<PAGE>





                               INTERPACKET GROUP, INC.


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               SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

                                  NOVEMBER 12, 1999

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<PAGE>



                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 PAGE
<S>                                                                              <C>

SECTION 1  AUTHORIZATION AND SALE OF PREFERRED STOCK . . . . . . . . . . . . . . . .1
     1.1   Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.2   Sale of Series A Preferred. . . . . . . . . . . . . . . . . . . . . . . .1

SECTION 2  CLOSING DATE; DELIVERY. . . . . . . . . . . . . . . . . . . . . . . . . .1
     2.1   Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     2.2   Delivery. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

SECTION 3  REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . . . . . . . .2
     3.1   Organization and Standing; Certificate and Bylaws . . . . . . . . . . . .2
     3.2   Corporate Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     3.3   Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     3.4   Authorization; No Breach. . . . . . . . . . . . . . . . . . . . . . . . .3
     3.5   Equity Investments; Subsidiaries. . . . . . . . . . . . . . . . . . . . .4
     3.6   Ownership of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     3.7   Material Contracts and Other Commitments. . . . . . . . . . . . . . . . .5
     3.8   Tax Returns and Audits. . . . . . . . . . . . . . . . . . . . . . . . . .5
     3.9   Litigation, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     3.10  Title to Properties; Liens and Encumbrances . . . . . . . . . . . . . . .6
     3.11  Licenses, Trademarks, Patents and Other Rights. . . . . . . . . . . . . .6
     3.12  Compliance with Laws and Other Instruments. . . . . . . . . . . . . . . .7
     3.13  Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     3.14  Offering. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     3.15  Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . .7
     3.16  Absence of Certain Changes or Events. . . . . . . . . . . . . . . . . . .8
     3.17  ERISA; Labor Matters. . . . . . . . . . . . . . . . . . . . . . . . . . .9
     3.18  Year 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     3.19  Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     3.20  Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     3.21  Brokers or Finders. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     3.22  Suppliers and Customers . . . . . . . . . . . . . . . . . . . . . . . . 11
     3.23  Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 4  REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. . . . . . . . . . . . 12
     4.1   Accredited Investor . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     4.2   Experience. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     4.3   Economic Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     4.4   Investment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     4.5   Execution, Delivery and Performance . . . . . . . . . . . . . . . . . . 12
     4.6   Rule 144. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     4.7   No Public Market. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>


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<TABLE>

<S>                                                                             <C>
     4.8   Access to Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     4.9   Brokers or Finders. . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 5  CONDITIONS TO CLOSING OF PURCHASERS . . . . . . . . . . . . . . . . . . 13
     5.1   Representations and Warranties Correct; No Material Adverse
           Change. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     5.2   Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     5.3   Compliance Certificate. . . . . . . . . . . . . . . . . . . . . . . . . 14
     5.4   Opinion of Company's Counsel. . . . . . . . . . . . . . . . . . . . . . 14
     5.5   Investor Rights Agreement . . . . . . . . . . . . . . . . . . . . . . . 14
     5.6   Letter Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     5.7   Governmental Authorizations, etc. . . . . . . . . . . . . . . . . . . . 14
     5.8   Proceedings and Documents . . . . . . . . . . . . . . . . . . . . . . . 15
     5.9   Due Diligence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     5.10  Approval of Investment Committee. . . . . . . . . . . . . . . . . . . . 15
     5.11  Voting Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     5.12  Co-Sale First Amendment.. . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 6  CONDITIONS TO CLOSING OF THE COMPANY. . . . . . . . . . . . . . . . . . 15
     6.1   Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     6.2   Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     6.3   Blue Sky. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     6.4   Transaction Documents . . . . . . . . . . . . . . . . . . . . . . . . . 16
     6.5   Governmental Authorizations, etc. . . . . . . . . . . . . . . . . . . . 16
     6.6   Proceedings and Documents . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 7  COVENANTS OF THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . 16
     7.1   Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . 16
     7.2   Inspection; Additional Information. . . . . . . . . . . . . . . . . . . 17
     7.3   Confidential Treatment of Information . . . . . . . . . . . . . . . . . 17
     7.4   Keeping of Records and Books of Account . . . . . . . . . . . . . . . . 17
     7.5   Life Insurance on Senior Management . . . . . . . . . . . . . . . . . . 18
     7.6   Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
     7.7   Preservation of Existence; Amendment of Certificate and Bylaws. . . . . 18
     7.8   Compliance with Laws. . . . . . . . . . . . . . . . . . . . . . . . . . 19
     7.9   Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     7.10  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     7.11  Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     7.12  Merger; Sales of Assets, etc. . . . . . . . . . . . . . . . . . . . . . 19
     7.13  Limitation on Affiliate Transactions. . . . . . . . . . . . . . . . . . 20
     7.14  Limitation on Dividends . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>


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<TABLE>
<S>                                                                               <C>
     7.15  Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
     7.16  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
     7.17  Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . 22
     7.18  Enforcement of Voting Agreement . . . . . . . . . . . . . . . . . . . . 22
     7.19  Resignation of Peter Zimble . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 8  RESTRICTIONS ON TRANSFERABILITY OF SECURITIES; COMPLIANCE WITH
           SECURITIES ACT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
     8.1   Restrictions on Transferability . . . . . . . . . . . . . . . . . . . . 23
     8.2   Restrictive Legends . . . . . . . . . . . . . . . . . . . . . . . . . . 23
     8.3   Notice of Proposed Transfers. . . . . . . . . . . . . . . . . . . . . . 24

SECTION 9  INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     9.1   General Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 24
     9.2   Indemnification Principles. . . . . . . . . . . . . . . . . . . . . . . 25
     9.3   Claim Notice; Right to Defend . . . . . . . . . . . . . . . . . . . . . 25
     9.4   Survival of Representations and Warranties. . . . . . . . . . . . . . . 26

SECTION 10 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     10.1  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     10.2  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     10.3  Other Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     10.4  Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     10.5  Nouns and Pronouns. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     10.6  Exchanges; Lost, Stolen or Mutilated Certificates . . . . . . . . . . . 28
     10.7  Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . 28
     10.8  Entire Agreement; Amendment . . . . . . . . . . . . . . . . . . . . . . 28
     10.9  Notices, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
     10.10 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
     10.11 Descriptive Headings. . . . . . . . . . . . . . . . . . . . . . . . . . 29
     10.12 Facsimile Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . 29
     10.13 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

                                       EXHIBITS

     A     -   Schedule of Purchasers
     B     -   Restated Certificate of Incorporation
     C     -   Schedule of Exceptions
     D     -   Opinion of Riordan & McKinzie
     E     -   Investor Rights Agreement
     F(1)  -   Consultant Letter
     F(2)  -   Confidentiality Letter
     F(3)  -   Board Letter
     F(4)  -   Online Services Sideletter Agreement
     G     -   Voting Agreement
     H     -   Co-Sale First Amendment
</TABLE>

                                   -iii-

<PAGE>


                               INTERPACKET GROUP, INC.

               SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT


     THIS SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this
"Agreement") is made as of November 12, 1999 by and among InterPacket Group,
Inc., a Delaware corporation (the "Company"), and each of the entities listed on
the Schedule of Purchasers attached hereto as EXHIBIT A (each a "Purchaser" and,
collectively, the "Purchasers").


                                      SECTION 1
                      AUTHORIZATION AND SALE OF PREFERRED STOCK

     1.1   AUTHORIZATION.  The Company has authorized the sale and issuance
hereunder of up to 3,000,000 shares of its Series A Convertible Preferred Stock
(the "Series A Preferred"), having the rights, privileges and preferences as set
forth in the Restated Certificate of Incorporation (the "Certificate") in the
form attached to this Agreement as EXHIBIT B.

     1.2   SALE OF SERIES A PREFERRED.  Subject to the terms and conditions
hereof, each of the Purchasers, severally and not jointly, agrees to purchase
from the Company, and the Company agrees to issue and sell to each Purchaser,
the number of shares of Series A Preferred set forth opposite such Purchaser's
name on the Schedule of Purchasers, at a purchase price of $5.00 per share, for
an aggregate purchase price for each Purchaser as indicated thereon.  The shares
of Series A Preferred sold to the Purchasers pursuant to this Agreement are
referred to as the "Shares."


                                      SECTION 2
                                CLOSING DATE; DELIVERY

     2.1   CLOSING DATE.  The closing of the purchase and sale of the Shares
hereunder (the "Closing") shall be held at the offices of Riordan & McKinzie,
300 South Grand Avenue, Los Angeles, California 90071, at 9:00 a.m. (Los Angeles
time), on November 12, 1999, or at such other time and place upon which the
Company and Pequot Private Equity Fund II, L.P. ("Pequot") shall agree (the date
of the Closing is hereinafter referred to as the "Closing Date").

     2.2   DELIVERY.  At the Closing, the Company will deliver to each Purchaser
a certificate or certificates, registered in such Purchaser's name, representing
the number of Shares set forth opposite such Purchaser's name on EXHIBIT A
against payment by


                                   1

<PAGE>

such Purchaser of the purchase price therefor as set forth on EXHIBIT A by
wire transfer of immediately available funds per the Company's instructions.


                                      SECTION 3
               REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except as set forth on the Schedule of Exceptions attached hereto as
EXHIBIT C (the "Schedule of Exceptions"), the Company represents and warrants to
each Purchaser as follows:

     3.1   ORGANIZATION AND STANDING; CERTIFICATE AND BYLAWS.  Each of the
Company and its subsidiaries (the "Subsidiaries") is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization.  Each of the Company and the Subsidiaries has all
requisite corporate power and authority to own and operate its properties and
assets, and to carry on its business as presently conducted and as proposed to
be conducted.  Each of the Company and the Subsidiaries is qualified and
authorized to do business and is in good standing as a foreign corporation in
each jurisdiction where the failure to be so qualified would have a material
adverse effect on the Company's and the Subsidiaries' business, properties,
prospects or condition (financial or otherwise), taken as a whole (a "Material
Adverse Effect").  The Company has furnished to legal counsel to the Purchasers
copies of its Certificate and Bylaws, as amended to date, and of the
organizational documents of each Subsidiary.  Said copies are true, correct and
complete and contain all amendments through the date hereof.

     3.2   CORPORATE POWER.  The Company has all requisite corporate power and
authority to execute and deliver this Agreement and (i) the Investor Rights
Agreement, (ii) the Board Letter, (iii) the Confidentiality Letter, (iv) the
Online Services Sideletter Agreement, (v) the Consultant Letter, (vi) the Voting
Agreement and (vii) the Co-Sale First Amendment ((i) through (vii), each as
defined herein and collectively, the "Transaction Documents"), to sell and issue
the Shares hereunder, to issue the Common Stock issuable upon conversion of the
Shares (the "Conversion Stock"), and to carry out and perform its obligations
under the terms of this Agreement (including the filing of the Certificate with
the Delaware Secretary of State), the Transaction Documents and the Right of
First Refusal and Co-Sale Agreement dated as of April 1, 1998 (the "Co-Sale
Agreement") among the Company, the Founders (as defined therein), Joseph T.
Arsenio II and Delaware Charter Guarantee & Trust Company TTEE FBO: Joseph T.
Arsenio II.

     3.3   CAPITALIZATION.

           (a) The authorized capital stock of the Company consists of
50,000,000 shares of common stock, $.001 par value (the "Common Stock"), of
which 12,123,232 shares are outstanding, and 3,000,000 shares of preferred
stock, $.001 par value, all of which have been designated Series A Convertible
Preferred Stock, and none of which

                                   2

<PAGE>


are issued and outstanding immediately prior to the Closing.  Immediately
after the Closing, there will be 12,123,232 shares of Common Stock and
3,000,000 shares of Series A Preferred issued and outstanding.  The Company
has reserved 3,000,000 shares of Common Stock for issuance upon conversion of
the Shares.  The Company has reserved up to 3,100,000 shares of Common Stock
for issuance to officers, employees, directors, consultants or advisors
pursuant to existing stock option plans that have been approved by the
Company's Board of Directors.  The Series A Preferred has the rights,
preferences, privileges and restrictions set forth in the Certificate. All of
the issued and outstanding shares of Common Stock are validly issued, fully
paid and nonassessable and free and clear of all Encumbrances (as defined
herein).  Schedule 3.3 contains a list of all holders of capital stock of the
Company and each Subsidiary and options, warrants, rights to purchase such
capital stock that will be outstanding immediately before and immediately
after the Closing, in each case, including the number of shares of capital
stock held by each such holder.  Except as set forth on Schedule 3.3, no
class of capital stock of the Company or any Subsidiary is entitled to
preemptive rights.  Except as set forth on Schedule 3.3, there are no
outstanding options, warrants, subscription rights, calls or commitments of
any character whatsoever relating to, or securities or rights convertible
into, shares of any class of capital stock of the Company or any Subsidiary,
and there are no Contracts (as defined herein), by which the Company or any
Subsidiary is or may become bound to issue additional shares of its capital
stock or options, warrants or other rights to purchase or acquire any shares
of its capital stock.  Except as set forth on Schedule 3.3, the number of
shares of capital stock issuable in connection with securities described in
the immediately preceding sentence is not subject to adjustment by reason of
the issuance of the Shares hereunder or the issuance of shares of Common
Stock upon conversion of such Shares.  Except as set forth on Schedule 3.3,
neither the Company nor any Subsidiary has declared or paid any dividend or
made any other distribution of cash, stock or other property with respect to
its capital stock to its stockholders.  Except as set forth on Schedule 3.3
or as contemplated by this Agreement, the Transaction Documents or the
Certificate or except for the right to vote its shares of Common Stock for
the election of directors, no person has the right to nominate or elect one
or more directors of the Company.

           (b) On a fully diluted basis, after giving effect to the conversion,
exchange or exercise of all options, warrants and other securities convertible,
exercisable or exchangeable into shares of capital stock of the Company that
will be outstanding immediately after the Closing, the shares of Common Stock
issuable upon the conversion of the Shares held by each Purchaser shall
represent the percentage set forth opposite such Purchaser's name on EXHIBIT A
hereto of the outstanding fully diluted shares of Common Stock immediately after
the Closing.

     3.4   AUTHORIZATION; NO BREACH.  The execution, delivery and performance of
this Agreement and of each Transaction Document, and the consummation of all
transactions contemplated hereby or thereby, including but not limited to the
filing of the Certificate with the Delaware Secretary of State and the offering,
sale and issuance of the Shares pursuant to this Agreement, have been duly
authorized by all required corporate actions of the Company, its directors and
its stockholders.  This Agreement, the Transaction

                                   3

<PAGE>


Documents and the Co-Sale Agreement, as amended by the Co-Sale First
Amendment, constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms,
except as the indemnification provisions of Section 1.7 of the Investor
Rights Agreement may be limited by principles of public policy, and subject
to laws of general application relating to bankruptcy, insolvency,
reorganization, moratorium and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable
remedies.  Except as set forth on Schedule 3.4, the execution and delivery by
the Company of this Agreement and the Transaction Documents and the
consummation of the transactions contemplated hereby, thereby and under the
Co-Sale Agreement, as amended by the Co-Sale First Amendment, including but
not limited to the sale and issuance of the Shares pursuant to this
Agreement, do not and will not (with or without due notice, lapse of time, or
both), (i) conflict with or result in a breach of the terms, conditions or
provisions of, (ii) constitute a default under, (iii) result in the creation
of any Encumbrance upon the Company's capital stock or assets pursuant to,
(iv) give any third party the right to accelerate any obligation under, (v)
result in a violation of or (vi) require any authorization, consent,
qualification, approval, exemption, filing or other action by or notice to
any court or administrative or governmental body (other than post-closing
filings in connection with certain state and federal securities laws, which
filings will be made in a timely basis) pursuant to, (A) the Certificate or
Bylaws of the Company, or any U.S. or, to the Company's actual knowledge,
foreign law, statute, rule, regulation, instrument, order, judgment or decree
to which the Company or any of its properties is subject, or (B) any contract
to which the Company is a party or any of its property is subject.

     3.5   EQUITY INVESTMENTS; SUBSIDIARIES.  Except as set forth on
Schedule 3.5, the Company has never had, nor does it presently have, any
subsidiaries, nor has it owned, nor does it presently own, whether directly or
indirectly owned, any capital stock or other proprietary interest, directly or
indirectly, in any corporation, association, trust, partnership, joint venture
or other entity.  All of the outstanding shares of each class of capital stock
of the Subsidiaries (a) are owned beneficially and of record by the Company free
and clear of any Encumbrances (other than restrictions arising from applicable
securities laws or under this Agreement), (b) constitute 100% of the issued and
outstanding shares of capital stock of each Subsidiary and (c) have been validly
issued and are fully paid and non-assessable.

     3.6   OWNERSHIP OF SHARES.  Upon issuance and delivery of the Shares (and
the Conversion Stock upon conversion thereof pursuant to the terms of the
Certificate) to each Purchaser pursuant to this Agreement against payment of the
consideration therefor, such Shares and Conversion Stock will be duly and
validly issued, fully paid and nonassessable, free and clear of all
Encumbrances, other than (i) restrictions arising from applicable securities
laws (or restrictions on transfer set forth herein or in the Investment Rights
Agreement), and (ii) any Encumbrances created by or through such Purchaser.  The
delivery of the Shares to each Purchaser at the Closing and the delivery of the
Conversion Stock upon conversion of the Shares will transfer good and valid
title to, and beneficial ownership of, such Shares and the Conversion Stock,
other than as a result of any Encumbrances described in clauses (i) and


                                   4

<PAGE>

(ii) of the preceding sentence.  Except as set forth on Schedule 3.6, the
issuance and sale of the Shares pursuant hereto (and the issuance of the
Conversion Stock pursuant to the Certificate upon the conversion of the
Shares) will not give rise to any preemptive rights or rights of first
refusal.

     3.7   MATERIAL CONTRACTS AND OTHER COMMITMENTS.  Neither the Company nor
any of the Subsidiaries is a party to, nor is the Company or any of the
Subsidiaries or any of their respective assets bound or affected by, any
contract, agreement, lease or other commitment, written or oral, absolute or
contingent, other than (i) contracts listed in Schedule 3.7, accurate and
complete copies of which have been delivered to counsel to the Purchasers, and
(ii) contracts which do not involve commitments by any party thereto in excess
of $250,000 in value (collectively, the "Contracts").  As to the Company or any
of the Subsidiaries, as the case may be, each of such Contracts is, as of the
date hereof, and immediately after the Closing will be, legal, valid, binding
and in full force and effect and enforceable in all material respects in
accordance with its terms.  There is no breach, violation or default by the
Company or any of the Subsidiaries (or, to the knowledge of the Company, any
other party) under any such Contract or any other contract to which the Company
or any Subsidiary is a party or any of their respective assets are bound or
affected by and no event (including, without limitation, the consummation of the
transactions contemplated by this Agreement) which, with notice or lapse of time
or both, would (A) constitute a breach, violation or default by the Company or
any of the Subsidiaries (or, to the best knowledge of the Company, any other
party) under any such Contract or other contract or (B) give rise to any lien or
right of termination, modification, cancellation, prepayment, suspension,
limitation, revocation or acceleration against the Company or any of the
Subsidiaries under any such Contract or other contract, except for any such
breach, violation, default or event that would not have a Material Adverse
Effect.  Except as set forth on Schedule 3.7, none of the Company, the
Subsidiaries nor, to the knowledge of the Company, any other party to any of
such Contracts (i) is in arrears in respect of the performance or satisfaction
of any of the material terms and conditions on its part to be performed or
satisfied under any of such Contracts or (ii) has granted or has been granted
any intentional waiver or indulgence of any material term or condition under any
of such Contracts or has repudiated any material provision thereof.

     3.8   TAX RETURNS AND AUDITS.  Each of the Company and the Subsidiaries has
filed (or caused to be filed), or has obtained an extension for, all U.S.
federal, state, local  and, to the Company's actual knowledge, foreign tax
returns required to be filed by it other than those tax returns the failure of
which to file would not have a Material Adverse Effect, and has paid all taxes
due and payable by it, if any, except for taxes that are being contested in good
faith by appropriate proceedings, or taxes the failure of which to pay would not
have a Material Adverse Effect.  Such returns were true and correct in all
material respects when filed.  No federal or state tax returns of the Company or
the Subsidiaries have been audited and no controversy with respect to U.S.
federal, state, local or, to the Company's actual knowledge, foreign taxes of
any type is pending, or to the Company's actual knowledge, is threatened.  The
Company has withheld or collected in all material respects from each

                                   5

<PAGE>


payment made to each of its employees, the amount of all taxes required to be
withheld or collected therefrom, and has paid the same to the proper tax
receiving officers or proper depositaries.

     3.9   LITIGATION, ETC.  There are no civil, criminal or administrative
actions, suits, proceedings or investigations at law or in equity by or before
any U.S. or, to the Company's actual knowledge, foreign court, arbitrator or
similar panel, governmental instrumentality or other agency pending or, to the
Company's actual knowledge, threatened, or to its knowledge, claims asserted (or
any basis therefor or threat thereof), to which the Company or a Subsidiary is a
party or its property is subject and which could reasonably be expected to have
a Material Adverse Effect, and none which questions the validity of this
Agreement, the Transaction Documents, the Co-Sale Agreement, as amended by the
Co-Sale First Amendment, or the Certificate or any action taken or to be taken
in connection herewith or therewith.  Neither the Company nor any of the
Subsidiaries is subject to any order, writ, injunction or decree of any court of
any U.S. federal, state, municipal or other domestic or, to the Company's actual
knowledge, foreign governmental department, commission, board, bureau, agency or
instrumentality.

     3.10  TITLE TO PROPERTIES; LIENS AND ENCUMBRANCES.  Each of the Company and
the Subsidiaries has good and marketable title to its properties and assets and,
with respect to the property and assets leased by either the Company or a
Subsidiary, holds valid leasehold interests therein, in each case to the extent
necessary to conduct its respective business as currently conducted in all
material respects, and in each case subject to no mortgage, pledge, lien,
security interest, conditional sale agreement, encumbrance or charge
("Encumbrances"), except (i) tax, materialmen's or like liens for obligations
not yet due or payable or being contested in good faith by appropriate
proceedings, or (ii) Encumbrances which materially impair the Company's or any
Subsidiary's use thereof or materially detract from the value of the Company and
the Subsidiaries, taken as a whole.

     3.11  LICENSES, TRADEMARKS, PATENTS AND OTHER RIGHTS.  The Company and each
Subsidiary holds all material U.S., and to the Company's actual knowledge,
foreign permits, licenses and other similar authority necessary for the conduct
of its business as currently conducted, and it is not in default in any material
respect under any of such permits, licences or other similar authority.  The
Company and each Subsidiary owns or has a right to use all material patents,
patent rights, copyrights, trademarks, trademark rights, servicemarks, trade
names, trade name rights and other proprietary rights ("Intellectual Property"),
if any, necessary to conduct its business as now being conducted, and, to the
Company's best knowledge, without conflict with or infringement upon any valid,
material rights of others, and the Company has not received any notice of
infringement upon or conflict with the asserted intellectual property rights of
others and has no reasonable basis to believe that it will do so in the
foreseeable future.  Except as set forth on Schedule 3.11, neither the Company
nor any Subsidiary has any patents, patent applications, registered trademarks
or trademark applications, and there are no licenses to or from the Company or
any Subsidiary with respect thereto.  To the Company's best knowledge, the
Company and each Subsidiary has the right to


                                   6


<PAGE>

use all material trade secrets, know-how and other technical data it is now
using to conduct its business (the "Proprietary Information") free and clear
of any Encumbrances or claims of others, and to the Company's best knowledge,
no other person has developed trade secrets, know-how or technical
information substantially similar or identical to those of the Company or the
Subsidiaries.  Reasonable security measures have been taken by the Company to
protect the secrecy, confidentiality and value of the Proprietary Information
and, to the extent deemed  appropriate by the Company, the Intellectual
Property.

     3.12  COMPLIANCE WITH LAWS AND OTHER INSTRUMENTS.  Neither the Company
nor any Subsidiary is in violation of (i) any provision of its respective
certificate or articles of incorporation, bylaws or other charter document,
(ii) any term or provision of any Contract to which it is a party, or (iii)
any U.S. federal, state, local or, to the Company's actual knowledge, foreign
law, rule or regulation (including the Foreign Corrupt Practices Act and any
law, rule or regulation relating to occupational health and safety and the
environment or the use, storage or disposal of hazardous materials)
applicable to the Company or its Subsidiaries, except where, in the case of
any violation described in clauses (ii) or (iii), such violation would not
have a Material Adverse Effect.

     3.13  REGISTRATION RIGHTS.  Upon the Closing, except as set forth in the
Investor Rights Agreement, no person has the right to cause the Company or
any Subsidiary to register under the Securities Act of 1933, as amended (the
"Securities Act") any of its securities or any of its securities which may
hereafter be issued.

     3.14  OFFERING. Subject to the accuracy of the Purchasers'
representations in Section 4 hereof, the offer, sale and issuance of the
Shares and the issuance of the Conversion Stock upon conversion of the
Shares, constitute transactions exempt from the registration requirements of
the Securities Act, and applicable state securities laws, and neither the
Company nor any authorized agent acting on its behalf has taken, or will take
any action hereafter, that could be reasonably expected to cause the loss of
such exemption.

     3.15  FINANCIAL STATEMENTS.

           (a) The Company has provided each Purchaser with (i) an audited
consolidated balance sheet as of December 31, 1998 and the related
consolidated statements of operations, stockholders' equity and cash flow of
the Company and its subsidiaries for the period then ended (the "Audited
Financial Statements") and (ii) an unaudited consolidated balance sheet as of
June 30, 1999 and the related consolidated statements of operations,
stockholders' equity and cash flow of the Company and its subsidiaries for
the period then ended (the "Unaudited Financial Statements").  The Audited
Financial Statements have been prepared from the books and records of the
Company in conformity with generally accepted accounting principles ("GAAP")
consistently applied, have been audited by Arthur Andersen LLP, the Company's
independent certified public accountants, and fairly present, in all material
respects, the financial position, results of operations and cash flows of the
Company and its subsidiaries at the dates and for the periods indicated.  The
Unaudited Financial


                                   7

<PAGE>

Statements have been prepared in accordance with GAAP (other than for
accompanying notes) on a basis consistent with the Audited Financial
Statements and fairly present, in all material respects, the financial
condition and results of operations of the Company and its subsidiaries as of
the dates and for the periods indicated, subject to normal year-end
adjustments.

     (b)   Except as set forth in Schedule 3.15(b), the Company and the
Subsidiaries, taken as a whole, do not have any liabilities, obligations or
commitments of any nature (whether accrued, absolute, contingent,
unliquidated or otherwise, whether known or unknown, whether due or to become
due and regardless of when addressed), except (i) liabilities, obligations or
commitments reflected in, reserved against or disclosed in the footnotes of
the Audited Financial Statements or the Unaudited Financial Statements, and
(ii) liabilities, obligations or commitments incurred since June 30, 1999 in
the ordinary course of the Company's and its Subsidiaries' business and
consistent with the Company's and its Subsidiaries' past practice, which,
individually or in the aggregate, do not have a Material Adverse Effect.

     (c)   The financial forecasts furnished by the Company to the
Purchasers, a copy of which is attached hereto as Schedule 3.15(c) (the
"Forecasts"), were prepared by the Company in good faith upon assumptions and
estimates that the Company believed to be reasonable, based upon the
information known by the Company at the time of their preparation.  The
Purchasers acknowledge and agree that (i) the Company is not making any
representation or warranty under this Section 3.15(c) that the actual future
operating results, financial condition or prospects of the Company and its
Subsidiaries will match or exceed those described in the Forecasts and (ii)
the actual future operating results, financial condition and prospects of the
Company and its Subsidiaries could be substantially worse than as described
in the Forecasts.

     3.16  ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except as set forth on
Schedule 3.16 or as contemplated by this Agreement, since June 30, 1999 each
of the Company and the Subsidiaries has conducted its business in the
ordinary course consistent with past practice and there has not been (a) any
change that has caused a Material Adverse Effect, nor has any event or change
occurred which could reasonably be expected to result in a Material Adverse
Effect, (b) any intentional waiver or cancellation of any valuable right of
the Company or any Subsidiary, or the cancellation of any material debt or
claim held by the Company or any Subsidiary, (c) any payment, discharge or
satisfaction of any material claim, liability or obligation of the Company or
any Subsidiary other than in the ordinary course of business, (d) any
material Encumbrance upon the assets of the Company or any Subsidiary that
would be prohibited by the terms of Section 7.11 hereof if it were to arise
after the Closing Date, (e) any declaration or payment of dividends on, or
other distribution with respect to, or any direct or indirect redemption or
acquisition of, any securities of the Company or any Subsidiary, (f) any
sale, assignment or transfer of any material, tangible or intangible assets
of the Company or any Subsidiary except in the ordinary course of business,
(g) any loan by the Company or any Subsidiary to any officer, director,
employee, consultant or stockholder of the Company or any Subsidiary (other
than advances to such persons in the case of travel,


                                   8

<PAGE>

entertainment or other similar advances in the ordinary course of business),
(h) any material increase, direct or indirect, in the compensation paid or
payable to any officer or director of the Company or any Subsidiary or, other
than in the ordinary course of business, to any other employee, consultant or
agent of the Company or any Subsidiary, (i) any material change in the
accounting methods, practices or policies of the Company or any Subsidiary,
(j) any indebtedness incurred for borrowed money by the Company or any
Subsidiary other than in the ordinary course of business, (k) to the
Company's knowledge, any change in the respective laws or regulations of the
country of incorporation of the Company or any Subsidiary that could
reasonably be expected to have a Material Adverse Effect, (l) any material
adverse change in the manner of business or operations of the Company or any
Subsidiary (including, without limitation, any accelerations or deferral of
the payment of any material accounts payable or other current, material
liabilities or deferral of the collection of any material accounts or notes
receivable), (m) any capital expenditures or commitments therefor by the
Company or any Subsidiary that aggregate in excess of $250,000 for any
twelve-month period, (n) any issuance of any stock, bonds or other securities
of the Company or any Subsidiary, (o) any amendment of the certificate of
incorporation, bylaws or other organizational documents of the Company or any
Subsidiary, or (n) any agreement or commitment (contingent or otherwise) by
the Company or any Subsidiary to do any of the foregoing.

     3.17  ERISA, LABOR MATTERS.

           (a) Schedule 3.17 hereto contains a true and complete list of
(i) each plan, program, policy, payroll practice, contract, agreement or other
arrangement, or commitment therefor, providing for compensation, severance,
termination pay, performance awards, stock or stock-related awards, fringe
benefits or other employee benefits of any kind, whether formal or informal,
funded or unfunded, written or oral, and whether or not legally binding, which
is sponsored, maintained, contributed to or required to be contributed to by the
Company or pursuant to which the Company has any liability, including, but not
limited to, any "employee benefit plan" within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (each,
a "Benefit Plan"); and (ii) each management, employment, bonus, option, equity
(or equity-related), severance, consulting, noncompetition, confidentiality or
similar agreement or contract (each, an "Employee Agreement"), pursuant to which
the Company has any liability between the Company and any current, former or
retired employee, officer, consultant, independent contractor, agent or director
of the Company (an "Employee").  The Company does not sponsor, maintain,
contribute to, nor is it required to contribute to, nor has the Company ever
sponsored, maintained, contributed to or been required to contribute to, or
incurred any liability to, (i) any "defined benefit plan" (as defined in ERISA
Section 3(35)); (ii) any "multiemployer plan" (as defined in ERISA
Section 3(37)) or (iii) any Benefit Plan which provides, or has any liability to
provide, life insurance or medical benefits to any Employee following his or her
retirement or termination of employment, except as required by Section 4980B of
the Internal Revenue Code of 1986, as amended (the "Code") or applicable state
law.


                                   9

<PAGE>

           (b) The Company has previously provided to the Purchasers current,
accurate and complete copies of (i) the plan document for each Benefit Plan
and the written agreement for each Employee Agreement, including all
amendments thereto, (ii) trust or other funding agreements relating thereto
(if any), (iii) the two most recent annual reports (Series 5500 and related
schedules) required under ERISA (if any), (iv) the most recent determination
letter (if any) received from the Internal Revenue Service, (v) the most
recent summary plan description (with all subsequent summaries of material
modifications) (if any), and (vi) all communications to any Employee or
Employees that materially alters the provisions of any Benefit Plan or
Employee Agreement.

           (c) Each Benefit Plan has been established and maintained in all
respects in accordance with its terms and in compliance with all applicable,
laws, statutes, orders, rules and regulations, including but not limited to
ERISA and the Code (including Section 414 thereof), except where the failure
to so establish and maintain such plan would not reasonably be expected to
have a Material Adverse Effect.

           (d) Except as provided in Schedule 3.17, the execution of, and
performance of the transactions contemplated in, this Agreement will not in
and of themselves (i) constitute an event under any Benefit Plan or Employee
Agreement that will or may result in any payment (whether of severance pay or
otherwise), acceleration, forgiveness of indebtedness, vesting, distribution,
increase in benefits or obligations to fund benefits with respect to any
Employee or (ii) result in a bonus or payment to any officer or director of
the Company.

           (e) For purposes of this Section 3.17, the term "Company" includes
any entity that is aggregated with the Company pursuant to Section 414 of the
Code or any regulations promulgated thereunder.

     3.18  YEAR 2000.  To the Company's best knowledge after reasonable
investigation, none of the computer software or computer hardware or similar
or related items of automated, computerized or software systems that are used
by the Company or any Subsidiary or sublicensed to the Company or any
Subsidiary in the conduct of its business will malfunction, will cease to
function, will generate incorrect dates or will produce incorrect results
when processing, providing or receiving (i) date-related data, in, from, into
and between 1999 and 2000 or (ii) date-related data in connection with any
valid date in 1999 and 2000, causing a Material Adverse Effect.  Any
reprogramming, updates or enhancements that the Company believes is necessary
to permit proper functioning, in and following the year 2000, of the
Company's and the Subsidiaries' systems, equipment and products and testing
of such systems and equipment and reprogramming will be completed by November
30, 1999.  To the Company's best knowledge after reasonable investigation,
the cost to the Company and the Subsidiaries of such reprogramming and
testing will not have a Material Adverse Effect.

     3.19  DISCLOSURE.  Neither this Agreement nor the Transaction Documents
contain any untrue statement of a material fact or omit to state a material
fact necessary in


                                   10

<PAGE>

order to make the statements contained herein and therein, in the light of
the circumstances under which they are made, not misleading.  To the
Company's knowledge, there is no fact which the Company has not disclosed to
the Purchasers which could reasonably be expected to result in a Material
Adverse Effect.

     3.20  CONSENTS.  Except as set forth on Schedule 3.20, no permit,
authorization, consent or approval of or by, or any notification of or filing
with, any person (governmental or private, foreign or domestic) is required
by the Company in connection with the execution, delivery and performance of
this Agreement or the Transaction Documents, the consummation by the Company
of the transactions contemplated hereby or thereby, or the issuance, sale or
delivery of the Shares or the shares issuable upon conversion of the Shares.

     3.21  BROKERS OR FINDERS.  Neither the Company nor any Subsidiary has
incurred or will incur, directly or indirectly, as a result of any agreement
entered into or action taken by the Company or any Subsidiary, any liability
for brokerage or finders' fees or agents' commissions or any similar charges
in connection with this Agreement.

     3.22  SUPPLIERS AND CUSTOMERS.  The Company does not have any knowledge
of any termination, cancellation or threatened termination or cancellation or
limitation of, or any material, adverse modification or change in, or
expression of material dissatisfaction with, the business relationship
between the Company or any Subsidiary and any supplier, customer, vendor,
customer or client, in each case, providing or purchasing materials or
services, as applicable, in an aggregate amount in excess of $75,000
individually, or $375,000 in the aggregate, on an annualized basis.  Attached
as Schedule 3.22 is a list of all service credits and discounts that the
Company and its Subsidiaries provided to their respective customers from
January 1, 1999 through the Closing Date.

     3.23  AFFILIATES.  Attached hereto on Schedule 3.23 is a list of all
affiliates  of the Company.  For purposes of this Section 3.23, a person is
an "affiliate" of the Company if that person controls, is controlled by, or
is under common control with, the Company.  Except as set forth on Schedule
3.23, no employee, officer, stockholder or director of the Company or member
of his or her immediate family is indebted to the Company, nor is the Company
indebted (or committed to make loans or extend or guarantee credit) to any of
them, other than (i) for payment of salary for services rendered, (ii)
reimbursement for expenses incurred on behalf of the Company, and (iii) for
other standard employee benefits made generally available to all employees
(including stock option agreements outstanding under any stock option plan
approved by the Board of Directors of the Company).  Except as set forth on
Schedule 3.23, to the best of the Company's knowledge, no employee, officer
or director has any direct or indirect ownership interest in any firm or
corporation with which the Company is affiliated or  with which the Company
has a business relationship, or any firm or corporation that competes with
the Company, except that employees, officers or directors of the Company and
members of their immediate families may own stock in publicly traded
companies that may compete with the Company.  Except as set forth on Schedule
3.23, to the best of the Company's

                                   11

<PAGE>


knowledge, no officer, stockholder, director or any member of their immediate
families is, directly or indirectly, interested in any Contract.


                                      SECTION 4
                   REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

     Each Purchaser hereby severally and not jointly represents and warrants
to the Company with respect to the purchase of the Shares as follows:

     4.1   ACCREDITED INVESTOR.  Such Purchaser is an "accredited investor"
as such term is defined in Rule 501(a) of Regulation D of the Securities Act
of 1933, as amended (the "Securities Act").

     4.2   EXPERIENCE.  Such Purchaser has substantial experience in
evaluating and investing in private placement transactions of securities in
companies similar to the Company so that it is capable of evaluating the
merits and risks of its investment in the Company and has the capacity to
protect its own interests.

     4.3   ECONOMIC RISK.  Such Purchaser understands that the purchase of
the Shares hereunder is a speculative investment which involves a high degree
of risk of loss of the Purchaser's investment therein.  Such Purchaser is
able to bear the economic risk of its investment in the Shares for an
indefinite period of time, including the risk of a complete loss of such
Purchaser's investment in such securities.

     4.4   INVESTMENT.  Such Purchaser is acquiring the Shares and the
Conversion Stock for investment for its own account, not as a nominee or
agent, and not with the view to, or for resale in connection with, any
distribution thereof.  Such Purchaser understands that the Shares to be
purchased and the Conversion Stock have not been, and, except as provided in
the Investor Rights Agreement, will not be, registered or qualified, as the
case may be, under the Securities Act or any applicable state securities laws
by reason of a specific exemption from the registration or qualification
provisions of the Securities Act or any applicable state securities laws, the
availability of which depends upon, among other things, the bona fide nature
of the investment intent and the accuracy of such Purchaser's representations
as expressed herein and, therefore, cannot be sold unless subsequently
registered or qualified, as the case may be, under the Securities Act or any
applicable state securities laws or an exemption from such registration or
qualification is available.

     4.5   EXECUTION, DELIVERY AND PERFORMANCE.  Such Purchaser has full
right, power and authority to execute and deliver this Agreement and the
Transaction Documents to which it is a party and to perform its obligations
hereunder and thereunder, and such execution and delivery has been duly
authorized by all required actions of such Purchaser.  At or before the
Closing, such Purchaser will execute and deliver to the Company the
Transaction Documents to which it is a party, and the Purchaser acknowledges
and agrees that the Shares


                                   12

<PAGE>

purchased will be subject to the terms and provisions of the Transaction
Documents, the Co-Sale Agreement, as amended by the Co-Sale First Amendment,
and the Company's Certificate and Bylaws.  This Agreement, the Transaction
Documents, when so executed and delivered by the Purchaser, and the Co-Sale
Agreement, as amended by the Co-Sale First Amendment, will constitute valid
and binding obligations of the Purchaser, enforceable against the Purchaser
in accordance with their respective terms, except as the indemnification
provisions of Section 1.7 of the Investor Rights Agreement may be limited by
principles of public policy, and subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable
remedies.  No consent, approval, authorization, order, filing, registration
or qualification of or with any court, governmental authority or third person
is required to be obtained by the Purchaser in connection with the execution
and delivery of this Agreement and the Transaction Documents or the
performance of the Purchaser's obligations hereunder, thereunder or under the
Co-Sale Agreement, as amended by the Co-Sale First Amendment.

     4.6   RULE 144.  Such Purchaser acknowledges that the Shares and the
Conversion Stock must be held indefinitely unless subsequently registered
under the Securities Act or unless an exemption from such registration is
available. Such Purchaser is aware of the provisions of Rule 144 promulgated
under the Securities Act ("Rule 144").

     4.7   NO PUBLIC MARKET.  Such Purchaser understands that no public
market now exists for any of the securities issued by the Company and that
the Company has made no assurances that a public market will ever exist for
the Company's securities.

     4.8   ACCESS TO DATA.  Such Purchaser acknowledges that it has had a
full opportunity to ask questions and receive answers concerning the Company
and the terms and conditions of the offering of the Shares and has had full
access to the Company's officers and such other information concerning the
Company as it has requested.

     4.9   BROKERS OR FINDERS.  Such Purchaser has not incurred and will not
incur, directly or indirectly, as a result of any action taken by such
Purchaser, any liability for brokerage or finders' fees or agents'
commissions or any similar charges in connection with this Agreement.

                                      SECTION 5
                         CONDITIONS TO CLOSING OF PURCHASERS


     The Purchasers' obligations to purchase the Shares at the Closing are
subject to the fulfillment on or prior to the Closing Date of the following
conditions:

     5.1   REPRESENTATIONS AND WARRANTIES CORRECT, NO MATERIAL ADVERSE
CHANGE. The representations and warranties made by the Company in Section 3
hereof shall be true and correct in all material respects as of the Closing
Date with the same force and

                                   13

<PAGE>

effect as if made on such date, and there shall not have been a change since
June 30, 1999 that could reasonably be expected to cause a Material Adverse
Effect.

     5.2   COVENANTS.  All covenants, agreements and conditions contained in
this Agreement to be performed by the Company on or prior to the Closing Date
shall have been performed or complied with in all material respects.

     5.3   COMPLIANCE CERTIFICATE.  The Company shall have delivered to the
Purchasers a certificate of the Company, executed by the Chief Executive
Officer of the Company, dated the Closing Date, and certifying as to the
fulfillment of the conditions specified in Sections 5.1 and 5.2 of this
Agreement.

     5.4   OPINION OF COMPANY'S COUNSEL.  The Purchasers shall have received
from Riordan & McKinzie an opinion addressed to the Purchasers, dated the
Closing Date, in substantially the form attached hereto as EXHIBIT D.

     5.5   INVESTOR RIGHTS AGREEMENT.  The Investor Rights Agreement in the
form of EXHIBIT E (the "Investor Rights Agreement") shall have been executed
and delivered by the Company, the Purchasers and the other parties thereto
and shall be in full force and effect as of the Closing.

     5.6   LETTER AGREEMENTS.

           (a) The Consultant Letter in the form of EXHIBIT F(1) (the
"Consultant Letter") shall have been executed and delivered by the Company
and shall be in full force and effect as of the Closing.

           (b) The Intel confidentiality side letter dated as of the date
hereof in the form of EXHIBIT F(2) (the "Confidentiality Letter") shall have
been executed and delivered by the Company and Intel Corporation and shall be
in full force and effect as of the Closing.

           (c) The Intel non-voting observer side letter dated as of the date
hereof in the form of EXHIBIT F(3) (the "Board Letter") shall have been
executed and delivered by the Company and Intel Corporation and shall be in
full force and effect as of the Closing.

           (d) The Sideletter Agreement as of date hereof in the form of
EXHIBIT F(4) (the "Online Services Sideletter Agreement") shall have been
executed and delivered by the Company, Intel Corporation and Intel Online
Services, Inc. and shall be in full force and effect as of the Closing.

     5.7   GOVERNMENTAL AUTHORIZATIONS, ETC.  All governmental
authorizations, consents, approvals, exemptions or other actions required to
issue or purchase the Shares pursuant to this Agreement shall have been
obtained and shall be in full force and effect.

                                   14

<PAGE>

     5.8   PROCEEDINGS AND DOCUMENTS.  All corporate and other proceedings on
the part of the Company in connection with the transactions contemplated
hereby and all documents and instruments incident to such transactions shall
be reasonably satisfactory in substance and form to the Purchasers and their
counsel, and the Purchasers and their counsel shall have received all such
counterpart originals or certified or other copies of such documents as they
may reasonably request.

     5.9   DUE DILIGENCE.  Pequot shall have completed its business, legal
and intellectual property due diligence investigation of the Company and the
Subsidiaries with results thereof reasonably satisfactory to Pequot.

     5.10  APPROVAL OF INVESTMENT COMMITTEE.  If relevant, the Investment
Committee of each of the Purchasers shall have approved the investment by
such Purchaser pursuant to this Agreement.

     5.11  VOTING AGREEMENT.  A voting agreement relating to the shares of
Common Stock held by Jeffrey Sudikoff substantially in the form of EXHIBIT G
(the "Voting Agreement") shall have been executed by the Company and Mr.
Sudikoff.

     5.12  CO-SALE FIRST AMENDMENT.  The First Amendment to the Right of
First Refusal and Co-Sale Agreement in the form of EXHIBIT H (the "Co-Sale
First Amendment") shall have been executed and delivered by the Company and
the other parties thereto and shall be in full force and effect as of the
Closing.

                                      SECTION 6
                      CONDITIONS TO CLOSING OF THE COMPANY

     The Company's obligation to issue and sell the Shares at the Closing is,
at the option of the Company, subject to the fulfillment as of the Closing
Date of the following conditions:

     6.1   REPRESENTATIONS.  The representations and warranties made by the
Purchasers in Section 4 hereof shall be true and correct in all material
respects as of the Closing Date with the same force and effect as if made on
such date.

     6.2   COVENANTS.  All covenants, agreements and conditions contained in
this Agreement to be performed by the Purchasers on or prior to the Closing
Date shall have been performed or complied with in all material respects.

     6.3   BLUE SKY.  The Company shall have obtained all necessary blue sky
law permits and qualifications, or have the availability of exemptions
therefrom, required by any state for the offer and sale of the Shares and the
Conversion Stock issuable upon conversion thereof, except with respect to
those, the failure of which to obtain or be available would not cause a
Material Adverse Effect.


                                   15

<PAGE>

     6.4   TRANSACTION DOCUMENTS.  Each Purchaser shall have executed and
delivered the Transaction Documents to which it is a party, and each
Transaction Document shall be in full force and effect as of the Closing.

     6.5   GOVERNMENTAL AUTHORIZATIONS, ETC.  All governmental
authorizations, consents, approvals, exemptions, or other actions required to
issue or purchase the Shares pursuant to this Agreement and for the conduct
of the business of the Company following the Closing, shall have been
obtained and shall be in full force and effect unless the failure to obtain
such authorizations, consents, approvals, exemptions or other actions would
not have a Material Adverse Effect.

     6.6   PROCEEDINGS AND DOCUMENTS.  All corporate, limited partnership and
other proceedings on the part of each Purchaser in connection with the
transactions contemplated at the Closing hereby and all documents and
instruments incident to such transactions shall be reasonably satisfactory in
substance and form to the Company and its legal counsel, and the Company and
its legal counsel shall have received all such counterpart originals or
certified or other copies of such documents as they may reasonably request.

                                      SECTION 7
                               COVENANTS OF THE COMPANY


     Except as set forth in Section 7.3, from and after the Closing Date, so
long as the Purchasers hold in the aggregate a minimum of 50% of the Shares
that they purchased on the Closing Date or until the consummation of a
Qualified IPO (as defined in the Certificate), the Company agrees to the
following:

     7.1   FINANCIAL INFORMATION.  The Company shall provide to each
Purchaser holding 500,000 shares of Series A Preferred:

           (a) As soon as practicable after the end of each fiscal year, and
in any event within ninety (90) days thereafter, a consolidated balance sheet
and consolidated statements of operations, stockholders' equity and cash flow
of the Company and its Subsidiaries as of and for such year, prepared in
accordance with GAAP and setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and all
audited by Arthur Andersen LLP or some other nationally recognized public
accounting firm and shall be accompanied by such accountants' annual
management letter.

           (b) As soon as practicable after the end of each of the first
three fiscal quarters of the Company's fiscal year, and in any event within
forty-five (45) days thereafter, a consolidated balance sheet and
consolidated statements of operations, stockholders' equity and cash flow of
the Company and its Subsidiaries as of and for such quarter and for the
current fiscal year to date, and setting forth in each case in comparative
form the figures for corresponding quarters in the previous fiscal year, and
setting forth in


                                   16


<PAGE>


comparative form the current fiscal year then reported, prepared in
accordance with GAAP (other than for accompanying notes), subject to changes
resulting from year-end audit adjustments, all in reasonable detail and all
certified by the Chief Financial Officer of the Company.  The financial
report for each fiscal quarter shall be accompanied by a brief report by the
Chief Executive Officer of the Company explaining business developments and
material problems, if any, occurring during the quarter.

     7.2   INSPECTION; ADDITIONAL INFORMATION.  The Company will allow each
Purchaser who holds at least 1,000,000 Shares to visit and inspect at any
reasonable time any of the properties of the Company (upon reasonable advance
notice) and will deliver or provide to each such Purchaser with reasonable
promptness such information and data, including access to books and records,
with respect to the Company and its Subsidiaries as any such Purchaser may from
time to time reasonably request, provided that the Company shall not be
obligated to provide any information that it considers in good faith to be a
trade secret or to contain confidential or classified information.  In addition,
the Company shall send to such Purchaser, promptly upon becoming available,
copies of all financial statements, reports, notices, press releases, proxy
statements and other documents sent by the Company to its stockholders and
copies of all regular and periodic reports, if any, filed by the Company with
the Securities and Exchange Commission or any securities exchange.

     7.3   CONFIDENTIAL TREATMENT OF INFORMATION.  Each Purchaser (other than
Intel Corporation) agrees to use its best efforts to maintain the
confidentiality of all nonpublic information, including forecasts, obtained by
it from the Company, provided that (a) each such Purchaser may, to the extent
required by law, disclose such information in connection with the sale or
transfer of any Shares or Common Stock issued upon the conversion thereof if
such Purchaser's transferee agrees in writing to be bound by the provisions
hereof and (b) each such Purchaser may disclose such information (i) at the
request of any applicable regulatory authority or in connection with an
examination of the Company by any such authority, (ii) pursuant to subpoena or
other court process, (iii) when required to do so in accordance with the
provisions of any applicable law, (iv) to such Purchaser's officers, agents,
representatives, independent auditors and other professional advisors provided
such persons need access to such information in performing their work and
acknowledge and are bound by such Purchaser's confidentiality obligations
hereunder and (v) this Section 7.3 shall not be applicable with respect to
information that (A) is now or becomes generally available to the public other
than as a result of a disclosure by any such Purchaser or any partner, director,
officer, employee, agents, representative or affiliate of such Purchaser in
violation of this Agreement or (B) was known by or was available to any such
Purchaser on a non-confidential basis from a source other than the Company or
its representatives, prior to receipt in accordance with this Agreement.

     7.4   KEEPING OF RECORDS AND BOOKS OF ACCOUNT.  The Company shall keep, and
cause each Subsidiary to keep, adequate records and books of account, in which
complete entries with respect to the financial transactions of the Company and
its Subsidiaries will be made in accordance with GAAP, consistently applied.

                                      17


<PAGE>

     7.5   LIFE INSURANCE ON SENIOR MANAGEMENT.  The Company shall diligently
and in good faith seek to obtain as soon as practicable after the Closing and,
to the extent commercially practicable, maintain in full force and effect keyman
life insurance policies in the amount of $2 million on each of Jonathan Gans,
the Company's Chief Executive Officer and Chairman of the Board, and Peter
Zimble, the Company's President, the proceeds of which shall be payable to the
Company upon the death of any such officer.  The Company shall also obtain and
thereafter maintain in force a policy of life insurance on the life of any other
key executive of the Company which the Board of Directors of the Company shall
determine is necessary and appropriate, in such amounts as determined by the
Board of Directors, with proceeds payable to the Company.

     7.6   NOTICES.  The Company shall give prompt notice in writing to the
Purchasers of (a) any notice of, or other communication relating to, a default
under, or any amendment or modification that materially and adversely affects
the Company's or any Subsidiary's rights to, any Contract, (b) the filing or
commencement of, or any credible threat or notice of intention of any person
that is reasonably likely to file or commence, any action, suit or proceeding by
or before any federal, state, local or foreign court or governmental agency,
authority or regulatory body against the Company that could reasonably be
expected to have a Material Adverse Effect, (c) any written correspondence with
the Company's independent auditors relating to substantive issues regarding the
Company's financial statements, operations, accounting issues and practices,
properties, assets and financial condition, (d) any filing made by the Company
with the Commission and (e) any material default by the Company under this
Agreement, the Transaction Documents or the Co-Sale Agreement, as amended by the
Co-Sale First Amendment.  In each case such notice shall be delivered together
with a reasonably detailed description of the action taken or proposed to be
taken by any of the Company or its Subsidiaries with respect thereto.

     7.7   PRESERVATION OF EXISTENCE; AMENDMENT OF CERTIFICATE AND BYLAWS.

           (a) The Company shall preserve and keep in full force and effect each
of its and its Subsidiaries' existence and right to do business as a corporation
under the laws of the jurisdiction of its organization and of all material
jurisdictions in which they are qualified to do business.  The Company shall
comply in all material respects with the provisions of its Certificate of
Incorporation and Bylaws, and shall cause each of its Subsidiaries to comply in
all material respects with the provisions of their respective charters, bylaws,
articles of association and other constitutive documents.

           (b) Without the approval of the Board of Directors of the Company
that includes the affirmative vote of the Purchasers' Designee, the Company
shall not amend, supplement, modify or repeal any provision of the Certificate
or Bylaws of the Company or take any other action, including, without
limitation, the adoption of a stockholders' rights plan or similar plan, which
would materially and adversely affect the rights or benefits of the Purchasers
under this Agreement, the Transaction Documents or the

                                      18

<PAGE>

Co-Sale Agreement, as amended by the Co-Sale First Amendment, including,
without limitation, the conversion rights of the holders of the Shares under
the Certificate.

     7.8   COMPLIANCE WITH LAWS.  The Company shall, and shall cause each of its
Subsidiaries to, operate its business so as to not be in violation of any law,
rule or regulation of the country of its incorporation, including ERISA and the
Foreign Corrupt Practices Act, that is applicable to the Company or the
Subsidiaries, as applicable, except for any such violation that would not have a
Material Adverse Effect.

     7.9   TAXES.  The Company shall in all material respects pay and discharge
promptly when due all taxes and other governmental charges imposed upon it
before the same shall become delinquent or in default, provided that such
payment and discharge shall not be required with respect to any such tax or
charge so long as the Company shall be contesting the same in good faith in
appropriate proceedings.

     7.10  INSURANCE.  The Company shall do or cause to be done all things
necessary to preserve and maintain in full force and effect fire, casualty and
comprehensive general liability and other liability insurance policies, with
extended coverage, on the properties, assets, business and personnel of the
Company and its Subsidiaries, in amounts deemed adequate by the Company, and in
accordance with the standards of the industry in which the Company and its
Subsidiaries operate.  To the extent reasonably available, as determined by the
Board of Directors, the Company shall purchase, within 30 days after the
Closing, and maintain thereafter, a directors' and officers' insurance policy in
form, substance, and amounts reasonably satisfactory to the director designated
by the holders of Shares should the Purchasers exercise their right to name a
director to the Company's Board of Directors.

     7.11  LIMITATION ON LIENS.  The Company shall not, and will not permit any
of its Subsidiaries to, create, assume or permit to exist any Encumbrance upon
any of its property or assets, whether now owned or hereafter acquired, of the
Company, except for those (i) existing as of the Closing Date and set forth on
Schedule 7.11, (ii) arising from the Company's purchase or lease of such asset,
(iii) incurred in the ordinary course of business, other than those relating to
indebtedness having an aggregate principal amount of $3,000,000 at any one time
outstanding (excluding any Encumbrances, if any, that may be created, assumed or
permitted to exist with respect to any capital lease obligations under any lease
of, or any other right conveying the right to use, space segment capacity,
terrestrial facilities or Internet-protocol switching or routing equipment),
(iv) those incurred in connection with any other transaction permitted by the
terms of this Agreement, (v) except as otherwise approved by the Purchasers
holding a majority of the outstanding Shares or (vi) in addition to those
permitted by clauses (i) through (v), relating to indebtedness having an
aggregate principal amount of $1,000,000 or less.

     7.12  MERGER; SALES OF ASSETS, ETC.  Without the prior written consent of
the Purchasers holding a majority of the Shares, the Company will not (a) merge
with or into or

                                      19

<PAGE>

consolidate with, or sell all or substantially all of its assets to, any
other person unless (i) either (A) in the case of merger or consolidation,
the Company will be the surviving entity or (B) in the case of a merger or
consolidation where the Company is not the surviving entity and in the case
of a sale of all or substantially all of its assets, the entity formed by
such consolidation or into which the Company is merged or the entity which
acquires all of substantially all of the assets of the Company shall have
assumed in writing all of the obligations of the Company under each of this
Agreement, the Transaction Documents and the Co-Sale Agreement, as amended by
the Co-Sale First Amendment, (ii) immediately after the consummation of such
merger or consolidation the surviving entity would not be in violation of any
of the provisions applicable to the Company contained in this Agreement, any
Transaction Document or the Co-Sale Agreement, as amended by the Co-Sale
First Amendment, (b) except in the ordinary course of business, purchase,
hold or acquire any capital stock, evidence of indebtedness or other equity
interests of, or make any loan or advances to, or make any investment in, any
other person, except for loans and advances to, and investments in the
capital stock of, any existing or future subsidiary of the Company or any
existing or future joint venture in which the Company holds at least a 40%
ownership interest, or (c) sell, transfer or otherwise dispose of assets of
the Company having a sales price in excess of an aggregate of $2.5 million in
any 12-month period, provided that, to the extent that any of the foregoing
transactions would result in the conversion of the Shares into shares of
Common Stock pursuant to Section 3(a)(ii) of the Certificate, then such
transaction shall not require the consent of the Purchasers pursuant to this
Section 7.12 if such transaction also does not require the consent of the
holders of the Series A Preferred under Section 4(b)(iv) of the Certificate.

     7.13  LIMITATION ON AFFILIATE TRANSACTIONS.  Except with respect to any
transaction not in excess of $1 million with STAR Telecommunications, Inc. or
any subsidiary thereof, the Company shall not, and will not permit its
Subsidiaries to, sell or transfer any property, assets or services to, or
purchase or acquire any property, assets or services from, or otherwise engage
in any other transactions with a director or any of the Company's affiliates
(which is defined to be any person or entity which, directly or indirectly,
controls, is controlled by or is under common control with such person or entity
or a holder of more than 5% of the capital stock of such entity), except that
the Company may engage in any of the foregoing transactions with any such
director or affiliate in the ordinary course of business at prices and on terms
that are at least as favorable as those that could generally be obtained on an
arm's-length basis from unrelated third parties, unless the amount involved
exceeds $200,000 per transaction or $2 million annually, in which case the
approval of a majority of the disinterested, Outside Directors (as defined in
the Certificate) of the Board of Directors of the Company, including the Series
A Preferred Director (as defined in the Certificate), shall be required,
provided that the Company may enter into any employment agreement with, and make
any other compensation arrangement with respect to, any officer or director of
the Company or any Subsidiary, as a majority of the disinterested members of the
Board of Directors of the Company or any such Subsidiary (or a majority of the
disinterested members of any Compensation Committee thereof), as applicable, may
determine in their sole discretion.

                                      20

<PAGE>

     7.14  LIMITATION ON DIVIDENDS. The Company shall not, and shall not permit
any of its Subsidiaries to, declare, pay or make any dividend or distribution
(in cash, property or obligations) on any partnership, ownership or similar
equity interests (now or hereafter outstanding) of the Company or such
Subsidiary or on any warrants, options or other rights with respect to any such
partnership, ownership or similar equity interests (now or hereafter
outstanding) of the Company or such Subsidiary (other than dividends or
distributions payable in its equity interests or warrants to purchase its equity
interests), or apply, or permit any of its Subsidiaries to apply, any of its
funds, property or assets to the purchase, redemption, sinking fund or other
retirement of, or agree, or permit any of its Subsidiaries to agree, to purchase
or redeem, any such equity interests (now or hereafter outstanding) of the
Company or any Subsidiary, or warrants, options or other rights with respect to
any such equity interests (now or hereafter outstanding) of the Company or any
Subsidiary, provided that (a) the Company may pay dividends if declared for the
Shares and (b) any wholly-owned subsidiary of the Company may make a cash
dividend or distribution to the Company or another wholly-owned subsidiary.

     7.15  BOARD OF DIRECTORS.

           (a) At the Closing, the directors of the Company shall be Jonathan
Gans, Peter Hirshberg, Peter Zimble, Jeffrey C. Barbakow, James E. Kolsrud,
Norman J. Pattiz and Lawrence D. Lenihan, Jr.

           (b) One (1) director of the Company, who shall be reasonably
acceptable to the Company, shall be nominated by the Purchasers holding at least
a majority of the outstanding Shares, voting as a separate class.  Additionally,
one (1) additional director mutually agreeable to the holders of 75% or more of
the Series A Preferred shall be presented to the Company for consideration as a
member of the Board and if such designee is reasonably acceptable to the
Company, he or she shall also be appointed to the Board.  Such Board designees
shall be referred to herein collectively as the "Purchasers' Designees".  In
each case, upon the death, resignation or removal of either Purchaser Designee
from the office of director, such Purchasers shall have the right to elect or
present, as the case may be, another nominee(s) to fill such vacancy, in each
case  so long as such nominee is reasonably acceptable to the Company and such
nominee is selected in the same manner used to nominate the vacating director.
In addition to the non-voting observer provided for in the Board Letter, the
holders of a majority of the Series A Preferred shall be entitled to designate a
non-voting observer to attend and participate in (but not to vote at) all
meetings of the Board of Directors of the Company and any committee of the Board
(the "Non-voting Observer").  The Non-voting Observer shall have the same access
and limitations to information concerning the business and operations of the
Company as directors of the Company, and shall be entitled to participate in
discussions and consult with the Board of Directors of the Company without
voting, provided that the Company may exclude the Non-voting Observer from
access to any material or any meeting or portion thereof if the Company believes
on the advice of counsel that such exclusion is necessary to preserve the
attorney-client privilege.

                                      21

<PAGE>

           (c) The Company shall, upon request therefor, promptly reimburse each
of the Purchasers' Designees and the Non-voting Observer, as the case may be,
for all reasonable expenses incurred by him or her in connection with his or her
attendance at meetings of the Board of Directors or of committees of the Board
of Directors and any other activities undertaken thereby in the capacity as a
director of the Company or observer, as applicable.  The foregoing shall be in
addition to, and not in lieu of (or in duplication of), any indemnification or
reimbursement obligations of the Company under the Certificate of Incorporation
or Bylaws of the Company or by law.  The Non-voting Observer shall be entitled
to indemnification from the Company to the maximum extent permitted by law as
though he or she were a director of the Company.

           (d) In addition to any requirements specified in the Bylaws of the
Company, the Company shall notify the Purchasers' Designees and the Non-voting
Observer by facsimile at the same facsimile number provided to the Company by
Pequot or Intel, as the case may be, in accordance with Section 10.9 hereof of
(i) every meeting (or action by written consent) of the Board of Directors of
the Company and (ii) every meeting (or action by written consent) of the board
of directors of its subsidiaries and of any committee of the Board of Directors
of the Company or its subsidiaries, to the extent, in the case of clause (ii),
that a Purchasers' Designee is on the board of directors of such subsidiaries or
is on such committee of the Board of Directors of the Company or its
subsidiaries, at least three days in advance of such meeting (or distribution of
written consents), or, if such notice under the circumstances is not
practicable, as soon before the meeting (or distribution) as is practicable.

     7.16  USE OF PROCEEDS.  The Company agrees to use the net proceeds from the
sale of the Shares for the continued deployment of its network, the growth of
its sales organization, working capital and other general corporate purposes.

     7.17  INTELLECTUAL PROPERTY.  The Company shall, and shall cause any
Subsidiary to, use its commercially reasonable efforts to cause all material
Intellectual Property and other material Proprietary Information, including, but
not limited to, technological developments, inventions, discoveries or
improvements made by its employees, if any, to be fully documented in
engineering or other notebooks substantially in accordance with the prevailing
industrial professional standards, and, where reasonably practicable and
appropriate, file and prosecute United States and foreign patent applications
relating to and protecting such developments.  In addition, the Company shall,
and shall cause any Subsidiary to, use its commercially reasonable efforts to
cause all material Intellectual Property and other material Proprietary
Information, including, but not limited to, all technological developments,
inventions, discoveries or improvements made by any of its employees or any
employees of its Subsidiaries, if any, to be owned by it and, where reasonably
practicable and appropriate, obtain reasonable legal protections for its benefit
with respect to such property.

     7.18  ENFORCEMENT OF VOTING AGREEMENT.  The Company shall use its best
efforts to enforce the terms and conditions of the Voting Agreement.

                                     22

<PAGE>

     7.19  RESIGNATION OF PETER ZIMBLE.  The Company will use its best efforts
to insure that Peter Zimble resigns from the Board of Directors of the Company
prior to the filing by the Company of a registration statement relating to the
initial public offering of its Common Stock with the Securities and Exchange
Commission.


                                      SECTION 8
                    RESTRICTIONS ON TRANSFERABILITY OF SECURITIES;
                            COMPLIANCE WITH SECURITIES ACT

     8.1   RESTRICTIONS ON TRANSFERABILITY.  The Shares and the Conversion Stock
are "Restricted Securities" and shall not be sold, assigned, transferred or
pledged except upon the conditions specified in this Section 8, which conditions
are intended to ensure compliance with the provisions of the Securities Act.
Each Purchaser will cause any proposed purchaser, assignee, transferee, or
pledgee of the Shares or the Conversion Stock held by such Purchaser to agree to
take and hold such securities subject to the provisions and upon the conditions
specified in this Section 8.

     8.2   RESTRICTIVE LEGENDS.  Each certificate representing (i) the Shares,
(ii) the Conversion Stock and (iii) any other securities issued in respect of
the Series A Preferred or the Conversion Stock upon any stock split, stock
dividend, recapitalization, merger, consolidation, or similar event
("Recapitalization"), shall (unless otherwise permitted by the provisions of
Rule 144) be stamped or otherwise imprinted with legends in the following form
(in addition to any legend required under applicable state securities laws):

     "THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
     PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933 OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD,
     TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE
     ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT
     AND ANY APPLICABLE STATE SECURITIES LAWS."

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
     PROVISIONS WHICH ARE CONTAINED IN AN INVESTOR RIGHTS AGREEMENT, A COPY
     OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION."

     Each Purchaser consents to the Company making a notation on its records and
giving instructions to any transfer agent of the Series A Preferred or the
Conversion Stock in order to implement the restrictions on transfer established
in this Section 8.

                                      23

<PAGE>

     8.3   NOTICE OF PROPOSED TRANSFERS.  The holder of each certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the provisions of this Section 8.3.  Prior to any proposed sale,
assignment, transfer or pledge of any Restricted Securities (other than (i) a
transfer not involving a change in beneficial ownership or (ii) in transactions
involving the distribution without consideration of Restricted Securities by any
of the Purchasers to any of its affiliates), unless there is in effect a
registration statement under the Securities Act covering the proposed transfer,
the holder thereof shall give written notice to the Company of such holder's
intention to effect such transfer, sale, assignment or pledge, unless the
Company has engaged a transfer agent to administer transfers of its capital
stock, in which case, the procedures of such transfer agent shall be followed.
Each such notice shall describe the manner and circumstances of the proposed
transfer, sale, assignment or pledge in sufficient detail, and, if  requested by
the Company, which request shall be in its reasonable discretion, shall be
accompanied, at such holder's expense, by either (i) a written opinion of legal
counsel, who shall be, and whose legal opinion shall be, reasonably satisfactory
to the Company, addressed to the Company, to the effect that the proposed
transfer of the Restricted Securities may be effected without registration under
the Securities Act or any applicable states securities laws or (ii) a "no
action" letter from the Commission to the effect that the transfer of such
securities without registration will not result in a recommendation by the staff
of the Commission that action be taken with respect thereto, whereupon the
holder of such Restricted Securities shall be entitled to transfer such
Restricted Securities in accordance with the terms of the notice delivered by
the holder to the Company.  Each certificate evidencing the Restricted
Securities transferred as above provided shall bear, except if such transfer is
made pursuant to Rule 144, the appropriate restrictive legend set forth in
Section 8.2 above, except that such certificate shall not bear such restrictive
legend if in the opinion of counsel for such holder and the Company such legend
is not required in order to establish compliance with any provision of the
Securities Act.


                                      SECTION 9
                                   INDEMNIFICATION

     9.1   GENERAL INDEMNIFICATION.  The Company shall indemnify, defend and
hold each Purchaser, its affiliates and their respective officers, directors,
partners, employees, agents, successors and assigns (each a "Purchaser
Entity") harmless from and against all Losses (as defined below) incurred or
suffered by a Purchaser Entity as a result of the breach of any of the
representations, warranties, covenants or agreements made by the Company in
this Agreement or any Transaction Document.  Each Purchaser, severally and
not jointly, shall indemnify, defend and hold the Company, its affiliates,
their respective officers, directors, employees, agents, successors and
assigns harmless against all Losses as a result of the breach of any of its
representations, warranties, covenants or agreements in this Agreement or any
Transaction Document. Notwithstanding anything to the contrary in this
Agreement, no indemnification payment by the Company pursuant to this Section
9 with respect to any Losses otherwise payable hereunder (other than any
Losses resulting from breaches of the

                                      24

<PAGE>
representation and warranty in Section 3.3 which shall not be subject to the
Deductible) shall be payable until the time as such Losses shall aggregate for
all Purchaser Entities to more than $100,000 (the "Deductible"), at which point
the Company shall be obligated to indemnify the Purchasers from and against all
Losses relating back to the first dollar.

     9.2   INDEMNIFICATION PRINCIPLES.  For purposes of this Section 9, (i)
"Losses" shall mean each and all of the following items:  claims, losses,
liabilities, obligations, payments, damages (excluding, however, all special,
indirect, punitive or consequential damages or loss of potential profits on an
investment in the Shares or otherwise, except to the extent that any indemnified
party is subject to any such punitive or consequential damages pursuant to a
valid, enforceable, non-appealable judgment rendered by a court of competent
jurisdiction in favor of a third party against such indemnified party), charges,
judgments, fines, penalties, amounts paid in settlement, costs and expenses
(including, without limitation, interest which may be imposed in connection
therewith, costs and expenses of investigation, actions, suits, proceedings,
demands, assessments and reasonable fees, expenses and disbursements of counsel,
consultants and other experts); and (ii) each of the representations and
warranties made by any party in this Agreement or any Transaction Document shall
be deemed to have been made without the inclusion of limitations or
qualifications as to materiality, such as the words "Material Adverse Effect,"
"material" and "in all material respects" or words of similar import.  Any
payment (or deemed payment) by the Company to a Purchaser pursuant to this
Section 9 shall be treated for federal income tax purposes as an adjustment to
the price paid by such Purchaser for the Shares pursuant to this Agreement.  In
addition, notwithstanding anything in this Section 9 to the contrary, in the
event of a breach of the representation and warranty set forth in Section
3.3(b), to the extent that the Shares held by any Purchaser represent, as
calculated therein, a percentage of the outstanding shares of Common Stock that
is less than the percentage set forth opposite such Purchaser's name on EXHIBIT
A hereto, then the Company shall issue to such Purchaser, at no cost to the
Purchaser, an additional amount of the shares of Series A Preferred Stock such
that, if such issuance were made on the Closing Date, such representation and
warranty would have been true and accurate in all respects when made.

     9.3   CLAIM NOTICE; RIGHT TO DEFEND.  A party seeking indemnification (the
"Indemnified Party") under this Section 9 shall promptly upon becoming aware of
the facts indicating that a claim for indemnification may be warranted, give to
the party from whom indemnification is being sought (the "Indemnifying Party") a
claim notice relating to such Loss (a "Claim Notice").  Each Claim Notice shall
specify the nature of the claim, the applicable provision(s) of this Agreement
or other instrument under which the claim for indemnity arises, and, if
possible, the amount or the estimated amount thereof.  No failure or delay in
giving a Claim Notice (so long as the same is given prior to expiration of the
representation or warranty upon which the claim is based) and no failure to
include any specific information relating to the claim (such as the amount or
estimated amount thereof) or any reference to any provision of this Agreement or
other instrument under which the claim arises shall affect the obligation of the
Indemnifying Party unless such failure materially and adversely prejudices the
Indemnifying Party.  If such Loss relates to the commencement of any action or

                                      25

<PAGE>

proceeding by a third person, the Indemnified Party shall give a Claim Notice to
the Indemnifying Party regarding such action or proceeding and the Indemnifying
Party shall be entitled to participate therein to assume the defense thereof
with counsel reasonably satisfactory to the Indemnified Party.  After notice
from the Indemnifying Party to the Indemnified Party of its election to assume
the defense of such action or proceeding, the Indemnifying Party shall not be
liable (except to the extent the proviso to this sentence is applicable, in
which event it will be so liable) to the Indemnified Party under this Section 9
for any legal or other expenses subsequently incurred by the Indemnified Party
in connection with the defense thereof other than reasonable costs of
investigation, provided that each Indemnified Party shall have the right to
employ separate counsel to represent it and assume its defense (in which case,
the Indemnifying Party shall not represent it) if (i) upon the advice of
counsel, the representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them,
(ii) in the event the Indemnifying Party has not assumed the defense thereof
within ten (10) days of receipt of notice of such claim or commencement of
action, and in which case the fees and expenses of one such separate counsel
shall be paid by the Indemnifying Party or (iii) if such Indemnified Party who
is a defendant in any action or proceeding which is also brought against the
Indemnifying Party reasonably shall have concluded that there may be one or more
legal defenses available to such Indemnified Party which are not available to
the Indemnifying Party.  If any Indemnified Party employs such separate counsel
it will not enter into any settlement agreement which is not approved by the
Indemnifying Party, such approval not to be unreasonably withheld.  If the
Indemnifying Party so assumes the defense thereof, it may not agree to any
settlement of any such claim or action as the result of which any remedy or
relief, other than monetary damages for which the Indemnifying Party shall be
responsible hereunder, shall be applied to or against the Indemnified Party,
without the prior written consent of the Indemnified Party.  In any action
hereunder as to which the Indemnifying Party has assumed the defense thereof
with counsel reasonably satisfactory to the Indemnified Party, the Indemnified
Party shall continue to be entitled to participate in the defense thereof, with
counsel of its own choice, but, except as set forth above, the Indemnifying
Party shall not be obligated hereunder to reimburse the Indemnified Party for
the costs thereof.

     9.4   SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All representations and
warranties in this Agreement shall survive the execution and delivery of this
Agreement and the Closing until the close of business on the date which is two
(2) years after the Closing Date (except to the extent a Claim Notice has been
given in accordance with Section 9.3, in which case, such representations and
warranties shall survive until the resolution of the claim or claims for
indemnity set forth in such notice, and except to the extent of the
representations and warranties contained in Section 3.8, which shall survive
until the termination of their respective, applicable statute of limitations)
and shall in no way be affected by any investigation or knowledge of the subject
matter thereof made by or on behalf of any Purchaser.  All covenants and
agreements in this Agreement shall survive until, by their terms, they are no
longer operational.

                                      26


<PAGE>

                                      SECTION 10
                                    MISCELLANEOUS

     10.1  GOVERNING LAW.  This Agreement shall be governed by and interpreted
under the laws of the State of Delaware, without giving effect to principles of
conflicts of laws.

     10.2  EXPENSES.  The parties hereto pay all costs and expenses that it
incurs with respect to the negotiation, execution, delivery and performance of
this Agreement and the transactions contemplated hereby; provided, however, that
whether or not the transactions contemplated hereby are consummated, the Company
shall, promptly upon request therefor, reimburse (i) Pequot for its reasonable
costs and expenses (including, without limitation, the fees and expenses of its
counsel) in connection with the transactions contemplated hereby and for any
out-of-pocket expenses of Pequot (including, without limitation, legal fees and
expenses) incurred to enforce this provision, up to an amount not exceeding
$25,000 and (ii) Intel Corporation in the amount of $10,000.

     10.3  OTHER REMEDIES.  In addition to those remedies specifically set forth
herein and in the Transaction Documents, if any, each Purchaser may proceed to
protect and enforce its rights under this Agreement and the Transaction
Documents either by suit in equity and/or by action at law, including, but not
limited to, an action for damages as a result of any such breach and/or an
action for specific performance of any such covenant or agreement contained in
this Agreement or in the Transaction Documents.  No right or remedy conferred
upon or reserved to the holders of Shares under this Agreement or the
Transaction Documents is intended to be exclusive of any other right or remedy,
and every right and remedy shall be cumulative and in addition to every other
right and remedy given under this Agreement and the Transaction Documents or now
and hereafter existing under applicable law.  Every right and remedy given by
this Agreement and the Transaction Documents or by applicable law to the holders
of Shares may be exercised from time to time and as often as may be deemed
expedient by the holders.

     10.4  FURTHER ASSURANCES.  At any time or from time to time after the
Closing, the Company, on the one hand, and the Purchasers, on the other hand,
agree to cooperate with each other, and at the request of the other party, to
execute and deliver any further instruments or documents and to take all such
further action as the other party may reasonably request in order to evidence or
effectuate the consummation of the transactions contemplated hereby relating to
the Purchase and to otherwise carry out the intent of the parties hereunder.

     10.5  NOUNS AND PRONOUNS.  Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of names and pronouns shall include the plural and vice
versa.


                                      27

<PAGE>

     10.6  EXCHANGES; LOST, STOLEN OR MUTILATED CERTIFICATES.  Upon surrender by
any Purchaser to the Company of any certificate representing the Shares, the
Company at its expense shall issue in exchange therefor, and deliver to such
Purchaser, new certificates representing such Shares in such amounts or
denominations as may be requested by such Purchaser.  Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of any
certificate representing any Shares and in case of any such loss, theft or
destruction, upon delivery of an indemnity agreement satisfactory to the
Company, or in case of any such mutilation, upon surrender and cancellation of
such certificate, the Company at its expense shall issue and deliver to such
Purchaser a new certificate for such Shares, of like tenor, in lieu of such
lost, stolen or mutilated certificate.

     10.7  SUCCESSORS AND ASSIGNS.   Except as otherwise expressly provided in
this Agreement, this Agreement shall benefit and bind the successors, assigns,
heirs, executors and administrators of the parties to this Agreement.

     10.8  ENTIRE AGREEMENT; AMENDMENT.  This Agreement and the other documents
delivered pursuant hereto at the Closing constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof, and no party shall be liable or bound to any other party in
any manner by any warranties, representations or covenants except as
specifically set forth herein or therein.  Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought;
provided, however, that holders of a majority of the Shares (including for this
purpose the Conversion Stock) may, with the Company's prior written consent,
waive, modify or amend, on behalf of all such holders, any provision hereof
other than the conditions set forth in Section 5.

     10.9  NOTICES, ETC.  All notices and other communications required or
permitted hereunder shall be in writing (or in the form of a facsimile
(confirmed in writing) to be given only during the recipient's normal
business hours unless arrangements have otherwise been made to receive such
notice by facsimile outside of normal business hours) and shall be mailed by
registered or certified mail or by a nationally recognized overnight courier,
postage prepaid, or otherwise delivered by hand, messenger, or facsimile (as
provided above) addressed (a) if to a Purchaser, at the address or facsimile
number for such Purchaser as set forth on the signature pages hereto or at
such other address or facsimile number as such Purchaser shall have furnished
to the Company in writing, with a copy to David Malat, Chief Financial
Officer of Pequot, 500 Nyala Farm Road, Westport, CT  06880, fax: (203)
429-2517, (b) if to any other holder of Shares or Conversion Stock, at such
address or facsimile number as such holder shall have furnished the Company
in writing or, until any such holder so furnishes an address or facsimile
number to the Company, then to and at the address or facsimile number of the
last holder of such Shares or Conversion Stock who has so furnished an
address or facsimile number to the Company or (c) if to the Company, to 1901
Main Street, 2nd Floor, Santa Monica, California 90405, fax: (310) 382-3310,
and addressed to the attention of the Corporate Secretary (or at such other
address or facsimile number as the Company shall


                                      28

<PAGE>

have furnished in writing to the Purchasers), with a copy to Riordan &
McKinzie, 300 South Grand Avenue, 29th Floor, Los Angeles, California, 90071,
fax: (213) 229-8550, Attention Timothy F. Sylvester, Esq.

     Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered, if
delivered personally, or, if sent by mail, at the earlier of its receipt or
seventy-two (72) hours after the same has been deposited in a regularly
maintained receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid, or, if by nationally recognized overnight courier, the
following business day after it has been timely delivered to or deposited with
such courier, addressed and mailed as aforesaid, or, if by facsimile, pursuant
to the above, when received.

     10.10 SEVERABILITY.  In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
invalid, unenforceable or void, this Agreement shall continue in full force and
effect without said provision.

     10.11 DESCRIPTIVE HEADINGS.  The descriptive headings herein have been
inserted for convenience only and shall not be deemed to limit or otherwise
affect the construction of any provisions hereof.

     10.12 FACSIMILE SIGNATURES. Any signature page delivered by a fax machine
shall be binding to the same extent as an original signature page, with regard
to any agreement subject to the terms hereof or any amendment thereto.  Any
party who delivers such a signature page agrees to later deliver an original
counterpart to any party which requires it.

     10.13 COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument, but only one of which
need be produced.


                                      29

<PAGE>

                      SIGNATURE PAGE FOR INTERPACKET GROUP, INC.
               SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

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

"COMPANY"      INTERPACKET GROUP, INC., a Delaware corporation


               By:  /s/ Jonathan Gans
                    ----------------------------------------------------------
                    Jonathan Gans
                    Chief Executive Officer

"PURCHASERS"        PEQUOT PRIVATE EQUITY FUND II, L.P., a Delaware limited
                    partnership


               By:  /s/ Amiel Peretz
                    ----------------------------------------------------------
               Name: Amiel Peretz
               Title: Chief Operating Officer-Pequot Capital Management, Inc.
                      as Investment Manager

               Address:  500 Nyala Farm Road
                         Westport, CT  06880
                         Fax:  (203) 429-2400

               INTEL CORPORATION, a
               Delaware corporation


               By:  /s/ Arvind Sodhani
                    ----------------------------------------------------------
               Print Name: Arvind Sodhani
               Title: Vice President and Treasurer

               Address:  2200 Mission College Blvd.
                         Santa Clara, CA  95052
                         Attn: M&A Portfolio Manager - M/S RN6-46
                         Fax No. (408) 765-6038

               With copies to:
                         Intel Corporation
                         2200 Mission College Blvd.
                         Santa Clara, CA  95052
                         Attention:  General Counsel
                         Fax No. (408) 765-1859



<PAGE>

               BAYSTAR CAPITAL, L.P., a
               Delaware limited partnership

               By:  BayStar Capital Management LLC,
                    its General Partner


                    By:  /s/ Steven M. Lamar
                         ---------------------------------------------------
                         Name:  Steven M. Lamar
                         Title:   Vice President

               Address:  1500 West Market Street, Suite 200
                         Mequon, WI  53092
                         Fax: (415) 835-3777


               H&Q INTERPACKET GROUP INVESTORS, LLC



               By:  /s/ Robert N. Savoie
                    -------------------------------------
                    Name: Robert N. Savoie
                    Title: Tax Director, Attorney-in-Fact

               Address:  One Bush Street
                         San Francisco, CA  94104
                         Fax: (415) 439-3818


               HAMBRECHT & QUIST CALIFORNIA



               By:  /s/ Robert N. Savoie
                    -------------------------------------
                    Name: Robert N. Savoie
                    Title: Tax Director, Attorney-in-Fact

               Address:  One Bush Street
                         San Francisco, CA  94104
                         Fax: (415) 439-3818


<PAGE>

               HAMBRECHT & QUIST EMPLOYEE VENTURE FUND, L.P. II

               By:  H&Q Venture Management, L.L.C.,
                    its General Partner

                    By: /s/ Robert N. Savoie
                        --------------------------------------
                         Name: Robert N. Savoie
                         Title: Tax Director, Attorney-in-Fact

                    Address:  One Bush Street
                              San Francisco, CA  94104
                              Fax: (415) 439-3818


               ACCESS TECHNOLOGY PARTNERS, L.P.

               By:  Access Technology Management, L.L.C.,
                    its General Partner

                    By:  H&Q Venture Management, L.L.C.,
                         its Managing Member

                         By: /s/ Robert N. Savoie
                             -----------------------------------
                              Name: Robert N. Savoie
                              Title: Tax Director, Attorney-in-Fact

                         Address:  One Bush Street
                                   San Francisco, CA  94104
                                   Fax: (415) 439-3818


               ACCESS TECHNOLOGY PARTNERS BROKERS FUND, L.P.

               By:  H&Q Venture Management, L.L.C.,
                    its General Partner

                    By: /s/ Robert N. Savoie
                        --------------------------------------
                         Name: Robert N. Savoie
                         Title: Tax Director, Attorney-in-Fact

                    Address:  One Bush Street
                              San Francisco, CA  94104
                              Fax: (415) 439-3818


<PAGE>

               BAYSTAR INTERNATIONAL LTD, a
               British Virgin Island corporation

               By:  BayStar International Management, LLC,
                    its General Partner


                    By: /s/ Steven M. Lamar
                        --------------------------------------
                         Name:  Steven M. Lamar
                         Title:   Vice President

               Address:  1500 West Market Street, Suite 200
                         Mequon, WI  53092
                         Fax: (415) 835-3777



<PAGE>

                                      EXHIBIT A

                                  LIST OF PURCHASERS


<TABLE>
<CAPTION>
                                                              Fully Diluted
                                                               Percentage
                                                             of Outstanding
                                                 Purchase        Common
            Name              No. of Shares       Price           Stock
----------------------------  --------------   -----------   ---------------
<S>                           <C>              <C>           <C>

 Pequot Private Equity          1,800,000       $9,000,000      10.91%
 Fund II, L.P.
 Intel Corporation               800,000        $4,000,000       4.85%

 BayStar Capital, L.P.           100,000         $500,000        .61%

 BayStar International           100,000         $500,000        .61%
 Ltd.

 H&Q InterPacket Group            16,800         $84,000         .10%
 Investors, LLC
 Hambrecht & Quist                10,000         $50,000         .06%
 California

 Hambrecht & Quist                10,000         $50,000         .06%
 Employee Venture Fund,
 L.P. II

 Access Technology               160,000         $800,000        .97%
 Partners, L.P.

 Access Technology                3,200          $16,000         .02%
 Partners Brokers Fund,
 L.P.
</TABLE>