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                                                                    EXHIBIT 10.2

                               WARRANT AGREEMENT

                         LOGICAL DESIGN SOLUTIONS, INC.

                           DATED AS OF March 19, 1997
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                               WARRANT AGREEMENT

                               Table of Contents

                                                                            Page
                                                                            ----

     1.    Issue of Warrant to Purchasers, Form of Warrants.................  3

     2.    Registration.....................................................  3

     3.    Transfer of Warrants.............................................  4

     4.    Term; Exercise...................................................  4

     5.    Surrender of Warrant Certificates................................  5

     6.    Mutilated or Missing Warrant Certificate.........................  5

     7.    Reservation of Common Stock, etc.................................  5

     8.    Anti-dilution Adjustments........................................  6

             8.1  Extraordinary Distributions...............................  6
             8.2  Equitable Adjustments.....................................  6
             8.3  Notice of Adjustment......................................  6
             8.4  Reflection of Adjustments on Certificates.................  7

     9.    [Intentionally Omitted]..........................................  7

    10.    Certain Events...................................................  7

    11.    Absence of Registration..........................................  8

    12.    Information Covenants............................................  8

           12.1   Notice of Stockholder Meetings............................  8
           12.2   Notice of Distributions...................................  9
           12.3   Financial Statements, etc.................................  9
           12.4   Proper Books and Records..................................  9

    13.    Notices..........................................................  9

    14.    Warrant Obligations Independent of Debt Obligations..............  9

    15.    Fractional Interests............................................. 10

    16.    Binding Effect; Survival......................................... 10

    17.    Counterparts..................................................... 10

    18.    Governing Law.................................................... 10
<PAGE>

     WARRANT AGREEMENT dated as of March 19, 1997, between Logical Design
Solutions, Inc., a New Jersey corporation (the "Company"), and the purchasers
set forth on Schedule I attached hereto (each individually a "Purchaser" and
             ----------
collectively the "Purchasers"). The Purchasers, so long as they are holders of
any warrants hereunder, together with any permitted transferees or assignees who
are registered holders of any warrant issued hereunder or a like warrant or
warrants issued upon the transfer of such warrant (each individually a "Warrant"
and collectively the "Warrants") are referred to collectively as the "Holders"
and individually as a "Holder."

     WHEREAS, pursuant to the terms of a 9% Senior Subordinated Debenture and
Warrant Purchase Agreement dated as of March 19, 1997, among the Company,
certain shareholders of the Company and the Purchasers (the "Purchase
Agreement"), the Company has agreed to issue to each Purchaser a Warrant as
hereinafter described to purchase shares of the Company's Common Stock, no par
value per share (together with any other or additional classes of the Company's
capital stock for which the Warrants may become exercisable in accordance with
Section 8.4 of this Agreement, the "Common Stock"), upon the terms and subject
to the conditions set forth in the Purchase Agreement; and

     WHEREAS, the Company wishes to set forth, among other things, the
provisions of such Warrants and the terms and conditions on which such Warrants
may be issued, exchanged, exercised and replaced;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:

     1. Issue of Warrant to Purchasers, Form of Warrants.  The Company shall on
        ------------------------------------------------
the date hereof issue and deliver to the Purchasers Warrants to purchase an
aggregate of 215,000 shares of Common Stock, subject to adjustment pursuant to
Section 8 hereof, for the purchase price set forth in the Purchase Agreement.
Each Purchaser shall receive a Warrant to purchase the number of shares of such
Common Stock set forth opposite such Purchaser's name on Schedule I attached
                                                         ----------
hereto.  Each Warrant, and any additional Warrants which may be issued upon
partial exercise, replacement or transfer of such Warrant or Warrants, shall be
evidenced by, and subject to the terms of, a Warrant Certificate (including the
Forms of Election to Purchase and Assignment attached thereto, a "Warrant
Certificate") in the form of Exhibit A attached hereto, in each case executed on
                             ---------
behalf of the Company by the manual or facsimile signature of the President or
Vice President of the Company, under its corporate seal affixed or in facsimile,
and attested to by the Secretary or an Assistant Secretary of the Company.  A
Warrant Certificate evidencing the original Warrant issued to each Purchaser
shall be executed and delivered to such Purchaser simultaneously with the
execution of this Agreement.  The Company will pay any documentary stamp taxes
attributable to the initial issuance of Warrants and the issuance of Common
Stock upon the exercise of Warrants.

     2. Registration.   All Warrant Certificates shall be numbered and shall be
        ------------
registered in a warrant register (the "Warrant Register") as they are issued.
Subject to its compliance with the foregoing, the Company shall be entitled to
treat the registered Holder of any Warrant on the Warrant Register as the owner
in fact of such Warrant for all purposes and shall not be bound to recognize any
equitable or other claim to or interest in such Warrant on the part of any other
<PAGE>

person or entity, and shall not be liable for any registration of transfer of
Warrants which are registered or to be registered in the name of a fiduciary or
the nominee of a fiduciary unless made with the actual knowledge that a
fiduciary or nominee is committing a breach of trust in requesting such
registration or transfer, or with the knowledge of such facts that its
participation therein amounts to bad faith.

    3. Transfer of Warrants.  Any Warrant may be transferred or endorsed to
       --------------------
another party in whole or in part by (i) surrendering to the Company, or its
duly authorized agent, for cancellation the existing Warrant Certificate
evidencing the Warrant to be transferred, endorsed or accompanied by a written
instrument of transfer, in form satisfactory to the Company, duly executed by
the Holder thereof in person or by a duly authorized representative, agent or
attorney-in-fact appointed in writing, (ii) by supplying the Company with an
opinion of counsel, which opinion shall be reasonably satisfactory to the
Company, to the effect that registration under the Securities Act of 1933 has
been accomplished or is not necessary in connection with such transfer of
Warrants, and (iii) by having the transferee agree in writing to be bound by the
provisions of the Purchase Agreement, this Agreement, the Shareholders
Agreement, dated March 19, 1997, by and among the Company, certain of its
shareholders, and the Purchasers (the "Shareholders Agreement"), and the
Redemption Agreement, dated March 19, 1997, by and among the Company and the
Purchasers (the "Redemption Agreement").  Upon receipt thereof, the Company
shall issue and deliver, in the name of the transferee, a new Warrant
Certificate containing the same terms as the surrendered Warrant Certificate.
In the case of the transfer of fewer than all of the rights evidenced by the
surrendered Warrant Certificate, the Company shall issue a new Warrant
Certificate to the Holder thereof for the remaining number of shares specified
in the Warrant Certificate so surrendered.

    4. Term; Exercise.  A Warrant entitles the Holder thereof to purchase the
       --------------
number of shares of Common Stock specified in the Warrant Certificate held by
such Holder at a purchase price of $.01 per share (the "Exercise Price") at any
time after 12:01 p.m. on March 20, 1997 and on or before 5:00 p.m. Boston Time
on such date (the "Expiration Date") as is specified in a written note (the
"Termination Notice") given by the Company to each registered holder of a
Warrant Certificate; provided that such Termination Notice may not be given
prior to March 19, 2004, and provided further that the Expiration Date shall be
at least thirty (30) days after the date on which the Termination Notice is
given.  The Exercise Price and the number of shares issuable upon exercise of
any Warrant are subject to adjustment upon the occurrence of certain events,
pursuant to the provisions of Section 8 of this Agreement.  Subject to the
provisions of this Agreement, the Holder of a Warrant shall have the right,
which may be exercised in whole or in part, to purchase from the Company, and
the Company shall issue and sell to such Holder, the number of fully paid and
non-assessable shares of Common Stock (together with any other shares of the
Company's Common Stock issuable upon exercise of Warrants, the "Shares")
specified in the Warrant Certificate held by such Holder. Such right shall be
exercised by surrender to the Company, or its duly authorized agent, of such
Warrant Certificate, with the Form of Election to Purchase attached thereto duly
completed and signed, and upon payment to the Company of the Exercise Price, as
adjusted in accordance with the provisions of Section 8, for the number of
Shares in respect of which the Warrant is then exercised. Payment of such
Exercise Price may be made in cash, by certified check or bank draft payable to
the order of the Company, by wire transfer of immediately available funds, or by
cancellation of the Warrant with respect to such number of Shares as have a fair
market value (determined in good faith by

                                       2
<PAGE>

the Board of Directors of the Company without regard to minority or illiquidity
discount) equal to the Exercise Price of the Warrants which are being exercised.
Upon such surrender of the Warrant Certificate and payment of the Exercise Price
as aforesaid, the Company shall issue and cause to be delivered with all
reasonable dispatch to or upon the written order of the Holder of such Warrant,
in such name or names as such Holder may designate (assuming such designation is
to a transferee as permitted under Paragraph 3 hereof), a certificate or
certificates for the number of full Shares so purchased, together with cash, as
provided in Section 15 of this Agreement, in respect of any fraction of a Share
otherwise issuable upon such surrender. Such certificate or certificates shall
be deemed to have been issued and any person or entity so designated to be named
therein shall be deemed to have become a holder of record of such Shares as of
the date of the surrender of the Warrant Certificate and payment of the Exercise
Price as aforesaid; provided, however, that if, at the date of surrender of a
Warrant Certificate and payment of such Exercise Price, the transfer books for
the Common Stock (or, upon adjustment, such other class of stock as may be
purchasable upon the exercise of the Warrant) shall be closed, the certificates
for the Shares in respect of which such Warrant is then exercised shall be
issued as of the date on which such books shall next be opened (whether before,
on or after the Expiration Date) and until such date the Company shall be under
no duty to deliver any certificate for such Shares; provided further, however,
                                                             ----------------
that the transfer books shall not be closed at any time for a period longer than
forty-eight (48) hours unless otherwise required by law. A Warrant shall be
exercisable, at the election of the Holder thereof, either for all or for part
only of the Shares specified in the Warrant Certificate and if any Warrant is
exercised in part prior to the Expiration Date, the Company shall issue a new
Warrant Certificate for the remaining number of Shares specified in the Warrant
Certificate so surrendered.

    5. Surrender of Warrant Certificates.  Any surrender of a Warrant
       ---------------------------------
Certificate for transfer pursuant to Section 3 above or upon exercise pursuant
to Section 4 above shall be made (a) to the Company at its principal office or
(b) to the Company at such other place or to such agent of the Company as the
Company shall hereafter notify the Holders.

    6. Mutilated or Missing Warrant Certificate. If a Warrant Certificate is
       ----------------------------------------
mutilated, lost, stolen or destroyed, the Company shall issue and deliver (a) in
exchange and substitution for and upon cancellation of any mutilated Warrant
Certificate or (b) in lieu of and in substitution for any Warrant Certificate
lost, stolen or destroyed, a new Warrant Certificate of like tenor representing
an equivalent right or interest.  Upon receipt by the Company of an affidavit of
the treasurer, assistant treasurer, or other responsible official of any
Purchaser (or, in the case of holders of Warrants other than a Purchaser,
evidence reasonably satisfactory to the Company) of the ownership of and the
loss, theft, destruction, or mutilation of a Warrant and (i) in case of loss,
theft, or destruction of a Warrant, of indemnity reasonably satisfactory to it,
or (ii) in the case of the mutilation of any Warrants, upon surrender and
cancellation thereof, the Company, at its expense, shall execute and deliver in
lieu thereof a new Warrant of like tenor. Transfer taxes or the like (if any)
shall be paid by the Purchaser or the transferee.

    7. Reservation of Common Stock, etc.  The Company shall reserve for so long
       ---------------------------------
as any Warrant remains outstanding a number of authorized and unissued Shares
sufficient to provide for the exercise of all such Warrants, and the transfer
agent for the Common Stock, which may be the Company (the "Transfer Agent"), is
hereby irrevocably authorized and directed at all times until the Expiration
Date to reserve such number of authorized and unissued Shares

                                       3
<PAGE>

as necessary for such purpose. The Company shall keep copies of this Agreement
on file with the Transfer Agent and shall supply the Transfer Agent with duly
executed stock certificates for such purpose and will itself provide or
otherwise make available any cash payable as provided in Section 15 of this
Agreement. All Warrant Certificates surrendered upon the exercise of Warrants
shall be canceled, and such canceled Warrant Certificates shall constitute
sufficient evidence of the number of Shares which have been issued upon the
exercise of Warrants. The Company shall furnish to the Transfer Agent a copy of
all notices of adjustment, and certificates related thereto, required to be
transmitted to each Holder pursuant to Section 8.6 hereof.

    8. Anti-dilution Adjustments.  The number and kind of Shares purchasable
       -------------------------
upon exercise of the Warrants shall be subject to adjustments from time to time
upon the happening of the events hereinafter specified. No adjustment shall be
made for any cash dividends or any Shares issued or issuable upon exercise of
the Warrants.  Notwithstanding any other provision hereof or of any Warrant, the
Exercise Price shall not in any event be less than the par value (if any) of the
Common Stock.  The Company hereby covenants that, to the extent permitted by
law, the par value of each share of Common Stock shall not be more than $.01 and
the Company will not increase such par value so long as any Warrant is
outstanding.

   8.1 Extraordinary Distributions.  If the Company makes any distribution of
       ---------------------------
its assets upon or with respect to its Common Stock, as a liquidating or partial
liquidating dividend, or other than as a dividend payable out of earnings or any
surplus legally available for dividends under the laws of the jurisdiction of
incorporation of the Company, each Holder of a Warrant shall, upon the exercise
of such Warrant after the record date for such distribution or, in the absence
of a record date, after the date of such distribution, receive, in addition to
the shares subscribed for, the amount of such assets (or, at the option of the
Company, a sum equal to the value thereof at the time of distribution as
reasonably determined in good faith by the board of directors of the Company)
which would have been distributed to such Holder if such Holder had exercised
such Holder's Warrant immediately prior to the record date for such distribution
or, in the absence of a record date, immediately prior to the date of such
distribution.

   8.2 Equitable Adjustments.  If the Company (i) declares or pays a dividend on
       ---------------------
its Common Stock in shares of its capital stock or makes a distribution in
shares of Common Stock, (ii) subdivides its outstanding Common Stock, (iii)
combines its outstanding Common Stock into a smaller number of shares of Common
Stock or (iv) issues any shares of its capital stock in a reclassification of
its Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing entity), the
number of Shares of Common Stock for which Warrants are exercisable in effect at
the time of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification shall be proportionately adjusted
so that the Holder of any Warrant exercised after such date shall be entitled to
receive the aggregate number and kind of shares which, if such Warrant had been
exercised immediately prior to such time, it would have owned upon such exercise
and been entitled to receive upon such dividend, subdivision, combination or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur, but no duplicative adjustment shall be made hereunder.

   8.3 Notice of Adjustment.  Whenever an adjustment is made pursuant to this
       --------------------
Section 8, the Company shall promptly cause a notice setting forth the adjusted
number of Shares

                                       4
<PAGE>

issuable upon exercise of each Warrant to be mailed to each Holder at such
Holder's last address appearing on the Warrant Register and shall cause a
certified copy thereof to be mailed to the Transfer Agent, if such Transfer
Agent is not the Company. The Company shall, upon the request in writing of the
Holders of a majority of the Warrants, retain a nationally recognized firm of
independent public accountants of recognized standing selected by the board of
directors of the Company to make any computation required by this Section 8, and
a certificate signed by such firm shall be conclusive evidence of the
correctness of such adjustment, which shall be binding on the Holders and the
Company.

   8.4 Reflection of Adjustments on Certificates.  Notwithstanding any
       -----------------------------------------
adjustments in the number or kind of Shares purchasable upon exercise of
Warrants, any Warrant Certificate theretofore or thereafter issued may continue
to express the same price and number and kind of Shares as are stated in the
Warrant Certificate initially issuable pursuant to this Agreement.

  9. [Intentionally Omitted].
     ---------------------

 10. Certain Events.  If any of the following occurs on or before the
     --------------
Expiration Date:

        (a) a consolidation or merger of the Company with or into another entity
     (other than any merger as to which the Company is the surviving corporation
     and there is no change in the Common Stock in connection therewith),

        (b) a liquidating dividend with respect to the Common Stock, or

        (c) a tender offer or exchange offer with respect to the Common Stock
     (other than a tender offer opposed by the Company's board of directors),

(each, an "Event"), then, in connection with any such Event, each Holder of a
Warrant shall have the right, in lieu of exercising such Warrant in advance of
such Event and receiving the consideration which a Holder of the Shares issuable
upon exercise of such Warrant would receive in connection with such
consolidation or merger, liquidating dividend or tender offer (the "Event
Consideration"), upon surrender of the Warrant Certificate evidencing such
Warrant to the Company or its duly authorized agent or to the depositary or
exchange agent, as the case may be, to receive the Event Consideration with
respect to the Shares for which such Warrant is exercisable reduced by the
Exercise Price. Such reduction in the Event Consideration shall first be applied
to any cash included in the Event Consideration and, to the extent that such
cash is less than the Exercise Price, the amount of the securities or other
property to be received by such Holder shall be reduced by an amount that,
together with any such cash, is (in the reasonable judgment of the Company's
board of directors) equal to the Exercise Price. The Company hereby covenants

        (A) to give notice of any Event specified in (a) or (b) above to each
     Holder of Warrants at least fifteen (15) business days in advance of the
     record date for determining stockholders' rights with respect to such
     Event, and

                                       5
<PAGE>

        (B) that any agreements, resolutions, offers or other documents with
     respect to any Event shall contain terms consistent with the provisions of
     this Section 10 and, in the case of any Event specified in (c) above, shall
     be forwarded to each Holder of Warrants.

The provisions of this Section 10 shall also apply to successive Events.

    11. Absence of Registration.   By acceptance of a Warrant Certificate
        -----------------------
evidencing the Warrant, each Holder represents and agrees that such Holder is
acquiring the Warrant, and that upon exercise thereof it will acquire the
Shares, with its own funds for its own account for investment, and not with a
view to any sale, distribution or transfer thereof in violation of the
Securities Act of 1933 (the "Securities Act").

     Each Holder acknowledges that such Holder has been informed by the Company
or by the previous Holder of the Warrant that the Warrant may not, under the
Securities Act and applicable regulations thereunder, be re-sold, transferred or
otherwise disposed of without registration under the Securities Act or an
applicable exemption from the registration requirements of the Securities Act.

Warrant Certificates and shares of Common Stock issuable upon exercise of
Warrants shall bear
the following legend:

     THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1993 (THE "ACT") OR THE SECURITIES LAWS OF ANY
     STATE. THIS SECURITY MAY NOT BE TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR
     OTHERWISE UNLESS (i) A REGISTRATION STATEMENT FOR THIS SECURITY UNDER THE
     ACT IS IN EFFECT OR (ii) THE CORPORATION HAS RECEIVED AN OPINION OF
     COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY TO THE CORPORATION TO THE
     EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR THE
     SECURITIES LAWS OF ANY STATE.

    12. Information Covenants.
        ---------------------

        12.1 Notice of Stockholder Meetings.  Except as otherwise expressly
             ------------------------------
stated herein, nothing contained in this Agreement shall be construed as
conferring upon any Holder the right to receive dividends, to vote or to consent
to or receive notice as a stockholder in respect of the meetings of stockholders
or the election of directors of the Company or any other matter, or any rights
whatsoever as a stockholder of the Company; provided, however, that if a meeting
                                            --------  -------
of the stockholders of the Company is called or if consents of the Company's
stockholders are solicited to consider and take action on a proposal for (i) the
declaration of a dividend with respect to Shares, other than in cash and payable
out of its earned surplus, (ii) the redemption or repurchase of any Shares,
other than pursuant to the Purchase Agreement, the Shareholders Agreement, or
the Redemption Agreement or pursuant to repurchase agreements with employees,
(iii) the voluntary dissolution of the Company or (iv) any consolidation, merger
or sale of all or substantially all of its property, assets, business and good
will as an entirety, then the Company shall cause a notice thereof to be sent by
first class mail, postage prepaid, at least

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<PAGE>

twenty (20) business days prior to the record date for determining stockholders
entitled to vote at such meeting or to take action with respect to such consent,
to each Holder of Warrants at such Holder's address appearing on the Warrant
Register; but failure to mail or to receive such notice or any defect therein or
in the mailing thereof shall not affect the validity of any action taken at such
meeting or by such consent.

   12.2 Notice of Distributions.  If the Company determines to make any
        -----------------------
distribution on its Common Stock, then the Company shall deliver a notice of its
intention to make such distribution by first class mail, postage prepaid, at
least twenty (20) business days prior to the record date for such distribution
to each registered Holder of Warrants at such Holder's address appearing on the
Warrant Register, but failure to mail or to receive such notice or any defect
therein or in the mailing thereof shall not affect the validity of any action
taken in connection with such distribution.

   12.3 Financial Statements, etc.  Notwithstanding Section 12.1 above, the
        --------------------------
Company shall promptly deliver to each Holder copies of all regular and periodic
financial information, proxy materials and other information and reports, if
any, which the Company or any of its subsidiaries shall file with the Securities
and Exchange Commission. In addition, the Company shall deliver to each Holder
all financial statements and other reports required to be delivered to holders
of Debentures pursuant to paragraph 3.1 of the Purchase Agreement.

   12.4  Proper Books and Records.  The Company covenants that it will keep
         ------------------------
proper books and records in which full, true and correct entries in conformity
with generally accepted accounting principles shall be made of all dealings and
transactions in relation to its business and activities.

    13. Notices.  Any notice pursuant to this Agreement to be given or made by
        -------
any Holder to or on the Company shall be made by hand delivery, prepaid first-
class mail (registered or certified, return receipt requested), telegraph,
facsimile transmission (receipt confirmed), or overnight air courier
guaranteeing next day delivery, addressed to the parties at their addresses set
forth in the Purchase Agreement.

Any notice or demand authorized by this Agreement to be given or made by the
Company to any Holder shall be sufficiently given or made (except as otherwise
provided in this Agreement) if sent as provided above, addressed to such
Holder's address appearing on the Warrant Register, with a copy, in the case of
a Purchaser, to James Westra, Hutchins, Wheeler & Dittmar, 101 Federal Street,
Boston, Massachusetts 02110 (facsimile transmission number: (617) 951-1295).

    14. Warrant Obligations Independent of Debt Obligations.  Pursuant to the
        ---------------------------------------------------
Purchase Agreement, the Company has issued 9% Senior Subordinated Debentures Due
March 18, 2002, and 9% Junior Debentures Due March 19, 2003 (collectively, the
"Subordinated Notes") to the Purchasers. The obligations of the Company or its
affiliates with respect to the Warrants, including, without limitation, the
obligations set forth in this Agreement, are independent of any obligations of
the Company under the Subordinated Notes, and such obligations with respect to
the Warrants shall remain valid and binding notwithstanding the performance of,
or any breach by the Company or its affiliates with respect to, their
obligations under the Subordinated Notes.

                                       7
<PAGE>

    15. Fractional Interests.  The Company shall not be required to issue
        --------------------
fractions of Shares on the exercise of Warrants. If the Company elects not to
issue fractions of Shares, then with respect to any fraction of a Share that
would otherwise have been issuable on the exercise of a Warrant, the Company
shall purchase such fraction for an amount in cash equal to the fraction of the
then current Exercise Price attributable to such fractional share.

    16. Binding Effect; Survival.  This Agreement shall survive the exercise of
        ------------------------
the Warrants and shall be binding upon the Company and its successors and
assigns and shall be binding upon and inure to the benefit of the Holders of the
Warrants and each holder of Shares issued upon exercise of the Warrants.

    17. Counterparts.  This Agreement may be executed in any number of
        ------------
counterparts, each of which so executed shall be deemed to be an original; but
such counterparts together shall constitute but one and the same instrument.

    18. Governing Law.  This Agreement shall be governed by and construed in
        -------------
accordance with the internal laws of the Commonwealth of Massachusetts.
                [The rest of this page intentionally left blank]

                                       8
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as an instrument under SEAL as of the date for first above written.

                              LOGICAL DESIGN SOLUTIONS, INC.:

                              LOGICAL DESIGN SOLUTIONS, INC.

                              By:  /s/ Mary Kay Brooks
                                 ---------------------------
                                    Name: Mary Kay Brooks

                                    Title:   President

                              SUMMIT VENTURES IV, L.P.:

                              By:         Summit Partners IV, L.P.,

                              its General Partner

                              By:         Stamps, Woodsum & Co. IV,

                              its General Partner

                              By:  /s/ Kevin Mohan
                                 --------------------------
                                    General Partner

                              SUMMIT INVESTORS III, L.P.

                              By:  /s/ Kevin Mohan
                                 --------------------------
                                    Authorized Signatory

                                   /s/ Paul F. Lozier
                              -----------------------------
                              Paul F. Lozier