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                                                                   Exhibit 10.17

                                NET.GENESIS CORP.
                      SERIES D CONVERTIBLE PREFERRED STOCK
                               PURCHASE AGREEMENT


         This Series D Convertible Preferred Stock Purchase Agreement is entered
into on this 25th day of June, 1998 by and among net.Genesis Corp., a Delaware
corporation (the "Company"), and the Persons listed on Exhibit 2.01A hereto, as
amended (each such Person being hereinafter sometimes referred to individually
as a "Purchaser" and all such Persons being hereinafter sometimes referred to
collectively as the "Purchasers").

         In consideration of the mutual promises, representations, warranties,
covenants and conditions set forth in this Agreement, the parties hereto hereby
agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         1.01 Certain Definitions. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

         "Agreement" shall mean this Series D Convertible Preferred Stock
Purchase Agreement, as from time to time amended and in effect between the
parties hereto.

         "BVP" shall mean Bessemer Venture Partners IV L.P., a limited
partnership, and the related entities so designated on Exhibit 2.01A.

         "Board of Directors" shall mean the then present members of the Board
of Directors of the Company.

         "Charter" shall mean the Third Amended and Restated Certificate of
Incorporation of the Company in the form of Exhibit 2.01B hereto, as amended
from time to time.

         "Closing" shall have the meaning assigned to that term in Section
2.03(a) hereto.

         "Company" shall mean and include net.Genesis Corp., a Delaware
corporation, and its successors and assigns.

         "Company's Auditors" shall mean the firm of independent public
accountants employed by the Company from time to time to conduct its annual
audit, which firm shall be a "Big Six" accounting firm or such other accounting
firm acceptable to the holders of at least fifty-five (55%) percent of the
Purchased Shares.

         "Common Stock" shall mean (a) the Company's Common Stock, $.001 par
value per share, as authorized on the date of this Agreement, (b) any other
capital stock of any class or classes (however designated) of the Company,
authorized on or after the date hereof, the holders of which shall have the
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right either to all or to a share of the balance of current dividends and
liquidating distributions after the preference of the Preferred Stock, or the
holders of which shall ordinarily, in the absence of contingencies, be entitled
to vote for the election of a majority of directors of the Company (even though
the right so to vote has been suspended by the happening of such a contingency),
and (c) any other securities into which or for which any of the securities
described in (a) or (b) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

         "Consolidated" when used with reference to any term defined herein
shall mean that term as applied to the accounts of the Company and its
Subsidiaries consolidated in accordance with generally accepted accounting
principles after eliminating intercompany items and minority interests.

         "Conversion Shares" shall have the meaning assigned to that term in
Section 2.01 hereof.

         "Counsel to the Company" shall mean Foley, Hoag & Eliot LLP.

         "CRV" shall mean Charles River Partnership VII, a limited partnership.

         "ERISA" shall have the meaning assigned to that term in Section 4.12
hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
similar federal statute, and the rules and regulations of the Securities and
Exchange Commission (or of any other Federal agency then administering the
Exchange Act) thereunder, all as the same shall be in effect at the time.

         "Indebtedness" shall mean all obligations, contingent and otherwise,
which should, in accordance with generally accepted accounting principles
consistently applied, be classified upon the obligor's balance sheet as
liabilities, but in any event including, without limitation, liabilities secured
by any mortgage or security interest on real or personal property owned or
acquired subject to such mortgage or security interest, whether or not the
liability secured thereby shall have been assumed, and also including, without
limitation, (a) all guaranties, endorsements and other contingent obligations in
respect of Indebtedness of others, whether or not the same are or should be so
reflected in said balance sheet, except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary
course of business, and (b) the present value of any lease payments due under
leases required to be capitalized in accordance with applicable Statements of
Financial Accounting Standards, determined by discounting all such payments at
the interest rate determined in accordance with applicable Statements of
Financial Accounting Standards.

         "Issue Price" shall mean $1.20, which is the price per share at which
the Purchased Shares are being issued hereunder.

         "Key Employee" shall mean and include, the President and the Chief
Executive Officer, any Vice-President, the Treasurer and the Chief Financial
Officer of the Company or any Subsidiary, or any person who is not an officer of
the Company or any Subsidiary and is in charge of one or more of the following
functions: sales, marketing, production, or engineering and technical
development or any other position or employee so designated by the Board of
Directors of the Company.

         "OLV" shall mean OneLiberty Ventures, a limited partnership.



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         "Person" shall mean an individual, corporation, partnership, joint
venture, trust, limited liability company, unincorporated organization, or
similarly entitled, or a government or any agency or political subdivision
thereof.

         "Preferred Stock" shall mean the Series D Convertible Preferred Stock,
$.001 par value, of the Company, the rights, preference and other terms and
conditions of which are set forth in Exhibit 2.01B hereto.

         "Purchased Shares" shall have the meaning assigned to that term in
Section 2.01 hereof.

         "Purchasers" shall mean and include the Persons listed on Exhibit 2.01A
hereto.

         "Purchasers' Special Counsel" shall mean Posternak, Blankstein & Lund,
L.L.P.

         "Qualified Public Offering" shall mean and include the closing of a
firmly underwritten public offering pursuant to an effective registration
statement under the Securities Act covering the offer and sale of Common Stock
for the account of the Company from which the aggregate net proceeds to the
Company are at least $15,000,000 and the price per share of such Common Stock is
not less than $10.00 (such amount to be equitably adjusted whenever there is a
stock split, combination, stock dividend, reclassification or similar event
affecting the Common Stock).

         "Securities Act" shall mean the Securities Act of 1933, or any similar
Federal statute, and the rules and regulations of the Securities and Exchange
Commission (or of any other Federal agency then administering the Securities
Act) thereunder, all as the same shall be in effect at the time.

         "Series A Preferred Stock" shall mean the Series A Preferred Stock,
$.001 par value, of the Company, the rights and privileges of which are set
forth in the Charter.

         "Series B Preferred Stock" shall mean the Series B Preferred Stock,
$.001 par value, of the Company, the rights and privileges of which are set
forth in the Charter.

         "Series C Preferred Stock" shall mean the Series C Preferred Stock,
$.001 par value, of the Company, the rights and privileges of which are set
forth in the Charter.

         "Stock Option Plans" shall mean (i) the 1995 Stock Option Plan of the
Company presently providing for the issuance of, or grant of options to
purchase, up to 10,000,000 shares of Common Stock on the date hereof to
officers, directors, employees of and consultants to the Company and any
amendment thereto and/or (ii) any other plan, and any amendment thereto,
providing for the issuance of capital stock or options to purchase capital stock
to any such Persons.

         "Stockholder Agreement" shall mean that certain Amended and Restated
Stockholder Agreement dated as of November 14, 1995, as amended, by and among
Rajat Bhargava, Eric Richard, Matthew Cutler, the persons set forth on Exhibits
A and B thereto, the signatories to any amendment thereto and the Company.

         "Subsidiary" or "Subsidiaries" shall mean any corporation, 50% or more
of the outstanding voting stock of which shall at the time be owned by the
Company or by one or more Subsidiaries, or


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any other entity or enterprise, 50% or more of the equity of which shall at the
time be owned by the Company or by one or more Subsidiaries.

         "Wholly-Owned Subsidiary" or "Wholly-Owned Subsidiaries" shall mean any
corporation, 100% of the outstanding voting stock of which shall at the time be
owned by the Company or by one or more Wholly-Owned Subsidiaries, or any other
entity or enterprise, 100% of the equity of which shall at the time be owned by
the Company or by one or more Wholly-Owned Subsidiaries.

         1.02 Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with generally accepted accounting
principles, and all other financial data submitted pursuant to this Agreement
shall be prepared and calculated in accordance with such principles.

                                   ARTICLE II

                       PURCHASE, SALE AND TERMS OF SHARES

         2.01 The Purchased Shares. The Company has authorized the issuance and
sale of up to 5,900,000 shares (the "Purchased Shares") of the previously
authorized but unissued shares of its Preferred Stock to the Persons and in the
respective amounts set forth in Exhibit 2.01A hereto. The designation, rights,
preferences and other terms and conditions relating to the Preferred Stock shall
be as set forth in Exhibit 2.01B hereto. Any shares of Common Stock issuable
upon conversion of the Purchased Shares, and such shares when issued, are herein
referred to as the "Conversion Shares".

         2.02 Reservation of Shares. The Company has authorized and reserved and
covenants to continue to reserve, free of preemptive rights and other
preferential rights, a sufficient number of its previously authorized but
unissued shares of Common Stock to satisfy the rights of conversion of the
holders of the Purchased Shares.

         2.03 Purchase and Sale of Purchased Shares.

                  (a) The Closing. The Company agrees to issue and sell to the
         Purchasers, and, subject to and in reliance upon the representations,
         warranties, terms and conditions of this Agreement, the Purchasers,
         severally but not jointly, agree to purchase at the Issue Price all,
         and not less than all, of the Purchased Shares for the purchase prices
         and in the amounts set forth opposite their respective names in Exhibit
         2.01A hereto. Such purchase and sale shall take place at an initial
         closing (the "Initial Closing") to be held at the offices of Foley,
         Hoag & Eliot LLP One Post Office Square, Boston, MA 02109, on June
         25th, 1998 at 10:00 a.m. or on such other date and at such time as may
         be mutually agreed upon by the Company and a majority in interest of
         the Purchasers; a second closing for the purchase by OneLiberty
         Advisors IV LP will occur within thirty (30) days of the Initial
         Closing at a time and place to be mutually agreed upon, orally or in
         writing, by the Company and OneLiberty Advisors IV LP (the "Second
         Closing," and together with the Initial Closing, the "Closings"). At
         each Closing the Company will issue and deliver certificates, dated as
         of the Initial Closing, evidencing the Purchased Shares sold at such
         Closing registered in the name of Purchasers or their nominees, all in
         the amounts set forth opposite their respective names in Exhibit 2.01A
         hereto against delivery of checks payable to the order of the Company
         or transfer by wire transfer


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         in immediately available federal funds to the account of the Company in
         payment of the full purchase price for the Purchased Shares.

                  (b) Use of Proceeds. The Company agrees to use the proceeds
         from the issuance and sale of the Purchased Shares to fund operating
         losses, to purchase capital equipment necessary for Company operations,
         and for general working capital of the Company.

         2.04 Representations by the Purchasers. All representations and
warranties of the Purchasers in this Section 2.04 are made severally and not
jointly as follows:

                  (a) Each Purchaser represents that it is acquiring the
         Purchased Shares and any Conversion Shares for its own account and for
         the purpose of investment and not with a view to distribution or resale
         thereof; subject, nevertheless, to the condition that the disposition
         of the property of each Purchaser shall at all times be within its
         control, subject to applicable law and contractual restrictions. Each
         Purchaser which is not an individual further represents and warrants
         that it was not organized for the specific purpose of acquiring the
         Purchased Shares. Each Purchaser further represents and warrants that
         such Purchaser is (or, in the case of a partnership, it and all of its
         partners are) an "accredited investor" for purposes of the Securities
         Act (unless otherwise indicated on Exhibit 2.01A hereto) and Regulation
         D thereunder and warrants that it has knowledge and experience in
         financial and business matters such that it is capable of evaluating
         the merits and risks of the investment to be made hereunder, and that
         such Purchaser is financially able to undertake the risks involved in
         such an investment. Each Purchaser further acknowledges that it has had
         a full opportunity to request from the Company and to review and has
         received all information which it deems relevant in making an informed
         and knowledgeable decision to purchase the Purchased Shares being
         purchased by it hereunder. Each Purchaser understands and agrees that
         (i) the Purchased Shares and the Conversion Shares have not been
         registered under the Securities Act by reason of their issuance in a
         transaction exempt from the registration requirements of the Securities
         Act pursuant to Section 4(2) or Regulation D promulgated thereunder,
         (ii) the Purchased Shares and the Conversion Shares must be held
         indefinitely unless a registration statement covering such shares is
         effective under the Securities Act or unless an exception from
         registration under such Act is available, (iii) the Purchased Shares
         and the Conversion Shares will bear a legend to that effect and (iv)
         the Company will make a notation on its transfer books to such effect.
         Each Purchaser not an Accredited Investor makes the representations in
         this Section 2.04 except as to his status as an Accredited Investor.

                  (b) The principal office or residence of each Purchaser, and
         the place at which the decision to participate in this Agreement and
         the transactions contemplated hereby was made is located at the address
         appearing below such Purchaser's name on Exhibit 2.01A hereto. Each
         Purchaser which is not an individual and whose address appearing below
         such Purchaser's name on Exhibit 2.01A is located in Massachusetts
         further represents that it is an "institutional buyer" as that term is
         used in Section 402 (b) (8) of the Massachusetts Uniform Securities
         Act.

                  (c) Each Purchaser represents and warrants that this Agreement
         and all transactions contemplated hereunder have been duly authorized
         by all necessary action on its part and that this Agreement has been
         duly executed and delivered by it or on its behalf and is a valid and
         binding agreement enforceable against it in accordance with its terms.



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                  (d) Each Purchaser represents that no person, firm or
         corporation has or will have, as a result of any act or omission by
         such Purchaser, any right, interest or valid claim against the Company
         for any commission, fee or other compensation as a finder or broker, or
         in any similar capacity, in connection with the transactions
         contemplated by this Agreement.

                                   ARTICLE III

                      CONDITIONS TO PURCHASERS' OBLIGATIONS

         The obligation of each Purchaser to purchase and pay for the Purchased
Shares at each Closing is subject to the following conditions:

         3.01 Representations and Warranties. Each of the representations and
warranties of the Company set forth in Article IV hereof, shall have been true
in all material respects when made and shall be true in all material respects as
of the date of the Initial Closing.

         3.02 Documentation at Closing. The Purchasers shall have received prior
to or at such Closing all of the following, each in form and substance
reasonably satisfactory to the Purchasers and Purchasers' Special Counsel, and
all of the following events shall have occurred prior to or simultaneous with
the Initial Closing hereunder.

                  (a) A copy of all Charter documents of the Company certified
         by the Secretary of State of Delaware; a certified copy of the
         resolutions of the Board of Directors and the stockholders of the
         company evidencing approval of this Agreement, the restatement of the
         Charter, the authorization for issuance of the Purchased Shares and
         other matters contemplated hereby; a certified copy of the By-laws of
         the Company; and certified copies of all documents evidencing other
         necessary corporate or other action and governmental approvals, if any,
         with respect to this Agreement and the Purchased Shares.

                  (b) An opinion of Counsel to the Company as to matters set
         forth in Exhibit 3.02B hereto. In rendering such opinion, such counsel
         may require and, to the extent they deem necessary or appropriate, may
         rely upon, representations and warranties made in certificates of
         officers of the Company and representations and warranties of the
         Company and Purchasers contained herein.

                  (c) A certificate of the Secretary or an Assistant Secretary
         of the Company stating the names of the officers of the Company
         authorized to sign this Agreement, the certificates for the Purchased
         Shares and the other documents or certificates to be delivered pursuant
         to this Agreement by the Company or any of its officers, together with
         the true signatures of such officers.

                  (d) A certificate from a duly authorized officer of the
         Company stating that the representations and warranties of the Company
         contained in Article IV hereof or otherwise made by the Company in
         writing in connection with the transactions contemplated hereby are
         true and correct in all material respects and that all conditions
         required to be performed by the Company prior to or at the Initial
         Closing have been performed in all material respects, and that no
         condition or event has occurred or is continuing or will result from
         the execution and delivery of this Agreement or the issuance of the
         Purchased Shares which constitutes an event


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         of default or would constitute an event of default but for the
         requirement that notice be given or time elapse or both.

                  (e) Amendment No. 3 to the Amended and Restated Stockholder
         Agreement in the form and substance set forth in Exhibit 3.02E hereto,
         shall have been executed by the parties named therein.

                  (f) Employee Confidentiality, Non-competition and Intellectual
         Property Assignment Agreements in or substantially in the form and
         substance set forth in Exhibit 3.02F hereto shall have been executed by
         the Company and each Key Employee.

                  (g) The Amended and Restated Registration Rights Agreement in
         the form and substance set forth in Exhibit 3.02G hereto shall have
         been executed by the Company and the parties named therein.
                  (h) The Board of Directors of the Company shall consist of not
         more than seven (7) members, as specified in the Stockholders
         Agreement.

                  (i) The Company shall have performed all its other covenants
         and agreements in all material respects set forth in this Agreement.

         3.03 Consents, Waivers, etc.. Prior to the Initial Closing, the Company
shall have obtained all material consents or waivers, if any, necessary to
execute and deliver this Agreement, issue the Purchased Shares and to carry out
the transactions contemplated hereby and thereby, and all such consents and
waivers shall be in full force and effect. All corporate and other action and
governmental filings necessary to effectuate the terms of this Agreement, the
Purchased Shares and other agreements and instruments executed and delivered by
the Company in connection herewith shall have been made or taken, except for any
post-sale filing that may be required under federal and state securities laws,
as to which filing the Company agrees to make promptly after such Closing. In
addition to the documents set forth above, the Company shall have provided the
Purchasers any other information or copies, of documents that they may
reasonably request.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES BY THE COMPANY

         The Company represents and warrants as follows:

         4.01 Organization and Standing of the Company. The Company is a duly
organized and validly existing corporation in good standing under the laws of
the jurisdiction in which it is organized and has all requisite corporate power
and authority for the ownership and operation of its properties and for the
carrying on of its business as now conducted. The Company is duly licensed or
qualified and in good standing as a foreign corporation authorized to do
business in The Commonwealth of Massachusetts and in each other jurisdiction in
which the nature of the business transacted by it or the character of the
properties owned or leased by it requires such licensing or qualification,
unless the failure to so qualify does not and will not have a material adverse
effect on the business operations or financial condition of the Company.



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         4.02 Corporate Action. The Company has all necessary corporate power
and has taken all corporate action required for the due authorization, execution
and delivery of this Agreement and any other agreements and instruments executed
in connection herewith and for the due authorization, issuance and delivery of
the Purchased Shares, and this Agreement and any such other agreements are
valid, binding and enforceable against the Company in accordance with their
terms. Sufficient shares of authorized but unissued Common Stock of the Company
have been reserved by appropriate corporate action in connection with the
prospective conversion of the Purchased Shares. The issuance of the Purchased
Shares, and the issuance of the Conversion Shares upon the conversion of the
Purchased Shares, are not subject to preemptive or other preferential rights, or
similar statutory or contractual rights, either arising pursuant to any
agreement or instrument to which the Company is a party or which are otherwise
binding upon the Company.

         4.03 Governmental Approvals. All authorizations, consents, approvals,
licenses, exemptions from or filings, or registrations with any court or
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, necessary for, or in connection with, the offer, issuance,
sale, execution or delivery by the Company, or for the performance by it of its
obligations under, this Agreement, the agreements referred to in Article III
hereof or the Purchased Shares shall have been made prior to, and shall be
effective as of, the Initial Closing (except for any post-sale filings that may
be required under federal or state securities laws, which will be filed by the
Company in a timely manner).

         4.04 Litigation. There is no litigation or governmental proceeding or
investigation pending or, to the knowledge of the Company, threatened against
the Company affecting any of its properties or assets, or, to the knowledge of
the Company, after due inquiry, against any officer, Key Employee or principal
stockholder of the Company that might result, either in any case or in the
aggregate, in any material adverse change in the business, operations, affairs
or condition of the Company, or any of its properties or assets, or pending or,
to the knowledge of the Company, threatened against the Company that might call
into question the validity of this Agreement, the issuance of the Purchased
Shares, or any action taken or to be taken pursuant hereto or thereto. Neither
the Company nor, to the knowledge of the Company, after due inquiry, any
officer, Key Employee or principal stockholder of the Company or its
Subsidiaries, is in default with respect to any order, writ, injunction, decree,
ruling or decision of any court, commission, board or other government agency
that might result, either in any case or in the aggregate, in any material
adverse change in the business, operations, affairs or condition of the Company
or any of its properties or assets. The foregoing sentences include, without
limiting their generality, actions pending or threatened (or any basis therefor
known to the Company) involving the prior employment of employees of the Company
and the use in any of the Company's business of any information or techniques
allegedly proprietary to any of their former employers.

         4.05 Certain Agreements of Officers and Employees.

                  (a) To the best of the Company's knowledge and belief, after
         due inquiry, no employee of the Company is in violation of any material
         term of any employment contract, patent disclosure agreement,
         non-competition agreement, or any other contract or agreement or any
         restrictive covenant relating to the right of any such officer or
         employee to be employed by the Company because of the nature of the
         business conducted by the Company or relating to the use of trade
         secrets or proprietary information of others, and to the best of the
         Company's knowledge and belief, the continued employment of the
         Company's officers and employees do not subject the Company or the
         Purchasers to any liability arising from such agreements.



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                  (b) To the Company's knowledge, no officers of the Company,
         nor any Key Employees of the Company whose termination, either
         individually or in the aggregate, would have a material adverse effect
         on the Company, has any present intention of terminating his employment
         with the Company.

                  (c) The Company is not a party to any collective bargaining
         agreement and, to the best of its knowledge, after due inquiry, there
         have been no pending labor problems involving collective disputes or
         disturbances with any group of employees and, to the knowledge of the
         Company, there have been no attempts to organize its employees by any
         union or similar association.

         4.06 Compliance with Other Instruments. The Company is in compliance in
all respects with the terms and provisions of this Agreement and of its charter
documents, as amended, and by-laws, as amended, and in all material respects
with the terms and provisions of each material mortgage, indenture, lease,
agreement and other instrument relating to obligations of the Company, and, to
the best of the Company's knowledge, of all material judgments, decrees,
governmental orders, statutes, rules or regulations by which it is bound or to
which its properties or assets are subject. Neither the execution and delivery
of this Agreement or the Purchased Shares, nor the consummation of any
transaction contemplated hereby or thereby, has constituted or resulted in or
will constitute or result in a default or violation of any material term or
provision in any of the foregoing documents or instruments.

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

         4.08 Title to Assets. The company has good and marketable title in fee
to such of its fixed assets as are real property, and good title to all of its
other assets now carried on its books, including those reflected in the most
recent balance sheet of the Company described below in Section 4.10, or acquired
since the date of such balance sheet (except personal property disposed of since
said date in the ordinary course of business) free of any mortgages, pledges,
charges, liens, security interests or other encumbrances, except those indicated
in Exhibit 4.08 hereto and except for liens for current taxes not yet due and
payable and minor imperfections of title, if any, not material in nature or
amount and not materially detracting from the value or impairing the use of the
property subject thereto or impairing the operations of the Company. The Company
enjoys peaceful and undisturbed possession under all leases under which it is
operating and is in compliance in all material respects with all such leases,
and all said leases are valid and subsisting and in full force and effect.

         4.09 Patents and Intellectual Property Rights. The Company owns or has
a valid right, or will be able to obtain at reasonable cost standard in the
industry the right, to use the patents, patent rights, licenses, trade secrets,
trademarks, trademark rights, trade names or trade name rights or franchises,
copyrights, inventions, and


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intellectual property rights material to the conduct of its businesses as now
operated (the "Company's Intellectual Property"); and no claim is pending to the
effect that the operations of the Company, and to the Company's knowledge, the
operations of the Company will not, conflict with valid patents, patent rights,
licenses, trade secrets, trademarks, trademark rights, trade names or trade name
rights or franchises, copyrights, inventions, and intellectual property rights
of others. Except as set forth in Exhibit 4.09 hereto, and except for the
payment of the customary fees for the right to use commercially available
software, the Company has no obligation to compensate any Person for the use of
any of the Company's Intellectual Property and has granted to no Person any
license or other rights to use in any manner any of the Company's Intellectual
Property, whether requiring the payment of royalties or not.

         4.10 Financial Information. The Company has furnished to the Purchasers
the unaudited balance sheet of the Company as of December 31, 1997 and the
related unaudited statements of income and statement of cash flows of the
Company for the twelve month period ended December 31, 1997 and the statement of
changes in redeemable preferred stock and stockholders' equity for the period
ended December 31, 1997. The Company has also furnished to the Purchasers the
unaudited balance sheet of the Company as of March 31, 1998 and the related
unaudited statements of operations and cash flows of the Company for three
months ended March 31, 1998, and the unaudited statement of stockholders' equity
of the Company for the period ended March 31, 1998. All such financial
statements have been prepared in accordance with generally accepted accounting
principles consistently applied (except that such unaudited financial statements
do not contain all of the required footnotes or period end adjustments not
material in the aggregate) and fairly present the financial position of the
Company as of December 31, 1997 and March 31, 1998, respectively, and the
results of its operations and cash flows for the year ended December 31, 1997
and the three month period ended March 31, 1998, respectively. The Company does
not have, and has no reasonable grounds to know of, any liability, contingent or
other, not adequately reflected in or reserved against in the aforesaid
financial statements. Since March 31, 1998, there has not been, except as set
forth in Exhibit 4.10, and except for changes in the ordinary course of business
which have not been materially adverse:

                  (a) Any material change in the assets, liabilities, financial
         condition, or operations of the Company from that reflected in the
         financial statements;

                  (b) Any change in the contingent obligations of the Company by
         way of guaranty, endorsement, indemnity, warranty, or otherwise;

                  (c) Any damage, destruction, or loss, whether or not covered
         by insurance, materially and adversely affecting the properties or
         business of the Company;

                  (d) Any waiver or compromise by the Company of a valuable
         right or of a material debt owed to it;

                  (e) Any loans made or promised by the Company to its
         employees, officers, or directors other than travel advances made in
         the ordinary course of business;

                  (f) Any increases in excess of ten (10%) percent in the
         compensation of any of the Company's employees, officers, or directors
         (but not including any options granted to any such persons);

                  (g) Any declaration or payment of any dividend or other
         distribution of the assets of the Company;

                  (h) Any issuance or sale by the Company of any shares of its
         Common Stock or other securities other than option grants pursuant to
         the Company's 1995 Stock Option Plan and


                                      -10-
<PAGE>   11
         option exercises pursuant to such Stock Option Plan, and the sale and
         issuance of 1,035,000 shares of common stock to Larry Bohn;

                  (i) Any other event or condition of any character that has
         materially and adversely affected the Company's business; or

                  (j) Any agreement or commitment by the Company to do any of
         the things described in this Section 4.10.

         4.11 Taxes. The Company has prepared and filed within the time
prescribed by law all federal, state and other tax returns required by law to be
filed by it, has paid all taxes shown to be due and all additional assessments,
including penalties and interest, received by it, and adequate provisions have
been made and are reflected in the Company's financial statements for all
current taxes and other charges to which the Company is subject and which are
not currently due and payable. None of the state, local or federal income tax
returns of the Company have been audited by, or are currently under audit by,
any state or local tax authority or by the Internal Revenue Service. The Company
knows of no additional assessments or adjustments pending or threatened for any
period. There are no tax liens upon the assets or property of the Company. The
Company has not granted any extension to any taxing authority of the limitation
period during which any tax liability may be asserted. All monies required to be
withheld by the Company from employees or collected from customers for income
taxes, social security and unemployment insurance taxes and sales, excise and
use taxes, and the portion of any such taxes to be paid by the Company to
governmental agencies or set aside in accounts for such purpose have been so
paid or set aside, or such monies have been approved, reserved against and
entered upon the books and financial statements of the Company. The Company does
not have in effect any tax election or consent for federal income tax purposes
under Sections 108, 341(f), 471, 1017, 1033 or 4977 of the Internal Revenue Code
of 1986, as amended.

         4.12 ERISA. Except as set forth on Exhibit 4.12, the Company has no
employee benefit plan subject to ERISA; all such employee benefit plans listed
on Exhibit 4.12 are in full force and effect and in compliance with applicable
laws, and there are no funding deficiencies thereunder.

         4.13 Contracts; Commitments. Except as set forth in Exhibit 4.13
hereto, the Company is not a party to (i) any employment or consulting contracts
(other than employment at will) (ii) or any contracts or commitments (or group
of related contracts or commitments) involving more than [$50,000] or having a
term (including renewals or extensions optional with another party) of more than
one (1) year from the date thereof; all of the contracts and commitments listed
on Exhibit 4.13 are in full force and neither the Company nor, to the best
knowledge of the Company, any other party to any such contracts or commitments
is in default of any material covenant or obligation thereunder.

         4.14 Transactions with Affiliates. There are no loans, leases, royalty
agreements or other continuing transactions between the Company, its
Subsidiaries, any of its or their customers or suppliers and any officer or
director of the Company (other than on-going employment obligations to Mr. Bohn)
or any Person owning five (5%) percent or more of any class of capital stock of
the Company or any member of such officer, director or stockholder's immediate
family or any corporation or other entity controlled by such officer, director
or stockholder or a member of such officer, director or stockholder's immediate
family.

         4.15 Assumptions or Guaranties of Indebtedness of other Persons. The
Company has not assumed, guaranteed, endorsed or otherwise become directly or
contingently liable on (including,


                                      -11-
<PAGE>   12
without limitation, liability by way of agreement, contingent or otherwise, to
purchase, to provide funds for payment, to supply funds to or otherwise invest
in any debtor or otherwise to assure any creditor against loss), any
Indebtedness of any other Person.

         4.16 Investments in Other Persons. Other than advances in the ordinary
course of business to employees, which are not in the aggregate material, the
Company has not made any loan or advance to any Person which is outstanding on
the date of this Agreement, nor is it committed or obligated to make any such
loan or advance, nor does the Company have any Subsidiaries or own any capital
stock, assets comprising the business of, obligations of, or any interest in,
any Person except as set forth on Exhibit 4.16.

         4.17 Disclosure. This Agreement, the financial statements described in
Section 4.10, and any other agreement, document, certificate or written
statement provided to the Purchasers by or on behalf of the Company are true and
correct in all material respects. There is no fact within the knowledge of the
Company which has not been disclosed herein or in writing by them to the
Purchasers and which materially adversely affects, or in the future in the
Company's opinion has a substantial possibility to, insofar as the Company can
now foresee, materially adversely affect the business, properties, assets or
condition, financial or other, of the Company. Without limiting the foregoing,
the Company has no knowledge or belief that there exists any patent, invention,
device, application or principle which would materially adversely affect the
condition, financial or otherwise, or the business or operations of the Company.

         4.18 Registration Rights. Except as provided in the Amended and
Restated Registration Rights Agreement set forth in Exhibit 3.02G hereto, no
Person has the right to demand or other rights to cause the Company to file any
registration statement under the Securities Act relating to any securities of
the Company, presently outstanding or that may be subsequently issued, or any
right to participate in any such registration statement.

         4.19 Securities Act of 1933. The Company has complied and will comply
with all applicable federal or state securities laws in connection with the
issuance and sale of the Purchased Shares. Neither the Company nor anyone acting
on its behalf has offered or will offer to sell the Purchased Shares or similar
securities to, or solicit offers with respect thereto from, or enter into any
preliminary conversations or negotiations relating thereto with, any Person, so
as to bring the issuance and sale of the Purchased Shares under the registration
provisions of the Securities Act.

         4.20 No Brokers or Finders. No Person has or will have, as a result of
the transactions contemplated by this Agreement, any right, interest or valid
claim against or upon the Purchasers or the Company for any commission, fee or
other compensation as a finder or broker; and the Company agrees to indemnify
and hold the Purchasers harmless against any such commissions, fees or other
compensation.

         4.21 Capitalization; Status of Capital Stock. The Company has a total
authorized capitalization consisting of 28,102,148 shares, including 17,500,000
shares of Common Stock, $.001 par value per share, of which 1,773,884 shares are
issued and outstanding; 200,000 shares of Series A-1 Convertible Preferred
Stock, $0.001 par value per share, of which 200,000 shares are issued and
outstanding; 101,430 shares of Series A-2 Convertible Preferred Stock, $0.001
par value per share, of which 101,430 shares are issued and outstanding; 624,000
shares of Series A-3 Convertible Preferred Stock, $0.001 par value per share, of
which 624,000 shares are issued and outstanding; 776,718 shares of Series B
Convertible Preferred Stock, $0.001 par value per share, of which 776,718 shares
are


                                      -12-
<PAGE>   13
issued and outstanding; and 3,000,000 shares of Series C Convertible Preferred
Stock, $0.001 par value per share of which 2,928,316 shares are issued and
outstanding, and 5,900,000 shares of Series D Convertible Preferred Stock,
$0.001 par value per share, of which none are issued and outstanding. A complete
list of the currently issued and outstanding shares of capital stock of the
Company and the names in which such shares are registered is set forth in
Exhibit 4.21 hereto. All of the outstanding shares of capital stock of the
Company have been duly authorized, are validly issued and are fully paid and
nonassessable. All shares of capital stock issuable upon exercise of outstanding
options and warrants have been duly authorized and, when issued in accordance
with the terms of such options and warrants, will be validly issued, and fully
paid and nonassessable. The Purchased Shares, when issued and delivered in
accordance with the terms hereof, and the Conversion Shares, when issued and
delivered upon conversion of the Purchased Shares, will be duly authorized,
validly issued and fully paid and nonassessable. Except as set forth in this
Agreement and Exhibit 4.21 hereto, there are no options, warrants or rights to
purchase shares of capital stock or other securities authorized, issued or
outstanding, nor is the Company obligated in any other manner to issue shares of
its capital stock or other securities. Except as set forth in Exhibit 4.21
hereto, there are no restrictions on the transfer of shares of capital stock of
the Company other than those imposed by relevant state and federal securities
laws. Except as set forth in the Stockholder Agreement, no holder of any
security of the Company is entitled to preemptive or similar statutory or
contractual rights, either arising pursuant to any agreement or instrument to
which the Company is a party or that are otherwise binding upon the Company. The
offer and sale of all shares of capital stock or other securities of the Company
issued before the Closing complied with or were exempt from registration or
qualification under all federal and state securities laws. No securities of the
Company have been issued prior hereto at a price which would result in an
increase in the number of shares of Common Stock issuable upon conversion of any
outstanding shares of any series or subseries of Series A Preferred Stock or
Series B Preferred Stock pursuant to the provisions of Article Fourth, A, 5(e)
or (f) of the Charter.

         4.22 Insurance. Exhibit 4.22 hereto contains a summary of the insurance
policies currently maintained by the Company. The Company has not suffered the
cancellation of any of its insurance, nor has the Company been denied insurance
which it has applied for or requested.

         4.23 Books and Records. The books of account, ledgers, order books,
records and documents of the Company accurately and completely reflect all
material information relating to the business of the Company, the nature,
acquisition, maintenance, location and collection of each of its assets, and the
nature of all transactions giving rise to the obligations or accounts receivable
of the Company.

         4.24 Environmental Matters. The Company has not generated, used,
stored, treated or disposed of any Hazardous Substances (as defined below) in
connection with the operations of its business, other than cleaning and/or
office supplies required in the ordinary course of the Company's operations. To
the Company's knowledge, the Company, the operation of its business, and any
real property that the Company owns, leases or otherwise occupies or uses (the
"Premises") are in material compliance with all applicable Environmental Laws
(as defined below) . For purposes of this Section, the term "Environmental Laws"
shall mean any federal, state or local law, ordinance or regulation pertaining
to the protection of human health or the environment, including, without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. Sections 9601, et seq., Emergency Planning and Community
Right-to-Know Act, 42 U.S.C. Sections 11001, et seq., and the Resource
Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq. For purposes of
this Section, the term "Hazardous Substances" shall include oil and petroleum
products, polychlorinated biphenyls and any other material classified as
hazardous or toxic under any Environmental Laws.



                                      -13-
<PAGE>   14
                                    ARTICLE V

                            COVENANTS OF THE COMPANY

         5.01 Affirmative Covenants of the Company Other Than Reporting
Requirements. Without limiting any other covenants and provisions hereof, the
Company covenants and agrees that, until a Qualified Public Offering, so long as
fifty percent (50%) of the Purchased Shares remain outstanding, it will perform
and observe the following covenants and provisions and will cause each
Subsidiary to perform and observe such of the following covenants and provisions
as are applicable to such Subsidiary:

                  (a) Payment of Taxes and Trade Debt. Pay and discharge all
         taxes, assessments and governmental charges or levies imposed upon it
         or upon its income or profits or business, or upon any properties
         belonging to it, prior to the date on which penalties attach thereto,
         and all lawful claims, which, if unpaid, might become a lien or charge
         upon any properties of the Company, provided that the Company shall not
         be required to pay any such tax, assessment, charge, levy or claim that
         is being contested in good faith and by appropriate proceedings if the
         Company shall have set aside on its books and shall have funded, in
         accordance with generally accepted accounting principles, adequate
         reserves with respect thereto. Pay when due, or in conformity with
         customary trade terms, all lease obligations, all trade debt, and all
         other Indebtedness incident to the operations of the Company, except
         such as are being contested in good faith and by appropriate
         proceedings if the Company shall have set aside on its books and shall
         have funded, in accordance with generally accepted accounting
         principles, adequate reserves with respect thereto.

                  (b) Maintenance of Insurance. Maintain with responsible and
         reputable insurance companies or associations insurance (i) in such
         amounts and covering such risks as is usually carried by companies of
         similar size engaged in similar businesses and owning similar
         properties in the same general areas in which the Company operates, and
         (ii) a three year life insurance on Larry Bohn in the amount of
         $1,000,000, payable to the Company.

                  (c) Preservation of Corporate Existence. Preserve and maintain
         its corporate existence, rights, franchises and privileges in the
         jurisdiction of its incorporation, and qualify and remain qualified as
         a foreign corporation in each jurisdiction in which such qualification
         is necessary or desirable in view of its business and operations or the
         ownership of its properties. Preserve and maintain all material
         licenses and other rights to use patents, processes, licenses,
         trademarks, trade names, inventions, intellectual property rights or
         copyrights owned or possessed by it and necessary to the conduct of its
         business.

                  (d) Compliance with Laws. Comply in all material respects with
         all applicable laws, rules, regulations and orders of any governmental
         authority, noncompliance with which could materially adversely affect
         its business or condition, financial or otherwise, except
         non-compliance being contested in good faith through appropriate
         proceedings so long as the Company shall have set up and funded
         sufficient reserves, if any, required under generally accepted
         accounting principles with respect to such items.



                                      -14-
<PAGE>   15
                  (e) Keeping of Records and Books of Account. Keep adequate
         records and books of account, in which complete entries will be made in
         accordance with generally accepted accounting principles consistently
         applied, reflecting all financial transactions of the Company, and in
         which, for each fiscal year, all proper reserves for depreciation,
         depletion, obsolescence, amortization, taxes, bad debts and other
         purposes in connection within its business shall be made.

                  (f) Maintenance of Properties, etc. Maintain and preserve all
         of its properties necessary or useful in the proper conduct of its
         business, in good repair, working order and condition, ordinary wear
         and tear excepted, and from time to time make all necessary and proper
         repairs, renewals, replacements, additions and improvements thereto.
         Comply with the provisions of all material leases to which the Company
         is a party or under which the Company occupies property so as to
         prevent any loss or forfeiture thereof or thereunder.

                  (g) New Developments. Cause technological or other proprietary
         developments, inventions, discoveries or improvements by the Company's
         employees to be fully documented in accordance with the prevailing
         industrial professional standards, cause all Key Employees and
         consultants of the Company to execute appropriate confidentiality,
         nondisclosure, patent and technology assignment agreements to the
         Company and, where possible and appropriate, to file and prosecute
         United States and foreign patent and copyright applications relating to
         and protecting such developments on behalf of the Company.

                  (h) Employee Confidentiality, Non-competition and Intellectual
         Property Assignment. As a condition to employment, cause each Key
         Employee now or hereafter employed by the Company promptly to execute
         an agreement substantially in the form of Exhibit 3.02F hereto or in a
         form approved by the Board of Directors.

                  (i) Visitation Rights. Permit each of CRV, BVP and OLV (so
         long as each of them holds not less than 50% of its Purchased Shares
         and/or Conversion Shares) or any legal or financial representative
         thereof periodically upon reasonable notice during normal business
         hours upon reasonable notice to examine the books and records of the
         Company at the Company's premises and permit such Purchasers (or any
         general partners thereof) to meet, and to discuss the business affairs,
         finances and accounts of the Company with any of its officers or
         directors and independent accountants.

                  (j) Board of Directors; Indemnification. The Company shall use
         its best efforts to hold at least four (4) meetings of the Board each
         year and at least once every ninety (90) days, except as otherwise
         agreed to by the Board. The Charter or by-laws of the Company shall at
         all times provide for the indemnification of the Board to the full
         extent provided by the law of the jurisdiction in which the Company is
         organized. The Company shall promptly reimburse in full each director
         of the Company who is not an employee of the Company for all his
         reasonable out-of-pocket expenses incurred in attending each meeting of
         the Board of Directors of the Company or any committee thereof.

         5.02 Negative Covenants of the Company. Without limiting any other
covenants and provisions hereof, the Company covenants and agrees that at all
times while at least sixty (60%) percent of the Purchased Shares are issued and
outstanding, and, until a Qualified Public Offering, it will comply with and
observe the following covenants and provisions, and will cause each subsidiary
to comply with and observe such of the following covenants and provisions as are
applicable to such


                                      -15-
<PAGE>   16
Subsidiary, and will not (nor will any such Subsidiary) except with the consent
of holders of at least sixty (60%) percent of the then issued and outstanding
Purchased Shares:

                  (a) Maintenance of Ownership of Subsidiaries. Create any
         Subsidiary that is not a Wholly-Owned Subsidiary, sell or otherwise
         dispose of any shares of capital stock of any Subsidiary, or permit any
         Subsidiary to merge or consolidate with, transfer its assets to, issue,
         sell or otherwise dispose of any shares of its capital stock or the
         capital stock of any Subsidiary to, any other Person, except to the
         Company or a Wholly-Owned Subsidiary.

                  (b) Dealings with Affiliates and Others. Enter into any
         transaction, including, without limitation, any loans or extensions of
         credit or royalty agreements, with any officer or director of the
         Company or any Subsidiary or holder of shares of any class of capital
         stock of the Company, or any member of their respective immediate
         families or any corporation or other entity directly or indirectly
         controlled by one or more of such officers, directors or stockholders
         or members of their immediate families unless such transaction is for
         travel or business expenses of the Company incurred in the ordinary
         course of business or is approved in advance by a majority of
         disinterested members of the Board of Directors.

                  (c) Change in Nature of Business. Make, or permit any
         Subsidiary to make, any material change in the nature of its business
         as carried on at the date hereof or as contemplated in written
         materials delivered to the Purchaser prior to the date hereof, or enter
         new lines of business or exit or discontinue the Company's current line
         of business.

                  (d) Acquisition/Investments. (i) Make, or permit any
         Subsidiary to make, any loan or advance to any Person, other than
         advances to employees for business expenses in the ordinary course of
         business or accepting promissory notes for the purchase of capital
         stock by employees, (ii) until August 31, 1998, purchase, otherwise
         acquire, or permit any Subsidiary to purchase or otherwise acquire for
         consideration having an aggregate value in excess of $10,000 in any
         fiscal year, the capital stock, assets comprising the business of,
         obligations of, or any interest in any other Person; or (iii) merge or
         consolidate with any other Person (other than a merger or consolidation
         permitted by Subsection 5.02(a)).

                  (e) Dividends. Prior to a Qualified Public Offering, declare
         or pay any dividends on any class of the Company's or any Subsidiary's
         capital stock now or hereafter outstanding (other than cash dividends
         on the Purchased Shares and the Series B Preferred Stock or payable in
         Common Stock or by any Subsidiary either to the Company or to another
         Subsidiary that is the parent of the paying Subsidiary), or purchase,
         redeem or otherwise acquire or retire any of the Company's or any
         subsidiary's capital stock of any class now or hereafter outstanding or
         otherwise return capital or make distributions of assets to
         stockholders as such, except (i) repurchases of capital stock of the
         Company from employees or consultants upon termination of employment or
         consulting pursuant to stock restriction or repurchase agreements or
         other agreements with any such employees or consultants (not to exceed
         $50,000 in the aggregate in any fiscal year of the Company) which
         repurchases are approved by the Board of Directors of the Company, and
         (ii) redemptions of the Series B Preferred Stock and Series C Preferred
         Stock in compliance with the provisions of the Charter.

                  (f) Stock Options/Vesting. Increase the number of shares of
         capital stock issuable under the Stock Option Plans, or grant options
         under the Stock Option Plans which will vest or become exercisable from
         the date of such grant at a rate faster than 25% annually over a four


                                      -16-
<PAGE>   17
         year period, commencing one year from the date of grant unless
         consented to by the director designated solely by the holders of the
         Series B Preferred Stock.

                  (g) Issuance of Equity Securities. Authorize or issue, or
         obligate itself to issue any other equity security senior to or on a
         parity with the Purchased Shares as to liquidation preference.

                  (h) Amendments. Make any amendment to its charter documents or
         its by-laws which limits its legal capacity or ability to perform its
         obligations under this Agreement, relating to the Purchased Shares, or
         any other instrument or agreement executed or to be executed pursuant
         to the provisions hereof or relating to the Purchased Shares or which
         materially adversely affect the rights of the holders of the Purchased
         Shares.

                  (i) Capital Expenditures/Loans. Make capital expenditures in
         excess of $100,000 in any fiscal year or make loans to any third
         parties other than loans to employees or others in the ordinary course
         of business, not to exceed [$50,000].

                  (j) Guaranties. Make any guaranty of any other party's
         obligations except in the ordinary course of business.

                  (k) Secured Debt. Incur, or permit any Subsidiary to incur,
         any secured debt, except to institutional lenders, or mortgage, pledge
         or grant a security interest in, or permit any Subsidiary to mortgage,
         pledge or grant a security interest in, all or substantially all of the
         Company's assets or any Subsidiary's assets, or enter into any
         sale/leaseback transactions, except to institutional lenders or in
         connection with purchase money security interests on commercially
         reasonable terms and conditions or with the unanimous vote or consent
         of the Board of Directors.

         5.03 Reporting Requirements. Until the occurrence of a Qualified Public
Offering, the Company will furnish (x) all the following to each of CRV, BVP and
OLV (so long as each of them holds not less than 400,000 Purchased Shares and
(y) the information specified in Sections 5.03(a), (c) and (h) hereof to all
other holders of not less than 400,000 Purchased Shares and/or Conversion
Shares:

                  (a) As soon as available and in any event within one hundred
         twenty (120) days after the end of each fiscal year of the Company, a
         copy of the annual audit report for such year for the Company and its
         Subsidiaries, including therein consolidated balance sheets of the
         Company and its Subsidiaries as of the end of such fiscal year and
         consolidated statements of income and retained earnings and of changes
         in financial position of the Company and its Subsidiaries for such
         fiscal year, setting forth in each case in comparative form the
         corresponding figures for the preceding fiscal year, together with
         supporting notes thereto, all duly certified by the Company's Auditors;

                  (b) As soon as available and in any event within thirty (30)
         days after the end of each month, unaudited consolidated balance sheets
         of the Company and its Subsidiaries as of the end of such month and
         unaudited consolidated statements of income and retained earnings and
         of changes in financial position of the Company and its Subsidiaries
         for the month and the fiscal period ending with such month, setting
         forth in each case in comparative form the corresponding figures for
         (i) the corresponding periods of the prior fiscal year, and (ii) the


                                      -17-
<PAGE>   18
         budget for such periods, all in reasonable detail and duly certified
         (subject to year-end audit adjustments, none of which shall be
         material, individually or in the aggregate) by the chief financial
         officer of the Company on the Company's behalf as having been prepared
         in accordance with generally accepted accounting principles
         consistently applied.

                  (c) As soon as available and in any event within forty-five
         (45) days after the end of each fiscal quarter of the Company,
         unaudited consolidated balance sheets of the Company and its
         Subsidiaries as of the end of such quarter and unaudited consolidated
         statements of income and retained earnings and of changes in financial
         position of the Company and its Subsidiaries for the period ending with
         such quarter, setting forth in each case in comparative form the
         corresponding figures for the corresponding period of the prior fiscal
         year, all in reasonable detail and duly certified (subject to year-end
         audit adjustments none of which shall be material, individually or in
         the aggregate) by the chief financial officer on behalf of the Company
         as having been prepared in accordance with generally accepted
         accounting principles consistently applied.

                  (d) At the time of delivery of each annual statement, a
         certificate, executed by the Company's Auditors (but only if they will
         provide such a certificate without any additional fee beyond their
         normal audit charges; otherwise, such certificate will be provided on
         behalf of the Company by the Company's chief financial officer) stating
         that they have caused Sections 5.01(a) (insofar as it relates to
         payment of federal and state income taxes), 5.02(b), (c), (e), (f),
         (g), (h) and (j) hereof to be reviewed and have no knowledge of any
         default by the Company or any Subsidiary in the performance or
         observance of any of the provisions of this Agreement or the Purchased
         Shares or, if such Company's Auditors have such knowledge, specifying
         such default and the nature thereof;

                  (e) Promptly after receipt, a copy of any written report
         submitted to the Company by the Company's Auditors in connection with
         an annual or interim audit of the books of the Company and its
         Subsidiaries made by such Auditors;

                  (f) Promptly after the commencement thereof, notice of all
         actions, suits and proceedings before any court or governmental
         department, commission, board, bureau, agency or instrumentality,
         domestic or foreign, materially affecting the Company and the
         Subsidiaries when considered as a whole of the type described in
         Section 4.04 hereof;

                  (g) Prior to the commencement of each fiscal year of the
         Company, a copy of the business plan (including development, operating
         and strategic plans and objectives) and month by month budget for the
         upcoming fiscal year (the "Annual Plan");

                  (h) Promptly after sending, making available, or filing the
         same, all reports and financial statements that the Company or any
         Subsidiary sends or makes available to the stockholders of the Company
         or the Securities and Exchange Commission; and

                  (i) All other information respecting the business, properties
         or the condition or operations, financial or otherwise, of the Company
         or any of its Subsidiaries that any Purchaser may from time to time
         reasonably request.

         5.04 Confidentiality. Any confidential information obtained by any
holder of the Purchased Shares or Conversion Shares pursuant to this Agreement
shall be treated as confidential and shall not be


                                      -18-
<PAGE>   19
disclosed to a third party without the prior written consent of the Company,
except that any Purchaser may disclose such information to its officers,
directors, shareholders and/or partners, and except further that such
information shall not be deemed confidential for the purpose of enforcement of
this Agreement or valuation of the Purchased Shares or Conversion Shares and
said information shall not be deemed confidential after it becomes publicly
known through no fault of the recipient.

         5.05 Reserve for Conversion Shares. The Company shall at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock, for the purpose of effecting the conversion of the Purchased Shares and
otherwise complying with the terms of this Agreement, such number of its duly
authorized shares of Common Stock as shall be sufficient to effect the
conversion of the Purchased Shares from time to time outstanding or otherwise to
comply with the terms of this Agreement. If at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to effect the
conversion of the Purchased Shares or otherwise to comply with the terms of this
Agreement, the Company will forthwith take such corporate action as may be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purposes. The Company will
obtain any authorization, consent, approval or other action by or make any
filing with any court or administrative body that may be required under
applicable state securities laws in connection with the issuance of shares of
Common Stock upon conversion of the Purchased Shares.

                                   ARTICLE VI

                                  MISCELLANEOUS

         6.01 No Waiver; Cumulative Remedies. No failure or delay on the part of
any Purchaser, or any other holder of the Purchased Shares or Conversion Shares
in exercising any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

         6.02 Amendments, Waivers and Consents. Changes in or additions to this
Agreement may be made, and compliance with any covenant or provision herein or
therein set forth may be omitted or waived, if the Company shall obtain consent
thereto in writing from Persons holding an aggregate of at least sixty (60%)
percent of the issued and outstanding and issuable Conversion Shares (treating
for this purpose all Purchased Shares as if converted to Conversion Shares) and
shall, in each such case, deliver copies of such consent in writing to any
holders who did not execute the same; provided, however, that no such consent
shall be effective to reduce the percentage of the consent of the holders of the
Conversion Shares which is required under this Section nor to affect or alter
CRV or BVP's rights under Section 5.01(i) and 5.03 hereof without their consent
(so long as they hold any Purchased Shares and/or Conversion Shares). Any waiver
or consent may be given subject to satisfaction of conditions stated therein and
any waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.

         6.03 Management Compensation. The Company will not grant increases in
the compensation of any officer or other member of senior management or issue
any stock options without authorization by the Board of Directors.



                                      -19-
<PAGE>   20
         6.04 Addresses for Notices, etc. All notices, requests, demands and
other communications provided for hereunder shall be in writing (including
telegraphic communication) and sent by registered or certified mail (return
receipt requested), by Federal Express, DHL or other guaranteed overnight
delivery service, or by telex or telegraph, or by facsimile transmission or
delivered to the applicable party at the addresses indicated below:

         If to the Company:            net.Genesis Corp.
                                       215 First Street
                                       Cambridge, MA 02142
                                       Attention: Larry Bohn, President

         With a Copy to:               Foley, Hoag & Eliot LLP
                                       One Post Office Square
                                       Boston, MA 02109
                                       Attention: John D. Patterson, Jr., Esq.

         If to the Purchasers:         at the addresses set forth under their
                                       respective names on Exhibit 2.01A hereto.

         If to any other holder
         of the Purchased Shares
         or Converted Shares:          at such holder's address for notice as
                                       set forth in the register maintained by
                                       the Company;

or, as to each of the foregoing, at such other address as shall be designated by
such Person in a written notice to the other party complying as to delivery with
the terms of this Section.

All notices, requests, consents and other communications hereunder shall be
deemed to have been received (i) if by hand, at the time of the delivery thereof
to the receiving party at the address of such party set forth above or as so
designated, (ii) if made by telex, telecopy or facsimile transmission, at the
time that receipt thereof has been acknowledged by electronic confirmation or
otherwise, (iii) if sent by overnight courier, on the next business day
following the day such notice is delivered to the courier service, or (iv) if
sent by registered or certified mail, on the fifth business day following the
day such mailing is made.

         6.04 Costs, Expenses and Taxes. The Company agrees to pay at each
Closing the reasonable fees and out-of-pocket expenses of (i) Purchasers'
Special Counsel in preparing and documenting this Agreement and the agreements
referred to herein and (ii) legal counsel, independent public accountants and
other outside experts reasonably retained by the Purchasers in connection with
the amendment or enforcement of this agreement, the Purchased Shares, the
Conversion Shares and other instruments and documents to be delivered hereunder
or thereunder. In addition, the Company shall pay any and all stamp and other
taxes payable or determined to be payable in connection with the execution and
delivery of this Agreement, the Purchased Shares, the Conversion Shares and
other instruments and documents to be delivered hereunder or thereunder and
agrees to save the Purchasers harmless from and against any and all liabilities
with respect to or resulting from any delay in paying or omission to pay such
taxes and filing fees.

         6.05 Binding Effect; Assignment. This Agreement shall be binding upon
and inure to the benefit of the Company and the Purchasers and their respective
successors and assigns, except that the


                                      -20-
<PAGE>   21
Company shall not have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Purchasers obtained in
accordance with Section 6.02 hereof and the rights and interests of the
Purchasers shall be assignable without the consent of the Company to any
assignee.

         6.06 Survival of Covenants, Representations and Warranties. All
covenants, representations and warranties made in this Agreement, the Purchased
Shares, or any other instrument or document delivered in connection herewith or
therewith, shall survive the execution and delivery hereof or thereof, provided
that such representations and warranties shall survive for a period of three (3)
years after the date hereof.

         6.07 Prior Agreements. This Agreement constitutes the entire agreement
between the parties and supersedes any prior understandings or agreements
concerning the subject matter hereof.

         6.08 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the substantive laws of The Commonwealth of Massachusetts
(without regard to conflict of laws provisions).

         6.09 Headings. Article, section and subsection headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.

         6.10 Sealed Instrument. This Agreement is executed as an instrument
under seal.

         6.11 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.

         6.12 Further Assurances. From and after the date of this Agreement,
upon the reasonable request of the Purchasers, the Company and each Subsidiary
shall execute and deliver such instruments, documents and other writings as may
be necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement and the Purchased Shares.

         6.13 Adjustment to Stock. Any reference in this Agreement to a
particular number of shares of the Company's Common Stock or Preferred Stock, of
any class or series, shall be automatically adjusted to account for a stock
dividend, stock split or in connection with a combination of shares,
recapitalization, merger or consolidation or reorganization of the Company.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                         COMPANY:

ATTEST:                                  NET.GENESIS CORP.


By:/s/ John Delea                        By:/s/ Larry Bohn
   ---------------------------              ---------------------------
Name:  John Delea                        Name: Larry Bohn
Title:  Secretary                        Title:  President








                                      -21-
<PAGE>   22
             Series D Convertible Preferred Stock Purchase Agreement
                          *Counterpart Signature Page*




                        (see counterpart signature pages)





                                INVESTORS:

                                CHARLES RIVER PARTNERSHIP VII

                                By:/s/ Ted Dintersmith
                                   ---------------------------------------------
                                   Name:
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------

                                BESSEMER VENTURE PARTNERS IV L.P.

                                By: Deer IV & Co. L.L.C.,
                                      General Partner

                                    By:/s/ Robert Buescher
                                       -----------------------------------------
                                        Robert A. Buescher, Manager


                                BVP IV SPECIAL SITUATIONS L.P.

                                By: Deer IV & Co. L.L.C.,
                                      General Partner

                                    By:/s/ Robert Buescher
                                       -----------------------------------------
                                        Robert A. Buescher, Manager

                                /s/ Robert Buescher
                                ------------------------------------------------
                                Robert A. Buescher

                                /s/ Robert Buescher
                                ------------------------------------------------
                                Robert A. Buescher, attorney-in-fact signing for
                                those designated below by the "*" notation

                                *
                                ------------------------------------------------
                                  William T. Burgin
<PAGE>   23
             Series D Convertible Preferred Stock Purchase Agreement
                          *Counterpart Signature Page*


                                BRIMSTONE ISLAND CO. L.P.

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

                                *
                                ------------------------------------------------
                                  Neill H. Brownstein

                                *
                                ------------------------------------------------
                                  G. Felda Hardymon

                                *
                                ------------------------------------------------
                                  Christopher Gabrieli


                                GABRIELI FAMILY FOUNDATION


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

                                *
                                ------------------------------------------------
                                  Michael I. Barach

                                *
                                ------------------------------------------------
                                  David J. Cowan

                                *
                                ------------------------------------------------
                                  Diane N. McPartlin

                                *
                                ------------------------------------------------
                                  Ravi B. Mhatre

                                *
                                ------------------------------------------------
                                  Gautam A. Prakash

                                *
                                ------------------------------------------------
                                  Robi L. Soni

                                *
                                ------------------------------------------------
                                  Joanna A. Strober
<PAGE>   24
             Series D Convertible Preferred Stock Purchase Agreement
                          *Counterpart Signature Page*


                                *
                                ------------------------------------------------
                                  Rodney A. Cohen

                                *
                                ------------------------------------------------
                                  Richard R. Davis

                                *
                                ------------------------------------------------
                                  Adam P. Godfrey

                                *
                                ------------------------------------------------
                                  Barbara M. Henagan

                                BELISARIUS CORPORATION

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

                                *
                                ------------------------------------------------
                                  Robert J.S. Roriston

                                *
                                ------------------------------------------------
                                  Thomas F. Rhum


                                QUENTIN CORPORATION

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

                                HAMBRECHT & QUIST

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

                                BAYVIEW INVESTORS

                                By: illegible
                                   ---------------------------------------------
                                   Name:
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------
<PAGE>   25
             Series D Convertible Preferred Stock Purchase Agreement
                          *Counterpart Signature Page*


                                ONELIBERTY FUND IV

                                By: OneLiberty Partners IV LLC

                                    By:/s/ Stephen J. Ricci
                                       -----------------------------------------
                                        Stephen J. Ricci, Manager


                                ONELIBERTY ADVISORS IV LP

                                By: OneLiberty Partners IV LLC

                                    By:/s/ Stephen J. Ricci
                                       -----------------------------------------
                                        Stephen J. Ricci, Manager


                                illegible
                                ------------------------------------------------
                                Chris Paul


                                illegible
                                ------------------------------------------------
                                Sean M. O'Sullivan


                                /s/ Katherine R. Kirk
                                ------------------------------------------------
                                Kathy Kirk





                                      -25-