<PAGE>
                                                                    EXHIBIT 10.4


                                  VISAER, INC.

                     SERIES A-1 CONVERTIBLE PREFERRED STOCK
                               PURCHASE AGREEMENT



                            Dated as of July 1, 2001


<PAGE>


NOTE: - EXHIBITS B THROUGH I ARE NOT FILED HEREWITH BUT WILL BE FILED
SUPPLEMENTALLY UPON THE REQUEST OF THE SECURITIES AND EXCHANGE COMMISSION.

EXHIBITS

         Exhibit A            List of Purchasers
         Exhibit B            Amended and Restated Certificate of Incorporation
         Exhibit C            Exceptions to Representations
         Exhibit D            Share Capitalization
         Exhibit E            Employee Invention Assignment, Confidentiality and
                              Non-Competition Agreement
         Exhibit F            Intentionally Omitted
         Exhibit G            Stockholders' Voting Agreement
         Exhibit H            Investor Rights Agreement
         Exhibit I            Right of First Refusal and Co-Sale Agreement


                                      -ii-

<PAGE>


                                  VISAER, INC.
            SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

THIS SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this
"Agreement") is dated as of July 1, 2001 and is entered into by and among
VISaer, Inc., a Delaware corporation (the "Company") and the individuals and
entities listed on Exhibit A hereto (the "Purchasers.")

In consideration of the mutual promises and covenants contained in this
Agreement, the parties hereto agree as follows:

1.       AUTHORIZATION AND SALE OF SHARES.

         1.1      Authorization. The Company has, or before the Closing (as
                  defined in Section 2) will have, duly authorized the sale and
                  issuance, pursuant to the terms of this Agreement, of
                  97,230,804 shares of its Series A-1 Convertible Preferred
                  Stock, $.001 par value per share (the "Series A-1 Preferred,")
                  having the rights, restrictions, privileges and preferences
                  set forth in the Amended and Restated Certificate of
                  Incorporation of the Company attached hereto as Exhibit B (the
                  "Certificate.") The Company has, or before the Closing will
                  have, adopted and filed the Certificate with the Secretary of
                  State of the State of Delaware.

         1.2      Sale of Shares. Subject to the terms and conditions of this
                  Agreement, at the Closing the Company will sell and issue to
                  each of the Purchasers, and each of the Purchasers will
                  purchase, the number of shares of Series A-1 Preferred set
                  forth opposite such Purchaser's name on Exhibit A for the
                  purchase price of $0.0801 per share (the "Purchase Price").
                  The shares of Series A-1 Preferred sold under this Agreement
                  are referred to as the "Shares." The Company's agreement with
                  each of the Purchasers is a separate agreement, and the sale
                  of Shares to each of the Purchasers is a separate sale.

         1.3      Payment for the Shares. The purchasers will pay for the Shares
                  through the cancellation and surrender to the Company of the
                  promissory notes and the shares of common and preferred stock
                  of the Company held by them as of the Closing as set forth in
                  Exhibit A.

2.       THE CLOSING. The closing (the "Closing") of the sale and purchase of
         the Shares under this Agreement shall take place at the offices of the
         Company at 10:00 a.m. on June 29, 2001, or at such other time, date and
         place as are mutually agreeable to the parties. At the Closing, the
         Company shall deliver to each of the Purchasers a certificate for the
         number of Shares being purchased at the Closing by such Purchaser,
         registered in the name of such Purchaser, against payment to the
         Company of the Purchase Price. The date of the Closing is hereinafter
         referred to as the "Closing Date." If at the Closing any of the
         conditions specified in Section 6, below, shall not have been
         fulfilled, each of the Purchasers shall, at its election, be relieved
         of all of its obligations under this Agreement without thereby waiving
         any other rights it may have by reason of such failure or such
         non-fulfillment.

3.       REPRESENTATIONS OF THE COMPANY. The Company hereby represents and
         warrants to each of the Purchasers that the statements contained in
         this Section 3 are true, complete and correct except as disclosed by
         the Company in Exhibit C hereto. Exhibit C shall be arranged in
         paragraphs corresponding to the numbered and lettered paragraphs
         contained in this Section 3, and the disclosures in any paragraph of
         Exhibit C shall qualify only the corresponding paragraph of this
         Section 3, unless otherwise specified. All references to the "Company"
         in this Section 3 shall be deemed to also refer to its subsidiaries.

         3.1      Organization and Standing. The Company is a corporation duly
                  organized, validly existing and in good standing under the
                  laws of the State of Delaware and has full corporate power and
                  authority to conduct its business as presently conducted and
                  as proposed to be conducted by it and to enter into and
                  perform this Agreement and all other agreements required to be
                  executed


                                                                    Page 1 of 16
<PAGE>

                  by the Company at or prior to the Closing pursuant to Section
                  6.4 (the "Ancillary Agreements") and to carry out the
                  transactions contemplated by this Agreement and the Ancillary
                  Agreements. The Company is duly qualified to do business as a
                  foreign corporation and is in good standing in the
                  Commonwealth of Massachusetts and in every other jurisdiction
                  in which the failure so to qualify would have a material
                  adverse effect on the business, prospects, assets or condition
                  (financial or otherwise) of the Company (a "Company Material
                  Adverse Effect.") True and correct copies of the By-Laws of
                  the Company, as amended to date and as will be in effect at
                  the Closing have been furnished to the Purchaser. The Company
                  has at all times complied with all provisions of its
                  Certificate and By-laws and is not in default under, or in
                  violation of, any such provision.

         3.2      Capitalization. The authorized capital stock of the Company
                  (immediately prior to the Closing) is as set forth on Exhibit
                  D hereto. All of the issued and outstanding shares of Common
                  Stock and Preferred Stock have been duly authorized and
                  validly issued and are fully paid and nonassessable. Except as
                  provided in this Agreement or as set forth in Exhibit D, (i)
                  no subscription, warrant, option, convertible security or
                  other right (contingent or otherwise) to purchase or acquire
                  any shares of capital stock of the Company is authorized or
                  outstanding, (ii) the Company has no obligation (contingent or
                  otherwise) to issue any subscription, warrant, option,
                  convertible security or other such right or to issue or
                  distribute to holders of any shares of its capital stock any
                  evidences of indebtedness or assets of the Company, (iii) the
                  Company has no obligation (contingent or otherwise) to
                  purchase, redeem or otherwise acquire any shares of its
                  capital stock or any interest therein or to pay any dividend
                  or make any other distribution in respect thereof, and (iv)
                  there are no outstanding or authorized stock appreciation,
                  phantom stock or similar rights with respect to the Company.
                  All of the issued and outstanding shares of capital stock of
                  the Company have been offered, issued and sold by the Company
                  in compliance with applicable federal and state securities
                  laws. Except as disclosed on Exhibit D and except as provided
                  herein, the Company is not under any obligation and has not
                  granted any rights to register under the Securities Act of
                  1933 any of its presently outstanding securities or any of its
                  securities that may subsequently be issued. To the Company's
                  knowledge, except as provided herein, no shareholder of the
                  Company is a party to any agreement with respect to the voting
                  of the Company's securities.

         3.3      Subsidiaries, Etc. The Company has two active and one inactive
                  subsidiaries all of the outstanding stock of which is owned by
                  the Company. The Company does not own or control, directly or
                  indirectly, any shares of capital stock of any other
                  corporation or any interest in any partnership, joint venture
                  or other non-corporate business enterprise.

         3.4      Security Holder Lists and Agreements. The Company has
                  furnished to the Purchasers a true and complete list of the
                  security holders of the Company, showing the number of shares
                  of Common Stock, Preferred Stock or other securities of the
                  Company held by each security holder as of the date of this
                  Agreement and, in the case of options, warrants and other
                  convertible securities, the exercise price thereof and the
                  number and type of securities issuable thereunder. Except as
                  provided in this Agreement, there are no agreements, written
                  or oral, between the Company and any holder of its securities,
                  or, to the Company's knowledge, among any holders of its
                  securities, relating to the acquisition (including without
                  limitation rights of first refusal, anti-dilution or
                  pre-emptive rights), disposition, registration under the
                  Securities Act of 1933, as amended (the "Securities Act"), or
                  voting of the capital stock of the Company other than those to
                  which the Purchasers are parties.

         3.5      Issuance of Shares. The issuance, sale and delivery of the
                  Shares in accordance with this Agreement, and the issuance and
                  delivery of the shares of Common Stock issuable upon
                  conversion of the Shares, have been, or will be on or prior to
                  the Closing, duly authorized by all necessary corporate action
                  on the part of the Company, and all such shares have been duly



                                                                    Page 2 of 16
<PAGE>

                  reserved for issuance. The Shares when so issued, sold and
                  delivered against payment therefor in accordance with the
                  provisions of this Agreement, and the shares of Common Stock
                  issuable upon conversion of the Shares, when issued upon such
                  conversion, will be duly and validly issued, fully paid and
                  nonassessable.

         3.6      Authority for Agreement; No Conflict. The execution, delivery
                  and performance by the Company of this Agreement and the
                  Ancillary Agreements, and the consummation by the Company of
                  the transactions contemplated hereby and thereby, have been
                  duly authorized by all necessary corporate action. This
                  Agreement has been, and the Ancillary Agreements when executed
                  at the Closing will be, duly executed and delivered by the
                  Company and constitute valid and binding obligations of the
                  Company enforceable in accordance with their respective terms,
                  subject as to enforcement of remedies to applicable
                  bankruptcy, insolvency, reorganization, moratorium or similar
                  laws affecting generally the enforcement of creditors' rights
                  and subject to a court's discretionary authority with respect
                  to the granting of a decree ordering specific performance or
                  other equitable remedies. The execution and performance of the
                  transactions contemplated by this Agreement and the Ancillary
                  Agreements and compliance with their respective provisions by
                  the Company will not (a) conflict with or violate any
                  provision of the Certificate or By-laws of the Company; (b)
                  require on the part of the Company any filing with, or any
                  permit, authorization, consent or approval of, any court,
                  arbitrational tribunal, administrative agency or commission or
                  other governmental or regulatory authority or agency (each of
                  the foregoing is hereafter referred to as a "Governmental
                  Entity;") (c) conflict with, result in a breach of, constitute
                  (with or without due notice or lapse of time or both) a
                  default under, result in the acceleration of, create in any
                  party the right to accelerate, terminate, modify or cancel, or
                  require any notice, consent or waiver under, any contract,
                  lease, sublease, license, sublicense, franchise, permit,
                  indenture, agreement or mortgage for borrowed money,
                  instrument of indebtedness, Security Interest (as defined
                  below) or other arrangement to which the Company is a party or
                  by which the Company is bound or to which its assets are
                  subject; (d) result in the imposition of any Security Interest
                  upon any assets of the Company; or (e) violate any order,
                  writ, injunction, decree, statute, rule or regulation
                  applicable to the Company or any of its properties or assets.
                  For purposes of this Agreement, "Security Interest" means any
                  mortgage, pledge, security interest, encumbrance, charge, or
                  other lien (whether arising by contract or by operation of
                  law.

         3.7      Governmental Consents. No consent, approval, order or
                  authorization of, or registration, qualification, designation,
                  declaration or filing with, any Governmental Entity is
                  required on the part of the Company in connection with the
                  execution and delivery of this Agreement or the Ancillary
                  Agreements, the offer, issuance, sale and delivery of the
                  Shares, the issuance and delivery of the shares of Common
                  Stock issuable upon conversion of the Shares or the other
                  transactions to be consummated at the Closing, as contemplated
                  by this Agreement and the Ancillary Agreements, except such
                  filings as shall have been made prior to and shall be
                  effective on and as of the Closing and such filings required
                  to be made after the Closing under applicable federal and
                  state securities laws. Based on the representations made by
                  each of the Purchasers in Section 5 of this Agreement, the
                  offer and sale of the Shares to each of the Purchasers will be
                  in compliance with applicable federal and state securities
                  laws.

         3.8      Litigation. Except as set forth in Exhibit C, there is no
                  action, suit or proceeding, or governmental inquiry or
                  investigation, pending, or, to the Company's knowledge, any
                  basis therefor or threat thereof, against the Company which
                  questions the validity of this Agreement or the right of the
                  Company to enter into it, or which might result, either
                  individually or in the aggregate, in a Company Material
                  Adverse Effect The Company is not subject to any outstanding
                  judgement, order or decree.


                                                                    Page 3 of 16
<PAGE>

         3.9      Financial Statements. The Company has furnished to each of the
                  Purchasers a complete and correct copy of the audited
                  financial statements of the Company for the period ending
                  December 31, 2000 and the unaudited balance sheet of the
                  Company (the "Balance Sheet") at May 31, 2001 (the "Balance
                  Sheet Date") and the related statements of operations and cash
                  flow for the period then ended (collectively, the "Financial
                  Statements.") The Financial Statements are complete and
                  correct, are in accordance with the books and records of the
                  Company and present fairly the financial condition and results
                  of operations of the Company, at the dates and for the periods
                  indicated, and have been prepared in accordance with generally
                  accepted accounting principles ("GAAP") consistently applied,
                  except that the Financial Statements may not be in accordance
                  with GAAP because of the absence of footnotes normally
                  contained therein and are subject to normal year-end audit
                  adjustments which in the aggregate will not be material.

         3.10     Absence of Undisclosed Liabilities. The Company does not have
                  any liability (whether known or unknown and whether absolute
                  or contingent), except for (a) liabilities shown on the
                  Balance Sheet and in the notes thereto; and (b) liabilities
                  which have arisen since the Balance Sheet Date in the ordinary
                  course of business and which do not exceed $10,000; and (c)
                  contractual and other liabilities incurred in the ordinary
                  course of business which are not required by GAAP to be
                  reflected on a balance sheet, and which are not in the
                  aggregate material.

         3.11     Taxes. The amount shown on the Balance Sheet as provision for
                  taxes is sufficient in all respects for payment of all accrued
                  and unpaid federal, state, county, local and foreign taxes for
                  the period then ended and all prior periods. The Company has
                  filed or has obtained presently effective extensions with
                  respect to all federal, state, county, local and foreign tax
                  returns which are required to be filed by it, such returns are
                  true and correct and all taxes shown thereon to be due have
                  been timely paid. [Federal income tax returns of the Company
                  have not been audited by the Internal Revenue Service,] [and
                  no controversy with respect to taxes of any type is pending
                  or, to the Company's knowledge, threatened]. The Company has
                  withheld or collected from each payment made to its employees
                  the amount of all taxes required to be withheld or collected
                  therefrom and has paid all such amounts to the appropriate
                  taxing authorities when due. Neither the Company nor any of
                  its stockholders has ever filed (a) an election pursuant to
                  Section 1362 of the Internal Revenue Code of 1986, as amended
                  (the "Code"), that the Company be taxed as an S Corporation;
                  or (b) a consent pursuant to Section 341(f) of the Code
                  relating to collapsible corporations.

         3.12     Property and Assets. The Company has good title to, or a valid
                  leasehold interest in, all of its material properties and
                  assets, including all properties and assets reflected in the
                  Balance Sheet, except those disposed of since the date thereof
                  in the ordinary course of business, and none of such
                  properties or assets is subject to any Security Interest other
                  than those the material terms of which are described in the
                  Balance Sheet or in Exhibit C.

         3.13     Intellectual Property.

                  (a)      The Company owns, free and clear of all Security
                           Interests, or has the valid right to use all
                           Intellectual Property (as defined below in this
                           Section 3.13) used by it in its business as currently
                           conducted or as currently proposed to be conducted.
                           No other person or entity (other than licensors of
                           software that is generally commercially available,
                           joint owners or licensors of Intellectual Property
                           under the agreements disclosed pursuant to
                           subparagraph (d) below and non-exclusive licensees of
                           the Company's Intellectual Property in the ordinary
                           course of the Company's business) has any rights to
                           any of the Intellectual Property owned or used by the
                           Company, and, to the Company's knowledge, no other
                           person or entity is infringing, violating or
                           misappropriating any of the Intellectual Property
                           that the Company owns. For purposes of this
                           Agreement, "Intellectual Property" means



                                                                    Page 4 of 16
<PAGE>

                           all (i) patents and patent applications; (ii)
                           copyrights and registrations thereof; (iii) mask
                           works and registrations and applications for
                           registration thereof; (iv) computer software, data
                           and documentation; (v) trade secrets and confidential
                           business information, whether patentable or
                           unpatentable and whether or not reduced to practice,
                           know-how, manufacturing and production processes and
                           techniques, research and development information,
                           copyrightable works, financial, marketing and
                           business data, pricing and cost information, business
                           and marketing plans and customer and supplier lists
                           and information; (vi) trademarks, service marks,
                           trade names, domain names and applications and
                           registrations therefor; and (vii) other proprietary
                           rights relating to any of the foregoing.

                  (b)      None of the activities or business conducted by the
                           Company or proposed to be conducted by the Company
                           infringes, violates or constitutes a misappropriation
                           of (or in the past infringed, violated or constituted
                           a misappropriation of) any Intellectual Property of
                           any other person or entity. The Company has not
                           received any complaint, claim or notice alleging any
                           such infringement, violation or misappropriation, and
                           to the knowledge of the Company, there is no basis
                           for any such complaint, claim or notice.

                  (c)      The Company has taken reasonable precautions (i) to
                           protect its rights in its Intellectual Property; and
                           (ii) to maintain the confidentiality of its trade
                           secrets, know-how and other confidential Intellectual
                           Property, and to the Company's knowledge, there have
                           been no acts or omissions (other than those made
                           based on reasonable, good faith business decisions)
                           by the officers, directors, shareholders and
                           employees of the Company the result of which would be
                           to materially compromise the rights of the Company to
                           apply for or enforce appropriate legal protection of
                           the Company's Intellectual Property.

                  (d)      All of the Company's Intellectual Property has been
                           created by employees of the Company within the scope
                           of their employment by the Company or by independent
                           contractors of the Company who have executed
                           agreements expressly assigning all right, title and
                           interest in such Intellectual Property to the Company
                           and no portion of the Company's Intellectual Property
                           was jointly developed with any third party.

         3.14     Insurance. The Company's insurance policies are in full force
                  and effect and are in amounts and of a nature which are
                  adequate and customary for the Company's business. All
                  premiums due on the Insurance Policies have been paid and
                  there is no default under any of the Insurance Policies. The
                  Company has not received any notice or other communication
                  from any issuer of the Insurance Policies canceling or
                  materially amending any of such policies, increasing any
                  deductibles or retained amounts thereunder, or increasing the
                  annual or other premiums payable thereunder, and, to the
                  knowledge of the Company, no such cancellation, amendment or
                  increase of deductibles, retainages or premiums is threatened.

         3.15     Material Contracts and Obligations. All of the Company's
                  material agreements and contracts are valid, binding and in
                  full force and effect. Neither the Company, nor, to the
                  Company's knowledge, any other party thereto, is in default of
                  any of its obligations under any of the agreements or
                  contracts in a manner which could have a Company Material
                  Adverse Effect.

         3.16     Compliance. The Company has, in all material respects,
                  complied with all laws, regulations and orders applicable to
                  its present and proposed business and has all material permits
                  and licenses required thereby. There is no term or provision
                  of any mortgage, indenture, contract, agreement or instrument
                  to which the Company is a party or by which it is bound, or,
                  to the Company's knowledge, of any provision of any state or
                  federal judgment, decree, order, statute, rule or regulation
                  applicable to or binding upon the Company, which materially
                  adversely affects or, so far as the Company may now foresee,
                  in the future is reasonably likely to result in or have a
                  Company Material Adverse Effect.



                                                                    Page 5 of 16
<PAGE>

         3.17     Absence of Changes. Since the Balance Sheet Date, there has
                  not been (other than changes expressly contemplated by this
                  Agreement and the Ancillary Agreements) (a) any change in the
                  assets, liabilities, financial condition or operations of the
                  Company from those reflected on the Balance Sheet, except
                  changes in the ordinary course of business that have not been,
                  either individually or in the aggregate, materially adverse;
                  (b) any adverse change (individually or in the aggregate),
                  except in the ordinary course of business, in the contingent
                  obligations of the Company by way of guaranty, endorsement,
                  indemnity, warranty or otherwise; (c) any damage, destruction
                  or loss, whether or not covered by insurance, materially and
                  adversely affecting the properties or business of the Company;
                  (d) any waiver or compromise by the Company of a valuable
                  right or of a material debt owed to it; (e) any loans made by
                  the Company to its employees, officers or directors other than
                  travel advances made in the ordinary course of business; (f)
                  any extraordinary increases in the compensation of any
                  Company's employees, officers or directors not approved by the
                  Board of Directors; (g) any declaration or any payment of any
                  dividend or other distribution of the assets of the Company;
                  (h) any issuance or a sale by the Company of any shares of its
                  Common Stock, Preferred Stock or other securities other than
                  pursuant to the Company's stock option plans; (i) to the
                  Company's knowledge, any other event or condition of any
                  character that has materially and adversely affected the
                  Company's business or prospects; or (j) any agreement or
                  commitment by the Company to do any of the things described in
                  this Section 3.17.

         3.18     Employees. All employees of the Company who have access to
                  confidential or proprietary information of the Company have
                  executed and delivered nondisclosure, non-competition and
                  assignment of invention agreements, and all of such agreements
                  are in full force and effect. The Company is not aware that
                  any employee of the Company has plans to terminate his or her
                  employment relationship with the Company. The Company has
                  complied in all material respects with all applicable laws
                  relating to wages, hours, equal opportunity, collective
                  bargaining, workers' compensation insurance and the payment of
                  social security and other taxes. None of the employees of the
                  Company is represented by any labor union, and there is no
                  labor strike or other labor trouble pending with respect to
                  the Company (including, without limitation, any organizational
                  drive) or, to the Company's knowledge, threatened.

         3.19     ERISA. Each of the Company's employee benefit plans complies
                  in all material respects with all applicable requirements of
                  ERISA and the Code.

         3.20     Books and Records. The minute books of the Company contain
                  complete and accurate records of all material corporate
                  actions of its stockholders and its Board of Directors and
                  committees thereof. The stock ledger of the Company is
                  complete and reflects all issuances, transfers, repurchases
                  and cancellations of shares of capital stock of the Company.

         3.21     Permits. The Company has all permits that are required for the
                  Company to conduct its business as presently or proposed to be
                  conducted, except for those the absence of which would not
                  have a Company Material Adverse Effect. All such permits are
                  in full force and effect and, to the knowledge of the Company,
                  no suspension or cancellation of any of such permits is
                  threatened.

         3.22     Environmental Matters.

                  (a)      The Company has complied in all material respects
                           with all applicable Environmental Laws (as defined
                           below in this Section 3.22(a)). There is no pending
                           or, to the knowledge of the Company, threatened civil
                           or criminal litigation, written notice of violation,
                           formal administrative proceeding, or investigation,
                           inquiry or information request by any Governmental
                           Entity, relating to any Environmental Law involving
                           the Company. For purposes of this Agreement,
                           "Environmental Law" means any federal, state or local
                           law, statute, rule or regulation or the common law
                           relating to the protection of human health or the
                           environment.



                                                                    Page 6 of 16
<PAGE>

                  (b)      Neither the Company, nor to the knowledge of the
                           Company, has any third party released any Materials
                           of Environmental Concern (as defined below in this
                           Section 3.22(b)) into the environment at any parcel
                           of real property or any facility formerly or
                           currently owned, operated or controlled by the
                           Company. The Company is not aware of any releases of
                           Materials of Environmental Concern at parcels of real
                           property of facilities other than those owned,
                           operated or controlled by the Company that could
                           reasonably be expected to have an impact on the real
                           property or facilities owned, operated or controlled
                           by the Company. For purposes of this Agreement,
                           "Materials of Environmental Concern" means any
                           chemicals, pollutants or contaminants, hazardous
                           substances, solid wastes and hazardous wastes, toxic
                           materials, oil or petroleum and petroleum products,
                           or any other material subject to regulation under any
                           Environmental Law.

                  (c)      The Company is not aware of any material
                           environmental liability of the solid and hazardous
                           waste transporters and treatment, storage and
                           disposal facilities that have been utilized by the
                           Company.

                  (d)      The Company is not aware of any environmental report,
                           investigation or audit (whether conducted by or on
                           behalf of the Company or a third party, and whether
                           done at the initiative of the company or directed by
                           a Governmental Entity or other third party) issued or
                           conducted relating to premises currently or
                           previously owned or operated by the Company.

         3.23     U.S. Real Property Holding Corporation. The Company is not now
                  and has never 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.

         3.24     Related Party Transactions. Except as disclosed on Exhibit C,
                  no employee, officer, shareholder or director of the Company
                  or member of his or her immediate family is indebted to the
                  Company, nor is the Company indebted (or committed to make
                  loans or extend or guarantee credit) to any of them, other
                  than (i) for payment of salary for services rendered; (ii)
                  reimbursement for reasonable expenses incurred on behalf of
                  the Company; and (iii) for other standard employee benefits
                  made generally available to all employees (not including stock
                  option agreements outstanding under any stock option plan
                  approved by the Board of Directors of the Company.) To the
                  Company's knowledge, none of such persons has any direct or
                  indirect ownership interest in any firm or corporation with
                  which the Company is affiliated or with which the Company has
                  a business relationship, or any firm or corporation that
                  competes with the Company, except that employees, officers or
                  directors of the Company and members of their immediate
                  families may own stock in publicly traded companies with which
                  the Company has a business relationship, or that may compete
                  with the Company. To the Company's knowledge, no officer,
                  director, or shareholder or any member of their immediate
                  families is, directly or indirectly, interested in any
                  contract with the Company (other than such contracts as they
                  relate to any such person's employment with the Company or
                  ownership of capital stock of the Company, or as otherwise
                  contemplated by this Agreement).

         3.25     Disclosures. Neither this Agreement nor any exhibit hereto,
                  nor any report, certificate or instrument furnished to any of
                  the Purchasers or their special counsel in connection with the
                  transactions contemplated by this Agreement when read
                  together, contains or will contain any untrue statement of a
                  material fact or omits or will omit to state a material fact
                  necessary in order to make the statements contained herein or
                  therein, in light of the circumstances under which they were
                  made, not misleading.

4.       INTENTIONALLY OMITTED

5.       REPRESENTATIONS OF THE PURCHASERS. Each of the Purchasers severally
         represents and warrants to the Company as follows:



                                                                    Page 7 of 16
<PAGE>

         5.1      Investment. Such Purchaser is acquiring the Shares, and the
                  shares of Common Stock into which the Shares may be converted,
                  for its own account for investment and not with a view to, or
                  for sale in connection with, any distribution thereof, nor
                  with any present intention of distributing or selling the
                  same; and, except as contemplated by this Agreement and the
                  exhibits hereto, such Purchaser has no present or contemplated
                  agreement, undertaking, arrangement, obligation, indebtedness
                  or commitment providing for the disposition thereof. Such
                  Purchaser is an "accredited investor" as defined in Rule
                  501(a) under the Securities Act.

         5.2      Authority. Such Purchaser has full power and authority to
                  enter into and to perform this Agreement in accordance with
                  its terms. Any Purchaser that is a corporation, partnership or
                  trust represents that it has not been organized, reorganized
                  or recapitalized specifically for the purpose of investing in
                  the Company.

         5.3      Experience. Such Purchaser has carefully reviewed the
                  representations concerning the Company contained in this
                  Agreement and has made detailed inquiry concerning the
                  Company, its business and its personnel; the officers of the
                  Company have made available to such Purchaser any and all
                  written information which it has requested and have answered
                  to such Purchaser's satisfaction all inquiries made by such
                  Purchaser; and such Purchaser has sufficient knowledge and
                  experience in finance and business that it is capable of
                  evaluating the risks and merits of its investment in the
                  Company and such Purchaser is able financially to bear the
                  risks thereof.

6.       CONDITIONS TO THE OBLIGATIONS OF THE PURCHASERS. The obligation of each
         of the Purchasers to purchase Shares at the Closing is subject to the
         fulfillment, or the waiver by such Purchaser, of each of the following
         conditions on or before the Closing:

         6.1      Accuracy of Representations and Warranties. Each
                  representation and warranty contained in Section 3 shall be
                  true on and as of the Closing Date with the same effect as
                  though such representation and warranty had been made on and
                  as of that date except for those representations and
                  warranties that are given with respect to a specified date.

         6.2      Performance. The Company shall have performed and complied
                  with all agreements and conditions contained in this Agreement
                  required to be performed or complied with by the Company prior
                  to or at the Closing.

         6.3      Ancillary Agreements.

                  (a)      Stockholders' Voting Agreement. The Stockholders'
                           Voting Agreement attached hereto as Exhibit G (the
                           "Stockholders' Voting Agreement") shall have been
                           executed and delivered by the Company, each of the
                           Purchasers and by each of David R. A. Steadman, Chief
                           Executive Officer, David J. Spellman, President and
                           Geoffrey P. Andrew, Chief Technology Officer of the
                           Company (collectively referred to as the "Key
                           Executives.") All such action shall have been taken
                           as may be necessary to elect a Board of Directors of
                           the Company, effective upon the Closing, in
                           accordance with the Stockholders' Voting Agreement.

                  (b)      Investor Rights Agreement. The Investor Rights
                           Agreement attached hereto as Exhibit H (the "Investor
                           Rights Agreement") shall have been executed and
                           delivered by the Company and each of the Purchasers.

                  (c)      Right of First Refusal and Co-Sale Agreement. The
                           Right of First Refusal and Co-Sale Agreement attached
                           hereto as Exhibit I (the "Co-Sale Agreement") shall
                           have been executed and delivered by the Company and
                           each of the Purchasers and the Key Executives.

                  (d)      Non-Competition Agreement. Each Key Executives and
                           the Company has entered into an Employee Invention
                           Assignment, Confidentiality and Non-Competition
                           Agreement in the form of Exhibit E hereto.



                                                                    Page 8 of 16
<PAGE>

                  (e)      Amended and Restated Certificate of Incorporation.
                           The Amended and Restated Certificate of Incorporation
                           of the Company attached as Exhibit B shall have been
                           filed with the Secretary of State of the State of
                           Delaware.

         6.4      Certificates and Documents. The Company shall have delivered
                  to the Purchasers:

                  (a)      The Certificate of the Company, as amended and in
                           effect as of the Closing Date, certified by the
                           Secretary of State of the State of Delaware;

                  (b)      Certificates, as of the most recent practicable
                           dates, as to the corporate good standing of the
                           Company issued by the Secretary of State of the State
                           of Delaware and the Secretary of the Commonwealth of
                           Massachusetts;

                  (c)      Resolutions of the Board of Directors and
                           stockholders of the Company, authorizing and
                           approving all matters in connection with this
                           Agreement and the transactions contemplated hereby,
                           certified by the Secretary or Assistant Secretary of
                           the Company as of the Closing Date.

         6.5      Compliance Certificates. The Company shall have delivered to
                  the Purchasers a certificate, executed by the Chief Executive
                  Officer of the Company, dated the Closing Date, certifying to
                  the fulfillment of the conditions specified in Sections 6.1
                  and 6.2 of this Agreement.

         6.6      No Material Adverse Change. There shall not have been any
                  material adverse change in the business, financial conditions
                  or prospects of the Company and its subsidiaries taken as a
                  whole.

         6.7      Other Matters. All corporate and other proceedings in
                  connection with the transactions contemplated by this
                  Agreement and all documents and instruments incident to such
                  transactions shall be reasonably satisfactory in substance and
                  form to the Purchasers, and the Purchasers shall have received
                  all such counterpart originals or certified or other copies of
                  such documents as they may reasonably request.

         6.8      No Actions Restraining. No suit, proceeding, or investigation
                  shall have been commenced or threatened by any governmental
                  authority or Person on any grounds to restrain or enjoin, or
                  seek damages on account of, the consummation of the
                  transactions contemplated by this Agreement.

7.       CONDITION TO THE OBLIGATIONS OF THE COMPANY. The obligations of the
         Company under Section 1.2 of this Agreement are subject to the
         representations and warranties of the Purchasers contained in Section 5
         being true on and as of the Closing Date with the same effect as though
         such representations and warranties had been made on and as of that
         date.

8.       AFFIRMATIVE COVENANTS OF THE COMPANY.

         8.1      Inspection and Observation. The Company shall permit each
                  Purchaser, or any authorized representative thereof, to visit
                  and inspect the properties of the Company, including its
                  corporate and financial records, and to discuss its business
                  and finances with officers of the Company, during normal
                  business hours following reasonable notice and as often as may
                  be reasonably requested.

         8.2      Financial Statements and Other Financial Information. The
                  Company shall deliver to each Purchaser:

                  (a)      Monthly, unaudited financial statements prepared
                           substantially in accordance with GAAP as usual and
                           customary for private companies of similar size
                           within the United States as at the end of such month
                           within 15 days of month end, with commentary by the
                           Chief Executive Officer or the President.



                                                                    Page 9 of 16
<PAGE>

                  (b)      within 90 days after the end of each fiscal year of
                           the Company, an audited balance sheet of the Company
                           prepared in accordance with GAAP as at the end of
                           such year and audited statements of income and of
                           cash flows of the Company for such year, certified
                           with an unqualified opinion by certified public
                           accountants of established national reputation
                           selected by the Company and subject to the reasonable
                           prior approval of the Purchasers; and

                  (c)      An annual budget for the subsequent fiscal year
                           within 30 days prior to current year end;


         8.3      Material Events. The Company shall deliver to each Purchaser:

                  (a)      Notice of reportable events within 15 days of their
                           occurrence. Reportable events will include offers to
                           buy the Company, resignations or serious illnesses of
                           corporate officers, lawsuits and lenders' default
                           notices.

                  (b)      Notice of any known default in any major contract,
                           this Agreement or any of the Ancillary Agreements or
                           any loan agreements within 15 days of its occurrence.

                  (c)      Such other notices, information and data with respect
                           to the Company as the Company delivers to the holders
                           of its capital stock at the same time it delivers
                           such items to such holders.

                  (d)      With reasonable promptness, such other information
                           and data as such Purchaser may from time to time
                           reasonably request.

         8.4      Insurance. The Company shall maintain adequate property and
                  business insurance, including without limitation insurance
                  against loss, damage, fire, theft, public liability and other
                  risks.

         8.5      Agreements with Employees. The Company shall require all
                  persons now or hereafter employed by the Company who have
                  access to confidential and proprietary information of the
                  Company to enter into nondisclosure and assignment of
                  inventions agreements substantially in a form approved by the
                  Board of Directors of the Company.

         8.6      Directors.

                  (a)      The Company shall promptly reimburse in full each
                           director of the Company who is not an employee of the
                           Company for all of his or her reasonable
                           out-of-pocket expenses incurred in attending each
                           meeting of the Board of Directors of the Company or
                           any committee thereof.

                  (b)      The Board of Directors shall meet at least quarterly,
                           unless otherwise agreed by a majority of the members
                           of the Board of Directors who are not employees of
                           the Company or a subsidiary of the Company.

         8.7      Reservation of Common Stock. The Company shall reserve and
                  maintain a sufficient number of shares of Common Stock for
                  issuance upon conversion of all of the outstanding Shares.

         8.8      Related Party Transactions. The Company shall not enter into
                  any agreement with any stockholder, officer or director of the
                  Company, or any "affiliate" or "associate" of such persons (as
                  such terms are defined in the rules and regulations
                  promulgated under the Securities Act), including without
                  limitation any agreement or other arrangement providing for
                  the furnishing of services by, rental of real or personal
                  property from, or otherwise requiring payments to, any such
                  person or entity without the consent of at least a majority of
                  the members of the Company's Board of Directors having no
                  interest in such agreement or arrangement.

         8.9      Compliance with Law; Maintenance of Corporate Existence,
                  Properties and Records. The Company shall comply with all
                  laws, including environmental laws, applicable to it, except
                  where the failure to comply would not be reasonably likely to
                  result in a material adverse



                                                                   Page 10 of 16
<PAGE>

                  effect on the business, assets, operations, prospects or
                  financial or other condition of the Company. The Company shall
                  comply with and conduct its business in accordance with its
                  Certificate of Incorporation and Bylaws. The Company will
                  preserve, protect and maintain its corporate existence,
                  rights, franchises and privileges and all properties necessary
                  or useful to the proper conduct of its business. The Company
                  will at all times maintain proper books of record and account
                  which fairly present the financial condition and results of
                  operation of the Company in accordance with GAAP and maintain
                  internal control systems to the reasonable satisfaction of the
                  Purchasers.

         8.10     Termination of Covenants. The covenants of the Company
                  contained in Sections 8.1 through Section 8.9 shall terminate,
                  and be of no further force or effect, upon the closing of the
                  Company's first public offering of Common Stock pursuant to an
                  effective registration statement under the Securities Act
                  resulting in net proceeds to the Company of at least
                  $15,000,000 and at a price to the public at least equal to
                  three times the conversion price per share of the Series A-1
                  Preferred (as adjusted for stock splits, stock dividends,
                  recapitalizations and similar events.)

9.       TRANSFER OF SHARES.

         9.1      Restricted Shares. "Restricted Shares" means (a) the Shares;
                  (b) the shares of Common Stock issued or issuable upon
                  conversion of the Shares; (c) any shares of capital stock of
                  the Company acquired by the Purchasers pursuant to the
                  Investor Rights Agreement or the Co-Sale Agreement; and (iv)
                  any other shares of capital stock of the Company issued in
                  respect of such shares (as a result of stock splits, stock
                  dividends, reclassifications, recapitalizations, or similar
                  events); provided, however, that shares of Common Stock which
                  are Restricted Shares shall cease to be Restricted Shares (x)
                  upon any sale pursuant to a registration statement under the
                  Securities Act, under Section 4(1) of the Securities Act or
                  under Rule 144 under the Securities Act; or (y) at such time
                  as they become eligible for sale under Rule 144(k) under the
                  Securities Act.

         9.2      Requirements for Transfer.

                  (a)      Restricted Shares shall not be sold or transferred
                           unless either (i) they first shall have been
                           registered under the Securities Act; or (ii) such
                           sale or transfer is exempt from the registration
                           requirements of the Securities Act.

                  (b)      Notwithstanding the foregoing, but provided that each
                           transferee described below agrees in writing to be
                           subject to the terms of this Section 9 to the same
                           extent as if it were the original Purchaser
                           hereunder, no registration shall be required for

                           (i)      a transfer by a Purchaser which is a
                                    corporation to a majority owned subsidiary
                                    of such corporation;

                           (ii)     a transfer by a Purchaser which is a
                                    partnership to a partner of such
                                    partnership, or to an affiliated limited
                                    partnership managed by the same management
                                    company or managing general partner of such
                                    Purchaser or by an entity which controls, is
                                    controlled by, or is under common control
                                    with, such management company or managing
                                    general partner;

                           (iii)    a transfer by a Purchaser which is a trust
                                    to any beneficiary of the trust; or

                           (iv)     a transfer by a Purchaser which is a limited
                                    liability company to a member of such
                                    limited liability company.

                  (c)      no registration shall be required for a transfer made
                           in accordance with Rule 144 under the Securities Act.



                                                                   Page 11 of 16
<PAGE>

         9.3      Legend. Each certificate representing Restricted Shares shall
                  bear a customary Securities Act legend, which shall be removed
                  from the certificates representing any Restricted Shares at
                  the request of the holder thereof at such time as such shares
                  become eligible for resale pursuant to Rule 144(k) under the
                  Securities Act.

         9.4      Rule 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, upon the
                  written request of any Purchaser, provide in writing to such
                  Purchaser and to any prospective transferee of any Restricted
                  Shares of such Purchaser the information concerning the
                  Company described in Rule 144A(d)(4) under the Securities Act
                  ("Rule 144A Information"). The Company's obligations under
                  this Section 9.4 shall at all times be contingent upon receipt
                  from the prospective transferee of Restricted Shares of a
                  written agreement to take all reasonable precautions to
                  safeguard the Rule 144A Information from disclosure to anyone
                  other than persons who will assist such transferee in
                  evaluating the purchase of any Restricted Shares.

10.      MISCELLANEOUS.

         10.1     Successors and Assigns. This Agreement shall be binding upon
                  and inure to the benefit of the parties and their respective
                  successors and permitted assigns. This Agreement, and the
                  rights and obligations of each Purchaser hereunder, may be
                  assigned by such Purchaser to any person or entity to which
                  Shares are transferred by such Purchaser, and such transferee
                  shall be deemed a "Purchaser" for purposes of this Agreement;
                  provided that the transferee provides written notice of such
                  assignment to the Company. The Company may not assign its
                  rights under this Agreement.

         10.2     Confidentiality. Each Purchaser agrees to keep confidential
                  and will not disclose, divulge or use for any purpose other
                  than to monitor its investment in the Company any
                  confidential, proprietary or secret information which such
                  Purchaser may obtain from the Company pursuant to financial
                  statements, reports and other materials submitted by the
                  Company to such Purchaser pursuant to this Agreement, or
                  pursuant to visitation or inspection rights granted hereunder
                  ("Confidential Information,") unless such Confidential
                  Information is known, or until such Confidential Information
                  becomes known, to the public (other than as a result of a
                  breach of this Section 10.2 by such Purchaser;) provided,
                  however, that a Purchaser may disclose Confidential
                  Information (a) to its attorneys, accountants, consultants,
                  and other professionals to the extent necessary to obtain
                  their services in connection with monitoring its investment in
                  the Company; (b) to any prospective purchaser of any Shares
                  from such Purchaser as long as such prospective purchaser
                  agrees in writing to be bound by the provisions of this
                  Section 10.2; (c) to any affiliate of such Purchaser or to a
                  partner, stockholder or subsidiary of such Purchaser, provided
                  that such affiliate agrees in writing to be bound by the
                  provisions of this Section 10.2, or (d) as may otherwise be
                  required by law, including but not limited to Securities and
                  Exchange Commission and stock exchange disclosure requirements
                  applicable to any party hereof, provided that the Purchaser
                  takes reasonable steps to minimize the extent of any such
                  required disclosure.

         10.3     Survival of Representations and Warranties. All agreements,
                  representations and warranties contained herein shall survive
                  the execution and delivery of this Agreement and the closing
                  of the transactions contemplated hereby for a period of three
                  years.

         10.4     Expenses. The Company shall pay at the Closing the reasonable
                  expenses incurred by the Purchasers in conjunction with their
                  investment in the Series A-1 Preferred (including their
                  reasonable legal fees and expenses) up to a maximum of
                  $15,000.



                                                                   Page 12 of 16
<PAGE>

         10.5     Brokers. The Company and each Purchaser (a) represents and
                  warrants to the other parties hereto that it has not retained
                  a finder or broker in connection with the transactions
                  contemplated by this Agreement; and (b) will indemnify and
                  save the other parties harmless from and against any and all
                  claims, liabilities or obligations with respect to brokerage
                  or finders' fees or commissions, or consulting fees in
                  connection with the transactions contemplated by this
                  Agreement asserted by any person on the basis of any statement
                  or representation alleged to have been made by such
                  indemnifying party.

         10.6     Severability. The invalidity or unenforceability of any
                  provision of this Agreement shall not affect the validity or
                  enforceability of any other provision of this Agreement.

         10.7     Specific Performance. In addition to any and all other
                  remedies that may be available at law in the event of any
                  breach of this Agreement, each Purchaser shall be entitled to
                  specific performance of the agreements and obligations of the
                  Company hereunder and to such other injunctive or other
                  equitable relief as may be granted by a court of competent
                  jurisdiction.

         10.8     Governing Law. This Agreement shall be governed by and
                  construed in accordance with the internal laws of the State of
                  Delaware (without reference to the conflicts of law provisions
                  thereof.)

         10.9     Notices.

                  (a)      All notices, requests, consents, and other
                           communications under this Agreement shall be in
                           writing and either shall be delivered by hand against
                           a receipt therefor; or sent by reputable overnight
                           express courier service as follows:

                           If to the Company, at its headquarters address,
                           attention of the President, or at such other address
                           or addresses as may have been furnished in writing by
                           the Company to the Purchasers;

                           If to a Purchaser, at its address set forth on
                           Exhibit A, or at such other address or addresses as
                           may have been furnished to the Company in writing by
                           such Purchaser;

                  (b)      Notices provided in accordance with this Section 10.9
                           shall be deemed delivered upon personal delivery or
                           (x) in the case of notices provided within the
                           continental United States, at noon on the first
                           business day following deposit with a reputable
                           overnight express courier service, or (ii) in the
                           case of notices provided outside the continental
                           United States at noon on the second business day next
                           following deposit with a reputable overnight express
                           courier service.

                  (c)      Any party may give any notice, request, consent or
                           other communication under this Agreement using any
                           other means, but no such notice, request, consent or
                           other communication shall be deemed to have been duly
                           given unless and until it is actually received by the
                           party for whom it is intended. Any party may change
                           the address to which notices, requests, consents or
                           other communications hereunder are to be delivered to
                           it by giving the other parties notice in the manner
                           set forth in this Section.

         10.10    Complete Agreement. This Agreement including the exhibits
                  referred to herein and the Ancillary Agreements constitute the
                  entire agreement and understanding of the parties hereto with
                  respect to the subject matter hereof and supersedes all prior
                  agreements and understandings relating to such subject matter
                  including, without limitation, that certain Summary of Terms
                  dated May 21, 2001.

         10.11    Amendments and Waivers. Except as otherwise expressly set
                  forth in this Agreement, any term of this Agreement may be
                  amended or terminated and the observance of any term of this
                  Agreement may be waived (either generally or in a particular
                  instance and either retroactively or prospectively), with the
                  written consent of the Company and the holders of


                                                                   Page 13 of 16
<PAGE>

                  at least 51% of the shares of Common Stock issued or issuable
                  upon conversion of the Shares; ; provided however that any
                  amendment or termination which materially adversely affect a
                  party to this Agreement shall require the written consent of
                  such party, in addition to the majority consent. Any
                  amendment, termination or waiver effected in accordance with
                  this Section 10.11 shall be binding upon each holder of any
                  Shares (including shares of Common Stock into which such
                  Shares have been converted) even if they do not execute such
                  consent, on each future holder of all such securities and on
                  the Company. No waivers of or exceptions to any term,
                  condition or provision of this Agreement, in any one or more
                  instances, shall be deemed to be, or construed as, a further
                  or continuing waiver of any such term, condition or provision.

         10.12    Pronouns. Whenever the context may require, any pronouns used
                  in this Agreement shall include the corresponding masculine,
                  feminine or neuter forms, and the singular form of nouns and
                  pronouns shall include the plural, and vice versa.

         10.13    Counterparts; Facsimile Signatures. This Agreement may be
                  executed in any number of counterparts, each of which shall be
                  deemed to be an original, and all of which shall constitute
                  one and the same document. This Agreement may be executed by
                  facsimile signatures.

         10.14    Section Headings. The section headings are for the convenience
                  of the parties and are not intended to alter, modify, amend,
                  limit, or restrict the contractual obligations of the parties.

         10.15    Aggregation of Shares. The Shares held by any Purchasers who
                  are affiliates of each other and their assignees shall be
                  aggregated for purposes of determining the availability of any
                  right or the applicability of any limitation under this
                  Agreement. For the avoidance of doubt, an affiliate shall
                  include, without limitation, (a) an entity which controls, is
                  controlled by or is under common control with, a Purchaser;
                  (b) as to a Purchaser which is a limited partnership, any of
                  its limited partners or retired partners, or the estate of any
                  such partner, and any affiliated limited partnership managed
                  by the same management company or managing general partner of
                  such Purchaser or by any entity which controls, is controlled
                  by, or is under common control with, such management company
                  or managing general partner; or (c) any beneficiary of a trust
                  which is a Purchaser.

            [The remainder of this page is intentionally left blank]



                                                                   Page 14 of 16
<PAGE>


EXECUTED AS OF THE DATE FIRST WRITTEN ABOVE.


VISAER, INC.


By:
   -----------------------------------------------------
    David R. A. Steadman, Chief Executive Officer

INTELLIGENT SYSTEMS CORPORATION


By:
   -----------------------------------------------------
    J. Leland Strange, President

GRUBB & WILLIAMS, LTD. ("GWL")


By:
   -----------------------------------------------------
     John Y. Williams
     Managing Director, GW Partners
     General Partner of GWL

GW INVESTMENTS, LTD ("GWI")


By:
   -----------------------------------------------------
     John Y. Williams
     President, JYW, Inc.
     General Partner of GWI

JYW, INC. ("JYW")


BY:
   -----------------------------------------------------
    John Y. Williams, President




                                                                   Page 15 of 16
<PAGE>

                                    EXHIBIT A

<TABLE>
<CAPTION>
                                                                 AMOUNT OF                                     SHARES OF
                                           SHARES OF SERIES         DEBT        SHARES OF PREFERRED STOCK       COMMON
PURCHASER                                   A-1 PREFERRED        CANCELLED              CANCELED(1)            CANCELLED
                                           ----------------      ---------      -------------------------      ---------
<S>                                        <C>                   <C>            <C>                            <C>
INTELLIGENT SYSTEMS CORPORATION                72,923,103        $2,470,665        Series A - 1,433,692          245,122
4355 Shackleford Road                                                              Series D -    16,778
Norcross, GA 30093

GRUBB & WILLIAMS, LTD.                         13,757,719          $434,862        Series A -    52,760            2,434
3399 Peachtree Road - Suite 1790                                                   Series B -   958,800
Atlanta, GA30326                                                                   Series D -     9,865


GW INVESTMENTS, LTD.                            9,908,388          $327,613        Series A -    36,846            1,487
3399 Peachtree Road - Suite 1790                                                   Series B -   669,900
Atlanta, GA30326                                                                   Series D -     6,913

JYW, INC.                                         641,594           $51,538                 -0-                      -0-
3399 Peachtree Road - Suite 1790
Atlanta, GA30326
</TABLE>


(1)  Refers to old Series A, B and D.



                                                                   Page 16 of 16