.  Nothing in this  Agreement,
express or implied,  is intended to confer upon any party other than the parties
hereto  or  their  respective  successors  and  assigns  any  rights,  remedies,
obligations,  or  liabilities  under or by reason of this  Agreement,  except as
expressly provided in this Agreement.

     SECTION 9.03.  Governing  Law.  This  Agreement  shall be  governed  by and
                    --------------
construed under the laws of the State of New York.

     SECTION 9.04.  Counterparts.  This  Agreement  may  be  executed  in two or
                    ------------
more counterparts,  each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

     SECTION 9.05.  Title and  Subtitles.  The titles and subtitles used in this
                    --------------------
Agreement  are  used for  convenience  only  and are not to be  considered  in
construing or interpreting this Agreement.

                                       24
<PAGE>

     SECTION 9.06.  Notices.
                    -------

          (a) All notices, requests, demands and other communications under this
Agreement  or in  connection  herewith  shall  be  given  to or  made  upon  the
Purchasers  at the address set forth with  respect to such party on the Schedule
of Purchasers attached hereto as Exhibit A, or, if to the Company to ECCS, Inc.,
One Sheila Drive, Tinton Falls, NJ 07724.

          (b) In order to exercise the  conversion  right  pursuant to paragraph
(8)(a)(i)  of the  Restated  Certificate,  the  holder of the shares of Series A
Convertible  Preferred  Stock to be converted  shall  surrender the  certificate
representing  such shares at the office of the Company,  or at the office of the
conversion agent for the Series A Convertible Preferred Stock appointed for such
purpose by the Company,  with a written notice of election to convert  completed
and signed specifying the number of shares to be converted.

          Such notice shall be substantially in the following form:

                          NOTICE OF ELECTION TO CONVERT

                  The  undersigned,   being  a  holder  of  the  6%  Convertible
      Preferred  Stock,  Series  A  ("Preferred  Stock"),  of  ECCS,  Inc.  (the
      "Corporation"),  irrevocably  exercises  the right to convert  outstanding
      shares of Preferred Stock on        [ ], 2001, into shares of Common Stock
                                   ------
      of the  Corporation in accordance  with the terms of the Preferred  Stock,
      and directs that the shares issuable and deliverable  upon the conversion,
      be  issued  and  delivered  in the  denominations  indicated  below to the
      registered holder hereof unless a different name has been indicated below.
      If  shares  are to be  issued  in the  name of a  Person  other  than  the
      undersigned,  the  undersigned  will pay all transfer  taxes  payable with
      respect thereto.

          (c) All notices,  requests,  demands and other communications given or
made in accordance  with the provisions of this  Agreement  shall be in writing,
and shall be sent by airmail,  return receipt requested, or by telex or telecopy
(facsimile)  with  confirmation  of receipt,  and shall be deemed to be given or
made where receipt is so confirmed.

          (d) Any party may, by written  notice to the other,  alter its address
or  respondent,  and such notice shall be  considered to have been given 10 days
after the airmailing, telexing or telecopying thereof.

     SECTION 9.07.  Finder's Fee.   Each party  represents  and warrants that it
                    ------------
neither  is nor  will  be  obligated  for  any  finder's  fee or  commission  in
connection with this transaction. Each Purchaser agrees to indemnify and to hold
harmless the Company from any liability for any  commission or  compensation  in
the nature of a finder's fee (and the costs and  expenses of  defending  against
such  liability or asserted  liability)  for which such  Purchaser or any of its
officers,  employees,  or representatives is responsible in connection with this
transaction,  other than as provided  in Section  9.09.  The  Company  agrees to
indemnify and hold harmless each Purchaser from any liability for any commission
or  compensation  in the nature of a finder's fee (and the costs and expenses of
defending against such liability or asserted liability) for which the



                                       25
<PAGE>

Company or any of its officers,  employees or  representatives is responsible in
connection with this transaction.

     SECTION 9.08.  Expenses.    The  Company  covenants  and  agrees  with  the
                    --------
Purchasers  that  the  Company  will pay or cause  to be paid  upon  demand  the
following: (i) the fees, disbursements and expenses of the Company's counsel and
accountants  in  connection  with the purchase and sale of the Shares;  (ii) the
cost of  printing  or  producing  this  Agreement  and any  other  documents  in
connection with the offering,  purchase,  sale and delivery of the Shares; (iii)
all expenses in connection with the  qualification  of the Shares,  for offering
and sale under state  securities laws,  including the fees and  disbursements of
counsel for the Purchasers in connection with such qualification;  (iv) the cost
of preparing stock certificates;  (v) the cost and charges of any transfer agent
or registrar; (vi) all out-of-pocket expenses of the Purchasers,  including fees
and disbursements of counsel,  and stock transfer taxes on the Shares; (vii) all
fees and  expenses  provided  for in Article VII; and (viii) all other costs and
expenses incident to the performance of its obligations  hereunder which are not
otherwise specifically provided for in this Section 9.08.

     SECTION 9.09.  Fees.  The Company  covenants and agrees with the Purchasers
                    ----
that the  Company  shall pay at the Closing (i) the fees set forth in the letter
agreement  between the Company and C.E.  Unterberg,  Towbin  dated  February 14,
2001,  (ii) the  reasonable  expenses of investors,  including the legal fees of
Cravath, Swaine & Moore, incurred in connection with this financing arrangement,
and (iii) the  reasonable  out-of-pocket  expenses  incurred by C.E.  Unterberg,
Towbin in  carrying  out its  duties  set forth in the  letter  agreement  dated
February 14, 2001,  provided that such expenses  shall not exceed $50,000 in the
aggregate to be paid at Closing.

     The  letter   agreement   dated   February  14,  2001,   provides  that  in
consideration of C.E. Unterberg,  Towbins services as a financial advisor to the
Company and for carrying out the duties described in such letter agreement,  the
Company will issue to C.E.  Unterberg,  Towbin up to 125,000  shares of Series A
Convertible Preferred Stock adjusted according to the number of Shares of Series
A Convertible Preferred Stock purchased by the Purchasers upon the Closing. C.E.
Unterberg,  Towbin will be entitled to the same rights with regard to the shares
of Series A Convertible Preferred Stock as if it were a Purchaser hereunder.

     SECTION 9.10.  Amendments  and Waivers.  Any term of this  Agreement may be
                    -----------------------
amended and the  observance of and term of this  Agreement may be waived (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  only with the written consent of the Company and the holders of
a majority of the Securities  (calculated on an  as-converted  basis)  purchased
hereunder.  Any  amendment or waiver  effected in  accordance  with this Section
shall be binding upon each transferee of any  Securities,  each future holder of
all such  Securities,  and the  Company;  provided,  however,  that  none of the
conditions  set forth in  Article  IV hereof  may be waived  with  respect  to a
particular Purchaser unless it consents thereto.

     SECTION 9.11.  Severability.   If one or more provisions of this  Agreement
                    ------------
are held to be  unenforceable  under  applicable  law, such  provision  shall be
excluded  from  this  Agreement  and the  balance  of this  Agreement  shall  be
interpreted  as if such  provision  were so excluded and shall be enforceable in
accordance with its terms.



                                       26
<PAGE>

     SECTION 9.12.  Entire  Agreement.   This  Agreement  dated  April 4,  2001,
                    -----------------
constitutes the entire  Agreement  between the parties hereto  pertaining to the
subject  matter hereof and thereof,  and any and all other prior written or oral
agreements existing between the parties hereto are expressly canceled.

     This  Series  A  Convertible  Preferred  Stock  Purchase  Agreement  may be
executed in one or more counterparts,  each of which shall be deemed an original
and all of  which,  when  taken  together,  shall  constitute  one and the  same
instrument.



                                       27
<PAGE>

     IN WITNESS  WHEREOF,  the parties have  executed  this Series A Convertible
Preferred Stock Purchase Agreement as of the date first above written.

                                          PURCHASERS:



                                          By:
                                              --------------------------------
                                          Name:
                                          Title:



                                          COMPANY:

                                          ECCS, INC.,



                                          By: /s/ Gregg M. Azcuy
                                              --------------------------------
                                          Name:  Gregg M. Azcuy
                                          Title: President and Chief Executive
                                                 Officer