EXHIBIT 10.53

                Stock Subscription and Stockholders' Agreement
                ----------------------------------------------

                  Agreement  made as of the 29th day of  November,  1999 between
Educational Video Conferencing,  Inc., a Delaware corporation with offices at 35
East  Grassy  Sprain  Road,  Suite 200,  Yonkers,  NY 10710  ("EVCI"),  Visiocom
Worldwide,  S.A., a Belgian  corporation  with  offices at 13/15 Avenue  Charles
Madoux,  Brussels,  Belgium  1160  ("Visio"),  the  individuals  whose names and
residence  addresses are set forth in Exhibit A hereto (each,  an "Investor" and
collectively,  the  "Investors")  and  Visiocom  USA  Incorporated,  a  Delaware
corporation that was  incorporated on October 1, 1999 (the "Company").  EVCI and
Visio  are  collectively  referred  to as the  "Founders".  EVCI,  Visio and the
Investors are sometimes each referred to as a "Subscriber" or "Stockholder"  and
collectively referred to as the "Subscribers" or the "Stockholders".

                              W I T N E S S E T H:
                              - - - - - - - - - -

          EVCI delivers  accredited  college  courses and degree  programs,  and
professional   development,   corporate   training   and  other   programs,   to
corporations,  government organizations and others by means of interactive video
conferencing systems.

          Visio provides business employees with "one-on-one"  training, via the
Internet and video  conferencing,  on how to use business software programs and,
using the same teaching  methods,  Visio also provides  business  employees with
language courses (the "Training Business").

          EVCI and Visio desire to finance,  from their own  resources  and from
the resources of the Investors, and operate the Company.

          The Investors desire to participate in the  financing of  the Company.

          The parties  desire to formalize  their  agreement with respect to the
initial  financing,  management and other matters affecting the Company and also
with  respect  to the  transfer  or other  disposition  of their  shares  of the
Company.

          NOW,  THEREFORE,  in  consideration  of the  premises,  and the mutual
covenants and obligations  hereinafter set forth,  EVCI, Visio and the Investors
agree as follows:

          1. Business and Offices of the Company. (a) The Company will engage in
the Training  Business in North America,  including the co-marketing  activities
referred to in Section 8.

          (b) The principal  office of the Company shall be located in Fairfield
County,  Connecticut,  or Westchester  County,  New York. The Company shall have
such  other  office  or  offices  as its  Board  of  Directors  ("Board")  shall
determine.

          2. Stock  Subscription  and  Issuance.  (a) EVCI and Visio each hereby
subscribes for the number of shares of the Company's  Series A Preferred  Stock,
("Series A Preferred"),  the terms of which are set forth in the  Certificate of
Designations  attached  hereto as Exhibit B, and common stock,  $.0001 par value
per share ("Common Stock"), for the aggregate price set forth below:

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                                                  EVCI                  VISIO
                                                 --------              ---------
          No. and aggregate price of shares        10,000                 10,000
          of Series A Preferred                  $250,000               $250,000
          No. and aggregate price of shares       150,000                150,000
          of Common Stock                           $15                      $15


          (b) Each Investor hereby subscribes for the number of shares of Series
A  Preferred  (for a  total  of  40,000  shares  by all the  Investors)  for the
aggregate  price ($25 per  share) set forth  opposite  such  Investor's  name in
Exhibit A to this Agreement.

          (c) The  certificates  for the Series A  Preferred  and  Common  Stock
subscribed for above shall be issued and delivered promptly after receipt by the
Company of full payment of the  applicable  subscription  price,  which could be
occurring simultaneously with the execution and delivery of this Agreement.

          (d) The form of promissory note referred to in Section 8(e) of Exhibit
B hereto is attached hereto as Exhibit B-1.

          3. Subscriber Representations and Warranties.

          Each of the Subscribers severally represents and warrants to the other
and the Company:

          (a) The  Subscriber  understands  that none of the  shares of Series A
Preferred (or underlying  Common Stock) or the Common Stock  (collectively,  the
"Securities")  has been registered  under the Securities Act of 1933, as amended
("Securities  Act"), or any state  securities laws in reliance on exemptions for
private offerings;  although federal securities laws will not prevent the resale
of the  Securities,  the  Securities  cannot be resold or otherwise  disposed of
unless they are subsequently  registered under the Securities Act and applicable
state  securities laws or an exemption from  registration is available,  and the
certificates  representing the Securities will bear a restrictive legend to such
effect;  there  may be no  public  market  for the  Securities  and  there is no
assurance one will develop in the future;  the  Subscriber  may have to hold the
Securities  indefinitely  and it may  not be  possible  for  the  Subscriber  to
liquidate the Subscriber's  investment in the Company; and the Subscriber should
not purchase the Securities  unless the Subscriber can afford a complete loss of
the Subscriber's investment and can bear the burden of owning the Securities for
an indefinite period of time.

          (b) The  Subscriber is subscribing  for the Securities  solely for the
Subscriber's  own  account  for  investment  and  not  with a view to or for the
resale, assignment,  distribution,  subdivision or fractionalization thereof. No
other person has a direct or indirect beneficial interest in the Securities.

          (c) The Subscriber  understands that the purchase of the Securities is
a speculative investment which involves a high degree of risk of loss.

          (d) The Subscriber is an "accredited investor" as that term is defined
under Rule 501(a) of Regulation D promulgated  under the  Securities Act because
the Subscriber:

               (i) is a natural person whose  individual net worth, or joint net
worth with the Subscriber's spouse, exceeds $1,000,000; or

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               (ii) is a natural  person  who had  individual  income  exceeding
$200,000 in each of the two most recent  calendar years or joint income with the
Subscriber's spouse exceeding $300,000 in each of those years and the Subscriber
has a reasonable expectation of reaching the same level of income in the current
year; or

               (iii) is a corporation,  Massachusetts  or similar business trust
or a partnership, limited liability company or similar entity not formed for the
specific  purpose of  acquiring  the  Securities,  with total  assets  exceeding
$5,000,000; or

               (iv)  is an  entity  in  which  all  of  the  equity  owners  are
accredited investors; or

               (v) is an  accredited  investor for another  reason that has been
disclosed to the Company in writing.

          (e) The Subscriber, alone, or together with the Subscriber's purchaser
representative,  if any, has such knowledge and experience in financial matters,
including   investments   in  securities   that  are   restricted  as  to  their
transferability,  that,  the  Subscriber is capable of evaluating  the risks and
merits of an investment in the Securities  and of making an informed  investment
decision.

          (f) The  address  set  forth  above  or in  Exhibit  A  hereto  is the
Subscriber's  correct  home  address  or,  if the  Subscriber  is other  than an
individual,  the correct address of the Subscriber's  principal office,  and the
Subscriber has no present intention of changing such address.

          (g) If a corporation,  partnership or other entity,  the Subscriber is
duly authorized to purchase and hold the Securities.

          (h) All  documents,  records  and  other  materials  pertaining  to an
investment in the Company which were requested by the Subscriber  have been made
available or delivered to the Subscriber.

          (i) The Subscriber has read and understands Exhibit C hereto regarding
the disqualifications  under the Connecticut "blue sky" law and has no knowledge
of any disqualification, after giving effect to the transactions contemplated by
this Agreement,  with respect to the Company or any of the Company's  directors,
officers,  beneficial owners of 10 percent or more of any class of the Company's
equity securities,  or any promoters (including the Founders) connected with the
Company in any capacity.

          4. The Company's  Representations  and Warranties.  The Company hereby
represents and warrants to the Subscribers as follows:

          (a) The Company is a corporation duly organized,  validly existing and
in good  standing  under the laws of the State of Delaware and has the corporate
power to conduct the business which it proposes to conduct.  A conformed copy of
the Company's  certificate of incorporation,  prior to filing the Certificate of
Designations,  is  attached  as Exhibit  D-1 hereto and a copy of the  Company's
bylaws is attached as Exhibit D-2 hereto.

          (b) All corporate action required to authorize the execution, delivery
and performance of this Agreement has been duly taken.

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          (c) The  Securities  have been duly and validly  authorized  and, when
issued,  paid for and delivered in accordance  with the terms of this Agreement,
will be duly and validly  issued,  fully paid and  nonassessable.  After  giving
effect to the issuance of the Securities,  (i) the Company's outstanding capital
stock will consist of 60,000 shares of Series A Preferred and 300,000  shares of
Common  Stock,  (ii) the Company  will not have any  obligation  (contingent  or
otherwise) to purchase, redeem or otherwise acquire any of its equity securities
except as provided in the Certificate of  Designation,  (iii) except for 300,000
shares of Common Stock  reserved for issuance  upon  conversion  of the Series A
Preferred  and 66,668  shares of Common Stock  reserved  for  issuance  upon the
exercise of options  granted to Timothy  Gilbert  and  Patrick  Dessein (to each
purchase  33,334  shares),  the Company  will not have any shares of its capital
stock reserved for issuance,  and (iv) except for the Series A Preferred and the
joint  venture  contemplated  by this  Agreement,  there will be no  outstanding
subscriptions, options, warrants, rights, calls or convertible securities, stock
appreciation rights (phantom or otherwise),  joint venture, partnership or other
commitments  of any  nature  relating  to  shares  of the  capital  stock of the
Company. As of the date hereof, the Company has no liability or indebtedness for
dividends or other distributions declared or accumulated but unpaid with respect
to any shares of stock.

          (d) This  Agreement  is a legal,  valid and binding  agreement  of the
Company enforceable in accordance with its terms except as enforceability may be
limited  by  bankruptcy,  insolvency  or other  laws  affecting  the  rights  of
creditors generally or by equitable principles.

          5. Board;  Committees;  Officers.  (a) The Board shall consist of nine
members.  Of the nine directors,  three shall be designated by EVCI, three shall
be designated by Visio and three shall be designated by the  Investors.  Each of
the Stockholders agrees to vote its shares of the Company to elect the designees
of the other;  provided,  however,  that each Stockholder  shall have a right to
approve the designees of the other  Stockholders,  which  approval  shall not be
unreasonably  withheld or delayed. In the event a vacancy occurs on the Board by
reason  of   resignation,   death,   disability,   or  any  other  reason,   the
Stockholder(s)  who  designated the director who has vacated his or her position
shall  likewise  be  entitled  to  designate  his or her  replacement,  and  the
Stockholders  shall vote as stockholders,  or cause their designees on the Board
to vote as directors, to so fill any such vacancy as promptly as possible.

            (b) The Board shall hold at least one meeting per calendar  quarter.
The presence of five directors  shall be necessary to constitute a quorum of the
Board for the transaction of business.  Except as provided below in this Section
5(b), the affirmative vote of five directors shall likewise be necessary for the
passage of any  resolution or the taking of any action at meetings of the Board.
The bylaws of the Company shall provide that the following matters shall require
the affirmative vote of at least seven members of the Board:

               (i) The  merger,  reorganization,  consolidation,  sale or  other
disposition of  substantially  all the assets or dissolution  and liquidation of
the Company.

               (ii) The amendment of the certificate of  incorporation or bylaws
of the Company.

               (iii)  Subject to Section  5(c),  the election of officers of the
Company  and the  assignment  of  authority  and  duties to any  officer  who is
required to act solely in  accordance  with the  authority  and duties,  if any,
assigned to such officer from time to time by the Board.

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               (iv) The approval,  or modification by more than $25,000,  of any
Budget (defined in Section 6(b)).

               (v) The  incurrence or assumption by the Company of any liability
for money  borrowed,  or the  guarantee by the Company of any  obligation of any
person, firm or corporation, in each case in excess of the greater of $25,000 or
an amount designated for such purpose in the current Budget.

               (vi) The  establishment  and maintenance of bank accounts and the
designation  of  authorized  signatories  on  such  accounts  otherwise  than in
accordance with Section 9(b) or in the event the Finance  Committee of the Board
is unwilling or unable to act with respect thereto.

               (vii) Any loan made by the Company.

               (viii) The issuance or  repurchase  of any shares of any class of
the Company.

               (ix)  The  establishment,  modification  or  termination  or  any
employee stock grant or option agreement or plan or any other benefit,  pension,
profit sharing, fringe benefit or similar plan.

               (x) The declaration of any dividend in any form.

               (xi) The approval of any employment arrangement with any employee
providing for compensation,  including fringe benefits, in excess of $50,000 per
annum;   provided,   however,  such  approval  shall  not  be  required  if  the
compensation level and the position the employee is being hired to fill has been
included in a Budget approved pursuant to Section 5(b)(iv).

               (xii) The institution,  or consenting to the institution,  of any
bankruptcy,  insolvency,   reorganization,   readjustment  of  debt  or  similar
proceeding  relating  to the  Company  under  the  law of any  jurisdiction;  an
assignment for the benefit of creditors;  or an application for or consenting to
the  appointment of any receiver,  trustee or similar  officer for any or all of
the property of the Company.

               (xiii)  Any  material  change in the  principal  business  of the
Company or the  establishment  of a new line of  business or class of product or
service.

               (xiv) The entering into of any transaction  with a Stockholder or
any of a Stockholder's affiliates.

               (xv) The designation or change of any committee of the Board.

               (xvi) The engagement or discharge of legal counsel or independent
auditors.

               (xvii) The dissolution and liquidation of the Company.

               (xviii) As required by Section 12(a).

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<PAGE>

               (xix)  Any  Board  determination  or  selection   (including  the
selection of an  independent  appraiser)  required  pursuant to the terms of the
Series A Preferred set forth in the Company's certificate of incorporation.

               (xx) The discharge of any officer of the Company whose employment
was approved pursuant to Section 5(b)(xi).

          (c) The officers of the Company shall be as set forth in the Company's
bylaws. The Chairman of the Board and the Chief Executive Officer of the Company
shall be  designated  by EVCI and the  Vice  Chairman  of the  Board  and  Chief
Operating  Officer of the Company shall be designated by Visio.  Initially,  the
Chairman of the Board shall be Dr. Arol I.  Buntzman,  the Vice  Chairman of the
Board  shall be  Patrick  Lang,  the Chief  Executive  Officer  shall be Timothy
Gilbert and the Chief  Operating  Officer  shall be Patrick  Dessein.  The Board
shall elect such officers to serve in accordance with the Company's  bylaws.  In
addition to presiding at meetings of stockholders or the Board in the absence of
the  Chairman of Board,  the  authority  and duties of the Vice  Chairman of the
Board shall be limited to the specific authority and duties, if any, assigned to
him or her by the Board in accordance with Section  5(b)(iii).  The Stockholders
shall  each  cause  their  respective  designees  on the  Board  to vote for the
election of persons so  designated  as officers  pursuant to this Section  5(c);
provided,  however, that any person designated by a Stockholder who is not named
above shall be approved by the other  Stockholders,  which approval shall not be
unreasonably withheld or delayed.

          6. Financial Statements;  Budgets;  Finance Committee. (a) In order to
keep the Board  currently  apprised of the  financial  condition  and results of
operations  of the  Company,  there shall be  delivered to each Board member (i)
until the Company has audited financial  statements showing at least one year of
net income,  monthly financial statements containing a balance sheet,  statement
of operations  and statement of cash flows which shall be unaudited but shall be
prepared in accordance with generally accepted accounting principles followed in
the United States  ("GAAP") and  delivered to Board  members  within 10 business
days after the end of the month to which they relate, (ii) thereafter, quarterly
financial  statements which containing a balance sheet,  statement of operations
and  statement of cash flows which shall be  unaudited  but shall be prepared in
accordance with GAAP and delivered to Board members within 45 days after the end
of the calendar quarter to which they relate. Each quarterly financial statement
shall also include a statement of  operations  for the year to date. In addition
to the monthly and quarterly financial  statements provided for above, the Board
shall retain  independent  auditors  (initially  authorized at the Board's first
meeting  following the date of this  Agreement),  to audit the annual  financial
statements  of the Company  and to prepare  and deliver to the Board,  within 90
days after the end of each fiscal year of the Company,  their formal  report and
opinion with respect thereto.

          (b) There shall be delivered to the Board for its review and approval,
at least 45 days prior to the end of each fiscal year of the  Company,  a budget
and business plan for the next succeeding year (collectively, the "Budget"). The
Budget  shall  also set forth in  reasonable  detail,  on a monthly  basis,  the
expected results of operations of the Company for the succeeding year.

          (c) The  Board  of  Directors  shall  designate  a  Finance  Committee
consisting of three members of the Board.  Each of EVCI, Visio and the Investors
shall have the right to designate one member of the Finance Committee from among
the  members  of  the  Board.   The  Stockholders  shall cause  their  designees
on  the  Board  to  vote  as  directors  to  appoint  EVCI's,  Visio's  and  the

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Investors'  designees and their successors as members of the Finance  Committee.
The Finance  Committee's duties and authority shall include the requirement that
it authorize, in advance, any single or related expenditures (including under an
agreement  requiring periodic payments) of from $5,000 to $25,000,  which has or
have not been  included  in a Budget  that  has  been  authorized  by the  Board
pursuant to Section 5(b)(iv).

          7. Visio  Royalty.  Visio shall be entitled to receive  royalties from
the Company in accordance with the provisions, that are consistent with the Term
Sheet  dated  October  19,  1999,  of an  agreement  to  be  authorized  by  the
affirmative vote of at least seven members of the Board at its first meeting.

          8. Co-Marketing  Agreement.  EVCI and VUSA shall provide  co-marketing
services and receive  compensation  therefor in accordance  with the provisions,
that are consistent  with the Term Sheet dated October 19, 1999, of an agreement
to be authorized by the affirmative  vote of at least seven members of the Board
at its first meeting.

          9. Books and Records;  Bank  Accounts.(a) All books and records of the
Company  shall be  reasonably  available  for  inspection  at the offices of the
Company   during   normal   business   hours  by  the   Stockholders   or  their
representatives. The Company shall maintain its books in accordance with GAAP.

          (b) The Company shall  maintain three bank accounts at a bank selected
by the Finance Committee that is proximate to the Company's  principal  offices.
One account shall be  designated  "Operating  Account" and shall contain  enough
funds to permit the  Company  to  operate  for one  calendar  quarter  under the
current  Budget.  The second account shall be designated  "Payroll  Account" and
shall be funded from the Operating Account as required to pay payroll. The third
account shall be designated  "Treasury Account" and shall contain the balance of
the  Company's  cash  resources  except to the extent such funds are invested in
short-term,  interest-bearing,  investment grade obligations. The signatories on
the Operating and Payroll  Accounts shall be the Company's  Chief  Executive and
Chief Operating  Officers and the  signatories on the Treasury  Account shall be
the Company's Chief Financial Officer and two members of the Finance Committee.

          10.  Restrictions on  Transferability of Stock. (a) None of the shares
of the  Company  owned by the  Stockholders  shall be sold,  assigned,  donated,
mortgaged,  pledged,  hypothecated or in any other way disposed of or encumbered
by a Stockholder  (each a "Transfer")  without the prior written  consent of the
other  Stockholders,  except as provided  in this  Agreement  and the  Company's
Certificate of Incorporation, as amended.

          (b)  Subject  to the  remaining  provisions  of this  Section  10, the
restrictions  on Transfer of Section  10(a) shall not apply to (A) any  Transfer
among Stockholders or by a Stockholder to a Related  Transferee  (defined below)
of  another  Stockholder,  or  (B)  any  Transfer  by a  Stockholder  who  is an
individual  (an  "Individual  Stockholder"):  (i) to or  among  such  Individual
Stockholder's spouse, children, grandchildren or other living descendants, or to
a trust or family  partnership  of which there are no principal  (i.e.,  corpus)
beneficiaries  or  partners  other  than  the  grantor  or one or  more  of such
Individual  Stockholder,   spouse,  children,   grandchildren  or  other  living
descendants  and,  provided,   in  the  case  of  a  trust,  that  the  existing
beneficiaries  and/or  trustee(s) and/or grantor(s) of such trust have the power
to act with respect to the trust's  assets  without  court  approval and, in the
case of a family  partnership,  that the partners  thereof have the power to act
with  respect  to the  partnership's  assets  without  court  approval  and  the
partnership is not permitted to (x)

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distribute assets to persons who are not among the relatives listed above or (y)
have partners who are not among the  relatives  listed above and (ii) to a legal
representative  of such  Individual  Stockholder  in the event  such  Individual
Stockholder  becomes  mentally  incompetent  or to such  Individual  Stockholder
becomes  mentally  incompetent  or to  such  Individual  Stockholder's  personal
representative  following the death of such Individual  Stockholder,  or (C) any
Transfer  by  any  Stockholder  that  is an  entity  to its  members,  managers,
officers,  directors,  stockholders  or  employers  or to an  affiliate  of such
Stockholder. An "affiliate" of a Stockholder is a person or entity that directly
or indirectly, through one or more intermediaries, controls or is controlled by,
or is under common control with, the Stockholder.  Transferees to whom Transfers
are permitted  pursuant to this Section 10(b) are referred to herein as "Related
Transferees".  References in this Agreement to a Founder or the Investors  shall
be deemed to include their Related Transferees.

          (c) No Transfer to a Related  Transferee  or pursuant to Section 11(d)
shall be  effective  unless the  transferee  shall  execute  and  deliver to the
Company  an  appropriate  document  in form and  substance  satisfactory  to the
Company in its reasonable  judgment,  confirming that the transferee  takes such
shares subject to all the provisions of this Agreement to the same extent as its
transferor was bound by and entitled to the benefits of such provisions.

          (d) In  connection  with an initial  public  offering of the Company's
equity securities ("IPO"), each Stockholder agrees to be subject to a lockup for
such period of time recommended by the underwriters, as the Board shall approve.
During such period,  each  Stockholder  agrees not to Transfer any shares of the
Company without the prior written consent of the underwriter(s).  This provision
is  self-operating  but each Stockholder  agrees to execute and deliver a lockup
agreement in such form requested by the underwriter(s).

          (e) In addition to the restrictive legend referred to in Section 3(a),
all  certificates  representing  shares of the Company owned by the Stockholders
shall be inscribed with the following legend:

            "Sale,   assignment,    pledge,   encumbrance   or   other
            disposition  of any  of the  shares  represented  by  this
            Certificate  is also limited and  restricted in accordance
            with  the  terms  of  a  Subscription  and   Stockholders'
            Agreement dated as of November 29, 1999, among Educational
            Video  Conferencing,  Inc.,  Visiocom  Worldwide  S.A. and
            other  stockholders of the Company,  a copy of which is on
            file at the principal office of the Company."


          11. Rights of First Refusal and Tag-Along Option.  (a) If, at any time
after  the  second  anniversary  of the date of this  Agreement,  a  Stockholder
receives an  irrevocable  and  unconditional  bona fide written offer (the "Bona
Fide Offer") from a financially responsible  unaffiliated person (the "Bona Fide
Offeror")  to  purchase  all or a portion  of such  Stockholder's  shares of the
Company  (the   "Offered   Shares"),   then  such   Stockholder   (the  "Selling
Stockholder")  shall give written notice thereof (the "Offering  Notice") to the
other Stockholders (the "Remaining Stockholders").  The Offering Notice shall be
accompanied  by a copy of the Bona  Fide  Offer,  shall  set  forth the name and
address of the Bona Fide Offeror and shall offer to sell all such Offered Shares
to the Remaining  Stockholders at the same price and on the same terms per share
set forth in the Bona Fide  Offer.  Any such Bona Fide  Offer must also apply to
the purchase of not less than all of the Remaining  Stockholder's  shares of the
Company, if any, which become included in the "Offered

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Shares" under Section  11(c),  at the same price and on the same terms per share
set forth in the Offering Notice.

          (b) Each Remaining Stockholder shall have the right to purchase all or
any portion of its pro rata portion of the Offered Shares (determined  according
to  ownership  of the  Company's  shares  assuming  conversion  of the  Series A
Preferred into Common Stock) by giving written notice of exercise to the Selling
Stockholder  by the 30th day  following  the date the Offering  Notice is given.
However, nothing contained herein shall prohibit the Remaining Stockholders from
agreeing  among  themselves  or with the Bona Fide  Offeror  as to the number of
Offered Shares to be purchased by each of them.

          (c) A Remaining  Stockholder shall have the right to have a proportion
of its shares of the Company (determined according to ownership of the Company's
shares assuming conversion of the Series A Preferred into Common Stock) included
in the Offered Shares for sale to the Bona Fide Offeror at the same price and on
the same  terms per share set  forth in the  Offering  Notice by giving  written
notice of exercise of such right by the 30th day following the date the Offering
Notice is given.

            (d) In the event the Remaining  Stockholders have not duly exercised
their  rights  to  purchase  a  portion  of  the  Offered  Shares,  the  Selling
Stockholder  shall be free to sell such  portion  of the  Offered  Shares  for a
period of 40 days after the  expiration of the period for such exercise but only
to the Bona Fide Offeror in accordance  with the terms described in the Offering
Notice; provided that, in the event any Remaining Stockholder has not elected to
have all of its shares  included in the Offered  Shares and,  subject to Section
16, as a  condition  of such sale,  the Bona Fide  Offeror  shall agree that the
Offered  Shares  shall  continue  to be subject  to the terms of this  Agreement
following  their  transfer to the Bona Fide Offeror by executing and  delivering
such  instruments  and documents as counsel for the Company shall deem necessary
and  appropriate  in  order  to make  the  Bona  Fide  Offeror  a party  to this
Agreement,  for all purposes,  in lieu of the Selling Stockholder.  In addition,
the  certificate  representing  such shares shall be  inscribed  with the legend
referred to in Section 10.

            (e) The Offered  Shares  (including  any Shares which become part of
the  Offered  Shares  under  Section  11(c)),  if any,  to be  purchased  by the
Remaining  Stockholders or the Bona Fide Offeror shall be sold at a closing that
takes place at the offices of the attorneys  for the Company  within 10 business
days after the 30th day referred to above in Section 11(b).  The purchaser shall
not receive valid title to any of such shares until all of them are purchased in
accordance  with the terms of the Offering  Notice.  The purchase  price for the
Offered Shares shall be paid against receipt of the certificate(s)  representing
the Offered  Shares being  purchased  endorsed in blank or  accompanied by stock
powers  endorsed in blank,  in either case with signature  guaranteed,  together
with such other  documents  as counsel for the Company  shall deem  necessary to
permit the transfer of such shares.

          12.  Drag-Along  Right.  (a) If either of the  Founders  or any of the
Investors (the "Proposing  Stockholder(s)")  propose(s) to make a bona fide sale
of all of their shares of the Company held by the Proposing  Stockholder(s) to a
non-affiliated party (the "Proposed Transferee"),  pursuant to any sale or other
disposition of such shares, including, without limitation, a stock sale, merger,
recapitalization,   consolidation,   reorganization,  restructuring  or  similar
transaction or series of  transactions  that has been approved by at least seven
of nine  members of the Board at a meeting duly called and held for such purpose
(an "Exit Transaction"),  then the Proposing Stockholder(s) shall have the right
(a "Drag-Along Right"),  exercisable  upon 30 days'  prior written notice to the

                                       9
<PAGE>

other  Stockholders,  to  require  the other  Stockholders  to sell all of their
shares of the Company  and, at the  election  of the  Proposing  Stockholder(s),
options to purchase or any other award or right to receive or acquire  shares of
Common  Stock  (whether  vested  or  unvested)  issued  pursuant  to  employment
agreements,  management  agreements  of otherwise  ("Options"),  to the Proposed
Transferee  on the  same  terms  and  conditions  and at the  same  price as the
Stockholders  exercising the Drag-Along Right. In the case of Series A Preferred
or the  Options,  the  purchase  price of each share of Series A  Preferred  and
Option shall be equal to the purchase price attributable to the number of shares
of Common Stock issuable upon  conversion of such Series A Preferred or exercise
of such Option less, in the case of the Option, the exercise price thereof.

          (b)  Each  Stockholder  selling  shares  of  the  Company  in an  Exit
Transaction (a "Drag-Along  Seller"),  agrees to cooperate in  consummating  the
Exit Transaction, including, without limitation, by becoming a party to the sale
agreement  and all  other  appropriate  related  agreements,  delivering  at the
consummation of the Exit Transaction,  stock  certificates and other instruments
for such shares of Common Stock, Series A Preferred or Options duly endorsed for
transfer, free and clear of all liens and encumbrances, and voting or consenting
in favor of such Exit  Transaction (to the extent a vote or consent is required)
and taking any other  necessary or appropriate  action in  furtherance  thereof,
including  the  execution  and  delivery  of any other  appropriate  agreements,
certificates,  instruments and other documents. The Proposing Stockholders shall
be responsible for all of the expenses of the Exit  Transaction  incurred by the
Proposing  Stockholder(s)  and the Drag Along Sellers  (including the reasonable
fees and disbursements of one separate counsel for the Drag Along Sellers,  as a
group).

          13. Restriction on Competition. (a) So long as a Stockholder maintains
a stock interest in the Company,and,  for a period of 12 months thereafter, such
Stockholder and its affiliates shall not, directly or indirectly,

               (i) as a stockholder,  partner,  investor,  lender, or otherwise,
participate or have any interest in the  ownership,  management,  operation,  or
control of any person, firm, corporation or enterprise,  other than the Company,
which is a competitor  of the Company in the  business  conducted by the Company
anywhere  in  North  America;  provided,   however,  such  Stockholder  and  its
affiliates may own, as a group, up to one percent of the equity  securities of a
corporation if the class of such equity  securities is registered  under Section
13(b) or 12(g) of the Securities Exchange Act of 1934 or,

               (ii) hire an employee of the Company or a Founder,  or solicit or
induce,  or authorize  any other person to solicit or induce any employee of the
Company  or a  Founder  to leave  such  employment  during  the  period  of such
employee's  employment  with the Company or a Founder or within six months after
such employment terminates;  provided,  however, nothing herein shall prohibit a
Founder from  continuing  or resuming the  employment of any person who left the
Founder's  employment  to become an  employee  of the  Company  or  remained  an
employee of the Founder while an employee of the Company,  as long as employment
by the Founder is not  prohibited  by any  contract  between such person and the
Company.

          (b) For the purposes of Section  13(a)(i),  the Investors shall not be
deemed  to be  affiliates  of one  another  solely  because  they are  Investors
provided they are not acting in concert.

                                       10
<PAGE>


          14.  Limits  of  Joint  Venture.  The  applicable  provisions  of this
Agreement  shall be  construed  and  deemed to be a joint  venture  for the sole
purposes  set forth  therein.  Nothing  herein  shall be  construed  to create a
general partnership among the parties for any purpose.

          15. Confidential  Information.  (a) In connection with the business of
the Company and the performance of this Agreement,  it is anticipated  that EVCI
and Visio will  disclose to the Company  and one  another,  and that the Company
will  disclose  to  the  Investors,  various  technical  information,  know-how,
proprietary data, and other  confidential  information.  In order to protect the
rights of each Founder and the Company to its  confidential  information,  it is
agreed that,  during the term of this Agreement and any period thereafter that a
Stockholder  is bound by the  non-compete  provisions of Section 13, none of the
Stockholders nor their respective officers, directors, employees or agents shall
disclose  or  use  any  confidential  information  of  the  other,  acquired  in
connection  with the  business  of the  Company,  other than for the  purpose of
furthering the business of the Company. If requested by either Founder or by the
Company,  the other  Stockholders  shall cause each of its officers,  directors,
employees  and agents having access to such  confidential  information  to enter
into an appropriate secrecy and non-disclosure  agreement,  the form and content
of  which  shall  be  reasonably   satisfactory  to  counsel  for  the  parties.
Confidential  information  does not include (i)  information  that is or becomes
publicly  available  through no wrongful act of the recipient,  (ii) information
obtained  from  third  parties  without  a breach  of any  other  non-disclosure
agreement,  (iii)  information  that is  independently  developed by a recipient
without  reference to the  confidential  information or, (iv) information that a
Stockholder is legally  compelled to disclose,  pursuant to any subpoena,  court
order or similar process issued by a court or governmental body.

          (b) A Stockholder  shall give the Company prompt notice of any attempt
to legally compel the Stockholder to disclose  Confidential  Information so that
the Company can seek a protective  order or waive the  Stockholder's  compliance
with the provisions of Section 13(a).

          16. Termination. This Agreement shall terminate the earlier of (i) the
date written  consent  thereto is given by (x) the  Founders  and (y)  Investors
owning 70 percent of outstanding  Series A Preferred and Common Stock into which
the Series A  Preferred  has been  converted;  or (ii) the closing of an IPO; or
(iii) the closing of an Exit Transaction;  or (iv) the date the Founders and the
Investors  collectively  cease to own a majority  of the  outstanding  shares of
Series A Preferred and Common Stock.

          17. Specific  Performance.  The parties hereto  acknowledge that there
would be no  adequate  remedy at law if any party  fails to  perform  any of its
obligations  hereunder and,  accordingly,  agree that each party, in addition to
any  other  remedy to which it may be  entitled  at law or in  equity,  shall be
entitled to compel  specific  performance of the  obligations of the other party
under  this  Agreement  in  accordance  with the  terms and  conditions  of this
Agreement.

          18. Titles.  The titles,  captions or headings of the Sections  herein
are inserted for convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.

          19. Notices. All notices,  requests,  demands and other communications
which are required or may be given under this Agreement  shall be in writing and
shall be deemed to have been duly given upon  receipt if  personally  delivered,
receipt  acknowledged  (which shall include Federal Express or similar service);
when  transmitted  if  transmitted  by  telecopy,  receipt  confirmed;  and upon

                                       11
<PAGE>


receipt if sent by certified or registered mail,  return receipt  requested.  In
each case notice shall be sent:

                  If to  EVCI:  Educational  Video  Conferencing,  Inc.
                                35 East Grassy Sprain Road
                                Suite 200
                                Yonkers, NY 10710
                                Attn: Dr. Arol I. Buntzman, Chairman
                                Facsimile: (914) 395-5111

               with a copy to:  Fischbein Badillo Wagner Harding
                                909 Third Avenue
                                New York, NY 10022
                                Attn: Joseph D. Alperin, Esq.
                                Facsimile: (212) 644-3601

                  If to Visio:  Visiocom Worldwide, S.A.
                                13/15 Avenue Charles Madoux
                                Brussels, Belgium 1160
                                Attn: Patrick Lang, President
                                Facsimile: 011-322-629-8971

                with a copy to: Hutchins, Wheeler & Dittmar
                                101 Federal Street
                                Boston, MA  02110
                                Attn: James Westra, Esq.
                                Facsimile: (617) 951-1295

           If to the Investors: L&L Capital Partners LLC
                                274 Riverside Avenue
                                Westport, CT  06880
                                Attn: E. Bulkeley Griswold
                                Facsimile: (203) 222-3033

                with a copy to: Levett Rockwood P.C.
                                33 Riverside Avenue
                                Westport, CT  06880
                                Attn: Cheryl L. Johnson, Esq.
                                Facsimile: (203) 226-8025

          20. Jointly Drafted  Agreement.  The parties  acknowledge that each of
them, and their  attorneys,  have had the  opportunity to draft and comment upon
this  Agreement,  and have in fact done so, and that this Agreement is the joint
product of negotiations  between them. The parties agree that in construing this
Agreement  each term shall be given its  ordinary  meaning.  Each  party  waives
application of the doctrine of construction against the drafter and acknowledges
that  the  parties  shall  jointly  be  considered  to be the  drafters  of this
Agreement.

          21.  Successors and Assigns.  This Agreement shall be binding upon and
shall  inure to the  benefit  of the  parties  and  their  respective  permitted
transferees of their shares of the

                                       12
<PAGE>


Company.  If any Stockholder or any such transferee  shall acquire any shares of
the  Company,  in any manner,  whether by operation  of law or  otherwise,  such
shares  shall be held  subject  to all of the terms of this  Agreement  and,  by
taking and holding such shares, such person shall be conclusively deemed to have
agreed to be bound by and to  perform  all of the terms and  provisions  of this
Agreement.

          22.  Governing Law. This Agreement shall be governed and construed and
enforced in accordance with the laws of the State of Delaware, without regard to
the principles of conflicts of law.

          23. Severability.  If any term or provision of this Agreement shall to
any extent be invalid or  unenforceable,  the remainder of this Agreement  shall
not be affected  thereby,  and each other term and  provision of this  Agreement
shall be valid and enforceable to the fullest extent  permitted by law. Upon the
determination that any term or other provision is invalid,  illegal or incapable
of being  enforced,  the parties  shall  negotiate  in good faith to modify this
Agreement  so as to effect their  original  intent as closely as possible to the
end that transactions contemplated hereby are fulfilled to the extent possible.

          24. No Third Party  Beneficiaries.  The  provisions of this  Agreement
shall be only for the  benefit  of the  parties to this  Agreement  and no other
person  or  entity  shall  have any  third  party  beneficiary  or  other  right
hereunder.

          25. Entire Agreement; Amendments and Waivers. This Agreement, together
with all exhibits hereto,  constitutes the entire agreement  between the parties
pertaining to the subject  matter hereof and  supersedes  all prior  agreements,
understandings,  negotiations and discussions,  whether oral or written,  of the
parties.  No amendment,  supplement,  modification  or waiver of this  Agreement
shall be binding  unless  executed in writing by the party to be bound  thereby,
except that all of the Investors  shall be bound if Investors  owning 70 percent
of the Common  Stock owned by all of the  Investors,  assuming  for such purpose
that the Series A Preferred has been  converted  into Common Stock in accordance
with its terms.  No waiver of any provision of this Agreement shall be deemed or
shall  constitute  a  waiver  of any  other  provision  hereof  (whether  or not
similar),  nor shall any waiver  constitute a continuing waiver unless otherwise
expressly provided therein.

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

          27. Dispute Resolution.  Any and all disputes, claims or controversies
arising out of or relating to this  Agreement  that are not  resolved  within 10
business days may be submitted to final and binding arbitration in New York City
before J-A-M-S, or its successor, pursuant to the United States Arbitration Act,
9 U.S.C. Sec. 1 et seq. A party may commence the arbitration  process called for
in this Agreement by filing a written demand for arbitration with J-A-M-S,  with
a  copy  to  all  persons  and  entities  entitled  to  notices  hereunder.  The
arbitration  will be conducted in  accordance  with the  provisions  of J-A-M-S'
Streamlined  Arbitration Rules and Procedures in effect at the time of filing of
the demand for  arbitration.  The parties to the arbitration will cooperate with
J-A-M-S and with one another in selecting an arbitrator  from J-A-M-S'  panel of
neutrals,  and in  scheduling  the  arbitration  proceedings  so  that  a  final
determination  can be made within 30 days after  submission to arbitration.  The
parties  to  the  arbitration   covenant  that  they  will  participate  in  the
arbitration  in good  faith,  and that they will  share  equally  in its  costs.
However, once an award is entered, the losing

                                       13
<PAGE>


party shall be responsible  for paying all of the winner's costs and expenses of
the  arbitration,  including  attorneys' fees. The provisions of this Section 27
may be enforced by any Court of competent  jurisdiction,  and the party  seeking
enforcement  shall be  entitled  to an award of all  costs,  fees and  expenses,
including  attorneys'  fees, to be paid by the party against whom enforcement is
ordered.

          28. Survival. The provisions of 13, 15, 17, 18, 19, 20, 21, 22, 23, 27
and 28 shall survive the termination of this Agreement.

          29.  Expenses.  The Company shall pay or reimburse all reasonable fees
and disbursements of legal counsel to EVCI, Visio and the Investors upon receipt
of  appropriate  invoices and all of the proceeds of the sale of the  Securities
under this Agreement (the "Closing").

          30. Consulting Fees. Promptly after the Closing, the Company shall pay
Alfus Financial Services LLC $30,000 and L&L Capital Partners,  LLC $112,050 for
services  rendered in  connection  with the  transactions  contemplated  by this
Agreement.

          IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be
executed and delivered as of the date and year first above written.

EDUCATIONAL VIDEO CONFERENCING, INC.            VISIOCOM WORLDWIDE, S.A.


By:/s/ Arol I. Buntzman                         By:/s/ Patrick Lang
   ---------------------------------------         -----------------------------
      Arol I. Buntzman, Chairman                      Patrick Lang, President


VISIOCOM USA INCORPORATED


By:/s/ Arol I. Buntzman                         By:/s/ E. Bulkeley Griswold
   ---------------------------------------         -----------------------------
      Arol I. Buntzman, Chairman                       E. Bulkeley Griswold



                                                 NAKOMA INVESTMENTS, LLC



/s/ Kenneth Fadner                               By: /s/ Irwin F. Smith
--------------------------------------------        ----------------------------
              Kenneth Fadner                            Irwin F. Smith
                                                        Authorized Signatory

L&L CAPITAL PARTNERS, LLC                        SOUTH SHORE CAPITAL FUND LTD.


By: /s/   E. Bulkeley Griswold                  By: /s/ David K. Sing
    ---------------------------------------         ----------------------------
      E. Bulkeley Griswold                             David S. King
      Authorized Signatory                             Authorized Signatory
                                                       Navigator Management Ltd.
                                                       Director
                                       14

<PAGE>

            The  undersigned  hereby  agree  to be bound  by the  provisions  of
Section 12 of the foregoing Subscription and Stockholder's Agreement and to also
be bound  by,  and to be  deemed  a  Stockholder  for all  purposes  under  such
Agreement  with  respect to of any shares of Common  Stock  acquired by him upon
exercise of stock options or otherwise.

                                                /s/ Timothy Gilbert
                                                --------------------------------
                                                    Timothy Gilbert


                                                /s/ Patrick Dessein
                                                --------------------------------
                                                    Patrick Dessein



                                       15
<PAGE>

                                                                       Exhibit A


                   INVESTORS IN VISIOCOM USA INCORPORATED
                   --------------------------------------
<TABLE>
<CAPTION>



                                                                     No. of Shares of Series A
                                                                            Preferred                Total
       Name                                 Address                         Purchased            Purchase Price
       ----                                 -------                  -------------------------   --------------

<S>                                <C>                                   <C>                        <C>
E. Bulkeley Griswold                L&L Capital Partners, LLC              3,000                     $75,000
                                    274 Riverside Avenue
                                    Westport, CT  06880

L&L Capital Partners, LLC           c/o Stephen T. Rossetter               1,000                      25,000
                                    274 Riverside Avenue
                                    Westport, CT  06880

Nakoma Investments, LLC             c/o Irwin F. Smith                    12,000                     300,000
                                    7716 East Black Mountain Road
                                    Scottsdale, AZ  85262

Southshore Capital Fund LTD         c/o Daniel Pickett                     6,000                     150,000
                                    Southridge Capital
                                    90 Grove Street
                                    Ridgefield, CT  06877

Kenneth Fadner                      145 Pipers Hill Road                  18,000                     450,000
                                                                          ------                  ----------
                                    Wilton, CT  06897

                                                                          40,000                  $1,000,000
                                                                          ======                  ==========
</TABLE>


<PAGE>

                                                                       Exhibit B

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                            SERIES A PREFERRED STOCK

                   (Pursuant to Section 151(g) of the General

                    Corporation Law of the State of Delaware)



          VISIOCOM USA INCORPORATED,  a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"),  does hereby certify that
pursuant to authority  conferred upon the Board of Directors of the  Corporation
(the  "Board") by Article  FOURTH of the  Certificate  of  Incorporation  of the
Corporation  (the  "Certificate  of  Incorporation")  and Section  151(g) of the
General  Corporation  Law of the State of Delaware (the  "DGCL"),  the Board has
duly  adopted the  following  resolutions,  which are not in  conflict  with any
provisions of the Certificate of Incorporation or the Corporation's Bylaws.

          RESOLVED,  that the Board hereby fixes and determines the  designation
of, the number of shares constituting, and the rights, preferences,  privileges,
and restrictions relating to, a series of Preferred Stock, as follows:

          1. Designation; Amount; Stated Value.
             ---------------------------------

          From the Corporation's  100,000  authorized shares of Preferred Stock,
$.0001 par value,  60,000 shares are hereby  designated Series A Preferred Stock
("Series A Preferred") with the rights, preferences, privileges and restrictions
specified herein.  Each share of Series A Preferred shall have a stated value of
$25.00 (the "Stated  Value") and all shares of Series A Preferred  shall have an
aggregate Stated Value of $1,500,000.

          2. Dividends.
             ---------

               (a) The  holders  of record of the  Series A  Preferred  shall be
entitled to receive dividends upon the occurrence of the first to occur of (i) a
liquidation  pursuant  to Section 3, (ii) an  automatic  conversion  pursuant to
Section 5 and (iii) a  redemption  pursuant  to  Section  8, out of any  surplus
legally  available  therefor,  at a rate per annum equal to nine percent (9%) of
the Stated  Value.  Dividends  shall accrue from the initial date of issuance of
the Series A Preferred (the  "Original  Issue Date") and shall be cumulative and
compounded annually.

               (b) Shares of Series A Preferred that are automatically converted
pursuant  to  Section 5 or  redeemed  pursuant  to  Section  8 shall not  accrue
dividends following the date the conversion or redemption is deemed effected. In
the case of conversion,  all accrued and unpaid dividends shall be paid,  either
in cash or by  issuance to the record  holder  thereof a number of shares of the
Corporation's  Common Stock, $.0001 par value (the "Common Stock"),  which, when
multiplied by the Conversion Price,  equals the aggregate amount of the dividend
to be paid. The Board shall determine, in its sole discretion, whether dividends
are to be paid in cash or by the issuance of shares of Common Stock. In the case
of redemption, all accrued and unpaid dividends shall be paid in cash.


<PAGE>


               (c) No dividends  or other  distributions  shall be paid,  or set
apart for payment,  on any shares of Common Stock or other  capital stock of the
Corporation ranking junior as to dividends to the Series A Preferred, unless and
until all accrued and unpaid dividends on the Series A Preferred shall have been
paid or set apart for payment.

          3. Liquidation  Preference.  Subject  to Section 5, in the event of a
liquidation or dissolution and winding up of the Corporation,  whether voluntary
or  involuntary,  the  holders  of record  of the  Series A  Preferred  shall be
entitled to receive  ratably in full,  out of lawfully  available  assets of the
Corporation, whether such assets are stated capital or surplus of any nature, an
amount in cash per  outstanding  share of Series A Preferred equal to the sum of
the Stated Value and all dividends  (whether or not declared) accrued and unpaid
thereon, as of the date of final distribution hereunder to such holders,  before
any payment shall be made or any assets distributed to the holders of the Common
Stock or other capital stock of the Corporation ranking junior as to liquidation
to the Series A Preferred. If, upon any liquidation, dissolution and winding up,
the amount available for such payment to the holders of Series A Preferred shall
not be sufficient to pay in full the amounts  payable on the Series A Preferred,
the  holders of the  Series A  Preferred,  and any other  class or series of the
Corporation's  capital stock which may hereafter be created  having parity as to
liquidation rights with the Series A Preferred,  shall share in the distribution
of the amount available in proportion to the respective  preferential amounts to
which each is entitled.

          4. Voting Rights. Each share of a Series A Preferred shall entitle the
holder  thereof to such number of votes per share on matters  requiring the vote
or  consent  of the  holders of Common  Stock as shall  equal the  number  (with
fractions  being  rounded to the nearest whole number) of shares of Common Stock
into which each share of Series A Preferred  is  convertible  at the record date
for the determination of stockholders entitled to vote on such matters or, if no
such record date is  established,  at the date such vote is taken or any written
consent  of  stockholders  is  solicited.  The  holders  of  shares  of Series A
Preferred  and the holders of Common Stock shall at all times vote as one class,
together  with the  holders  of any  other  class  of  stock of the  Corporation
accorded  such general  class  voting  right.  In addition,  the approval of any
action either (i) altering the rights, preferences or privileges of the Series A
Preferred  or (ii)  creating  any new class or series of shares  having  rights,
preference  or  privileges  senior to or on parity with the Series A  Preferred,
shall require the consent of a majority in interest of the outstanding shares of
Series A Preferred.

          5. Automatic Conversion.
             --------------------

          (a)  All   outstanding   shares  of  Series  A   Preferred   shall  be
automatically  converted  into  fully paid and  non-assessable  shares of Common
Stock,  in the event of (i) an initial public  offering of equity  securities of
the  Corporation,  (ii) a  liquidation  or  dissolution  and  winding  up of the
Corporation,  or (iii) the sale of the  Corporation  pursuant  to a stock  sale,
merger, consolidation, recapitalization,  reorganization, restructuring, sale of
all or substantially all of the assets of the Corporation or similar transaction
or series  of  transactions  (each of (i),  (ii) and  (iii)  being a  "Liquidity
Transaction"),   and  provided  the   Corporation's   value  in  such  Liquidity
Transaction is not less than $7,050,000. Such conversion shall be at the rate of
one share of Common Stock for each $5.00,  subject to  adjustment as provided in
Section 6 (the  "Conversion  Price")  of an  amount  equal to the sum of (x) the
Stated Value of the Series A Preferred duly  surrendered  for conversion and (y)
any accrued and unpaid dividends thereon that the Corporation has elected to pay
in Common Stock.  Written notice of such automatic  conversion shall be given by
the Corporation to the holders of Series A


                                      B-2

<PAGE>

Preferred  at least 10 days prior to the  closing of the  Liquidity  Transaction
(the  "Liquidity  Transaction  Closing"),   unless  the  Corporation  reasonably
believes a holder of Series A Preferred has actual  knowledge of such  automatic
conversion.

               (b) In order to receive  certificates  for shares of Common Stock
into which Series A Preferred shall have been automatically  converted, a holder
of record of Series A Preferred shall surrender the certificate(s)  representing
such shares, endorsed in blank or accompanied by stock powers endorsed in blank,
in  either  case  with  signature  guaranteed,  at the  principal  office of the
Corporation or the Corporation's transfer agent for its Common Stock, or at such
other office as the Corporation may designate,  and shall give written notice to
the  Corporation,  that sets forth the name or names in which the certificate or
certificates  for shares of Common  Stock are to be issued;  provided,  however,
that nothing in this  Certificate of Designations  shall be deemed to permit any
holder of Series A Preferred  to  designate  another  person to be the holder of
Common Stock issuable upon  conversion of the Series A Preferred if the issuance
to such other  person  would  violate  Federal or state  securities  laws or any
agreement  a holder of Series A  Preferred  has with the  Corporation  regarding
restrictions on  transferability  of any securities of the  Corporation  held by
such  holder.  Within 10 business  days after  surrender  of the  certificate(s)
representing  the Series A Preferred and payment by the holder of any applicable
transfer  or similar  taxes,  the  Corporation  shall  issue and  deliver  (i) a
certificate  or  certificates  for the  number of full  shares  of Common  Stock
issuable upon  conversion,  in the name or names and to the address or addresses
specified  in the  Conversion  Notice,  subject  to  any  such  restrictions  on
transferability,  and (ii) a check in payment for any fractional shares pursuant
to Section 10 and any accrued and unpaid dividends, if any, that the Corporation
has elected to pay in cash pursuant to Section 2(b).

               (c) The  conversion of the Series A Preferred  shall be deemed to
have  been  effected  simultaneously  with  the  consummation  of the  Liquidity
Transaction Closing. Whereupon, each holder shall cease to be a stockholder with
respect to the Series A Preferred and all rights whatsoever with respect to such
shares  shall  terminate  (except the rights of the holder to receive  shares of
Common Stock and cash in respect of fractional shares pursuant to Section 10 and
to receive  accrued  and unpaid  dividends  pursuant to Section  2(b)),  and the
person or persons in whose name any certificate(s) for Common Stock are issuable
upon such conversion  shall be deemed to have become the holder of record of the
shares represented thereby.

          6. Adjustment of Conversion Price.
             ------------------------------

               (a) In the event the Corporation (i) declares any dividend on the
Common Stock in shares of its capital stock,  (ii)  subdivides  the  outstanding
shares of the Common Stock into a larger  number of shares,  (iii)  combines the
outstanding  shares of the Common Stock into a smaller number of shares, or (iv)
issues by  reclassification of the Common Stock any shares of its capital stock,
then the  Conversion  Price in effect on the record date for such dividend or on
the effective date of such subdivision, combination or reclassification shall be
proportionately  adjusted  so that the  record  holder of any shares of Series A
Preferred

                                      B-3
<PAGE>

converted  after such date shall be  entitled  to receive the kind and amount of
shares which such holder  would have owned or have been  entitled to receive had
such shares of Series A Preferred been converted immediately prior to such date.
Such adjustment shall be made successively whenever any event listed above shall
occur. If, as a result of an adjustment made hereunder, the holder of any shares
of Series A Preferred  shall  become  entitled to receive  shares of two or more
classes of capital  stock or shares of Common Stock and other  capital  stock of
the  Corporation,  the Board shall  determine  the  allocation  of the  adjusted
Conversion  Price  between  shares of such classes of capital stock or shares of
Common Stock and other capital stock.

               (b) After each  adjustment of the  Conversion  Price  pursuant to
this Section 6, the Corporation  will promptly  prepare a certificate  signed by
the Chief  Financial  Officer of the  Corporation  setting forth the  Conversion
Price as so adjusted,  and a brief  statement of the facts  accounting  for such
adjustment.  The Company will promptly cause a brief summary  thereof to be sent
by ordinary first class mail to each record holder of Series A Preferred at such
holder's  last  address  as it  shall  appear  on  the  registry  books  of  the
Corporation or its transfer agent, unless the Corporation  reasonably believes a
holder of Series A Preferred has actual notice of the adjusted  Conversion Price
and the facts accounting for such adjustment. No failure to mail such notice nor
any defect therein or in the mailing  thereof shall affect the validity  thereof
except to the extent a holder of Series A Preferred  shall have suffered  actual
damages as a result  thereof.  The  affidavit  of the  Secretary or an Assistant
Secretary  of the  Corporation  that such notice has been mailed  shall,  in the
absence of fraud, be prima facie evidence of the facts stated therein.

               (c) As used in this Section 6, the term "Common Stock" shall mean
and include the Corporation's Common Stock authorized on the Original Issue Date
and  shall  also  include  any  capital  stock of any  class of the  Corporation
thereafter authorized which shall not be limited to a fixed sum or percentage in
respect of the rights of the holders  thereof to participate in dividends and in
the  distribution  of assets  upon the  voluntary  liquidation,  dissolution  or
winding up of the Corporation;  provided, however, that the shares issuable upon
conversion  of the Series A Preferred  shall  include  only shares of such class
designated in the Corporation's  Certificate of Incorporation as Common Stock on
the Original Issue Date or, in the case of any reclassification of the character
referred to in Section 6(a),  such shares of Common Stock as so  reclassified or
changed.

               (d)  Any  determination  as  to  whether  an  adjustment  in  the
Conversion Price in effect is required  pursuant to this Section 6, or as to the
amount of any such adjustment, if required, shall be binding upon the holders of
the Series A Preferred and the Corporation if made in good faith by the Board.

          7. Reservation of Shares; Payment of Taxes.
             ---------------------------------------

               (a) The  Corporation  covenants that it will at all times reserve
and keep available out of its authorized Common Stock, solely for the purpose of
issue upon conversion of the Series A Preferred, such number of shares of Common
Stock as shall then be issuable upon the conversion of all outstanding  Series A
Preferred. The Corporation covenants that all shares of Common Stock which shall
be issuable  upon  conversion  of the Series A Preferred  shall,  at the time of
delivery,  be duly and validly issued,  fully paid,  nonassessable and free from
all taxes,

                                      B-4

<PAGE>


liens and charges with respect to the issue thereof  (other than those which the
Corporation shall promptly pay or discharge, subject to Section 7(b)).

               (b) The Corporation  shall pay all documentary,  stamp or similar
taxes and other  governmental  charges  that may be imposed  with respect to the
issuance of the Series A Preferred, or the issuance or delivery of any shares of
Common Stock upon conversion of the Series A Preferred; provided, however, that,
if the shares of Common  Stock are to be delivered in a name other than the name
of the holder of record of the certificate  representing  any Series A Preferred
being  converted,  then  no  such  delivery  shall  be made  unless  the  person
requesting the same has paid to the  Corporation the amount of transfer taxes or
charges incident thereto, if any.

          8. Optional Redemption; Right of First Refusal.
             -------------------------------------------

               (a) Subject to Section  8(c),  and in the event that a conversion
has not  occurred  pursuant  to  Section  5,  the  Series A  Preferred  shall be
redeemable  at the  sole  option  of the  holder  of  Series  A  Preferred  (the
"Redeeming  Holder"),  exercisable  during  the  period  of 90 days  immediately
following the fourth anniversary of the Original Issue Date at a price per share
equal to the sum of the Stated Value and all dividends (whether or not declared)
accrued  and unpaid  thereon  through  the date the  Redemption  Notice is given
pursuant to Section 8(b) (the "Redemption Price").

               (b) The holder of shares of Series A Preferred  may exercise such
redemption right by giving notice to the Corporation (the "Redemption  Notice"),
within  such  90 day  period,  of  such  holder's  intent  to  surrender  to the
Corporation for redemption all or a specified  portion of the Series A Preferred
(the  "Redemption  Shares"),  at the principal  office of the Corporation or the
Corporation's transfer agent, accompanied by the certificate(s) representing the
Redemption  Shares  being so  surrendered  for  redemption  endorsed in blank or
accompanied  by stock powers  endorsed in blank,  in either case with  signature
guaranteed.

               (c) Within five days after receipt of the  Redemption  Notice and
such  certificate(s),  the  Corporation  shall transmit a copy of the Redemption
Notice   to   the   Corporation's   remaining   stockholders   (the   "Remaining
Stockholders").  Each Remaining Stockholder shall have the right to purchase all
or any  portion of its pro rata  portion of the  Redemption  Shares  (determined
according to ownership  of the  Corporation's  shares,  assuming  conversion  of
Series A Preferred into Common Stock),  at a price per share equal to the higher
of the Per Share Market Price and the Redemption Price, by giving written notice
of  exercise  to the  Redeeming  Holder  and the  Corporation  by the  45th  day
following the date the Corporation  transmits a copy of the Redemption Notice to
each Remaining Stockholder.  "Per Share Market Price" means the price determined
by an independent  appraiser  selected by the Board.  Nothing  contained  herein
shall prohibit the Remaining Stockholders from agreeing among themselves or with
the Redeeming  Holder as to the number of  Redemption  Shares to be purchased by
each of them.

               (d)  The  Redemption  Shares  to be  purchased,  if  any,  by the
Remaining  Stockholders  shall  be sold at a  closing  that  takes  place at the
offices of the attorneys for the  Corporation  within 10 business days after the
45th day referred to in Section  8(c).  The  purchaser  shall not receive  valid
title to any of such shares until  all  of  them  are  purchased.  The  purchase


                                      B-5
<PAGE>


price  (either  the  Redemption  Price or the Per Share  Market  Price)  for the
Redemption   Shares  shall  be  paid  against  receipt  of  the   certificate(s)
representing  the  Redemption  Shares  being  purchased  endorsed  in  blank  or
accompanied  by stock powers  endorsed in blank,  in either case with  signature
guaranteed,  together with such other documents as counsel for the Company shall
deem necessary to permit the transfer of such shares.

               (e) In  the  event  the  Remaining  Stockholders  have  not  duly
exercised  their  rights  to  purchase  a portion  of the  Offered  Shares,  the
Corporation shall redeem such portion of shares (the "Redemption Shares") at the
Redemption Price.  Payment of the Redemption Price shall be made, out of surplus
legally  available  therefor,  in three equal  installments,  of which the first
shall be due the first day of the month next  following the expiration of the 45
day period referred in Section 8(c) and the other two installments  shall be due
on the first and second  anniversary  dates  thereof.  The obligation to pay the
Redemption  Price shall be evidenced by a promissory note of the Corporation and
shall be secured by the Redemption Shares. The Corporation shall, simultaneously
with such first installation payment,  issue and deliver to the Redeeming Holder
a  Certificate  for the  shares of  Series A  Preferred,  if any,  owned by such
Redeeming Holder and not included in the Redemption Shares.

          9. Status of Reacquired Shares. The shares of Series A Preferred which
have been issued and reacquired in any manner by the Corporation  shall have the
status  of  authorized  and  unissued  shares  of  Preferred  Stock  and  may be
reclassified  and  reissued as a part of a new series of  Preferred  Stock to be
created by resolution or resolutions of the Board.

          10. No Fractional  Shares.  The  Corporation  shall not be required to
issue  fractional  shares  of  Common  Stock  upon any  conversion  of  Series A
Preferred  but shall pay, in lieu  thereof,  an amount in cash equal to the same
fraction of a share of Common Stock outstanding after a conversion multiplied by
the Conversion Price.

          11. Determination  of   the  Board.   Whenever   this  Certificate  of
Designations requires  determination to be made by the Board, such determination
shall be conclusive and shall be set forth in a Board resolution.

          12. Notices.  Any notice  required by these  provisions to be given to
the holders of Series A Preferred  shall be deemed  given on the third  business
day after mailing,  first class mail, postage prepaid, or on the day of delivery
if sent by overnight courier, receipt confirmed, in each instance in an envelope
address to each holder of record of Series A Preferred at such holder's  address
appearing on the books of the Corporation.

          RESOLVED,  FURTHER,  that the Chairman of the Board, the Vice Chairman
of the Board and the Secretary of the Corporation are each hereby authorized and
directed to prepare and file a Certificate of  Designations  in accordance  with
this resolution and as required by law.


                                      B-6
<PAGE>


          IN WITNESS  WHEREOF,  the undersigned has executed this Certificate of
Designations  on  behalf  of  Visiocom  USA  Incorporated  and does  affirm  the
foregoing  as true under the  penalties  of perjury  this 29th  day of November,
1999.

                                                 VISIOCOM USA INCORPORATED


                                                 By:____________________________
                                                    Dr. Arol I. Buntzman
                                                    Chairman of the Board

                                      B-7
<PAGE>

                                                                     Exhibit B-1

                                    FORM OF

                     COLLATERAL INSTALLMENT PROMISSORY NOTE
                     --------------------------------------

$____________________                                                     , 20__


          FOR VALUE RECEIVED, Visiocom USA Incorporated, a Delaware corporation,
("Maker"),  hereby  promises  to pay to the order of [insert  name of  Redeeming
Holder]  ("Payee")  at  [insert  address  to which  payment  is to be sent]  the
principal  sum of $ in lawful  money of the United  State of America.  The first
installment shall be due on [ ] and the remaining two installments  shall be due
the first and second  anniversary date respectively of the due date of the first
installment. Each such installment shall be deemed to include interest at a rate
necessary to avoid the imputation of interest under applicable provisions of the
Internal  Revenue  Code of 1986,  as  amended,  and the  rules  and  regulations
thereunder.  When  ever any  installment  falls  due on a  Saturday,  Sunday  or
business  holiday  in New  York  City,  such  installment  shall  be paid on the
immediately succeeding business day with interest calculated to that date.

          This Note may be prepaid  at the option of Maker in whole,  but not in
part, without premium or penalty.

          In the event that Maker shall fail to pay any installment of this Note
when due,  and such failure  shall  continue  for 10 days after  written  notice
thereof shall have been given to Maker by the holder of this Note, the holder of
this Note,  by further  written  notice to Maker,  may at any time  declare  the
entire unpaid  principal  balance of this Note to be immediately due and payable
without  demand,  protest or notice,  all of which are hereby  waived.  Past due
installment  payments  shall  bear  interest  at nine  percent  (9%) per  annum,
compounded annually, computed from the date of this Note.

          As  collateral  for  this  Note,  Maker  has  pledged,   assigned  and
transferred, and by this instrument and delivery of the stock Certificate No(s).
[ ] for [ ] shares of Makers [ ] (the "Shares")  does hereby pledge,  assign and
transfer,  the Shares to Payee and to every  subsequent  holder of the Note (the
Shares and certificates and any property,  including cash, hereafter distributed
as dividends paid or other  distributions  made upon or in respect of the Shares
or in  exchange  for  any or all  the  Shares  or  property,  being  hereinafter
collectively  called  the  "Pledged  Shares").  Payee  acknowledges  receipt  of
Certificate  No(s).  [ ] representing  all of the Pledged Shares  accompanied by
duly executed stock power(s).

          The holder of this Note shall not be entitled  to exercise  any voting
and/or  consensual powers pertaining to Pledged Shares or any part thereof until
Maker  shall  default  in any  payment  of this Note as and when the same  shall
become due and payable, whereupon the holder of the Note shall immediately,  and
without notice to Maker, be entitled to exercise such powers.

          Upon  default  in the  payment  by  Maker  of this  Note,  subject  to
applicable  securities  laws,  the  holder of the Note shall have the rights and
remedies  provided in the Uniform  Commercial Code then in force in the State of
New York.


<PAGE>

          Maker  agrees  to pay all  costs and  expenses,  including  reasonable
attorney's  fees,  incurred  in  connection  with the  collection  of any of the
indebtedness evidenced hereby.

          This  Note  and all the  rights  hereunder  shall be  governed  in all
respects by the law of the State of New York.

                                                  VISIOCOM USA INCORPORATED



                                                  By:___________________________
                                                       Authorized Signatory


















                                     B-1-2
<PAGE>
                                                                       Exhibit C


                CONNECTICUT BLUE SKY DISQUALIFICATION PROVISIONS
                ------------------------------------------------

(D) (1) The  exemption  hereunder  shall  not be  available  to an issuer if the
issuer,  any of the issuer's  predecessors,  any affiliated  issuer,  any of the
issuer's directors, officers, general partners, beneficial owners of ten percent
(10%)  or  more of any  class  of the  issuer's  equity  securities,  any of the
issuer's  promoters  presently  connected  with the issuer in any capacity,  any
underwriter  of the  securities  to be offered,  or any  partner,  director,  or
officer of such underwriter:
(a) Within the last five years, has filed a registration  statement which is the
subject of a currently  effective  registration  stop order entered by any state
securities administrator or the Securities and Exchange Commission;
(b) Within the last five years,  has been  convicted of any criminal  offense in
connection with the offer,  purchase or sale of any security, or involving fraud
or deceit;
(c) Is  currently  subject  to any state or federal  administrative  enforcement
order or judgment,  entered within the last five years,  finding fraud or deceit
in connection with the purchase or sale of any security; or
(d) Is  currently  subject  to any  order,  judgment  or  decree of any court of
competent  jurisdiction,   entered  with  the  last  five  years,   temporarily,
preliminarily  or permanently  restraining or enjoining such party from engaging
in or continuing to engage in any conduct or practice  involving fraud or deceit
in connection with the purchase or sale of any security.


<PAGE>
                                                                     Exhibit D-1

                         CERTIFICATE OF INCOROPORATION

                                       OF

                            VISIOCOM USA INCORPORATED
   (Under Section 102 of the General Corporation Law of the State of Delaware)


          FIRST: The name of the corporation is VISIOCOM USA  INCORPORATED  (the
"Corporation").

          SECOND:  The  registered  office of  Corporation  is located at 9 East
Loockerman  Street, in the City of Dover, in the County of Kent, in the State of
Delaware. The name of its registered agent at the address is National Registered
Agents, Inc..

          THIRD:  The purpose of the  Corporation is to engage in any lawful act
or  activity  for  which   corporations  may  be  organized  under  the  General
Corporation Law of the State of Delaware.

          FOURTH:  The total  number of shares of all classes of stock which the
Corporation  shall have  authority to issue is 1,100,000  shares,  consisting of
1,000,000  shares of common  stock,  par value  $0.0001;  and 100,000  shares of
preferred stock, par value $0.0001.

          The Board of Directors of the  Corporation is expressly  authorized to
fix by resolution or  resolutions  the  designations  and the powers  (including
voting powers), preferences, and rights, and the qualifications, limitations, or
restrictions  permitted  by Section  151 of the General  Corporation  Law of the
State of  Delaware  in respect of any class or classes of stock or any series of
any class of stock of the  Corporation  which may be desired but which shall not
be fixed by this Certificate of Incorporation.  Such grant of authority includes
the power to specify the number of shares in any series.

          FIFTH:  The name and  mailing  address  of the  sole  incorporator  is
Michael Sufott, Fischbein Badillo Wagner Harding, 909 Third Avenue, New York, NY
10022.

          SIXTH: In furtherance and not in limitation of the powers conferred by
statute,  the Board of Directors of the  Corporation is expressly  authorized to
make,  alter  or  repeal  all  or any of the  provisions  of the  bylaws  of the
Corporation.

          SEVENTH:  A  director  of the  Corporation  shall not be liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a  director,  except to the extent  such  exemption  from  liability  or
limitation  thereof is not permitted  under the General  Corporation  Law of the
State of Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing  sentence shall not adversely affect any
right


<PAGE>


or protection of a director of the  Corporation  hereunder in respect of any act
or  omission  occurring  prior to the time of such  amendment,  modification  or
repeal.

          EIGHTH:  (a) The  Corporation  shall,  to the extent and in the manner
permitted by the General  Corporation Law of the State of Delaware,  as the same
now exists or may hereafter be amended,  indemnify any person  against  expenses
(including  attorneys' fees),  judgments,  fines, and amounts paid in settlement
actually and reasonably  incurred in connection with any threatened,  pending or
completed action,  suit, or proceeding in which such person was or is a party or
is  threatened  to be made a party by reason of the fact that such  person is or
was  a  director  or  officer  of  the   Corporation.   For   purposes  of  such
indemnification,  a "director"  or "officer" of the  Corporation  shall mean any
person (i) who is or was a director or officer of the  Corporation,  (ii) who is
or was  serving at the  request of the  Corporation  as a director or officer of
another corporation,  partnership,  joint venture,  trust or other enterprise or
(iii) who was a director  or officer of a  corporation  which was a  predecessor
corporation of the  Corporation or of another  enterprise at the request of such
predecessor Corporation.

          The  Corporation  shall not be  required  to  indemnify  a director or
officer in connection  with any action,  suit,  or proceeding  (or part thereof)
initiated  by such  director or officer  unless the  initiation  of such action,
suit,  or  proceeding  (or part  thereof)  by the  director  or officer and such
indemnification was authorized by the Board of Directors of the Corporation.

          The Corporation  shall pay the expenses  (including  attorney's  fees)
incurred by a director or officer of the Corporation entitled to indemnification
hereunder  in  defending  any  action,  suit or  proceeding  referred to in this
Article  Eighth in advance of its final  disposition;  provided,  however,  that
payment of  expenses  incurred by a director  or officer of the  Corporation  in
advance of the final  disposition  of such action,  suit or proceeding  shall be
made only upon receipt of an undertaking by the director or officer to repay all
amounts  advanced in the event that it should  ultimately be determined that the
director or officer is not entitled to be indemnified  under this Article Eighth
or otherwise.

          The  rights  conferred  on any person by this  section  (a) of Article
Eighth  shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute,  provision of the  Corporation's  bylaws or
any agreement,  vote of the  stockholders  or  disinterested  directors or other
action provided that the same conforms to the provisions of this  Certificate of
Incorporation, as the same may be amended from time to time, and the laws of the
State of Delaware.

          Any repeal or modification of the foregoing provisions of this Article
shall not adversely  affect any right or  protection  hereunder of any person in
respect of any act or  omission  occurring  prior to the time of such  repeal or
modification.

          (b) The  Corporation  shall have the  power,  to the extent and in the
manner permitted by the General Corporation Law of the State of Delaware, as the
same now exists or may  hereafter  be  amended,  to  indemnify  any  person,  in
addition to directors  and  officers,  against  expenses  (including  attorneys'
fees), judgments,  fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed  action,  suit,
or

                                     D-1-2
<PAGE>


proceeding, in which such person was or is a party or is threatened to be made a
party by reason of the fact that such  person is or was an  employee or agent of
the  Corporation.  For  purposes  of this  section  (b) of  Article  Eighth,  an
"employee"  or "agent" of the  Corporation  (other  than a director  or officer)
shall mean any person (i) who is or was an employee or agent of the  Corporation
or (ii) who is or was serving at the request of the  Corporation  as an employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise  including a predecessor  corporation  of the  Corporation or another
enterprise at the request of such predecessor corporation.

          (c) The Corporation  may purchase and maintain  insurance on behalf of
any  person  who  is or  was a  director,  officer,  employee  or  agent  of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her and  incurred by him or her in any such  capacity,  or arising out of his or
her  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him or her against such liability  under the provisions of the General
Corporation Law of Delaware.

          NINTH: The Corporation  reserves the right to amend, alter, change, or
repeal any  provision  contained in this  Certificate  of  Incorporation  in the
manner now or hereafter  prescribed by law, and all rights and powers  conferred
herein on  stockholders,  directors,  and officers are subject to this  reserved
power.

          TENTH: The Corporation  expressly elects not to be governed by Section
203 of the General Corporation Law of the State of Delaware.

          I, THE UNDERSIGNED, to form a corporation for the purposes hereinabove
stated,  under and pursuant to the provisions of the General  Corporation Law of
the State of Delaware,  do hereby  certify that the facts stated herein are true
and hereunto set my hand this 30th day of September, 1999.


                                                   /s/  Michael Sufott
                                                   -----------------------------
                                                   Michael Sufott, Incorporator





                                     D-1-3


<PAGE>
                                                                     Exhibit D-2


                                    BYLAWS*

                                       OF

                            VISIOCOM USA INCORPORATED

                                    ARTICLE I
                                    ---------

                                  Stockholders
                                  ------------

          Section 1.1. Annual Meetings.  An annual meeting of stockholders shall
be held for the election of directors on such date and at such place as shall be
fixed from time to time by the Board of Directors. Any other proper business may
be transacted at the annual meeting.

          Section 1.2.  Special  Meetings.  Special meetings of stockholders for
any  purpose or  purposes  may be called at any time by the Board of  Directors.
Special meetings may not be called by any other person or persons.

          Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given that shall state the place,  date and hour of the  meeting  and, in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.  Unless  otherwise  provided by law, the certificate of incorporation or
these bylaws,  the written notice of any meeting shall be given not less than 10
nor  more  than 60 days  before  the  date of the  meeting  to each  stockholder
entitled to vote at such meeting.  If mailed,  such notice shall be deemed to be
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.

          An affidavit of the mailing or other means of giving any notice of any
stockholders'  meeting,  executed by the secretary,  assistant  secretary or any
transfer  agent of the  corporation  giving  the  notice,  shall be prima  facie
evidence of the giving of such notice.

          Section  1.4.  Adjournments.  Any meeting of  stockholders,  annual or
special,  may adjourn  from time to time to  reconvene at the same or some other
place,  and notice need not be given of any such  adjourned  meeting if the time
and place  thereof  are  announced  at the meeting at which the  adjournment  is
taken. Any business which might have been transacted at the original meeting may
be transacted  at the adjourned  meeting.  If the  adjournment  is for more than
thirty  days or, if after the  adjournment  a new  record  date is fixed for the
adjourned  meeting,  notice,  pursuant  to Section 1.3 of these  bylaws,  of the
adjourned  meeting shall be given to each stockholder of record entitled to vote
at the meeting.

          Section  1.5.  Quorum.  Except  as  otherwise  provided  by  law,  the
certificate of  incorporation  or these bylaws,  at each meeting of stockholders
the presence in person or by



 ---------------------
         *As of November 29, 1999.



<PAGE>

proxy of the  holders of shares of stock  having 70  percent of the votes  which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum.  In the
absence of a quorum, the stockholders present may, by majority vote, adjourn the
meeting from time to time in the manner  provided in Section 1.4 of these bylaws
until a quorum shall attend.

          Section 1.6. Organization.  Meetings of stockholders shall be presided
over by the  Chairman  of the  Board,  or,  in his or her  absence,  by the Vice
Chairman of the Board,  if any, or in his or her absence by the Chief  Executive
Officer,  or in his or her absence,  by the Chief Operating  Officer,  or in the
absence  of the  foregoing  persons  by a  chairman  designated  by the Board of
Directors or, in the absence of such  designation,  by a chairman  chosen at the
meeting.  The Secretary shall act as secretary of the meeting, but in his or her
absence the  chairman of the meeting may appoint any person to act as  secretary
of the meeting.

          Section 1.7.  Voting;  Proxies.  Except as  otherwise  provided by the
certificate of incorporation,  each stockholder  entitled to vote at any meeting
of  stockholders  shall be  entitled to one vote for each share of stock held by
such stockholder which has voting power upon the matter in question.

          Each  stockholder  entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate  action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy, but no
such proxy shall be voted or acted upon after three years from its date,  unless
the proxy  provides  for a longer  period.  A proxy shall be  irrevocable  if it
states that it is irrevocable and if, and only as long as, it is coupled with an
interest  sufficient by law to support an irrevocable  power. A stockholder  may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by delivering
a proxy in accordance  with applicable law bearing a later date to the Secretary
of the corporation.

          Voting at meetings of stockholders  need not be by written ballot and,
unless  otherwise  required  by law,  need not be  conducted  by  inspectors  of
election  unless so  determined  by the  holders  of  shares  of stock  having a
majority  of the votes  which  could be cast by the  holders of all  outstanding
shares of stock entitled to vote thereon which are present in person or by proxy
at such meeting.

          All elections including the election of directors and questions shall,
unless  otherwise  provided  by law,  be decided  by the vote of the  holders of
shares  of stock  having 70  percent  of the  votes  which  could be cast by the
holders of all shares of stock outstanding and entitled to vote thereon.

     Section 1.8. Fixing Date for  Determination  of Stockholders of Record.  In
order that the corporation may determine the stockholders  entitled to notice of
or to vote at any meeting of  stockholders  or any  adjournment  thereof,  or to
express consent to corporate action in writing without a meeting, or entitled to
receive  payment of any  dividend  or other  distribution  or  allotment  of any
rights, or entitled to exercise any rights in respect of any change,  conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors  may fix a record  date,  which record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors  and  which  record  date:  (1)  in  the  case  of   determination  of
stockholders  entitled to vote at any  meeting of  stockholders  or  adjournment
thereof,  shall,  unless otherwise required by law, not be more than 60 nor less
than 10 days before the date of such meeting;  (2) in the case of  determination
of stockholders entitled to express consent to corporate action in writing


                                     D-2-2
<PAGE>

without a  meeting,  shall not be more than 10 days from the date upon which the
resolution fixing the record date is adopted by the Board of Directors;  and (3)
in the case of any other  action,  shall not be more than 60 days  prior to such
other action.

          If no  record  date is  fixed:  (1) the  record  date for  determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the business day next  preceding the day on which
notice is  given,  or, if notice  is  waived,  at the close of  business  on the
business day next preceding the day on which the meeting is held; (2) the record
date for  determining  stockholders  entitled  to express  consent to  corporate
action  in  writing  without  a  meeting,  when no prior  action of the Board of
Directors is required by law,  shall be the first date on which a signed written
consent  setting  forth the action taken or proposed to be taken is delivered to
the  corporation in accordance  with  applicable law, or, if prior action by the
Board of Directors is required by law,  shall be at the close of business on the
day on which the Board of  Directors  adopts the  resolution  taking  such prior
action;  and (3) the  record  date for  determining  stockholders  for any other
purpose  shall be at the  close of  business  on the day on which  the  Board of
Directors adopts the resolution relating thereto.

          A determination  of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

          Section 1.9 List of Stockholders Entitled to Vote. The Secretary shall
prepare  and make,  at least 10 days before  every  meeting of  stockholders,  a
complete list of the stockholders  entitled to vote at the meeting,  arranged in
alphabetical  order,  and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during ordinary  business  hours,  for a period of at least 10 days prior to the
meeting,  either at a place  within  the city  where the  meeting is to be held,
which  place  shall be  specified  in the  notice of the  meeting,  or if not so
specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof and may be inspected by any stockholder who is present.

          Upon the  willful  neglect  or refusal  of the Board of  Directors  to
produce such a list at any meeting for the election of directors,  they shall be
ineligible for election to any office at such meeting.

          The  stock  ledger  shall  be the  only  evidence  as to who  are  the
stockholders  entitled to examine the stock ledger,  the list of stockholders or
the books of the corporation, or to vote in person or by proxy at any meeting of
stockholders.

          Section 1.10.  Action By Consent of Stockholders.  Any action required
or  permitted to be taken at any annual or special  meeting of the  stockholders
may be taken  without a meeting,  without  prior notice and without a vote, if a
consent or  consents  in writing,  setting  forth the


                                     D-2-3

<PAGE>


action so taken,  shall be signed by the holders of outstanding stock having not
less than the minimum  number of votes that would be  necessary  to authorize or
take such action at a meeting at which all shares  entitled to vote thereon were
present and voted and shall be delivered  by hand or by certified or  registered
mail, return receipt requested) to the corporation by delivery to its registered
office in the State of Delaware,  its principal place of business, or an officer
or agent of the corporation  having custody of the book in which  proceedings of
meetings of stockholders are recorded.

          Prompt notice of the taking of the corporate  action without a meeting
by less than unanimous written consent shall be given to those  stockholders who
have not consented in writing.

          Section  1.11.  Conduct of  Meetings.  The Board of  Directors  of the
corporation  may adopt by resolution  such rules and regulations for the conduct
of the  meeting  of  stockholders  as it shall deem  appropriate.  Except to the
extent  inconsistent  with such rules and regulations as adopted by the Board of
Directors,  the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the  judgment  of such  chairman,  are  appropriate  for the  proper
conduct of the meeting. Such rules,  regulations or procedures,  whether adopted
by the Board of Directors  or  prescribed  by the  chairman of the meeting,  may
include,  without limitation,  the following: (1) the establishment of an agenda
or order of business for the meeting;  (2) rules and procedures for  maintaining
order at the  meeting  and the  safety  of those  present;  (3)  limitations  on
attendance at or  participation  in the meeting to stockholders of record of the
corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall determine; (4) restrictions on entry to the
meeting after the time fixed for the commencement  thereof;  and (5) limitations
on the time allotted to questions or comments by participants. Unless and to the
extent  determined  by the Board of  Directors  or the  chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.


                                   ARTICLE II
                                   ----------

                               Board of Directors
                               ------------------

          Section 2.1.  Number;  Qualifications.  The Board of  Directors  shall
consist of nine members.

          Section 2.2. Election; Resignation; Removal; Vacancies. At each annual
meeting of  stockholders,  the  stockholders  shall elect directors each of whom
shall  hold  office  for a term of one year or  until  his or her  successor  is
elected and  qualified.  Any director may resign at any time upon written notice
to the corporation.

          Any vacancy  occurring in the Board of Directors  for any cause may be
filled by the vote of seven members of the Board of Directors, or by the vote of
the  stockholders,  and each  director so elected  shall hold  office  until the
expiration  of the term of office of the director whom he or she has replaced or
until his or her successor is elected and qualified.

          Section  2.3.  Regular  Meetings.  Regular  meetings  of the  Board of
Directors  shall be held at least quarterly at such places within or without the
State of Delaware and at such times as the


                                     D-2-4
<PAGE>

Board of Directors may from time to time determine, and if so determined notices
thereof need not be given.

          Section  2.4.  Special  Meetings.  Special  meetings  of the  Board of
Directors  may be held at any time or  place  within  or  without  the  State of
Delaware  whenever  called by the  Chairman of the Board,  Vice  Chairman of the
Board,  if any,  or any three  members  of the Board of  Directors.  Notice of a
special  meeting  of the  Board of  Directors  shall be given by the  person  or
persons  calling  the  meeting at least  forty-eight  hours  before the  special
meeting.

          Section 2.5. Telephonic  Meetings  Permitted.  Members of the Board of
Directors,  or  any  committee  designated  by  the  Board  of  Directors,   may
participate  in a meeting  thereof by means of  conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting  can hear and be heard by each  other,  and  participation  in a meeting
pursuant to this bylaw shall constitute presence in person at such meeting.

          Section 2.6. Quorum;  Vote Required for Action. At all meetings of the
Board of Directors five members of the whole Board of Directors shall constitute
a quorum for the transaction of business.  The vote of five directors present at
a  meeting  at  which a  quorum  is  present  shall  be the act of the  Board of
Directors  except that the following  actions shall require the affirmative vote
of seven directors at a meeting at which at least seven directors are present:

               (a) The  merger,  reorganization,  consolidation,  sale or  other
disposition of substantially all the assets, recapitalization, reorganization of
the corporation, or similar transaction or series of transactions.

               (b) The amendment of the certificate of  incorporation  or bylaws
of the corporation.

               (c)  The  election  of  officers  of  the   corporation  and  the
assignment  of authority and duties to any officer who is required to act solely
in  accordance  with the  authority and duties to any officer who is required to
act solely in accordance with the authority and duties, if any, assigned to such
officer from time to time by the Board of Directors.

               (d) The approval,  or  modification  by more than $25,000,  of an
annual budget ("Budget").

               (e)  The  incurrence  or  assumption  by the  corporation  of any
liability  for  money  borrowed  or  the  guarantee  by the  corporation  of any
obligation,  of any person,  firm or corporation,  in each case in excess of the
greater of $25,000 or an amount in the current Budget.

               (f) The  establishment  and  maintenance of bank accounts and the
designation of authorized  signatories on such accounts in the event the Finance
Committee of the Board is unwilling or unable to act with respect thereto.

               (g) Any loan made by the corporation.

               (h) The issuance or  repurchase of any shares of any class of the
corporation.


                                     D-2-5
<PAGE>


               (i)  The  establishment,   modification  or  termination  or  any
employee stock grant or option agreement or plan or any other benefit,  pension,
profit sharing, fringe benefit or similar plan.

               (j) The declaration of any dividend in any form.

               (k) The approval of any employment  arrangement with any employee
providing for compensation,  including fringe benefits, in excess of $50,000 per
annum;   provided,   however,  such  approval  shall  not  be  required  if  the
compensation level and the position the employee is being hired to fill has been
included in a Budget approved pursuant to Section 2.6(d).

               (l) The  institution,  or consenting to the  institution,  of any
bankruptcy,  insolvency,   reorganization,   readjustment  of  debt  or  similar
proceeding  relating to the corporation  under the law of any  jurisdiction;  an
assignment for the benefit of creditors; or application for or consenting to the
appointment  for of any receiver,  trustee or similar  officer for any or all of
the property of the corporation.

               (m)  Any  material  change  in  the  principal  business  of  the
corporation or the  establishment  of a new line of business or class of product
or service.

               (n) The entering into of any  transaction  with a stockholder  of
the corporation or any of a stockholder's affiliates.

               (o) The  designation  or change of any  committee of the Board of
Directors.

               (p) The  engagement or discharge of legal counsel or  independent
auditors.

               (q) The dissolution and liquidation of the corporation.

               (r) As required by Section  12(a) of the Stock  Subscription  and
Stockholders' Agreement dated November , 1999, as amended.

               (s) Any Board determination or selection (including the selection
of an independent appraiser) required pursuant to the terms of the corporation's
Series A Preferred Stock.

               (t)  The  discharge  of  any  officer  of the  corporation  whose
employment was approved pursuant to Section 2.6(k).

          Section 2.7. Organization. Meetings of the Board of Directors shall be
presided  over by the  Chairman  of the Board,  or, in his or her absence by the
Vice Chairman of the Board,  if any, or in their absence by a chairman chosen at
the  meeting.  The  Secretary  shall act as secretary of the meeting but, in his
absence,  the chairman of the meeting may appoint any person to act as secretary
of the meeting.

          Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the  certificate of  incorporation  or these bylaws,  any action  required or
permitted  to be taken at any  meeting  of

                                     D-2-6
<PAGE>


the Board of  Directors,  or of any  committee  thereof,  may be taken without a
meeting if all members of the Board of Directors or such committee,  as the case
may be, consent  thereto in writing,  and the writing or writings are filed with
the minutes of proceedings of the Board of Directors or such committee.

                                   ARTICLE III
                                   -----------

                                   Committees
                                   ----------

          Section 3.1.  Committees.  The Board of Directors may designate one or
more  committees,  each  committee to consist of one or more of the directors of
the  corporation.  The Board of Directors may designate one or more directors as
alternate  members of any committee,  who may replace any absent or disqualified
member at any meeting of the committee.  In the absence or disqualification of a
member of the committee,  the member or members  thereof  present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may  unanimously  appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.

          Any such committee,  to the extent  permitted by law and to the extent
provided by resolution  of the Board of  Directors,  shall have and may exercise
all the powers and authority of the Board of Directors in the  management of the
business  and  affairs of the  corporation,  and may  authorize  the seal of the
corporation to be affixed to all papers which may require it.

          Section 3.2. Committee Rules.  Unless the Board of Directors otherwise
provides,  each committee  designated by the Board of Directors may make,  alter
and repeal rules for the conduct of its  business.  In the absence of such rules
each  committee  shall  conduct its  business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these bylaws.


                                   ARTICLE IV
                                   ----------

                                    Officers
                                    --------

          Section   4.1.   Executive   Officers;   Election;   Term  of  Office;
Resignation;  Removal;  Vacancies. The Board of Directors shall elect a Chairman
of the  Board  from  among  its  members,  a Chief  Executive  Officer,  a Chief
Operating Officer, a Chief Financial Officer and a Secretary,  and it may, if it
so  determines,  choose a Vice Chairman of the Board from among its members.  In
addition to presiding at meetings of the  stockholders or the Board of Directors
in the absence of the Chairman of the Board,  the  authority  and duties of Vice
Chairman of the Board shall be limited to the specific  authority and duties, if
any, assigned to him or her by the Board of Directors from time to time pursuant
to Section 2.6 (c) of these  bylaws.  The Board of  Directors  may also choose a
President,  one or more Vice Presidents,  one or more Assistant  Secretaries,  a
Treasurer  and one or more  Assistant  Treasurers.  Any number of offices may be
held by the same person.

          Each such  officer  shall hold office  until the first  meeting of the
Board of Directors after the annual meeting of stockholders  next succeeding his
election,  and until his successor is elected and qualified or until his earlier
resignation or removal.


                                     D-2-7

<PAGE>


          Any  officer  may  resign  at any  time  upon  written  notice  to the
corporation.

          The Board of Directors may remove any officer with or without cause at
any time, but such removal shall be without prejudice to the contractual  rights
of such officer, if any, with the corporation.

          Any  vacancy  occurring  in any  office of the  corporation  by death,
resignation, removal or otherwise may be filled for the unexpired portion of the
term by the Board of Directors at any regular or special meeting of the Board of
Directors.

          Section 4.2. Powers and Duties of Executive Officers.  The officers of
the  corporation  shall have such  powers and  duties in the  management  of the
corporation  as may be  prescribed  in a resolution by the Board of Directors or
any employment  agreements approved by resolution of the Board of Directors and,
to the extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board of  Directors.  The Board of  Directors  may
require  any  officer,  agent or  employee  to give  security  for the  faithful
performance of his or her duties.


                                    ARTICLE V
                                    ---------

                                      Stock
                                      -----

          Section 5.1. Certificates.  Every holder of stock shall be entitled to
have a certificate  signed by or in the name of the  corporation by the Chairman
of the Board or Vice  Chairman  of the  Board,  if any,  or the Chief  Executive
Officer,  or  the  Chief  Operating  Officer,  or a Vice  President,  and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
of the corporation  certifying the number of shares owned by such stockholder in
the  corporation.  Any of or all  the  signatures  on the  certificate  may be a
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such officer,  transfer  agent,  or registrar  before such  certificate is
issued,  it may be issued by the corporation  with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue.

          Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New  Certificates.  The  corporation may issue a new certificate of stock in the
place of any  certificate  theretofore  issued by it, alleged to have been lost,
stolen or  destroyed,  and the  corporation  may  require the owner of the lost,
stolen or destroyed certificate,  or such owner's legal representative,  to give
the  corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

                                     D-2-7

                                   ARTICLE VI
                                   ----------

                                  Miscellaneous
                                  -------------

          Section 6.1. Fiscal Year. The fiscal year of the corporation  shall be
determined by resolution of the Board of Directors.


                                     D-2-8

<PAGE>


          Section  6.2.  Seal.  The  corporate  seal  shall have the name of the
corporation  inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

          Section 6.3. Waiver of Notice of Meetings of  Stockholders,  Directors
and Committees.  Any written waiver of notice,  signed by the person entitled to
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to notice.  Attendance  of a person at a meeting  shall  constitute a
waiver of notice of such meeting,  except when the person  attends a meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
regular  or  special  meeting of the  stockholders,  directors,  or members of a
committee of directors need be specified in any written waiver of notice.

          Section 6.4. Interested Directors;  Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation,  partnership,  association,  or other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose,  if: (1) the material facts as to his  relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee,  and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative  votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a  quorum;  or (2) the  material  facts as to his  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
stockholders  entitled  to vote  thereon,  and the  contract or  transaction  is
specifically  approved  in good  faith by vote of the  stockholders;  or (3) the
contract  or  transaction  is fair as to the  corporation  as of the  time it is
authorized,  approved  or  ratified,  by the  Board of  Directors,  a  committee
thereof, or the stockholders.  Common or interested  directors may be counted in
determining  the  presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

          Section  6.5.  Form  of  Records.   Any  records   maintained  by  the
corporation in the regular  course of its business,  including its stock ledger,
books of account,  and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape,  photographs,  microphotographs,  or any other information
storage device,  provided that the records so kept can be converted into clearly
legible form within a reasonable time.

          Section  6.6.  Amendment  of  Bylaws.  These  bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors,  but, the stockholders
may make  additional  bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.


                                     D-2-9