Exhibit 99.1

SERIES D PREFERRED STOCK PURCHASE AGREEMENT

THIS SERIES D PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") dated as of August 30, 2001 is by and among Epexegy Corporation, a California
corporation (the "Company"), Epexegy Merger Sub Corp., a California corporation ("Merger Sub") and FiNet.com, Inc., a Delaware corporation (the "Purchaser").

WHEREAS, the Company wishes to issue and sell to the Purchaser an aggregate of 4,106,297 shares (the "Purchased Preferred Shares") of
the authorized but unissued Series D Preferred Stock, par value $0.001 per share, of the Company (the "Series D Preferred Stock") and warrants (the "Warrants") to purchase up to an
additional aggregate of 4,516,928 shares of the Series D Preferred Stock; and

WHEREAS, the Purchaser wishes to purchase the Purchased Preferred Shares and the Warrants on the terms and subject to the conditions
set forth in this Agreement, and upon the additional condition that Merger Sub shall first have been merged with and into the Company, or proceedings, acceptable to Purchaser, shall have been
commenced and aggressively prosecuted to accomplish such merger;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:

ARTICLE I  THE PREFERRED SHARES AND WARRANTS

SECTION
1.1Authorization.The Company has, or before the Closing (as defined in Section 1.3)
will have, duly authorized (i) the sale and issuance to the Purchaser of the Purchased Preferred Shares, (ii) the sale and issuance to the Purchaser of the Warrants, (iii) the
issuance of shares of the Series D Preferred Stock to be issued upon the exercise of the Warrants (the "Series D Warrant Shares"); and (iv) the issuance of shares of Common Stock
to be issued upon conversion of the Purchased Preferred Shares and the Series D Warrant Shares (the "Conversion Shares"). The Series D Preferred Stock shall have the rights,
restrictions, privileges, preferences, and voting powers set forth in the Company's Amended and Restated Articles of Incorporation, a copy of which is attached hereto as Exhibit A(the "Articles of
Incorporation") which the Company has, or, on or before the Closing will have, adopted and filed with the Secretary
of State of the State of California. The Warrants shall be issued with an exercise price of $0.608821 and in the form attached hereto as Exhibit B.

SECTION
1.2Sale of Preferred Shares and Warrants.Subject to the terms and conditions of this
Agreement, at the Closing the Company will sell and issue to the Purchaser, and the Purchaser will purchase, for the purchase price of $0.608821 per share, 4,106,297 shares of Series D
Preferred Stock and Warrants as indicated below. The aggregate purchase price shall be $2,500,000 (the "Purchase

1

---

Price"). At the Closing, and without additional consideration therefore, the Company shall issue to the Purchaser Warrants to purchase Series D Preferred Stock as follows:

|Warrant Identification No. |  | Amount of Series D Preferred Stock                                                                                                        |  | Expiration Date 
|-------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------
|Warrant No. 1              |  | 1,642,519 shares                                                                                                                          |  | January 31, 2002
|Warrant No. 2              |  | 1,642,519 shares                                                                                                                          |  | July 31, 2002   
|Warrant No. 3              |  | 739,134 shares                                                                                                                            |  | February 1, 2005
|Warrant No. 4              |  | up to 492,756 shares (15% of that number of Series D Warrant Shares actually purchased by Purchaser upon exercise of Warrants No. 1 and 2 |  | February 1, 2005

SECTION
1.3Closing.The Closing shall take place at the offices of Bartko, Zankel, Tarrant &
Miller, 900 Front Street, Suite 300, San Francisco, California 94111, at 10:00 AM, Pacific time on August 30, 2001, or at such other location, date, and time as may be agreed upon between the
Purchaser and the Company (the "Closing" and such date and time being called the "Closing Date"). At the Closing, the Company will deliver to the Purchaser a certificate for the Purchased Preferred
Shares being purchased by the Purchaser, and the Warrants, registered in the name of the Purchaser, against payment to the Company of the Purchase Price by wire transfer, cashier's check, or other
method mutually acceptable to the Company and the Purchaser. If at the Closing any of the conditions specified in Article IV shall not have been fulfilled, the Purchaser shall, at its election,
be relieved of all of its obligations under this Agreement without thereby waiving any other rights the Purchaser may have by reason of such failure or non-fulfillment.

ARTICLE II.  REPRESENTATION AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Purchaser that, except as set forth in the Disclosure Schedules attached hereto:

SECTION
2.1Organization, Good Standing and Qualification.The Company (i) is a corporation duly
incorporated, validly existing, and in good standing under the laws of the State of California and (ii) is duly licensed or qualified to transact business as a foreign corporation and is in
good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where
the failure to so qualify would not have a Material Adverse Effect (as defined in Section 7.13).Schedule 2.1sets forth an accurate and
complete list of the jurisdictions in which the Company has qualified to do business as a foreign corporation.

SECTION
2.2Corporate Power.The Company has the corporate power and authority (i) to own and
hold its properties, (ii) to carry on its business as now conducted and as proposed to be conducted, (iii) to execute, deliver, and perform this Agreement, the Investors Rights Agreement
with the Purchaser and certain stockholders of the Company, in the form attached asExhibit C(the "Investors Rights Agreement"), and the
Stockholders' Agreement with the Purchaser and each holder of the capital stock of the Company, in the form attached asExhibit D(the
"Stockholders' Agreement" and collectively with the Investors Rights Agreement, the "Ancillary Agreements"), (iv) to issue, sell, and deliver the Purchased Preferred Shares and Warrants, and
(v) to issue and deliver the Series D Warrant Shares and the Conversion Shares.

2

---

SECTION 2.3Subsidiaries.Each Subsidiary (as defined in Section 7.13) has been duly
incorporated or formed and is validly existing as a corporation or professional corporation, limited liability company,
partnership, or limited partnership under the laws of the jurisdiction of its organization, has the power and authority to own or lease and operate the properties now owned or leased thereby, and is
duly licensed or qualified to do business as a foreign entity and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned
or leased by it requires such licensing or qualification, except where the failure to so qualify would not have a Material Adverse Effect. All of the issued and outstanding shares, membership
interests, or partnership interests of each Subsidiary has been duly and validly issued, are fully paid and nonassessable, and were issued in accordance with all applicable federal and state
securities laws and regulations. Except as set forth inSchedule 2.3, all of such shares, membership interests, or partnership interests of each
Subsidiary are owned by the Company, free and clear of any mortgage, pledge, lien, encumbrance, claim, or equity. The Company has furnished (or will furnish at or prior to the Closing) counsel to the
Purchaser with a true and complete copy of each of the Subsidiaries' organizational documents as amended and in effect on the date hereof, certified by the Secretary of State of each jurisdiction in
which such Subsidiaries are organized, and each of the Subsidiaries' bylaws or operating agreements, as amended and in effect on the date hereof. A complete list of the Subsidiaries, containing the
state of incorporation and all foreign qualifications and setting forth any minority ownership interest therein, is set forth inSchedule 2.3.

SECTION
2.4Authorization.The execution and delivery by the Company of this Agreement and the
Ancillary Agreements; the performance by the Company of its obligations hereunder and thereunder; the issuance, sale, and delivery of the Purchased Preferred Stock and the Warrants; and the issuance
and delivery of the Series D Warrant Shares and the Conversion Shares have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any
court or other agency of government, the Articles of Incorporation or the Bylaws of the Company, as amended, or any provision of any indenture, agreement, or other instrument to which the Company or
any Subsidiary, or any of their properties or assets, is bound, or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture,
agreement, or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim, or encumbrance of any nature whatsoever upon any of the properties or assets of the
Company or any Subsidiary.

SECTION
2.5Valid Issuance.The shares of Purchased Preferred Stock and Warrants have been duly
authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid, and nonassessable shares of Series D Preferred Stock and warrants to purchase shares of
Series D Preferred Stock, respectively, with no personal liability attaching to the ownership thereof solely by virtue of being a holder thereof and will be free and clear of all liens,
charges, restrictions, claims, and encumbrances imposed by or through the Company, except as set forth in the Ancillary Agreements and applicable federal and state securities laws. The Series D
Warrant Shares and the Conversion Shares have been duly and validly reserved for issuance upon exercise of the Warrants and conversion of the Series D Preferred Stock, respectively, and, when
so issued, will be duly authorized, validly issued, fully paid, and nonassessable shares of the Series D Preferred Stock and Common Stock, respectively, with no personal liability attaching to
the ownership thereof solely by virtue of being a holder thereof and will be free and clear of all liens, charges, restrictions, claims, and encumbrances imposed by or through the Company except as
set forth in the Ancillary Agreements and applicable federal and state securities laws. Neither the issuance, sale, or delivery of the Series D Preferred Stock and the Warrants nor the issuance
or delivery of the Series D Warrant Shares or Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any
person which has not been waived.

3

---

SECTION 2.6Validity.This Agreement and the Ancillary Agreements, when executed and delivered, will
constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors' rights generally, as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies, or (ii) to the extent the indemnification provisions contained in the Investors Rights Agreement may be limited by
applicable federal or state securities laws.

SECTION
2.7Capitalization.



4

---



SECTION
2.8Financial Statements.Attached hereto asSchedule 2.8are the unaudited consolidated and combined balance sheet of the
Company and the Subsidiaries as at December 31, 2000 and the related unaudited consolidated and combined
statements of operations, stockholders' equity, and cash flows of the Company and the Subsidiaries for the fiscal year ended December 31, 2000 and the unaudited consolidated and combined
balance sheet of the Company as at June 30, 2001 (the "Balance Sheet") and the related unaudited consolidated and combined statements of operations, stockholders' equity, and cash flows of the
Company for the 6- month period ended June 30, 2001. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently
applied throughout the periods indicated except that unaudited financial statements may not contain all footnotes required by generally accepted accounting principals, and fairly present the financial
condition of the Company and the Subsidiaries as at December 31, 2000 and June 30, 2001, respectively, and the results of their operations and cash flows for the fiscal year ended
December 31, 2000 and the 6-month period ended June 30, 2001 2001, respectively. Since the date of the Balance Sheet, (i) there has been no change in the assets,
liabilities, or financial condition of the Company and the Subsidiaries from that reflected in the Balance Sheet except for changes in the ordinary course of business consistent with past practice
that in the aggregate have not been materially adverse and (ii) none of the business, prospects, financial condition, operations, property, or affairs of the Company or the Subsidiaries have
been materially adversely affected by any occurrence or development, individually or in the aggregate, whether or not insured against. The Company maintains and will continue to maintain a standard
system of accounting established consistently applied and administered in accordance with generally accepted accounting principles.

SECTION
2.9Absence of Liabilities.Except as set forth in Schedule 2.9, the Company and the Subsidiaries did not have, as of the date
of the Balance Sheet, any liabilities of any type that in the
aggregate exceeded $25,000, whether absolute or contingent, that were not fully reflected on the Balance Sheet and, since the date of the Balance Sheet, neither the Company nor any Subsidiary has
incurred or otherwise become subject to any such liabilities or obligations except in the ordinary course of business consistent with past practice and which in the aggregate do not exceed $25,000.

SECTION
2.10Events Subsequent to the Date of the Balance Sheet.Except as set forth in Schedule 2.10, since the date of the Balance
Sheet neither the Company nor any Subsidiary has (i) issued any stock, bond, or other
corporate security; (ii) borrowed any amount or incurred or become subject to any liability (absolute, accrued, or contingent), except current liabilities incurred and

5

---

liabilities under contracts entered into in the ordinary course of business; (iii) discharged or satisfied any lien or encumbrance or incurred or paid any obligation or liability (absolute,
accrued, or contingent) other than current liabilities shown on the Balance Sheet and current liabilities incurred since the date of the Balance Sheet in the ordinary course of business;
(iv) declared or made any payment or distribution to stockholders or purchased or redeemed any share of its capital stock or other security; (v) mortgaged, pledged, encumbered, or
subjected to lien any of its assets, tangible or intangible, other than liens of current real property taxes not yet due and payable; (vi) sold, assigned, or transferred any of its tangible
assets except in the ordinary course of business, or canceled any debt or claim; (vii) sold, assigned, transferred, or granted any exclusive license with respect to any patent, trademark, trade
name, service mark, copyright, trade secret, or other intangible asset; (viii) suffered any loss of property
or waived any right of substantial value whether or not in the ordinary course of business; (ix) made any change in officer compensation except in the ordinary course of business;
(x) received notice that there has been a loss of, or material order cancellation by, any major customer of the Company; (xi) terminated, or received notice of the resignation of, any
key employee of the Company; (xii) entered into any transaction except in the ordinary course of business or as otherwise contemplated hereby; (xiii) made any material change in the
manner of its business or operations; or (xiv) entered into any commitment (contingent or otherwise) to do any of the foregoing.

SECTION
2.11Litigation.There is not any (i) action, suit, claim, proceeding, or investigation
pending or, to the Company's knowledge, threatened against the Company or any Subsidiary, at law or in equity, or before or by any federal, state, municipal, or other governmental department,
commission, board, bureau, agency, or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company or any Subsidiary pending under collective bargaining agreements
or otherwise; or (iii) governmental inquiry pending or, to the Company's knowledge, threatened against the Company or any Subsidiary (including without limitation any inquiry as to the
qualification of the Company or any Subsidiary to hold or receive any license or permit), and to the Company's knowledge, there is no basis for any of the foregoing. The Company has not received any
opinion or memorandum or legal advice from legal counsel to the effect that the Company or any Subsidiary is exposed, from a legal standpoint, to any liability or disadvantage that could result in a
Material Adverse Effect. Neither the Company nor any Subsidiary is in default with respect to any order, writ, injunction, or decree known to or served upon it of any court or of any federal, state,
municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign. There is no action or suit by the Company or any Subsidiary pending or
threatened against others.

SECTION
2.12Intellectual Property.The Company and the Subsidiaries have sufficient title and
ownership of all patents, trademarks, service marks, trade names, copyrights, Internet domain names, trade secrets, information, proprietary rights, computer software, object code, source code,
archives, data, databases, data history and processes necessary for their respective businesses as now conducted and as proposed to be conducted (including, without limitation, as described in the
Company's Business Plan, dated March, 2001 previously delivered to Purchaser, and in presentations made to representatives of the Purchaser on or about April 26, 2001, May 9, 2001 and
May 31, 2001 and June 27, 2001) without, to the Company's knowledge, any conflict with or infringement of the rights of others.Schedule 2.12contains a complete list of patents,
trademarks, service marks, copyrights, Internet domain names and pending patent, trade secrets, trademark, service mark and copyright
applications of the Company and the Subsidiaries. Except as set forth inSchedule 2.12, there are no outstanding options, licenses or agreements
of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses, or agreements of any kind with respect to the patents, trade secrets, trademarks, service marks,
trade names, copyrights, Internet domain names, trade secrets, licenses, information, proprietary rights, computer software, object code, source code, archives, data, databases, data history and
processes of any other person or entity. The Company has not received any communications alleging that the Company or the Subsidiaries have violated or, by conducting their respective businesses as
proposed, would violate any of the patents, trade secrets, trademarks, service

6

---

marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees are obligated under any contract
(including
licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her
best efforts to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement or the
Ancillary Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict
with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. The
Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

SECTION
2.13Proprietary Information of Third Parties.No third party has made claim or, to the
Company's knowledge, has reason to claim that any person employed by or affiliated with the Company or any Subsidiary has (i) violated or may be violating any of the terms or conditions of his
employment, non-competition, or non-disclosure agreement with such third party; (ii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or
proprietary information or documentation of such third party; or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present or former
employees. To the Company's knowledge, no person employed by or affiliated with the Company or any Subsidiary has violated any confidential relationship that such person may have had with any third
party, in connection with the development or sale of any service or proposed service of the Company or any Subsidiary.

SECTION
2.14Title to Properties.The Company and the Subsidiaries have good, clear, and marketable
title to their properties and assets reflected on the Balance Sheet or acquired by them since the date of the Balance Sheet (other than the properties and assets disposed of in the ordinary course of
business since the date of the Balance Sheet), and all such properties and assets are free and clear of mortgages, pledges, security interests, liens, charges, claims, restrictions, and other
encumbrances (including without limitation, easements and licenses), except for (i) those specifically described on the Balance Sheet; (ii) liens for taxes not yet due and payable; and
(iii) minor imperfections of title, if any, not material in nature or amount and not materially detracting from the value or impairing the use of the property subject thereto or impairing the
operations or proposed operations of the Company and the Subsidiaries. There are no condemnation, environmental, zoning, or other land use regulation proceedings, either instituted or, to the
Company's knowledge, planned to be instituted, that would materially adversely affect the use or operation of the Company's and the Subsidiaries' properties and assets for their intended uses and
purposes, or the value of such properties, and neither the Company nor any Subsidiary has received any notice of any special assessment proceedings that would affect such properties and assets.

SECTION
2.15Leasehold Interests.Each lease or agreement to which the Company or any Subsidiary is a
party and under which the Company or any Subsidiary is a lessee of any property, real or personal, is a valid and subsisting agreement, duly authorized and entered into, without any default of the
Company or any Subsidiary thereunder and, to the Company's knowledge, without any default thereunder of any other party thereto. No event has occurred and is continuing that, with due notice or lapse
of time or both, would constitute a default or event of default by the Company or any Subsidiary under any such lease or agreement or, to the Company's knowledge, by any other party thereto. The
Company's and each Subsidiary's possession of such property has not been disturbed and no claim has been asserted against the Company or any Subsidiary adverse to its rights to such leasehold
interests.

SECTION
2.16Insurance.The Company and the Subsidiaries hold valid policies covering all of the
insurance required to be maintained by them under Section 6.3.

7

---

SECTION 2.17Taxes.The Company has filed all tax returns and reports as required by law. These returns
and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due. The provision for taxes of the Company as shown in the Balance Sheet is adequate
for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as a Subchapter S corporation or a
collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to
methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any
of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or
collection of any tax or governmental charge. Except as set forth inSchedule 2.17, none of the Company's federal income tax returns and none of
its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on
its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each
payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes)
required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositaries.

SECTION
2.18Other Agreements.Except as set forth in Schedule 2.18, neither the Company nor any Subsidiary is a party to or otherwise
bound by any written or oral:



8

---



The
Company and the Subsidiaries, and to the Company's knowledge, each other party thereto has in all material respects performed all the obligations required to be performed by it to date (or each
nonperforming party has received a valid, enforceable, and irrevocable written waiver with respect to its nonperformance), has received no notice of default, and is not in default (with due notice or
lapse of time or both) under any lease, agreement, or contract now in effect to which the Company or any Subsidiary is a party or by which any such entity or any such entity's property may be bound.
Neither the Company nor any Subsidiary has present expectation or intention of not fully performing all its obligations under each such lease, contract, or other agreement, and the Company has no
knowledge of any breach or anticipated breach by the other party to any contract or commitment to which the Company or any Subsidiary is a party. The Company and the Subsidiaries are in compliance
with all of the terms and provisions of their respective Articles of Incorporation and Bylaws or other organizational documents, as amended.

SECTION
2.19Loans and Advances.Except as set forth in Schedule 2.19, neither the Company nor any Subsidiary has any outstanding loans
or advances to any person or is obligated to make any such loans
or advances, except, in each case, for advances to employees of such entity in respect of reimbursable business expenses anticipated to be incurred by them in connection with their performance of
services for such entity.

SECTION
2.20Assumptions, Guaranties, Etc. of Indebtedness of Other Persons.Neither the Company nor
any Subsidiary has assumed, guaranteed, endorsed, or otherwise become directly or contingently liable on any indebtedness of any other person (including, without limitation, liability by way of
agreement, contingent or otherwise, to purchase, to provide funds for payment, to supply funds to or otherwise invest in the debtor, or otherwise to assure the creditor against loss), except for
guaranties by endorsement of negotiable instruments for deposit or collection in the ordinary course of business.

SECTION
2.21Governmental Approvals.Subject to the accuracy of the representations and warranties of
the Purchaser set forth in Article III, no registration or filing with, or consent or approval of or other action by, any federal, state, or other governmental agency or instrumentality is or
will be

9

---

necessary for the valid execution, delivery, and performance by the Company of this Agreement or the Ancillary Agreements; the offer, issuance, sale and delivery of the Series D Preferred Stock
and Warrants or, upon conversion or exercise thereof, the offer, issuance, and delivery of the Conversion Shares or Warrant Shares, other than (i) filings pursuant to state securities laws (all
of which filings have been made by the Company, other than those that are required to be made after the Closing and that will be duly made on a timely basis) in connection with the sale of the
Series D Preferred Stock and Warrants and (ii) with respect to the Investors Rights Agreement, the registration of the shares covered thereby with the Commission and filings pursuant to
state securities laws.

SECTION
2.22Offering.Based in part upon the representations of the Purchaser in this Agreement, the
Purchased Preferred Stock and Warrants will be issued in compliance with all applicable federal and state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit
any offers to sell or has offered to sell or will offer to sell all or any part of the Series D Preferred Stock or Warrants to any person or persons so as to bring the sale of such
Series D Preferred Stock and Warrants by the Company within the registration provisions of any federal or state securities laws.

SECTION
2.23Brokers.Except as set forth in Schedule 2.23, the Company does not have any contract, arrangement, or understanding with
any broker, finder, or similar agent with respect to
the transactions contemplated by this Agreement.

SECTION
2.24Officers.Set forth in the attachedSchedule 2.24is a list of the names of the directors, officers and employees of the
Company and each Subsidiary together with the title or job classification of each such person (as
applicable).

SECTION
2.25Transactions With Affiliates.Except as set forth in Schedule 2.25, no director, officer, employee, or stockholder of the
Company or any Subsidiary or member of the family of any such person, or any
corporation, partnership, trust, or other entity in which any such person, or any member of the family of any such person, has a substantial interest or is an officer, director, trustee, partner, or
holder of more than 5.0% of the outstanding capital stock thereof, is a party to any transaction with the Company or any Subsidiary, including any contract, agreement, or other arrangement providing
for the employment of, furnishing of services by, rental of real or personal property from, or otherwise requiring payments to any such person or firm.

SECTION
2.26Employees.Each of the employees, officers and consultants of the Company and the
Subsidiaries has a validly existing agreement providing for confidentiality and protection of intellectual property (a "Proprietary Information Agreement") with the Company, such agreements are in
full force and effect, and copies of such agreements have been provided to counsel to the Purchaser. No employee, officer or consultant of the Company and the Subsidiaries has advised the Company
(orally or in writing) that he or she intends to terminate his or her relationship with such entity. The Company and the Subsidiaries have complied in all material respects with all applicable laws
relating to the
employment of labor, including provisions relating to wages, hours, equal opportunity, collective bargaining, and the payment of Social Security and other taxes.

SECTION
2.27U.S. Real Property Holding Corporation.The Company is not now, nor has it ever been, a
"United States real property holding corporation," as defined in Section 897(c)(2) of the Code and Section 1.897-2(b) of the Regulations promulgated by the Internal Revenue
Service, and the Company and each Subsidiary has filed with the Internal Revenue Service all statements, if any, with its United States income tax returns that are required under
Section 1.897-2(h) of such Regulations.

SECTION
2.28Environmental Laws.The Company and the Subsidiaries, and the operation of their
respective businesses, and any real property that such entities own, lease, or otherwise occupy or use (the "Premises") are in compliance in all material respects with all applicable Environmental
Laws (as defined in Section 7.14) and orders or directives of any governmental authorities having jurisdiction

10

---

under such Environmental Laws, including, without limitation, any Environmental Laws or orders or directives with respect to any cleanup or remediation of any release or threat of release of Hazardous
Substances (as defined in Section 7.14). The Company has not received any citation, directive, letter, or other written communication or any written notice of any proceeding, claim, or lawsuit
from any person arising out of the ownership or occupation of the Premises, or the conduct of the Company's and/or the Subsidiaries' operations, and the Company is not aware of any basis therefor. The
Company and the Subsidiaries have obtained and are maintaining in full force and effect all necessary permits, licenses, and approvals required by all Environmental Laws applicable to the Premises and
the business operations conducted thereon (including operations conducted by tenants on the Premises), and are in compliance in all material respects with all such permits, licenses, and approvals.
Neither the Company nor any Subsidiary has caused or allowed a release, or a threat of release, of any Hazardous Substance onto, at, or near the Premises, and, to the Company's knowledge, neither the
Premises nor any property at or near the Premises has been subject to a release of any Hazardous Substance.

SECTION
2.29Employee Benefit Plans.For purposes of this Agreement, "ERISA" shall mean the Employee
Retirement Income Security Act of 1974, as amended, and "Benefit Plan" shall mean any plan, fund, program, policy, arrangement, or contract, whether formal or informal, that is in the nature of
(i) an employee pension benefit plan (as defined in Section 3(2) of ERISA) or (ii) an employee welfare benefit plan (as defined in Section 3(1) of ERISA).



11

---



SECTION
2.30Compliance with Laws; Approvals.



12

---

SECTION
2.31Minute Books.The minute books of the Company provided to counsel to the Purchaser contain
a complete summary of all meetings of directors and stockholders since the time of incorporation and reflect all transactions referred to in such minutes accurately in all material respects.

SECTION
2.32Disclosure.The Company has fully provided Purchaser with all the information that the
Purchaser has requested for deciding whether to purchase the Series D Preferred Stock and all information that the Company believes is reasonably necessary to enable the Purchaser to make such
decision. Neither this Agreement nor any Schedule or Exhibit to this Agreement contains an untrue statement of a material fact or omits a material fact necessary to make the statements contained
herein or therein not misleading. None of the statements, documents, certificate, or other items prepared or supplied by the Company pursuant to this Agreement, including, without limitation,
descriptions contained in the Company's Business Plan, dated March, 2001 previously delivered to Purchaser, and in presentations made to representatives of the Purchaser on or about April 26,
2001, May 9, 2001 and May 31, 2001 and June 27,001 contains an untrue statement of a material fact or omits a material fact necessary to make the statements contained therein not
misleading.

ARTICLE III.  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser severally represents and warrants to the Company that:

SECTION
3.1Accredited Investor.The Purchaser is an "accredited investor" within the meaning of
Rule 501 under the Securities Act and was not organized for the specific purpose of acquiring the Series D Preferred Stock or the Warrants.

SECTION
3.2Investment Experience.



13

---



SECTION
3.3Authorization.The Purchaser has full power and authority to enter into this Agreement and
the Ancillary Agreements and that such agreements have been duly executed and delivered by it and constitute the legal, valid, and binding obligations of the Purchaser, enforceable in accordance with
their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting
enforcement of creditors' rights generally, as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (ii) to the extent the
indemnification provisions contained in theAmended Investors Rights Agreementmay be limited by applicable federal or state securities laws.

SECTION
3.4Brokers.The Purchaser does not have any contract arrangement or understanding with any
broker, finder or similar agent with respect to the transactions contemplated by this Agreement.

14

---

ARTICLE IV.  CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER

The obligation of the Purchaser to purchase and pay for the Series D Preferred Stock and Warrants being purchased by it on the Closing Date is, at its
option, subject to the satisfaction, on or before the Closing Date, of the following conditions:

SECTION
4.1Opinion of Company's Counsel.The Purchaser shall have received from
Messrs. Latham & Watkins, counsel for the Company, an opinion dated the Closing Date, substantially in the form of Exhibit E hereto.

SECTION
4.2Representations and Warranties to be True and Correct.The representations and warranties
contained in Article II shall be true, complete, and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such
date, and Jeffrey Davitz Chief Executive Officer of the Company ("Davitz"), shall have certified to such effect to the Purchaser in writing.

SECTION
4.3Performance.The Company shall have performed and complied with all agreements contained
herein required to be performed or complied with by the Company prior to or at such Closing Date, and Davitz shall have certified to the Purchaser in writing to such effect and to the further effect
that all of the conditions set forth in this Article IV have been satisfied.

SECTION
4.4All Proceedings to be Satisfactory.All corporate and other proceedings to be taken by the
Company in connection with the transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the
Purchaser and its counsel shall have received all such counterpart originals or certified or other copies of such documents as they reasonably may request.

SECTION
4.5Merger of Subsidiary.The Company's subsidiary, Epexegy Merger Sub Corp. shall have been
merged with and into the Company, or proceedings, acceptable to Purchaser, shall have been commenced and aggressively prosecuted to accomplish such merger.

SECTION
4.6Supporting Documents.The Purchaser and its counsel shall have received copies of the
following documents:



15

---



SECTION
4.7Only Holder of Series D Preferred Stock.Holders of the Convertible Subordinated
Notes of the Company, in the aggregate principal amount of $545,000 and any other security of the Company convertible into Series D Preferred Stock shall have been converted and/or exercised
into shares of Series C-1 Preferred Stock of the Company (or such conversion or exercise rights shall have permanently been waived) all, in such a manner, acceptable to the
Purchaser, so that the Purchaser shall be the only holder, or potential holder (other than a transferee of Purchaser) of the Company's Series D Preferred Stock following the Closing.
Notwithstanding the foregoing, the issuance and sale by the Company of an additional 4,000,000 shares of the Series D Preferred Stock to institutional investors in a transaction approved by the
board of directors of the Company with the Purchaser's nominated directors voting affirmatively, shall not be a breach of this condition, provided that:



SECTION
4.8Investors Rights Agreement.The Company, each holder of Series A, B, C and
C-1 Preferred Stock and the Purchaser shall have executed and delivered the Investors Rights Agreement.

SECTION
4.9Stockholders' Agreement.The Company, each stockholder of the Company and the Purchaser
shall have executed and delivered the Stockholders' Agreement.

SECTION
4.10Proprietary Information Agreements.Each employee, officer and consultant of the Company
shall have entered into a Proprietary Information Agreement with the Company, and a copy thereof shall have been delivered to counsel for the Purchaser.

SECTION
4.11Employment Agreements.Each of Jeffrey Davitz, Peter Finkelstein, Grant Wenegrat and David
DeGraaff shall have entered into employment agreements with the Company, in a form acceptable to the Purchaser.

SECTION
4.12Board of Directors.The number of directors constituting the entire Board of Directors
shall have been fixed at five (5) and the following persons shall have been elected as directors and shall each hold such position as of the Closing Date: Jeffrey Davitz, Jerry Held, Vince
Vannelli, Diogo Abreu and Daniel Rawitch.

16

---

SECTION 4.13Indemnification Agreements.The Company shall have entered into an indemnification
agreement, in a form acceptable to the Purchaser, with each director of the Company designated by the Purchaser.

SECTION
4.14Consents.The Company shall have received all consents required, if any, from any federal,
state, or local government or regulatory bodies and third parties for the issuance and sale of the Series D Preferred Stock and Warrants and the other transactions contemplated by this
Agreement.

SECTION
4.15Expenses of Purchaser.The Company shall have paid in accordance with Section 7.1
the expenses of Purchaser invoiced at the Closing.

SECTION
4.16Due Diligence Information.The Company acknowledges that this Agreement is being
negotiated and entered into prior to the Purchaser' receipt of all due diligence information and the Purchaser' analysis thereof. Accordingly, the due diligence information obtained by the Purchaser
prior to the Closing shall be acceptable to the Purchaser, in its sole discretion.

SECTION
4.17No Material Adverse Change.Between the date hereof and each of the Closings, there shall
have been no change in the affairs of the Company which has or is likely to have a Material Adverse Effect.

SECTION
4.18Termination of Agreements.That certain Right of First Refusal and Co-Sale
Agreement, dated May 9, 200 by and among Jeffrey Davitz, Peter Finkelstein, Brant Wenegrat, D. H. Blair Investment Banking Corp., Venturetek L.P. and the Company; and that certain Preferred
Stock Purchase Agreemnent, dated May 9, 2000 by and among the Company, Peter Finkelstein, Brant Wenegrat, Jeffrey Davitz, and Venturetek L.P. shall have been terminated. [Other Agreements?]

SECTION
4.19Amendment of Articles of Incorporation.The Articles of Incorporation of the Company shall
have been amended and restated to effect the following changes: Sections D. 2. (b), D. 2. (c), D.4.(a), D.4.(b), D.4.(c), D.4.(d), D.4.(e), D.4.(f), D.4.(h), and D.4.(i), of Article Fourth of the
Company's Articles of Incorporation shall have been deleted in their entirety; and the provisions of Section D.3 (e) (ii) shall be amended by adding to the end thereof the following
sentence. "In addition, and notwithstanding any provision herein to the contrary, in no case will any adjustment in the Conversion Price for Series A, Series B or Series C
Preferred Stock of the corporation be made as a result of the issuance and sale, at whatever price, of preferred stock of the corporation denominated Series D Preferred Stock."

ARTICLE V.  CONDITIONS TO THE OBLIGATIONS OF THE COMPANY

The obligation of the Company to the Purchaser under this Agreement is, at its option, subject to the satisfaction, on or before the Closing Date, of the
following conditions:

SECTION
5.1Representations and Warranties to be True and Correct.The representations and warranties
contained in Article III shall be true, complete, and correct on and as of such Closing Date with the same effect as though such representations and warranties had been made on and as of such
date.

SECTION
5.2Payment of Purchase Price.The Purchaser shall have delivered the Purchase Price.

SECTION
5.3Consents.The Company shall have received all consents required, if any, from ny federal,
state, provincial or local government or regulatory bodies and third parties for the issuance and sale of the Series D Preferred Stock and Warrants and the other transactions contemplated by
this Agreement.

17

---

ARTICLE VI.  COVENANTS OF THE COMPANY

The Company covenants and agrees with the Purchaser that:

SECTION
6.1Reserve for Conversion Shares.The Company shall at all times reserve and keep available
out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Series D Preferred Stock and the exercise of the Warrants, such number of its duly
authorized shares of Common Stock as shall be sufficient to effect the conversion of the Series D Preferred Stock and the exercise of the Warrants from time to time outstanding or otherwise to
comply with the terms of this Agreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Series D Preferred
Stock and the exercise of the Warrants or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval, or other action by or make any filing
with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Series D
Preferred Stock and the exercise of the Warrants. The Company will not issue, sell or otherwise distribute shares of its Series D Preferred Stock to any person other than the Purchaser.

SECTION
6.2Corporate Existence.Except as contemplated in Section 4.5 of this Agreement, the
Company shall maintain and cause each of the Subsidiaries to maintain their respective corporate existence, rights, and franchises in full force and effect.

SECTION
6.3Properties, Business, Insurance.



18

---

SECTION
6.4Restrictive Agreements Prohibited.Neither the Company nor any Subsidiary shall become a
party to any agreement that by its terms restricts the Company's performance of this Agreement, the Ancillary Agreements, or the Articles of Incorporation.

SECTION
6.5Expenses of Directors.The Company shall pay all reasonable and customary
out-of-pocket expenses incurred in connection with attending Board meetings or conducting other Company business.

SECTION
6.6Use of Proceeds.The Company shall use the proceeds from the sale of the Series D
Preferred Stock and Warrants as set forth onExhibit F.

SECTION
6.7Board of Directors' Meetings.The Company's Board of Directors shall meet at least
quarterly following the First Closing.

SECTION
6.8Compliance with Laws.The Company shall comply, and cause each Subsidiary to comply, with
all Applicable Laws, noncompliance with which could materially adversely affect any such entity's business or condition, financial or otherwise.

SECTION
6.9Keeping of Records and Books of Account.The Company shall keep, and cause each Subsidiary
to keep, adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles consistently applied, reflecting all financial
transactions of the Company and the Subsidiaries and in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts, and other purposes
in connection with its business shall be made.

SECTION
6.10Change in Nature of Business.The Company shall not make or permit any Subsidiary to make,
any material change in the nature of their business as conducted on the date hereof.

SECTION
6.11U.S. Real Property Interest Statement.The Company shall provide prompt written notice to
the Purchaser following any "determination date" (as defined in Treasury Regulation Section 1.897-2(c)(i)) on which the Company becomes a United States real property holding
corporation. In addition, upon a written request by the Purchaser, the Company shall provide the Purchaser with a written statement informing the Purchaser whether the Purchaser's interest in the
Company constitutes a U.S. real property interest. The Company's determination shall comply with the requirements of Treasury Regulation Section 1.897-2(h)(1) or any successor
regulation, and the Company shall provide timely notice to the Internal Revenue Service, in accordance with and to the extent required by Treasury Regulation Section 1.897-2(h)(2)
or any successor regulation, that such statement has been made. The Company's written statement to the Purchaser shall be delivered to the Purchaser within ten (10) days of the Purchaser's
written request therefor. The Company's obligation to furnish a written statement pursuant to this Section 6.11 shall continue notwithstanding the fact that a class of the Company's stock may
be regularly traded on an established securities market.

SECTION
6.12Rule 144A Information.The Company shall, at all times during which it is neither
subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to
Rule 12g3-2(b) under the Exchange Act, provide in writing, upon the written request of the Purchaser or a prospective buyer of Series D Preferred Stock, the Conversion Shares
or the Warrant Shares, from the Purchaser, all information required by Rule 144A(d)(4)(i) of the General Regulations promulgated by the Commission under the Securities Act
("Rule 144A Information"). The Company also shall, upon the written request of the Purchaser, cooperate with and assist the Purchaser or any member of the National Association of Securities
Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Series D Preferred Stock and Conversion Shares for trading through PORTAL. The
Company's obligations under this Section 6.12 shall at all times be contingent upon the Purchaser's obtaining from the prospective buyer of Series D Preferred Stock, the Conversion

19

---

Shares or the Warrant Shares a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than a person who will assist such
buyer in evaluating the purchase of any Series D Preferred Stock, any Conversion Shares or any Warrant Shares.

SECTION
6.13Inspection, Consultation, and Advice.The Company shall permit and cause each of the
Subsidiaries to permit the Purchaser and such persons as it may designate, at the Purchaser's expense, to visit and inspect any of the properties of the Company and the Subsidiaries, examine their
books and take copies and extracts therefrom, discuss the affairs, finances, and accounts of the Company and the Subsidiaries with their officers, employees, and public accountants (and the Company
hereby authorizes said accountants to discuss with the Purchaser and such designees such affairs, finances, and accounts), and consult with and advise the management of the Company and the
Subsidiaries as to their affairs, finances, and accounts, all at reasonable times and upon reasonable notice; provided, however, that nothing in this Section 6.13 shall be construed to require
the Company or its management to follow any such consultation and advice.

SECTION
6.14Compliance with Terms of Indebtedness.The Company and the Subsidiaries will comply in all
material respects with all terms and covenants of all material debt obligations of the Company and the Subsidiaries, as the same may be amended from time to time.

SECTION
6.15"Key Person" Life Insurance.Within 45 days of the Closing Date, the Company will
obtain "key person" life insurance on the lives of each of (i) Jeffrey Davitz and David DeGraaff with a face policy benefit each in the aggregate of not less than $1,000,000, with the proceeds
of each payable to the Company and with an assignment of all such proceeds to the holders of the Series D Preferred Stock and/or the Conversion Shares. The terms and conditions of such
insurance shall be approved by the Purchaser. Upon the death of either Jeffrey Davitz or David DeGraaff the Company agrees to escrow one-half of the proceeds payable pursuant to the
applicable "key person" life insurance policy (the "Put Proceeds") for payment of any put obligations pursuant toSection 6.16for so long as the
obligations of the Company and the rights of the Purchaser pursuant toSection 6.16are applicable.

SECTION
6.16Put Right.



20

---

SECTION
6.17Termination of Covenants.The covenants set forth in Section 6.11 shall terminate
and be of no further force or effect as to the Purchaser when the Purchaser no longer holds any shares of capital stock of the Company. All of the other covenants set forth in this Article VI
shall terminate and be of no further force or effect as to the Purchaser when the Company effects a Qualified Public Offering (as defined in the Articles of Incorporation).

ARTICLE VII.  MISCELLANEOUS

SECTION
7.1Expenses.The Company shall pay legal (not to exceed $25,000) and all other reasonable
out-of-pocket expenses incurred by the Purchaser in connection with this transaction regardless of whether the transaction contemplated hereby is consummated. Such expenses of
the Purchaser shall be promptly paid by the Company upon presentation to the Company of satisfactory evidence of such expenses. If any action at law or in equity is commenced to enforce or interpret
the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and disbursements in addition to any other relief to which such party may be entitled.

SECTION
7.2Survival of Agreements.All covenants, agreements, representations, and warranties made
herein or in the Ancillary Agreements, or any certificate or instrument delivered to the Purchaser pursuant to this Agreement or the Ancillary Agreements, shall survive the execution and delivery of
this Agreement and the Ancillary Agreements, the issuance, sale, and delivery of the Series D Preferred Stock and the Warrants, and the issuance and delivery of the Conversion Shares and the
Warrant Shares and all statements contained in any certificate or other instrument delivered by the Company hereunder or thereunder shall be deemed to constitute representations and warranties made by
the Company.

SECTION
7.3Brokerage.Each party hereto shall be responsible for any brokerage, finder's fees or other
commissions arising from or incurred in connection with the transactions contemplated by this Agreement and the Ancillary Agreements as a result of his or its actions, and will indemnify and hold
harmless the other parties hereto against and in respect of any claim for brokerage, finder's fees or other commissions relative to this Agreement, or to the transactions contemplated hereby, based in
any way on agreements, arrangements, or understandings made or claimed to have been made by him or it with any third party.

SECTION
7.4Parties in Interest.All representations, covenants, and agreements contained in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. Without limiting
the generality of the foregoing, all representations, covenants, and agreements benefiting the Purchaser shall inure to the benefit of any and all subsequent holders from time to time of
Series D Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares.

SECTION
7.5Notices.All notices, requests, consents, and other communications hereunder shall be in
writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier, addressed as follows:



21

---

or,
in any such case, at such other address or addresses as shall have been furnished in writing by such party to the others.

SECTION
7.6Governing Law.This Agreement, and any dispute, controversy or claim ("Claim") arising out
of or relating to this Agreement or a breach thereof, shall be governed by, and construed in accordance with, the laws of the State of California. Except as specifically set forth below in this
paragraph, no Claim may be commenced, prosecuted or continued in any court other than (i) to the extend that such Claim presents a proper basis for Federal jurisdiction, to the United States
District Court of the Northern District of California, or (ii) to the extent that there is no proper basis for Federal jurisdiction for such Claim, to the courts of the State of California
located in, the City and County of San Francisco, which courts shall have exclusive jurisdiction over the adjudication of such matters, and each of the parties hereto consents to the exclusive
jurisdiction of such courts and personal service, service by mail or any other method of service permitted by law with respect thereto. Each party agrees that a final judgment in any such Claim
brought in any such court shall be conclusive and binding upon such party and may be enforced in any other court the jurisdiction to which such party is or may be subject, by suit upon such judgment.

SECTION
7.7Entire Agreement.This Agreement, including the Schedules and Exhibits hereto, constitutes
the sole and entire agreement of the parties with respect to the subject matter hereof. All Schedules and Exhibits hereto are hereby incorporated herein by reference.

SECTION
7.8Counterparts.This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument.

SECTION
7.9Amendments and Waivers.This Agreement may not be amended or modified, and no provisions
hereof may be waived, without the written consent of the Company and the Purchaser.

SECTION
7.10Severability.If any provision of this Agreement shall be declared void or unenforceable
by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby.

SECTION
7.11Titles and Subtitles.The titles and subtitles used in this Agreement are for convenience
only and are not to be considered in construing or interpreting any term or provision of this Agreement.

SECTION
7.12Remedies.Purchaser, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to
waive the defense in any action for specific performance that a remedy at law would be adequate. In addition, the rights of Purchaser set forth in this Agreement shall be in addition to, and not in
lieu of, any other rights that the Purchaser may have in any capacity, including without limitation in their capacities as equity holders in the Company pursuant to the Articles of Incorporation, the
Ancillary Agreements, or otherwise.

SECTION
7.13Certain Defined Terms.As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):



22

---



23

---



SECTION
7.14Statement of Intent Concerning Merger.It is the present intent of Purchaser and the
Company to consider the possibility of a merger or consolidation of the Company with and into Purchaser.

SECTION
7.15Facsimile Signatures.Any signature page delivered by facsimile shall be binding to the same extent as an
original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart
to any party which requires it.

[Remainder of page intentionally left blank]

24

---

IN WITNESS WHEREOF, the Company and the Purchaser have executed this Agreement as of the day and year first above written.

| |  | EPEXEGY CORPORATION,
d/b/a/ CriticalPoint Software
| |  | --------------------------------------------------
| |  | By:                                               
| |  | Title:                                            
| |  | EPEXEGY MERGER SUB CORP                           
| |  | By:                                               
| |  | Title:                                            
| |  | PURCHASER:                                        
| |  | FINET.com, INC.                                   
| |  | By:                                               
| |  | Title                                             

25

---

Disclosure Schedules

|Exhibit A |  | Terms of Series D Preferred Stock
|--------- |  | ---------------------------------
|Exhibit B |  | Warrant                          
|Exhibit C |  | Investors Rights Agreement       
|Exhibit D |  | Stockholders' Agreement          
|Exhibit E |  | Opinion of Company Counsel       
|Exhibit F |  | Use of Proceeds                  

26

---

QuickLinks