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                                                                   EXHIBIT 10.1



                          PROPRIETARY AND CONFIDENTIAL




                                  COMMON STOCK
                              INVESTMENT AGREEMENT



                                     BETWEEN



                          WESTGATE INTERNATIONAL, L.P.



                                       AND



                           JUNO ONLINE SERVICES, INC.



                           DATED AS OF OCTOBER 6, 2000



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          COMMON STOCK INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of
October 6, 2000, by and between Juno Online Services, Inc., a Delaware
corporation with offices located at 1540 Broadway, 27th Floor, New York, New
York 10036 (the "COMPANY"), and Westgate International, L.P., a limited
partnership organized and existing under the laws of the Cayman Islands, BWI
with an address at c/o HSBC Financial Services (Cayman) Limited, P.O. Box 1109,
Mary Street, Grand Cayman, Cayman Islands, BWI (together with its successors in
interest and assigns or its designees, the "PURCHASER").

          WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Purchaser shall purchase up to $125,000,000 in
shares (the "Shares") of the Company's common stock, par value $0.01 per share
(the "COMMON STOCK"); and

          WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement substantially in the form attached hereto as Exhibit A (the
"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company has agreed to
provide certain registration rights under the 1933 Act and the rules and
regulations promulgated thereunder, and applicable state securities laws, and to
undertake certain related transactions including without limitation, the filing
of a registration statement, as defined therein (the "REGISTRATION STATEMENT");

          NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser hereby agree as follows:

     1. DEFINITIONS

          As used in this Agreement, the following terms, when capitalized,
shall have the respective meanings assigned to them below, unless the context
clearly indicates otherwise:

          "1933 ACT" shall mean the Securities Act of 1933, as amended.

          "AFFILIATE" shall mean, with respect to any person or entity, another
person or entity that directly or indirectly controls, is controlled by, or is
under common control with that person or entity.

          "APPROVED MARKET" shall mean the American Stock Exchange, Inc., the
New York Stock Exchange, Inc., the Nasdaq National Market System or the Nasdaq
SmallCap Market.

          "CEILING PRICE" shall mean, with respect to a particular Purchase
Period, the greater of (i) the Floor Price and (ii) 85% of the VWAP on the
Trading Day immediately preceding the Drawdown Notice Date with respect to such
Purchase Period.

          "CHANGE IN CONTROL TRANSACTION" shall mean any transaction pursuant to
which (i) the Company sells, leases, transfers, conveys or otherwise disposes
of, in one or more related transactions, all or substantially all of its assets
to any person or entity other than existing

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stockholders and their Affiliates, (ii) any person (as defined in Section 13(d)
of the Exchange Act), together with its affiliates and associates (as such terms
are defined in Rule 405 under the 1933 Act) obtains beneficial ownership of or
is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act
without regard to the 60-day exercise period) in excess of 50% of the Company's
voting power, other than David E. Shaw and his affiliates and associates and
News Corp. and its affiliates and associates, or (iii) there is a replacement of
more than one-half of the members of the Company's Board of Directors which is
not approved by those individuals who are members of the Company's Board of
Directors on the date thereof.

          "COMPANY ACCOUNTANTS" shall mean PricewaterhouseCoopers LLP or such
other independent certified public accountants (within the meaning of the 1933
Act and the rules and regulations thereunder) as are reasonably satisfactory to
the Purchaser.

          "COMPANY COUNSEL" shall mean Brobeck, Phleger & Harrison LLP or such
other independent counsel as is reasonably satisfactory to the Purchaser.

          "CONTROL" or "CONTROLS" shall mean a person or entity that has the
power, directly or indirectly, to conduct the affairs or govern the policies of
another person or entity.

          "DAILY DOLLAR AMOUNT" shall mean for any Trading Day during a Purchase
Period, the Stated Dollar Amount (as defined herein) for such Purchase Period
divided by 22.

          "DTC" shall mean The Depository Trust Company.

          "DRAWDOWN NOTICE" shall mean a written notice delivered by the Company
to the Purchaser in the form and substance of Exhibit E hereto.

          "DRAWDOWN NOTICE DATE" shall mean each date on which the Purchaser
receives a Drawdown Notice.

          "DRAWDOWN NOTICE START DATE" shall mean, with respect to a particular
Purchase Period, the Trading Day immediately following the 4th Trading Day (or
if no Drawdown Notice has been delivered to the Purchaser during the prior 90
calendar days, the Trading Day immediately following the 8th Trading Day) after
the related Drawdown Notice Date.

          "EFFECTIVE DATE" shall mean the date that the Registration Statement
(as defined herein) is first declared effective by the SEC.

          "EQUITY LINE AGREEMENT" shall mean an agreement of the type commonly
referred to as an "equity line," providing for the Company's future sale of (or
right to sell) Common Stock to a third party from time to time during the term
of the agreement at a purchase price per share based on the market price (or
average trading price) of the Common Stock at either the time of such sale or
some period preceding such sale.

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

          "FLOOR PRICE" shall mean $2.50.

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          "MAJOR TRANSACTION" shall be deemed to have occurred at the closing of
any of the following events:

          (i) A Change in Control Transaction;

          (ii) A "going private" transaction under Rule 13e-3 promulgated
pursuant to the Exchange Act; or

          (iii) A tender offer by the Company under Rule 13e-4 promulgated
pursuant to the Exchange Act for 20% or more of the outstanding Common Stock.

          "MATERIAL ADVERSE EFFECT" means any material adverse effect on the
business, properties, assets, operations, results of operations or financial
condition of the Company and its subsidiaries taken as a whole, or on the
transactions contemplated hereby or by the agreements and instruments to be
entered into in connection herewith, or on the authority or ability of the
Company to perform its obligations under the Transaction Documents.

          "OPEN PERIOD" shall mean the period beginning on and including the
Effective Date and ending upon the termination of this Agreement in accordance
with Section 2(h)(iv), Section 2(h)(v) or Section 8 below.

          "PRECEDING AVERAGE DAILY DOLLAR VOLUME" shall mean, as appropriately
adjusted for any stock dividend, stock split, reverse stock split,
recapitalization or other similar action, the product of:

          (i) the average of the VWAPs for the 22 consecutive Trading Days prior
to the applicable Drawdown Notice Date, and

          (ii) 4.545% of the total share volume for the Common Stock (on the
Principal Market and as reported by Bloomberg Financial L.P.) for the 22
consecutive Trading Days prior to the applicable Drawdown Notice Date; provided
that individual trades of at least 60,000 shares of Common Stock shall, for this
purpose, each be treated as a trade of 60,000 shares of Common Stock.

          "PRINCIPAL MARKET" shall mean the Nasdaq National Market System or, if
the Common Stock ceases to be traded on the Nasdaq National Market System, such
other Approved Market on which the Common Stock is then principally listed or
quoted.

          "PURCHASE DAY" shall mean each Trading Day during a Purchase Period
with respect to which the Purchaser is obligated to purchase Shares from the
Company pursuant to this Agreement.

          "PURCHASE PERIOD" shall mean, with respect to a particular Drawdown
Notice, the 22 Trading Day period beginning on the related Drawdown Notice Start
Date and ending at the close of trading on the Principal Market on the date
which is the 21st Trading Day after such Drawdown Notice Start Date.


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          "PURCHASE PRICE" for each Share purchased by the Purchaser with
respect to a particular Trading Day during a Purchase Period shall be equal to
the greater of: (i) 94% of the VWAP for such Trading Day and (ii) the Company
Designated Minimum Price for such Purchase Period.

          "SEC" shall mean the Securities and Exchange Commission.

          "SEC DOCUMENTS" shall mean all reports, schedules, forms, statements
and other documents filed by the Company with the SEC pursuant to the reporting
requirements of the 1933 Act and the Exchange Act, including, without
limitation, all exhibits included therein and financial statements and schedules
thereto and documents incorporated by reference.

          "TRADING DAY" shall mean any day on which the Principal Market is
scheduled to be open for a full day of trading.

          "TRANSACTION DOCUMENTS" shall mean this Agreement, the Registration
Rights Agreement and each of the other agreements entered into by the parties
hereto in connection with the transactions contemplated by this Agreement.

          "VWAP" shall mean the daily volume weighted average price of the
Common Stock on the Principal Market between the hours of 9:30 a.m. and 4:00
p.m. on a Trading Day, or during the Available Period (as defined below) if the
Daily Dollar Amount has been adjusted pursuant to Section 2(c)(ii) below (each
as reported by Bloomberg Financial L.P. using the AQR function; PROVIDED, that
such function captures all trades on the Principal Market that occur during the
hours specified above).

     2. PURCHASE AND SALE OF COMMON STOCK

          a. PURCHASE AND SALE OF COMMON STOCK. Upon and subject to the terms
and conditions set forth herein, the Company may issue and sell to the
Purchaser, and the Purchaser shall purchase from the Company upon proper
exercise of the Company's rights hereunder, that number of Shares having an
aggregate Purchase Price of up to $125,000,000.

          b. DELIVERY OF DRAWDOWN NOTICES.

               (i) Subject to the satisfaction of the conditions set forth in
Section 2(g) below, at any time and from time to time during the Open Period,
the Company may, in its sole discretion, deliver a Drawdown Notice to the
Purchaser stating a dollar amount (the "STATED DOLLAR AMOUNT") of Shares which
the Company desires to sell to the Purchaser during the related Purchase Period;
provided, that a Drawdown Notice may not be delivered by the Company during an
existing Purchase Period. The Company shall designate in each Drawdown Notice a
minimum Purchase Price per Share with regard to the related Purchase Period,
which shall not be less than the Floor Price or greater than the Ceiling Price
(a "COMPANY DESIGNATED MINIMUM PRICE"). If the Company fails to designate a
Company Designated Minimum Price in a Drawdown Notice, the Company Designated
Minimum Price for the related Purchase Period shall be the Floor Price. The
Company may not deliver more than 20 Drawdown Notices during

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the Open Period.

          (ii) The Stated Dollar Amount designated by the Company in a Drawdown
Notice shall be in increments of $100,000 and shall be at least $500,000, but
shall in no event exceed $7,500,000. In addition, the Stated Dollar Amount
designated by the Company in a Drawdown Notice may not be greater than the
product of (A) the Floor Price and (B) the number of shares of Common Stock then
currently available under the Registration Statement.

          (iii) Contemporaneous with the delivery of a Drawdown Notice, the
Company shall deliver to the Purchaser (A) a copy of the then current prospectus
or prospectus supplement to the Registration Statement in accordance with the
rules and regulations under the 1933 Act, (B) the other documents required to be
delivered pursuant to Sections 7(e), 7(f), 7(h) and 7(i) below, and (C)
reimbursement for any previously unreimbursed expenses as provided in Section
10(b) below. Purchases required as a result of a Drawdown Notice shall be
effected by the parties in accordance with Section 2(h) below.

     c. ADJUSTMENT OF THE DAILY DOLLAR AMOUNT.

     On each Trading Day during a Purchase Period, the Daily Dollar Amount
for such Trading Day shall be subject to adjustment as follows:

               (i) For each Trading Day during the Purchase Period on which
(A) 94% of the VWAP for such Trading Day is less than the Company Designated
Minimum Price and (B) the product of (x) the Company Designated Minimum Price
and (y) the number of Shares (if any) sold by the Purchaser during such Trading
Day in accordance with the plan of distribution contained in the Registration
Statement at a price greater than or equal to the Company Designated Minimum
Price (such number of Shares being referred to herein as the "SOLD SHARE
AMOUNT"), is less than the Daily Dollar Amount, the Daily Dollar Amount shall be
reduced automatically to equal the Company Designated Minimum Price multiplied
by the Sold Share Amount. For the avoidance of any doubt, for each Trading Day
during the Purchase Period on which (m) 94% of the VWAP for such Trading Day is
less than the Company Designated Minimum Price and (n) the Company Designated
Minimum Price multiplied by the Sold Share Amount is greater than the Daily
Dollar Amount, then the Daily Dollar Amount shall not be adjusted. For the
further avoidance of any doubt, for each Trading Day during the Purchase Period
on which (r) 94% of the VWAP for such Trading Day is less than the Company
Designated Minimum Price and (s) the Sold Share Amount equals zero, then the
Daily Dollar Amount shall equal zero.

               (ii) For each Trading Day during the Purchase Period on which
(A) the Registration Statement or any prospectus or prospectus supplement is not
available for the sale of Shares by the Purchaser or (B) trading of the Common
Stock on the Principal Market is suspended or halted for more than 1 hour at any
time during which the Principal Market is open for trading, or (C) trading on
the Principal Market in general is suspended or halted for more than 1 hour (the
full Trading Day less such period of unavailability or suspension being referred
to as the "AVAILABLE PERIOD"), the Daily Dollar Amount for such Trading Day
shall be automatically reduced (but not increased) to equal to the product of
(x) the number of Shares sold by the

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Purchaser during the Available Period in accordance with the plan of
distribution contained in the Registration Statement at a price greater than or
equal to the Company Designated Minimum Price, and (y) the Purchase Price per
Share (with the VWAP component of the Purchase Price being calculated with
respect to the Available Period only).

               (iii) For each Trading Day during the Purchase Period on which
the Daily Dollar Amount for such Trading Day would exceed 13.64% of the
Preceding Average Daily Dollar Volume, the Daily Dollar Amount for such Trading
Day shall be automatically reduced to equal 13.64% of the Preceding Average
Daily Dollar Volume.

          In the case that more than one of the above adjustments to the Daily
Dollar Amount is applicable on a given Trading Day, only the adjustment that
results in the lowest Daily Dollar Amount for such Trading Day shall apply and
be effected. The Daily Dollar Amount for a particular Trading Day as reduced in
accordance with Sections 2(c)(i), 2(c)(ii) or 2(c)(iii) above shall be referred
to as the "ADJUSTED DAILY AMOUNT" for such Trading Day. For the avoidance of
doubt, this reduction in the Daily Dollar Amount for such Trading Day shall not
affect the calculation of the Daily Dollar Amount or Adjusted Daily Amount for
any other Trading Day.

          In addition, with respect to any particular Trading Day, the Purchaser
shall not be obligated to purchase a number of Shares greater than the lowest of
(A) the Daily Dollar Amount (or, if applicable, the Adjusted Daily Amount) for
such Trading Day divided by the Purchase Price for such Trading Day, (B) 25% of
such Trading Day's trading volume for the Common Stock on the Principal Market
as reported by Bloomberg Financial L.P., and (C) 15% of the previous Trading
Day's trading volume for the Common Stock on the Principal Market as reported by
Bloomberg Financial L.P. (such lowest amount as calculated pursuant to clauses
(A), (B) and (C) above being referred to herein as the "PURCHASER DAILY SHARE
OBLIGATION" or "PDSO" and with the PDSO for a particular Trading Day multiplied
by the Purchase Price for such Trading Day being referred to herein as the "PDSO
DOLLAR AMOUNT"); PROVIDED, that in the case of clauses (B) and (C) above,
individual trades of at least 60,000 shares of Common Stock shall for purposes
of such clauses each be treated as a trade of 60,000 shares of Common Stock.

          For the avoidance of any doubt, all calculations performed with
respect to this Section 2(c) will be performed with respect to the Trading Day
on which the sale of Shares to the Purchaser is deemed to occur, not the
corresponding Closing Date.

          d. PURCHASER'S OBLIGATION TO PURCHASE SHARES. Subject to the
conditions set forth in this Agreement, following the Purchaser's receipt of a
validly delivered Drawdown Notice, the Purchaser shall be required to purchase
from the Company with respect to each Trading Day during the related Purchase
Period a number of Shares having an aggregate Purchase Price at least equal to
the PDSO Dollar Amount for such Trading Day at the Purchase Price per Share for
such Trading Day (with the VWAP component of Purchase Price per Share calculated
only with respect to the Available Period during such Trading Day if the Daily
Dollar Amount for such Trading Day has been adjusted pursuant to Section
2(c)(ii)). The Purchaser shall, in no event, be required to purchase pursuant to
this Agreement a number of Shares having an aggregate


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Purchase Price which is greater than $125,000,000.

          e. DELIVERY OF EFFECTIVENESS NOTICE. The Company shall, at least 5
Trading Days in advance of the day it anticipates will be the Effective Date,
deliver to the Purchaser a notice (the "EFFECTIVENESS NOTICE") identifying the
anticipated Effective Date. If the Effective Date has not yet occurred as of one
month after the date specified in such a notice, the Company will be required to
provide a new Effectiveness Notice with respect to the then-anticipated
Effective Date, in accordance with the preceding sentence. The Company shall use
its good faith efforts to predict the Effective Date in any Effectiveness Notice
it delivers and shall have no liability with respect to such prediction if the
actual Effective Date is earlier or later than predicted in the Effectiveness
Notice.

          f. LIMITATIONS ON PURCHASER'S OBLIGATION AND RIGHT TO PURCHASE SHARES.
Notwithstanding anything to the contrary in this Agreement, the number of shares
of Common Stock that may be acquired by the Purchaser at any specific time
pursuant hereto shall not exceed a number that, when added to the total number
of shares of Common Stock deemed beneficially owned at such time by the
Purchaser (other than by virtue of the ownership of securities or rights to
acquire securities that have limitations on the Purchaser's right to convert,
exercise or purchase similar to the limitation set forth herein), together with
all shares of Common Stock deemed beneficially owned at such time (other than by
virtue of the ownership of securities or rights to acquire securities that have
limitations on the right to convert, exercise or purchase similar to the
limitation set forth herein) by the Purchaser's "affiliates" (as defined in Rule
144 of the 1933 Act) (the "AGGREGATION PARTIES") that would be aggregated for
purposes of determining whether a group under Section 13(d) of the Exchange Act
exists, would exceed 9.99% of the total issued and outstanding shares of the
Common Stock (the "RESTRICTED OWNERSHIP PERCENTAGE"). In connection with the
foregoing limitation, the Daily Dollar Amount, or, if applicable, the Adjusted
Daily Amount, and/or the PDSO Dollar Amount, shall be further reduced such that
it shall not include such excess amount of shares of Common Stock. If at any
time, the ten percent beneficial ownership trigger level contained in Section
16(a) of the Exchange Act is reduced, the Restricted Ownership Percentage shall
be automatically reduced to .01% below such reduced trigger level.

          The Purchaser covenants at all times on each day (each such day being
referred to as a "COVENANT DAY") as follows: During the balance of such Covenant
Day and the succeeding 61 days (the balance of such Covenant Day and the
succeeding 61 days being referred to as the "COVENANT PERIOD") the Purchaser
will not acquire shares of Common Stock pursuant to any right (including
pursuant to Section 2 of this Agreement) existing at the commencement of the
Covenant Period to the extent the number of shares so acquired by the Purchaser
and its Aggregation Parties (ignoring all dispositions) would exceed:

               (x) the Restricted Ownership Percentage of the total number of
                   shares of Common Stock outstanding at the commencement of
                   the Covenant Period, MINUS

               (y) the number of shares of Common Stock actually owned by the

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                   Purchaser and its Aggregation Parties at the commencement
                   of the Covenant Period.

          A new and independent covenant will be deemed to be given by the
Purchaser as of each moment of each Covenant Day. No covenant will terminate,
diminish or modify any other covenant. The Purchaser agrees to comply with each
such covenant. This Section 2(f) controls in the case of any conflict with any
other provision of this Agreement or any agreement entered into in connection
herewith.

          Each Drawdown Notice shall include a representation by the Company as
to the number of shares of Common Stock outstanding as of the last day of the
calendar month immediately preceding the related Drawdown Notice Date.

          The Purchaser shall notify the Company when it becomes aware that it
will not be permitted to purchase Shares as a result of the provisions of this
Section 2(f). The Company shall have no obligation to sell Shares to the
Purchaser and the Purchaser shall have no obligation to purchase Shares from the
Company that may not be acquired by the Purchaser by reason of the provisions of
this Section 2(f). The Purchaser shall have no liability for any failure to
purchase Shares from the Company that are not permitted to be acquired by the
Purchaser pursuant to this Section 2(f).

          Nothing contained in this Section 2(f) shall affect or relieve in any
way the Company's obligation to deliver Shares previously purchased by the
Purchaser pursuant to this Agreement as to which there has not been a Closing
(as defined below).

          g. CONDITIONS TO COMPANY'S ABILITY TO DELIVER A DRAWDOWN NOTICE.
Notwithstanding anything to the contrary in this Agreement, the Company shall
not be entitled to deliver a Drawdown Notice unless each of the following
conditions is satisfied at the time of such delivery:

               (i) a Registration Statement covering the applicable number of
shares of Common Stock as set forth in Section 2(g)(vi) below shall have been
declared effective in accordance with the Registration Rights Agreement and such
Registration Statement, together with any required prospectus supplement, shall
be effective and available for the sale of such Shares by the Purchaser and all
Shares previously purchased by the Purchaser hereunder and then held by the
Purchaser;

               (ii) the Common Stock shall be listed and/or quoted on an
Approved Market and shall not have been suspended from trading thereon, and the
Company shall not have been notified of any pending or threatened proceeding or
other action to delist or suspend the Common Stock on the Principal Market;

               (iii) there shall not have occurred a Major Transaction or the
public announcement of a pending Major Transaction which has not been abandoned
or terminated;

               (iv)  the Company shall have complied with its obligations under
all the

<PAGE>

Transaction Documents and shall otherwise not be in breach of, or in default
under, any of the Transaction Documents;

               (v) there shall not have occurred any breach or default by the
Company under any other agreements between the Company and the Purchaser;

               (vi) a number of shares of Common Stock equal to at least
3,000,000 (or, if less, the greatest number of shares of Common Stock that the
Company is then permitted to register pursuant to the 1933 Act and the rules and
regulations promulgated thereunder) shall have been duly authorized and reserved
for issuance with respect to the applicable Purchase Period and shall be
available for sale under the Registration Statement, and

               (vii) the Company shall have delivered to the Purchaser a
secretary's certificate dated as of the applicable Drawdown Notice Date in the
form and substance of EXHIBIT D.

          The Company's delivery of a Drawdown Notice shall constitute a
representation by the Company that the shares of Common Stock referred to in
clause (vi) above have been reserved for issuance as required pursuant to this
Section 2(g). If any of the events described in clauses (iii) and (v) above
occurs, or the Company ceases to be in compliance with one or more of the
conditions specified in clauses (i), (ii), (iv) and (vi) above, during a
Purchase Period, then the Purchaser shall have no further obligation to purchase
any additional Shares during such Purchase Period, although the Company's
obligation to deliver Shares previously purchased by the Purchaser pursuant to
this Agreement as to which there has not been a Closing (as defined below) shall
not be affected or relieved in any way as a result of any of the above
conditions not being fulfilled by the Company.

          h. MECHANICS OF PURCHASE OF SHARES BY PURCHASER.

               (i) To effect a purchase of Shares during a Purchase Period,
the Purchaser shall deliver on each Purchase Day of the Purchase Period, a
written notice via facsimile or e-mail to the Company (each a "PURCHASE NOTICE")
by 11:59 p.m. New York City time on such Purchase Day. Each Purchase Notice
shall set forth:

                   (A) the aggregate Purchase Price for the Shares being
                       purchased by the Purchaser pursuant to such Purchase
                       Notice, such aggregate Purchase Price being no less than
                       the PDSO Dollar Amount and no greater than the Daily
                       Dollar Amount or, if applicable, the Adjusted Daily
                       Amount (with the aggregate Purchase Price specified
                       within such range being binding);

                   (B) the Purchase Price per Share;

                   (C) the number of Shares being purchased pursuant to such
                       Purchase Notice;

                   (D) the date of the closing of the purchase by the Purchaser
                       of such
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                       Shares (a "CLOSING") (which shall occur not later than
                       10:00 a.m. New York City time on the 11th Trading Day
                       after the date of the Purchase Notice, at the offices
                       of Kleinberg, Kaplan, Wolff & Cohen, P.C.,
                       551 Fifth Avenue, New York, New York 10176); and

                   (E) that the Purchaser is then in compliance with the
                       covenant contained in Section 5(l) below.

     The date of each Closing is referred to herein as a "CLOSING DATE."

          (ii) Notwithstanding anything herein to the contrary, the parties
agree that the Purchaser will be deemed to own the Shares to be purchased with
respect to a particular Purchase Day as of such Purchase Day, regardless of the
associated Closing Date.

          (iii) On each Closing Date, (A) the Company shall either (x) deliver
to the Purchaser certificates representing the Shares to be issued and sold to
the Purchaser on such date, registered in the name of the Purchaser or its
designee and free of any legends and stop transfer restrictions or (y) deposit
such Shares into the account(s) (with the Purchaser receiving confirmation that
the Shares are in such account(s)) designated by the Purchaser for the benefit
of the Purchaser, and (B) the Purchaser shall deliver to the Company the
aggregate Purchase Price (net of any amounts payable by the Company pursuant
hereto) to be paid for such Shares (upon receipt of confirmation of delivery of
such Shares), determined as aforesaid, in immediately available funds. In
addition, each of the Company and the Purchaser shall deliver all documents,
instruments and writings required to be delivered by either of them pursuant to
this Agreement, at or prior to each Closing. In the alternative to physical
delivery of certificates representing Common Stock, if delivery of the Shares
may be effectuated by electronic book-entry through DTC, then the Closing shall
occur, and delivery of the Shares pursuant to such purchase shall, unless
requested otherwise by the Purchaser, settle by book-entry transfer through DTC
by the Closing Date. The parties agree to coordinate with DTC to accomplish this
objective.

          (iv) If the Company fails to deliver the appropriate number of Shares
to the Purchaser within 1 Trading Day following the date on which the Closing
with respect to such Shares was scheduled as provided above (the "SCHEDULED
CLOSING DATE") for any reason, the Purchaser shall not purchase any additional
Shares from the Company pursuant to this Agreement until such failure has been
fully cured by the Company and the appropriate number of Shares has been
delivered to the Purchaser, and the Purchase Period shall be extended by a
number of Trading Days equal to the number of Trading Days from the Scheduled
Closing Date to the date of such cure. If such failure is not cured by the
Company by the close of business on the 4th Trading Day following the Scheduled
Closing Date (1) the current Purchase Period shall immediately terminate and the
Purchaser shall have no further obligation to purchase any additional Shares
from the Company with respect to such terminated Purchase Period, and (2) the
Purchaser may, from time to time during the 10 Trading Day period following such
4th Trading Day, purchase in the open market the number of Shares that the
Company failed to deliver and the Company shall, upon receipt of notice of such
purchase, as partial relief for the damages to

<PAGE>


the Purchaser by reason of the above-described failure, reimburse the Purchaser
for the cost of such purchase (each such purchase and reimbursement being a
"BUY-IN"), promptly following which time the Purchaser shall deliver to the
Company the aggregate Purchase Price to be paid for such Shares, determined as
aforesaid, in immediately available funds. If the Company fails to pay such
reimbursement within 3 Trading Days of receipt of such notice, then the Company
shall pay to the Purchaser, on the 1st Trading Day following such 3rd Trading
Day, in addition to, and not in lieu of, the reimbursement amount payable by the
Company to the Purchaser hereunder, an amount equal to 2% of the reimbursement
amount per period of 22 Trading Days (or portion thereof) until the
reimbursement amount is paid in full. If no Buy-in occurs with respect to a
certain number of Shares and the Company's failure to deliver such Shares to the
Purchaser is not cured by the Company by the close of business on the 13th
Trading Day following the Scheduled Closing Date, this Agreement shall terminate
(subject to Section 10(j) below) upon the delivery by the Purchaser to the
Company of a notice regarding such excessively delayed Closing (a "DELAYED
CLOSING NOTICE"), and following its delivery of such notice, the Purchaser shall
have no further obligation to purchase any additional Shares from the Company
under this Agreement. The remedies set forth in this Section 2(h)(iv) are not
exclusive of any other remedies available to the Purchaser at law or equity.

          (v) If the Company fails to satisfy any of the conditions set forth in
Section 7 below (including, without limitation, Section 7(l)) on any Purchase
Day or Scheduled Closing Date, the Purchaser shall not purchase any additional
Shares from the Company pursuant to this Agreement until such condition has been
fully satisfied by the Company and the Purchase Period shall be extended by a
number of Trading Days equal to the number of Trading Days from such Purchase
Day or Scheduled Closing Date (as applicable) to the date of such satisfaction
by the Company. If such condition is not fully satisfied by the Company by the
close of business on the 4th Trading Day following such Purchase Day or
Scheduled Closing Date (as applicable), the current Purchase Period shall
immediately terminate, and the Purchaser shall have no further obligation to
purchase any additional Shares from the Company with respect to such terminated
Purchase Period. If such condition is not fully satisfied by the Company by the
close of business on the 13th Trading Day following such Purchase Day or
Scheduled Closing Date (as applicable), this Agreement shall terminate (subject
to Section 10(j) below) upon the delivery to the Company of a Delayed Closing
Notice and, following its delivery of such notice, the Purchaser shall have no
further obligation to purchase any additional Shares from the Company under this
Agreement; provided, however, that the Purchaser may not deliver a Delayed
Closing Notice during the pendency of a Suspension Period (as defined in the
Registration Rights Agreement). The remedies set forth in this Section 2(h)(v)
are not exclusive of any other remedies available to the Purchaser at law or
equity and shall not affect or relieve in any way the Company's obligation to
deliver Shares previously purchased by the Purchaser pursuant to this Agreement
as to which there has not been a Closing.

          (vi) The number of Shares to be purchased pursuant to each Purchase
Notice shall be rounded to the nearest whole number so as to avoid the issuance
of fractional shares.

          (vii) Notwithstanding anything herein to the contrary, there shall be
a maximum of 7 Closings scheduled by the parties with respect to any particular
Purchase Period

<PAGE>


excluding any Closings at which either one or both of the parties fails to
perform its obligations under this Agreement.

          i. CERTAIN ADJUSTMENTS. Preceding Average Daily Dollar Volume as well
as the limitations imposed by Sections 2(f), 2(k), and the final paragraph of
2(c) hereof on the number of Shares acquirable, shall be adjusted appropriately
to reflect stock splits, reverse stock splits, stock dividends, combinations and
like transactions affecting the Common Stock. Such appropriate adjustments shall
be made for any period of Trading Days used for purposes of performing
calculations under this Agreement.

          j. DELISTING; SUSPENSION. If at any time during a Purchase Period or
during the 10 Trading Days after the end of such Purchase Period, (i) the
Registration Statement, together with the required prospectus or prospectus
supplement, shall not be effective and available for sale of all the Shares, or
(ii) the Common Stock and Shares shall not be listed on the Principal Market or
shall have been suspended from trading thereon, the Purchaser shall have the
right (the "REPURCHASE OPTION"), as partial relief for the damages to the
Purchaser by reason of the occurrence of the events listed in clauses (i) or
(ii) above (each a "REPURCHASE Event"), which remedy shall not be exclusive of
any other remedies available at law or equity, in its sole discretion, to sell
to the Company, and the Company agrees to buy, promptly upon the exercise of
such right by the Purchaser, but in any event within 3 Trading Days of the
exercise of such right, all or any part of the Shares issued to the Purchaser
during such Purchase Period and then held by the Purchaser, at the price per
Share at which such Shares were actually purchased by the Purchaser (the
"PAYMENT AMOUNT") (such repurchase being a "REPURCHASE CLOSING").
Notwithstanding anything else in this Section 2(j) to the contrary, in the event
that the consummation of a Repurchase Closing would constitute a violation of
Regulation M promulgated under the Exchange Act, (A) the Purchaser shall have
the right to immediately terminate this Agreement (subject to Section 10(j)
below) upon written notice to the Company (such termination being deemed by both
parties hereto as a termination of the related "Distribution" pursuant to Rule
100 under Regulation M), and (B) such Repurchase Closing shall be postponed
until immediately following such termination of this Agreement. If the Company
fails to pay to the Purchaser the full aggregate Payment Amount within 3 Trading
Days of the Purchaser's exercise of the Repurchase Option hereunder (or, if the
Repurchase Closing is postponed pursuant to the immediately preceding sentence,
within 3 Trading Days of the date on which the Purchaser terminated this
Agreement pursuant to clause (A) above) the Company shall pay to the Purchaser,
on the 1st Trading Day following such 3rd Trading Day, in addition to and not in
lieu of the Payment Amount payable by the Company to the Purchaser upon exercise
of the Repurchase Option, an amount equal to 2% of the Payment Amount per period
of 22 Trading Days (or portion thereof) until the Payment Amount is paid in
full. The Purchaser may in its sole discretion, without prejudice, withdraw such
exercise of its Repurchase Option in whole or part from time to time prior to
the payment in full to the Purchaser of the amounts specified in this Section
2(j).

          k. OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything
contained herein to the contrary, the number of Shares issuable by the Company
to the Purchaser and purchasable by the Purchaser from the Company hereunder
shall not exceed 19.99% of the shares

<PAGE>

of Common Stock outstanding as of the date hereof, subject to appropriate
adjustment for stock splits, reverse stock splits, stock dividends, combinations
or other similar recapitalizations affecting the Common Stock (the "MAXIMUM
COMMON STOCK ISSUANCE"), unless (i) the issuance of Shares hereunder in excess
of the Maximum Common Stock Issuance shall first be approved by the Company's
shareholders in accordance with applicable law and the by-laws and articles of
incorporation of the Company, or (ii) independent counsel for the Company
determines that such shareholder approval is not required by the rules of the
market or exchange on which the Common Stock is principally traded, and so
notifies the Purchaser. Without limiting the generality of the foregoing, such
shareholders' approval (if applicable) must duly authorize the issuance by the
Company of shares of Common Stock totaling more than 19.99% of the shares of
Common Stock outstanding on the date hereof. The parties understand and agree
that the Company's failure to seek or obtain such shareholder approval shall in
no way adversely affect the validity and due authorization of the issuance and
sale of Shares hereunder, and that such approval pertains only to the
applicability of the Maximum Common Stock Issuance limitation provided in this
Section 2(k).

     3. PURCHASER'S REPRESENTATIONS AND WARRANTIES.

          The Purchaser represents and warrants to the Company that:

          a. ACCREDITED INVESTOR STATUS. The Purchaser is an "accredited
investor" as that term is defined in Rule 501(a) of Regulation D under the 1933
Act.

          b. INFORMATION. The Purchaser and its advisors, if any, have been
furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the Shares which
have been requested by the Purchaser. The Purchaser and its advisors, if any,
have been afforded the opportunity to ask questions of the Company. Neither such
inquiries nor any other due diligence investigations conducted by the Purchaser
or its advisors, if any, or its representatives shall modify, amend or affect
the Purchaser's right to rely on the Company's representations and warranties
contained in Section 4 below. The Purchaser understands that its investment in
the Shares involves a high degree of risk. The Purchaser has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to its acquisition of the Shares.

          c. NO GOVERNMENTAL REVIEW. The Purchaser understands that no United
States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Shares or the
fairness or suitability of the investment in the Shares nor have such
authorities passed upon or endorsed the merits of the offering of the Shares.

          d. AUTHORIZATION; ENFORCEMENT. (i) The Purchaser has the requisite
power and authority to enter into and perform this Agreement and the
Registration Rights Agreement and to purchase the Shares being sold to it
hereunder, (ii) the execution and delivery of this Agreement and the
Registration Rights Agreement by the Purchaser and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action and no further consent or authorization of the
Purchaser or its general or limited

<PAGE>


partners is required, and (iii) this Agreement and the Registration Rights
Agreement have been duly executed and delivered by the Purchaser and constitute
valid and binding obligations of the Purchaser enforceable against the Purchaser
in accordance with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
conservatorship, receivership or similar laws relating to, or affecting
generally the enforcement of, creditors' rights and remedies or by other
equitable principles of general application.

          e. ORGANIZATION. The Purchaser is a limited partnership duly
organized, validly existing and in good standing under the laws of the Cayman
Islands, BWI and has all of the requisite partnership authority to carry on its
business as now being conducted.

          f. NO CONFLICTS. The execution, delivery and performance of this
Agreement and the Registration Rights Agreement by the Purchaser and the
consummation by the Purchaser of the transactions contemplated hereby and
thereby do not and will not (i) result in a violation of the documents of
organization of the Purchaser or any order, judgment or decree of any court or
governmental agency applicable to the Purchaser or its properties or (ii)
conflict with any other agreement, indenture or instrument to which the
Purchaser is a party.

          g. FINANCIAL RISKS. The Purchaser acknowledges that it is able to bear
the financial risks associated with an investment in the Shares and that it has
been given full access to such records of the Company and its subsidiaries and
to the officers of the Company and its subsidiaries as it has deemed necessary
or appropriate to conduct its due diligence investigation. The Purchaser is
capable of evaluating the risks and merits of an investment in the Shares by
virtue of its experience as an investor and its knowledge, experience, and
sophistication in financial and business matters and the Purchaser is capable of
bearing the entire loss of its investment in the Shares.

          h. ACKNOWLEDGEMENTS. The Purchaser acknowledges that in the ordinary
course of the Company's business the Company has, and expects to continue to
have, significant net operating losses and significant negative cash flow for
the foreseeable future and that the Company's stock price and volume have been
and are likely to continue to be highly volatile; PROVIDED, that, the forgoing
acknowledgement is not intended to relieve the Company from any liability or
diminish the Company's liability under this Agreement for a breach of its
representations or warranties made to the Purchaser hereunder.

     4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

          The Company represents and warrants to the Purchaser that:

          a. ORGANIZATION AND QUALIFICATION. Set forth in SCHEDULE 4(a) is a
complete list of each entity in which the Company, directly or indirectly, owns
capital stock or holds an equity or similar interest. The Company and its
"SUBSIDIARIES" (which for purposes of this Agreement means any entity in which
the Company, directly or indirectly, owns more than 50% of the outstanding
capital stock or holds an equity or similar interest representing at least 50%
of the outstanding equity or similar interests of such entity) (a complete list
of which is set forth in

<PAGE>


SCHEDULE 4(a)) are corporations duly organized and validly existing in good
standing under the laws of the jurisdiction in which they are incorporated, and
have the requisite corporate power and authorization to own their properties and
to carry on their business as now being conducted and currently contemplated.
Each of the Company and its Subsidiaries is duly qualified as a foreign
corporation to do business and is in good standing in every jurisdiction in
which its ownership of property or the nature of the business conducted by it
makes such qualification necessary, except to the extent that the failure to be
so qualified or be in good standing would not have a Material Adverse Effect.

          b. AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS. (i)
The Company has the requisite corporate power and authority to enter into and
perform its obligations under the Transaction Documents in accordance with the
terms thereof, (ii) the execution and delivery of the Transaction Documents by
the Company and the consummation by it of the transactions contemplated hereby
and thereby, including without limitation the reservation for issuance and the
issuance of the Shares, pursuant to this Agreement, have been duly authorized by
the Company's Board of Directors and no further consent or authorization is
required by the Company, its Board of Directors or its shareholders, except for,
if required by the Principal Market, approval by its stockholders prior to the
issuance of a number of shares of Common Stock equal to or in excess of 20% of
the number of shares of Common Stock outstanding immediately prior to the date
hereof, (iii) the Transaction Documents have been duly executed and delivered by
the Company, and (iv) the Transaction Documents constitute the valid and binding
obligations of the Company enforceable against the Company in accordance with
their terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement
of creditors' rights and remedies and except as the enforceability of provisions
of the Registration Rights Agreement providing for indemnification or
contribution may be against public policy.

          c. CAPITALIZATION. As of September 30, 2000 the authorized capital
stock of the Company consisted of (i) 133,333,334 shares of Common Stock, of
which 38,936,504 shares were issued and outstanding, 9,158,804 shares were
issuable and reserved for issuance pursuant to the Company's stock option plan
(including both outstanding options under such plan and shares remaining
available for issuance under such plan) and the Company's stock purchase plan
and no other shares were issuable and reserved for issuance pursuant to
securities exercisable or exchangeable for, or convertible into, shares of
Common Stock, and (ii) 5,000,000 shares of preferred stock, of which as of
September 30, 2000 no shares have been issued, no shares were outstanding, and
no shares had been designated. All of such outstanding shares had been, or upon
issuance will be, validly issued, fully paid and nonassessable. As of the date
hereof, except as disclosed in SCHEDULE 4(c), (i) no shares of the Company's
capital stock are subject to preemptive rights or any other similar rights or
any liens or encumbrances suffered or permitted by the Company, (ii) there are
no outstanding debt securities, (iii) there are no outstanding options,
warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible, exercisable or
exchangeable into, any shares of capital stock of the Company or any of its
Subsidiaries, or contracts, commitments, understandings or arrangements by which
the Company or any of its Subsidiaries is or may

<PAGE>

become bound to issue additional shares of capital stock of the Company or any
of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights
convertible, exercisable or exchangeable into, any shares of capital stock of
the Company or any of its Subsidiaries, (iv) there are no agreements or
arrangements under which the Company or any of its Subsidiaries is obligated to
register the sale of any of their securities under the 1933 Act (except the
Registration Rights Agreement), (v) there are no outstanding securities of the
Company or any of its Subsidiaries which contain any redemption or similar
provisions, and there are no contracts, commitments, understandings or
arrangements by which the Company or any of its Subsidiaries is or may become
bound to redeem a security of the Company or any of its Subsidiaries, (vi) there
are no securities or instruments containing anti-dilution, most-favored-nations
or similar provisions that will be triggered by the issuance of the Shares as
described in this Agreement and (vii) the Company does not have any stock
appreciation rights or "phantom stock" plans or agreements or any similar plan
or agreement. The Company has furnished to the Purchaser true and correct copies
of the Company's Articles of Incorporation, as amended and as in effect on the
date hereof (the "CERTIFICATE OF INCORPORATION"), and the Company's By-laws, as
in effect on the date hereof (the "BY-LAWS"), and the terms of all securities
convertible or exchangeable into or exercisable for Common Stock and the
material rights of the holders thereof in respect thereto.

          d. ISSUANCE OF SHARES. Upon issuance in accordance with this
Agreement, the Shares will be validly issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue thereof, with
the holders being entitled to all rights accorded to a holder of Common Stock.

          e. NO CONFLICTS. Except as disclosed in SCHEDULE 4(e), the execution,
delivery and performance of the Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby
will not (i) result in a violation of the Certificate of Incorporation, any
Certificate of Designations, Preferences and Rights of any outstanding series of
preferred stock of the Company or the By-laws; (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any material agreement, indenture or instrument
to which the Company or any of its Subsidiaries is a party, or (iii) result in a
violation of any law, rule, regulation, order, judgment or decree (including
without limitation United States federal and state securities laws and
regulations and the rules and regulations of the Principal Market) applicable to
the Company or any of its Subsidiaries or by which any property or asset of the
Company or any of its Subsidiaries is bound or affected, except, in all cases,
for such violations, conflicts, defaults, terminations, amendments,
accelerations or cancellations as would not, individually or in the aggregate,
have a Material Adverse Effect. Except as disclosed in SCHEDULE 4(e), neither
the Company nor its Subsidiaries is in violation of any term of, or in default
under, (x) its Certificate of Incorporation, any Certificate of Designations,
Preferences and Rights of any outstanding series of preferred stock or By-laws
or their organizational charter or by-laws, respectively, (y) any material
contract, agreement, mortgage, indebtedness, indenture, instrument, or (z) any
judgment, decree or order or any statute, rule or regulation applicable to the
Company or its Subsidiaries, the non-compliance with which would be material to
the Company or interfere with

<PAGE>

the performance of its obligations under the Transaction Documents. The business
of the Company and its Subsidiaries is not being conducted) in violation of any
law, ordinance or regulation of any governmental entity, except for any
violations which individually or in the aggregate will not have a Material
Adverse Effect. Except as specifically contemplated by this Agreement and as
required under the 1933 Act, the Company is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court,
governmental agency or any regulatory or self-regulatory agency in order for it
to execute, deliver or perform any of its obligations under, or contemplated by,
the Transaction Documents in accordance with the terms hereof or thereof. Except
as disclosed in SCHEDULE 4(e), all consents, authorizations, orders, filings and
registrations which the Company is required to obtain pursuant to the preceding
sentence have been obtained or effected on or prior to the date hereof. The
Company complies with and is not in violation of the listing requirements of the
Principal Market (and any other Approved Market on which the Common Stock is
traded) and is not aware of any facts which, after the Effective Date, would
reasonably lead to delisting or suspension of the Common Stock by the Principal
Market (or any other Approved Market on which the Common Stock is traded) in the
foreseeable future.

          f. SEC DOCUMENTS; FINANCIAL STATEMENTS. Since December 31, 1999, the
Company has filed all SEC Documents required to be filed by it. The Company has
delivered or made available to the Purchaser, or its representatives, true and
complete copies of such SEC Documents. As of their respective dates, such SEC
Documents complied in all material respects with the requirements of the
Exchange Act and the rules and regulations of the SEC promulgated thereunder
applicable to such SEC Documents, and none of such SEC Documents, at the time
they were filed with the SEC, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. As of their respective dates, the
financial statements of the Company included in such SEC Documents complied as
to form in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting
principles, consistently applied, during the periods involved (except in the
case of unaudited interim statements, to the extent they may exclude footnotes
or may be condensed or summary statements) and fairly present in all material
respects the financial position of the Company as of the dates thereof and the
results of its operations and cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal year-end audit adjustments). No
other written information provided by or on behalf of the Company to the
Purchaser which is not included in such SEC Documents, contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements therein, in the light of the circumstance under
which they are or were made, not misleading. As of the date of this Agreement,
neither the Company nor any of its Subsidiaries or any of their officers,
directors, employees or agents have provided the Purchaser with any material
information which was not publicly disclosed.

          g. ABSENCE OF CERTAIN CHANGES. Except as disclosed on SCHEDULE 4(g) or
in the SEC Documents, since December 31, 1999, there has been no adverse change
or adverse development in the business, properties, assets, operations,
financial condition, liabilities or results of

<PAGE>


operations of the Company or its Subsidiaries which has had or, to the knowledge
of the Company or its Subsidiaries, is reasonably likely to have a Material
Adverse Effect. The Company has not taken any steps, and does not currently
expect to take any steps, to seek protection pursuant to any bankruptcy law. The
Company and its Subsidiaries do not have any knowledge or reason to believe that
their creditors intend to initiate involuntary bankruptcy proceedings.

          h. ABSENCE OF LITIGATION. There is no action, suit, proceeding,
inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the
Company or any of its Subsidiaries, threatened against or affecting the Company,
the Common Stock or any of the Company's Subsidiaries or any of the Company's or
the Company's Subsidiaries' officers or directors in their capacities as such,
except as set forth in SCHEDULE 4(h) and except, in all cases, for such actions,
suits, proceedings, inquiries or investigations as would not, individually or in
the aggregate, have a Material Adverse Effect.

          i. ACKNOWLEDGMENT REGARDING PURCHASER'S PURCHASE OF SHARES. The
Company acknowledges and agrees that the Purchaser is acting solely in the
capacity of arm's length purchaser with respect to the Transaction Documents and
the transactions contemplated hereby and thereby. The Company further
acknowledges that the Purchaser is not acting as a financial advisor or
fiduciary of the Company (or in any similar capacity) with respect to the
Transaction Documents and the transactions contemplated hereby and thereby, and
any advice given by the Purchaser or any of its respective representatives or
agents in connection with the Transaction Documents and the transactions
contemplated hereby and thereby is merely incidental to the Purchaser's purchase
of the Shares. The Company further represents to the Purchaser that the
Company's decision to enter into the Transaction Documents has been based solely
on the independent evaluation by the Company and its representatives.

          j. NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES.
No event, liability, development or circumstance has occurred or exists with
respect to the Company or its Subsidiaries or their respective businesses,
properties, operations or financial condition, that would be required to be
disclosed by the Company under applicable securities laws on a registration
statement filed with the SEC relating to an issuance and sale by the Company of
its Common Stock and which has not been publicly disclosed.

          k. SECURITIES LAWS. The Company has complied and will comply with all
applicable federal and state securities laws in connection with the offer,
issuance and sale of the Shares hereunder. Neither the Company, nor any of its
Affiliates, nor any person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any offers to
buy any security under circumstances that would cause this offering of Shares to
the Purchaser to be integrated with prior offerings by the Company for purposes
of the 1933 Act or any applicable shareholder approval provisions, including,
without limitation, under the rules and regulations of the Principal Market, nor
will the Company or any of its Subsidiaries take any action or steps that would
cause the offering of the Shares to be integrated with other offerings.


<PAGE>


          l. EMPLOYEE RELATIONS. Neither the Company nor any of its Subsidiaries
is involved in any material labor dispute nor, to the knowledge of the Company
or any of its Subsidiaries, is any such dispute threatened. Neither the Company
nor any of its Subsidiaries is a party to a collective bargaining agreement. The
Company and its Subsidiaries believe that relations between the Company and its
Subsidiaries and their respective employees are good. Except as disclosed in the
SEC Documents, no officer who is subject to the provisions of Section 16 of the
Exchange Act has notified the Company that such officer intends to leave the
Company or otherwise terminate such officer's employment with the Company.

          m. INTELLECTUAL PROPERTY RIGHTS. The Company and its Subsidiaries own
or possess adequate rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and rights necessary to conduct their respective
businesses as now conducted. Except as disclosed on SCHEDULE 4(m), none of the
Company's trademarks, trade names, service marks, service mark registrations,
service names, patents, patent rights, copyrights, inventions, licenses,
approvals, government authorizations, trade secrets or other intellectual
property rights have expired or terminated, or are expected to expire or
terminate within 1 year, except when such expiration or termination would not
have a Material Adverse Effect or where the Company has the right to renew such
rights under applicable law. The Company and its Subsidiaries do not have any
knowledge of any infringement by the Company or its Subsidiaries of trademark,
trade name rights, patents, patent rights, copyrights, inventions, licenses,
service names, service marks, service mark registrations, trade secret or other
similar rights of others, or of any such development of similar or identical
trade secrets or technical information by others, and there is no claim, action
or proceeding being made or brought against, or to the Company's knowledge,
being threatened against, the Company or its Subsidiaries regarding trademarks,
trade name rights, patents, patent rights, inventions, copyrights, licenses,
service names, service marks, service mark registrations, trade secrets or other
infringement. The Company and its Subsidiaries have taken reasonable security
measures to protect the secrecy, confidentiality and value of all of their
intellectual properties except, in all cases, to the extent that the failure to
do so would not, individually or in the aggregate, have a Material Adverse
Effect.

          n. ENVIRONMENTAL LAWS. The Company and its Subsidiaries (i) are in
compliance with any and all applicable foreign, federal, state and local laws
and regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all permits, licenses or
other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except, where such
noncompliance or failure to receive permits, licenses or approvals referred to
in clauses (i), (ii) or (iii) above could have, individually or in the
aggregate, a Material Adverse Effect.

          o. TITLE. The Company and its Subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title to all
personal property owned by them which is material to the business of the Company
and its Subsidiaries, in each case free and clear

<PAGE>

of all liens, encumbrances and defects except such as do not materially affect
the value of such property and do not interfere with the use made and proposed
to be made of such property by the Company or any of its Subsidiaries. Any real
property and facilities held under lease by the Company or any of its
Subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made
and proposed to be made of such property and buildings by the Company and its
Subsidiaries.

          p. INSURANCE. The Company and each of its Subsidiaries are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as reasonably prudent and customary in the businesses in
which the Company and its Subsidiaries are engaged. Neither the Company nor any
Subsidiary has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not materially and adversely affect the condition,
financial or otherwise, or the earnings, business or operations of the Company
and its Subsidiaries taken as a whole.

          q. REGULATORY PERMITS. The Company and its Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate federal,
state or foreign regulatory authorities, necessary to conduct their respective
businesses, except where the failure to possess such certificates,
authorizations or permits would not, singly or in the aggregate, result in a
Material Adverse Effect, and neither the Company nor any Subsidiary has received
any notice of proceedings relating to the revocation or modification of any such
certificate, authorization or permit which singly, or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would have a Material
Adverse Effect.

          r. INTERNAL ACCOUNTING CONTROLS. The Company and each of its
Subsidiaries maintain a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations; (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with
management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.


          s. FOREIGN CORRUPT PRACTICES ACT. Neither the Company, nor any
director, officer, agent, employee or other person acting on behalf of the
Company or any Subsidiary has, in the course of acting for, or on behalf of, the
Company, directly or indirectly: (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to
political activity; (ii) made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds; (iii)
violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended, or any similar treaties of the United States;
or (iv) made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government or party official or
employee.

          t. TAX STATUS. The Company and each of its Subsidiaries have made or
filed all

<PAGE>


United States federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which they are subject (unless and
only to the extent that the Company and each of its Subsidiaries have set aside
on their books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and have paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and have set aside on their books provisions reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. There are no unpaid taxes in any material amount
claimed to be due by the taxing authority of any jurisdiction, and the Company
is not aware of any basis for any such claim.

          u. CERTAIN TRANSACTIONS. Except as disclosed in the SEC Documents and
except for arm's length transactions pursuant to which the Company makes
payments in the ordinary course of business upon terms no less favorable than
the Company could obtain from third parties and other than the grant of stock
options disclosed on SCHEDULE 4(c), none of the officers, directors or employees
of the Company is presently a party to any material transaction with the Company
or any of its Subsidiaries (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any corporation,
partnership, trust or other entity in which any officer, director or any such
employee has a substantial interest or is an officer, director, trustee or
partner.

          v. OBLIGATIONS ABSOLUTE. The Company acknowledges that, subject only
to the conditions, qualifications and exceptions (if any) specifically set forth
in the Transaction Documents, its obligations under the Transaction Documents
are unconditional and absolute. Except to the extent (if any) specifically set
forth in the Transaction Documents, the Company's obligations thereunder are not
subject to any right of set off, counterclaim, delay or reduction.

          w. ISSUANCE OF SHARES. The Shares are duly authorized for issuance
and, upon issuance of the Shares in accordance with the terms hereof, such
Shares will be validly issued, fully paid and non-assessable, free and clear of
any and all liens, claims and encumbrances, and entitled to be traded on the
Principal Market and any other Approved Markets on which Common Stock is traded,
listed or quoted, and the holders of such Shares shall be entitled to all rights
and preferences accorded to a holder of Common Stock. As of the date of this
Agreement, the outstanding shares of Common Stock are currently listed on the
Nasdaq National Market System.

          x. FORM S-3. The Company is eligible to file the Registration
Statement on Form S-3 (as in effect on the date of this Agreement) under the
1933 Act and the rules promulgated thereunder, and Form S-3 (as in effect on the
date of this Agreement) is permitted to be used for the transactions
contemplated hereby and contemplated by the Registration Rights Agreement under
the 1933 Act and the rules promulgated thereunder.

          y. BROKERS. The Company has taken no action which would give rise to
any claim by

<PAGE>


any person, other than Ladenburg Thalmann & Co. Inc., for brokerage commissions,
finder's fees or similar payments by the Company or the Purchaser relating to
this Agreement or the transactions contemplated hereby. The Company shall be
responsible for any payments to Ladenburg Thalmann & Co. Inc.

          z. NOT A BROKER-DEALER. The Company understands and agrees that the
Purchaser is not a broker-dealer registered with the SEC pursuant to the
Exchange Act and that the Purchaser has no present intention of registering as
such at any time in the future.

     5. COVENANTS.

          a. BEST EFFORTS. Each party shall use its best efforts timely to
satisfy each of the conditions to be satisfied by it as provided in Sections 6
and 7 of this Agreement.

          b. BLUE SKY. The Company shall, on or before each Drawdown Notice
Date, take such action as the Company shall reasonably determine is necessary to
qualify the Shares for, or obtain exemption for the Shares for, resale by the
Purchaser under applicable securities or "Blue Sky" laws of all the states of
the United States, and shall provide evidence of any such action so taken, if
any such action is required, to the Purchaser on or prior to the Drawdown Notice
Date. The Company shall make all filings and reports relating the offer and sale
of the Shares required under the applicable securities or "Blue Sky" laws of all
the states of the United States on or before each of the Drawdown Notice Dates.

          c. USE OF PROCEEDS. The Company will use the proceeds from the sale of
the Shares for legally permissible general corporate and working capital
purposes.

          d. FINANCIAL INFORMATION. The Company agrees to deliver or make
available to the Purchaser during the Open Period: (i) within 1 Trading Day
after the filing thereof with the SEC, a copy of its Annual Reports on Form
10-K, its Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and
any registration statements or amendments (other than on Form S-8) filed
pursuant to the 1933 Act; and (ii) on the same day as the release thereof,
facsimile or e-mail copies of all press releases issued by the Company or any of
its Subsidiaries. The Company and the Purchaser hereby acknowledge that the
foregoing may be satisfied by the Company by filing such applicable documents
via EDGAR.

          e. TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall
cause each of its Subsidiaries not to, enter into, amend, modify or supplement,
or permit any Subsidiary to enter into, amend, modify or supplement, any
agreement, transaction, commitment or arrangement with any of its or any
Subsidiary's officers, directors, persons who were officers or directors at any
time during the previous 2 years, shareholders who beneficially own 5% or more
of the Common Stock, or Affiliates or with any individual related by blood,
marriage or adoption to any such individual or with any entity in which any such
entity or individual owns a 5% or more beneficial interest, except for (i)
customary employment arrangements and benefit programs on reasonable terms, or
(ii) any agreement, transaction, commitment or arrangement which is approved by
a majority of the disinterested directors of the Company. For purposes hereof,
any director who is also an officer of the Company or any Subsidiary of the
Company shall not be a

<PAGE>


disinterested director with respect to any such agreement, transaction,
commitment or arrangement.

          f. FILING OF FORM 8-K OR PRESS RELEASE. On or before the date which is
5 Trading Days after the date on which the Company obtains the PSINet Consent
(as defined below), the Company shall (i) file with the SEC a Current Report on
Form 8-K and/or (ii) issue a press release announcing and describing the terms
of the transactions contemplated by the Transaction Documents (in form and
substance reasonably acceptable to the Purchaser).

          g. REGISTRATION STATEMENT. The Company shall:

               (i) file with the SEC a registration statement on Form S-3
(or if such form is not then available to the Company, on Form S-1 or Form S-2)
providing for the transactions contemplated by this Agreement and as
contemplated in the Registration Rights Agreement, with the form and substance
of such Registration Statement being acceptable to the Purchaser acting in good
faith, on or before the date which is 45 days after the date hereof; PROVIDED,
however, that the Company may delay the filing of the Registration Statement for
not longer than 30 days following such 45th day if the Company's Board of
Directors determines that it is in the best interests of the Company to do so,
and the Company promptly notifies the Purchaser of such determination; and

               (ii) use its best efforts to cause such Registration Statement
to be declared effective on or before the date which is 150 days after the date
hereof.

          Notwithstanding anything else contained in this Section 5(g), any
delay in the filing of the Registration Statement (whether voluntary or
involuntary) shall not affect or extend (A) the number of days in which the
Company has agreed under this Agreement to use its best efforts to cause the
Registration Statement to become effective, or (B) the Purchaser's right to
terminate this Agreement pursuant to Section 8 below.

          h. REGISTRATION AND LISTING; EFFECTIVE REGISTRATION.

               (i) During the Registration Period (as defined in the
Registration Rights Agreement) the Company will:

                  (A) comply in all material respects with its reporting and
                      filing obligations under the Exchange Act;

                  (B) use its best efforts to cause the Common Stock to be
                      registered under Sections 12(b) or (g) of the Exchange
                      Act;

                  (C) use its best efforts to cause the Common Stock to be
                      listed and/or quoted on the Principal Market and each
                      other national securities exchange and automated
                      quotation system, if any, upon which shares of Common
                      Stock are then listed or quoted (subject only to official
                      notice of issuance); and

<PAGE>


                  (D) comply in all material respects with the Company's
                      reporting, filing and other obligations under the bylaws
                      or rules of the Principal Market.

               (ii) The Company shall use its best efforts to cause the
Shares to be listed and/or quoted on the Principal Market no later than the
Effective Date.

               (iii) The Company shall promptly provide to the Purchaser
copies of any notices it receives from an Approved Market regarding the
continued eligibility of the Common Stock for listing on such market. The
Company shall pay all fees and expenses in connection with satisfying its
obligations under this Section 5(h).

          i. RIGHTS PLAN. The Company shall not adopt a shareholder rights plan
or similar arrangement relating to accumulations of beneficial ownership of
Common Stock or a change in control of the Company that could be triggered by
the exercise of any of the Purchaser's rights or obligations under this
Agreement.

          j. COMFORT LETTERS. The Company shall cause to be delivered to the
Purchaser from the Company Accountants a "comfort letter" reasonably
satisfactory to the Purchaser and covering financial and accounting information
appearing in SEC Documents that is substantially similar or comparable to
financial and accounting information that was covered in the comfort letters
dated May 25, 1999 and February 8, 2000 that the Company caused
PricewaterhouseCoopers LLP to deliver to the managing underwriters in connection
with, respectively, the Company's initial public offering and its subsequent
follow-on public offering in February 2000 (the "PWC COMFORT LETTERS"); PROVIDED
that, if reasonably requested in good faith by the Purchaser, a comfort letter
shall also cover such financial and accounting information that was not covered
in the PWC Comfort Letters to the extent such information was either not
disclosed in SEC Documents or did not exist on the date of one or both of the
PWC Comfort Letters. A comfort letter shall be delivered to the Purchaser:

               (i) quarterly (with respect to such quarter and the
corresponding Form 10-Q) for the first three quarters of a fiscal year, not
later than 10 Trading Days after the day the Company files its Form 10-Q with
the SEC;

               (ii) annually (with respect to such fiscal year and the
corresponding Form 10-K), not later than 10 Trading Days after the day the
Company files its Form 10-K with the SEC; and

               (iii) to the extent not covered by clauses (i) and (ii) above,
each time an event occurs that is required to be disclosed by the Company on
Form 8-K (except if such event is disclosable by the Company solely pursuant to
Item 5 or Item 9 of Form 8-K), not later than 10 Trading Days following the day
the Company files such Form 8-K.

          Notwithstanding the above, if the date on which a comfort letter would
otherwise be deliverable by the Company to the Purchaser falls on a date other
than a Purchase Day and other than during the time between the delivery of a
Drawdown Notice and the commencement

<PAGE>

of a Purchase Period, the Company may defer its delivery to the Purchaser of
such comfort letter until the immediately following Drawdown Notice Date, if
any.

          k. LEGAL OPINIONS.

               (i) The Company shall cause to be delivered to the Purchaser
contemporaneously with the Company's execution of this Agreement an opinion of
counsel from Company Counsel in the form and substance attached hereto as
EXHIBIT C-1.

               (ii) The Company shall cause to be delivered to the Purchaser an
opinion of counsel from Company Counsel, in the form and substance of EXHIBIT
C-2 hereto, (A) quarterly for the first three quarters of a fiscal year, not
later than 10 Trading Days after the day the Company files its Form 10-Q with
respect to such quarter with the SEC, and (B) annually, not later than 10
Trading Days after the day the Company files its Form 10-K with the SEC.

               (iii) The Company shall cause to be delivered to the Purchaser
a legal opinion of Company Counsel in the form and substance attached hereto as
EXHIBIT C-3 on each Drawdown Notice Date and dated as of such Drawdown Notice
Date.

               (iv) The assumptions, exceptions and qualifications taken by
Company Counsel in each of the forgoing legal opinions must be substantially
similar in substance to the assumptions, exceptions and qualifications then
being taken by Company Counsel in legal opinions delivered by it to underwriters
in connection with registered underwritten public offerings in which Company
Counsel represents the issuer.

          l. SHORT SALES. The Purchaser shall not assume or maintain a net short
position in the Common Stock, except to the extent reasonably necessary to hedge
the Purchaser's net long exposure to the Common Stock resulting from (i) its
actual purchases of Shares pursuant to this Agreement on all completed Purchase
Days for which there has not yet been a Closing plus (ii) its reasonably
anticipated purchases of Shares pursuant to this Agreement over a period not to
exceed 3 Trading Days.

          m. SUITS AND OTHER NOTICES. The Purchaser will promptly notify the
Company if at any time following the delivery of a Drawdown Notice and prior to
the last Trading Day of the corresponding Purchase Period, (i) the Purchaser
becomes aware or is aware of the commencement of any action, suit, claim or
proceeding against the Purchaser that could reasonably be likely to prevent the
Purchaser from performing any of its material obligations to the Company under
this Agreement, or (ii) the Purchaser receives or has received notice from a
governmental or self-regulatory agency that the Purchaser does not then possess
one or more required registrations or approvals to perform its obligations under
this Agreement.

          n. NO LEGENDS; PROSPECTUS DELIVERY. The Company shall issue
certificates for the Shares to the Purchaser without any legend or stop transfer
restrictions. The Purchaser covenants that, in connection with any transfer of
Shares by the Purchaser, it will comply with the applicable prospectus delivery
requirements of the 1933 Act, provided that copies of a current prospectus
relating to such effective registration statement are or have been supplied to
the

<PAGE>


Purchaser.

          o. WAIVER. The Company agrees to use its best efforts to obtain the
consent of PSINet Inc. to the Company's performance of its obligations under
this Agreement and the Registration Rights Agreement (in accordance with the
Company's agreement with PSINet Inc. dated June 30, 2000) (the "PSINET CONSENT")
by not later than 15 Trading Days following the date of this Agreement. The
Company agrees to provide the Purchaser with evidence reasonably satisfactory to
the Purchaser of the PSINet Consent promptly following the Company's receipt
thereof. Notwithstanding anything herein or in the Registration Rights Agreement
to the contrary, other than the Company's obligation to obtain the PSINet
Consent, neither party hereto shall have any obligations of any form (to each
other or otherwise) under either such agreement prior to Company's receipt of
the PSINet Consent.

     6. CONDITIONS OF THE COMPANY'S OBLIGATION TO SELL.

          The obligation hereunder of the Company to issue and sell the Shares
to the Purchaser is further subject to the satisfaction, at or before each
Closing, of each of the following conditions set forth below. These conditions
are for the Company's sole benefit and may be waived by the Company at any time
in its sole discretion.

          a. The Purchaser shall have executed each of this Agreement and the
Registration Rights Agreement and delivered the same to the Company.

          b. The Purchaser shall have paid to the Company the full aggregate
Purchase Price for each of the Shares being purchased by the Purchaser (upon
receipt of confirmation of delivery of such Shares) at the Closing and for all
prior Closings by wire transfer of immediately available funds pursuant to the
wire instructions provided to the Purchaser in writing by the Company or through
DTC as described in Section 2(h) above.

          c. The representations and warranties of the Purchaser shall be true
and correct as of the date when made and as of the applicable Closing Date as
though made at that time (except for representations and warranties that speak
as of a specific date, provided that they were true as of the date to which they
speak).

          d. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement.

     7. CONDITIONS OF THE PURCHASER'S OBLIGATION TO PURCHASE.

          The obligation of the Purchaser hereunder to purchase Shares with
respect to a particular Trading Day is subject to the satisfaction, on such
Trading Day and on the related Closing Date, of each of the following conditions
set forth below.

          a. The Company shall have executed each of the Transaction Documents
and

<PAGE>


delivered the same to the Purchaser.

          b. The Common Stock shall be authorized for quotation on an Approved
Market and trading in the Common Stock shall not then be suspended by the SEC or
the Approved Market on which the Company's Common Stock is then traded or
listed.

          c. The representations and warranties of the Company set forth in this
Agreement shall have been true and correct as of the date of this Agreement.

          d. The representations and warranties of the Company set forth in this
Agreement shall be true and correct as of the applicable Trading Day or Closing
Date (the "REPRESENTATION DATE") as though made on and as of such Representation
Date, except for representations and warranties:

               (i) that speak as of a specific date (provided that they were
true and correct as of the date to which they speak); or

               (ii) that are made in Sections 4(h), (j), (l), (u), the first
sentence of Section 4(g) or the second and third sentences of Section 4(m) of
this Agreement; PROVIDED that such representations and warranties are not true
and correct as of the Representation Date solely as a result of events or
circumstances (or the absence of events or circumstances) that either:

                    (A) are not required to be disclosed by the Company in SEC
                        filings under the 1933 Act or the Exchange Act (or the
                        rules, regulations, and instructions to the forms
                        promulgated pursuant thereto) and are not required to be
                        filed by the Company in SEC filings in order for such
                        filings not to contain an untrue statement of a material
                        fact or not to omit to state a material fact required
                        to be stated therein, or necessary to make the
                        statements therein, in light of the circumstances in
                        which they were made, not misleading; or

                    (B) have been adequately disclosed in SEC filings made by
                        the Company at least 3 Trading Days prior to such
                        Representation Date.

          e. The Company shall have performed, satisfied and complied with the
covenants, agreements and conditions required by the Transaction Documents to be
performed, satisfied or complied with by the Company at or prior to such Trading
Day or Closing Date, as applicable, including without limitation the delivery to
the Purchaser of all Shares required to be so delivered by the Company as of
such date. The Purchaser shall have received a certificate, executed by the
Chief Executive Officer and Chief Financial Officer of the Company, dated as of
the applicable Drawdown Notice Date and as of any Closing Date for which one is
reasonably requested by the Purchaser, in the form and substance of EXHIBIT B
attached hereto.

          f. The Purchaser shall have received the legal opinions of the Company
Counsel

<PAGE>

in the form and substance and as of the dates specified in Section 5(k) above.

          g. As of the Closing Date only, the Company shall have executed and
delivered to the Purchaser the certificates representing, or have executed
electronic book-entry transfer of, the Shares (in such denominations as such
Purchaser shall request) being purchased by the Purchaser on such Closing Date.

          h. The Board of Directors of the Company shall have adopted
resolutions consistent with Section 4(b)(ii) and in a form reasonably acceptable
to the Purchaser and its counsel (the "RESOLUTIONS") and such Resolutions shall
not have been amended or rescinded.

          i. The Purchaser shall have received the "comfort letters" of the
type, in the form and with the substance of the letter described in Section 5(j)
above and as of the dates specified in Section 5(j) above from the Company
Accountants.

          j. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement.

          k. The Registration Statement shall be effective at the time of each
Closing and no stop order suspending the effectiveness of the Registration
Statement shall be in effect or shall be pending or threatened.

          l. The disclosures contained in the Registration Statement and the
related prospectus (including information or documents incorporated by reference
therein) and any amendments or supplements thereto shall be acceptable to the
Purchaser in its good faith opinion.

          m. There shall have been no filing of a petition in bankruptcy, either
voluntarily or involuntarily, with respect to the Company and there shall not
have been commenced any proceedings under any bankruptcy or insolvency laws, or
any laws relating to the relief of debtors, readjustment of indebtedness or
reorganization of debtors, and there shall have been no calling of a meeting of
creditors of the Company or appointment of a committee of creditors or
liquidating agents or offering of a composition or extension to creditors by,
for, with or without the consent or acquiescence of the Company. The Company and
its Subsidiaries shall be able to pay their debts as they become due.

          n. If applicable, the shareholders of the Company shall have approved
the issuance of any Shares in excess of the Maximum Common Stock Issuance Shares
in accordance with Section 2(k) above.

          o. The conditions set forth in Section 2(g) above shall have each been
satisfied as of the Drawdown Notice Date and shall each be satisfied as of such
Trading Day or Closing Date, as applicable.

          p. The Company shall have delivered to the Purchaser such other
documents relating

<PAGE>


to the transactions contemplated by this Agreement as the Purchaser or its
counsel may reasonably request.

     8. TERMINATION.

          a. This Agreement may be terminated (except as provided in Section
10(j) below) at any time by the Purchaser (in addition to a termination pursuant
to Sections 2(h)(iv), 2(h)(v) or 2(j) above) if (i) the Common Stock is not
listed on an Approved Market after the Effective Date for a period of at least 3
consecutive Trading Days; (ii) the Effective Date does not occur by the 150th
calendar day following the date of this Agreement; (iii) the Company has not
sold any Shares to the Purchaser pursuant to this Agreement for a period of 122
calendar days; (iv) the Company fails to deliver to the Purchaser the proper
number of Shares within 1 Trading Day following any Scheduled Closing Date
(regardless of whether such failure is subsequently cured) on more than 3
separate occasions in any 12 month period; (v) the Company enters into an Equity
Line Agreement with any party other than the Purchaser or an Affiliate of the
Purchaser; (vi) (A) the Company delivers more than 2 Suspension Notices (as
defined in the Registration Rights Agreement) in any 12 month period, or (B) any
single Suspension Period (as defined in the Registration Rights Agreement) lasts
longer than 60 days, or (C) any Non-Effectiveness Period (as defined in the
Registration Rights Agreement) lasts longer than 13 Trading Days; (vii) the
Company does not obtain the PSINet Consent within 15 Trading Days following the
date of this Agreement; or (viii) the Purchaser receives notice from a
governmental or self-regulatory agency that it does not then possess one or more
required registrations or approvals to perform its obligations under this
Agreement.

          b. This Agreement may be terminated (except as provided in Section
10(j) below) at any time by the Company if (i) the Purchaser fails to deliver
the appropriate funds to the Company for the purchase of Shares pursuant to this
Agreement either (A) by the close of business on the 13th Trading Day following
any Scheduled Closing Date or (B) within 1 Trading Day after any Scheduled
Closing Date (regardless of whether such failure is subsequently cured) on more
than 3 occasions in any 12 month period, (ii) the Purchaser exercises any of its
rights under this Agreement or the Registration Rights Agreement (including, but
not limited to, under Section 7(l) above) so as to not purchase some or all of
the Shares specified by the Company in a validly delivered Drawdown Notice,
other than due to one or more of the limitations contained in Section 2(c)
above, or (iii) the Purchaser receives notice from a governmental or
self-regulatory agency that it does not then possess one or more required
registrations or approvals to perform its obligations under the Agreement.

          c. This Agreement shall automatically terminate (except as provided in
Section 10(j) below) without any further action of either party hereto upon the
earlier of (i) the date on which the Purchaser has purchased Common Stock
pursuant to this Agreement with an aggregate Purchase Price of $125,000,000, and
(ii) the date which is 24 months after the Effective Date.

          d. Notwithstanding anything herein to the contrary, and in addition to
the terms of Section 10(j) below, the termination of this Agreement pursuant to
this Section 8 shall not relieve or otherwise diminish the parties' obligations
to deliver and pay for in accordance with the terms

<PAGE>

of this Agreement any Shares purchased by the Purchaser hereunder for which
there has not been a Closing.

     9. INDEMNIFICATION.

          a. In consideration of the Purchaser's execution and delivery of this
Agreement and the Registration Rights Agreement and acquiring the Shares
hereunder and in addition to all of the Company's other obligations under the
Transaction Documents, the Company shall defend, protect, indemnify and hold
harmless the Purchaser and its parents, subsidiaries and Affiliates and all of
their shareholders, officers, directors, partners, employees, members and direct
or indirect investors and any of the foregoing person's agents or other
representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the
"INDEMNITEES") from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought), and including
reasonable attorneys' fees and disbursements (the "INDEMNIFIED LIABILITIES"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any misrepresentation or breach of any representation or warranty made by the
Company in the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, (b) any breach of any covenant,
agreement or obligation of the Company contained in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
(c) any cause of action, suit or claim brought or made against such Indemnitee
by a third party and arising out of or resulting from (i) the execution,
delivery, performance, breach by the Company or enforcement of the Transaction
Documents or any other certificate, instrument or document contemplated hereby
or thereby, (ii) any transaction financed or to be financed in whole or in part,
directly or indirectly, with the proceeds of the issuance of the Shares or (iii)
the status of the Purchaser or holder of the Shares as an investor in the
Company and (d) the enforcement of this Section 9(a). Notwithstanding the
foregoing, Indemnified Liabilities shall not include any liability of any
Indemnitee arising solely out of such Indemnitee's willful misconduct or
fraudulent action(s). To the extent that the foregoing undertaking by the
Company may be unenforceable for any reason, the Company shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law. Except as otherwise set
forth herein, the mechanics and procedures with respect to the rights and
obligations under this Section 9(a) shall be the same as those set forth in
Section 6 (other than Section 6(b)) of the Registration Rights Agreement,
including, without limitation, those procedures with respect to the settlement
of claims and Company's right to assume the defense of claims.

          b. In consideration of the Company's execution and delivery of this
Agreement and the Registration Rights Agreement and in addition to the
Purchaser's other obligations under the Transaction Documents, the Purchaser,
shall defend, protect, indemnify and hold harmless the Company and all of its
subsidiaries, officers, directors and employees, and any of the foregoing
persons' agents or other representatives (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement)
(collectively, the "INDEMNITEES") from and against any and all actions, causes
of action, suits, claims, losses,


<PAGE>

costs, penalties, fees, liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Indemnitee is a party to the action
for which indemnification hereunder is sought), and including reasonable
attorneys' fees and disbursements (the "INDEMNIFIED LIABILITIES"), incurred by
any Indemnitee as a result of, or arising out of, or relating to (a) any
misrepresentation or breach of any representation or warranty made by the
Purchaser in the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, (b) any breach of any covenant,
agreement or obligation of the Purchaser contained in the Transaction Documents
or any other certificate, instrument or document contemplated hereby or thereby,
(c) any cause of action, suit or claim brought or made against such Indemnitee
by a third party and arising out of or resulting from the breach by the
Purchaser of the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, and (d) the enforcement of this Section
9(b). Notwithstanding the foregoing, Indemnified Liabilities shall not include
any liability of any Indemnitee arising solely out of such Indemnitee's willful
misconduct or fraudulent action(s). To the extent that the foregoing undertaking
by the Purchaser may be unenforceable for any reason, the Purchaser shall make
the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law. Except as
otherwise set forth herein, the mechanics and procedures with respect to the
rights and obligations under this Section 9(b) shall be the same as those set
forth in Section 6 (other than Section 6(a)) of the Registration Rights
Agreement, adjusted as applicable. Notwithstanding the above, in no event shall
the Purchaser's indemnification obligations under this Agreement exceed the
aggregate net proceeds received by the Purchaser from its sale of Shares
purchased from the Company pursuant to this Agreement.

     10. GOVERNING LAW; MISCELLANEOUS.

          a. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE STATE OF
NEW YORK, CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED
HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO
ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR
PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT,
ACTION OR PROCEEDING IS IMPROPER. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO
LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. IF
ANY PROVISION OF THIS AGREEMENT SHALL BE INVALID OR UNENFORCEABLE IN ANY
JURISDICTION, SUCH INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY
OR ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT IN THAT JURISDICTION OR THE
VALIDITY OR ENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT IN ANY OTHER
JURISDICTION. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO

<PAGE>


TRIAL BY JURY.

          b. EXPENSES.

               (i) As an inducement to the Purchaser to enter into this
Agreement, the Company agrees to reimburse the Purchaser or its counsel,
designees or clients, as applicable, for all reasonable fees and expenses
actually incurred (including reasonable legal expenses) relating to the initial
and ongoing due diligence and the negotiation and execution of the Transaction
Documents. The Company will pay to the Purchaser and/or its counsel, at the time
of signing this Agreement, for an estimate of all such costs and expenses
incurred as of such date of signing. If the Purchaser or its counsel (as the
case may be) discovers that such estimates were higher than actual costs and
expenses, it will reimburse any excess to the Company within 30 days of such
discovery to extent such excess is not offset against other or further
reimbursable expenses. To the extent such estimate does not so cover all such
reimbursable costs and expenses, the Company shall promptly pay the Purchaser
and/or its counsel the amount of such deficiency promptly following demand
therefor. Notwithstanding the above, the Company's payment obligations to the
Purchaser under this Section 10(b)(i) shall be limited to $70,000 with respect
to costs, fees and expenses incurred by the Purchaser prior to the initial
Drawdown Notice Start Date under this Agreement, and $15,000 (or $20,000 for any
quarter during which the Company files a Registration Statement on a form other
than Form S-3 or in which the then effective Registration Statement is on a form
other than Form S-3) with respect to costs, fees and expenses incurred by the
Purchaser during each calendar quarter thereafter; PROVIDED that to the extent a
payment limit is not fully utilized in any period, the amount of such unused
availability shall carry forward and be available to the Purchaser in one or
both of the two immediately succeeding periods.

               (ii) Except as otherwise set forth in this Section 10(b) or
Section 9 above or set forth in the Registration Rights Agreement, each party
shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of the
transactions contemplated by the Transaction Documents. Any attorneys' fees and
expenses incurred by either the Company or by the Purchaser in connection with
the preparation, negotiation, execution and delivery of any amendments to this
Agreement or relating to the enforcement of the rights of any party, after the
occurrence of any breach of the terms of this Agreement by another party or any
default by another party in respect of the transactions contemplated hereunder,
shall be paid on demand by the party which breached the Agreement and/or
defaulted, as the case may be. The Company shall pay all stamp and other taxes
and duties levied in connection with the issuance of any Shares issued pursuant
hereto.

          c. COUNTERPARTS. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

<PAGE>


          d. HEADINGS. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.

          e. SEVERABILITY. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in
that jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction.

          f. ENTIRE AGREEMENT; AMENDMENTS; WAIVERS. This Agreement supersedes
all other prior oral or written agreements between the Purchaser and the Company
with respect to the matters discussed herein, and this Agreement and the
instruments referenced herein (including the other Transaction Documents)
contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or
therein, neither the Company nor the Purchaser makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of
this Agreement may be amended other than by an instrument in writing signed by
the Company and the Purchaser, and no provision hereof may be waived other than
by an instrument in writing signed by the party against whom enforcement is
sought. The Purchaser may at any time elect, by notice to the Company, to waive
(whether permanently or temporarily, and subject to such conditions, if any, as
the Purchaser may specify in such notice) any of its rights, any of the
Company's obligations to the Purchaser, or any of the conditions precedent with
which the Company must comply that are for the sole benefit of the Purchaser,
with respect to or in connection with the Purchaser's acquisition of Common
Stock from the Company pursuant to the Transaction Documents, in which event
such waiver shall be binding against the Purchaser in accordance with its terms.

          g. NOTICES. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing, must be delivered by (i) a nationally recognized delivery service, mail
or hand delivery OR (ii) facsimile, and will be deemed to have been delivered
(A) upon receipt, when delivered via delivery service; or (B) upon receipt, when
sent by facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party). The addresses
and facsimile numbers for such communications shall be:

          If to the Company:

          Juno Online Services
          1540 Broadway, 27th Floor
          New York, New York 10036
          Telephone:        212-597-9000
          Facsimile:        212-597-9200
          Attention:        Mr. Charles Ardai, President and CEO
          E-Mail:           westgate-equity-line@staff.juno.com

          WITH A COPY TO:

<PAGE>


          Brobeck, Phleger & Harrison LLP
          1633 Broadway, 47th Floor
          New York, New York  10019
          Telephone:        212-581-1600
          Facsimile:        212-586-7878
          Attention:        Brian B. Margolis, Esq.
          E-Mail:           bmargolis@brobeck.com

          If to the Purchaser:

          Westgate International, L.P.
          c/o Elliott International Capital Advisors, Inc.
          712 Fifth Avenue
          New York, New York 10019
          Telephone:        212-506-2999
          Facsimile:        212-586-9467
          Attention:        Mr. Brett Cohen
          E-Mail:           bcohen@elliott-assoc.com

          WITH A COPY TO:

          Kleinberg, Kaplan, Wolff & Cohen, P.C.
          551 Fifth Avenue
          New York, New York 10176
          Telephone:        212-986-6000
          Facsimile:        212-986-8866
          Attention:        Stephen M. Schultz, Esq.
          E-Mail:           sschultz@kkwc.com

          Each party shall provide 5 days prior written notice to the other
party of any change in address, telephone number or facsimile number. Written
confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated by
the sender's facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided by a
nationally recognized overnight delivery service shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.

          h. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns, including any Permitted Assignee (as
defined below). The Company shall not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the Purchaser,
including by merger or consolidation. The Purchaser may assign some or all of
its rights hereunder to an Affiliate, without the consent of the Company, and to
others, with the written consent of the Company (in each case, a "PERMITTED
ASSIGNEE"); provided, however, that

<PAGE>

each such assignee shall be required to confirm in writing its agreement to be
bound by the terms of this Agreement, and provided further, that any such
assignment shall not release the Purchaser from its obligations hereunder unless
such obligations are assumed by such assignee. Notwithstanding anything to the
contrary contained in the Transaction Documents, the Purchaser shall be entitled
to pledge the Shares in connection with a bona fide margin account.

          i. NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

          j. SURVIVAL. The representations and warranties of the Company and the
Purchaser contained in Sections 3 and 4, the agreements and covenants (with
respect to any deliveries of Shares not yet made by the Company and any
purchases of Shares not yet made by the Purchaser that, in each case, are
required to be made by such party pursuant to this Agreement) set forth in
Sections 2(h)(iii), 2(h)(iv), 2(h)(v), 2(j), 2(k), 5 (except for Sections 5(j),
(k), (l), (m) and (n)), 6, 7 and 10, and the indemnification provisions set
forth in Section 9, shall survive each of the Closings, the termination of the
Open Period and the termination of this Agreement, regardless of whether this
Agreement is terminated automatically or by one or both of the parties hereto,
for a period of 3 years following the termination of this Agreement.

          k. PUBLICITY. The Company and the Purchaser shall have the right to
approve before issuance any press releases or any other public statements with
respect to the transactions contemplated hereby; provided, however, that the
Company shall be entitled, without the prior approval of the Purchaser, to make
any press release or other public disclosure with respect to such transactions
as is required by applicable law and regulations (although the Purchaser shall
be consulted by the Company in connection with any such press release or other
public disclosure prior to its release and shall be provided with a copy
thereof).

          l. FURTHER ASSURANCES. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

          m. PLACEMENT AGENT. The Purchaser and the Company each acknowledges
and warrants that it has not engaged any placement agent in connection with the
sale of the Shares, other than Ladenburg Thalmann & Co. Inc., whose fees will be
paid exclusively by the Company. The Company and the Purchaser shall each be
responsible for the payment of any fees or commissions of placement agents or
brokers engaged, directly or indirectly, by the Company or the Purchaser,
respectively, in connection with the purchase of the Shares by the Purchaser.
The Company and the Purchaser shall pay, and hold the other party harmless
against, any liability, loss or expense (including, without limitation,
reasonable attorneys' fees and out-of-pocket expenses) arising in connection
with any such claim.

          n. NO STRICT CONSTRUCTION. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict




<PAGE>

construction will be applied against any party.

          o. REMEDIES. The Purchaser and each Permitted Assignee shall have all
rights and remedies set forth in this Agreement and the Registration Rights
Agreement and all rights and remedies which such holders have been granted at
any time under any other agreement or contract and all of the rights which such
holders have under any law. Any person having any rights under any provision of
this Agreement shall be entitled to enforce such rights specifically (without
posting a bond or other security), to recover damages by reason of any breach of
any provision of this Agreement and to exercise all other rights granted by law.
The Purchaser and each Permitted Assignee without prejudice may withdraw, revoke
or suspend its pursuit of any remedy at any time prior to its complete recovery
as a result of such remedy. Notwithstanding the foregoing, in no event shall
either party be liable to the other party for any indirect, incidental,
consequential, special or exemplary damages arising from or in connection with
this Agreement or the Registration Rights Agreement (other than pursuant to a
party's indemnification obligations under Section 6 of the Registration Rights
Agreement) even if such party has been advised of the possibility of such
damages.

          p. PAYMENT SET ASIDE. To the extent that the Company makes a payment
or payments to the Purchaser hereunder or under the Registration Rights
Agreement or the Purchaser enforces or exercises its rights hereunder or
thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside, recovered from, disgorged by or are
required to be refunded, repaid or otherwise restored to the Company, a trustee,
receiver or any other person under any law (including, without limitation, any
bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such enforcement or setoff
had not occurred.

          q. DAYS. Unless the text refers to "Trading Days" or "Purchase Days,"
all references herein to "days" shall mean calendar days.

          r. RESCISSION AND WITHDRAWAL RIGHT. Notwithstanding anything to the
contrary contained in (and without limiting any similar provisions of) the
Transaction Documents, wherever the Purchaser exercises a right, election,
demand or option under a Transaction Document and the Company does not fully
perform its related obligations within the periods therein provided, then the
Purchaser in its sole discretion may rescind or withdraw from time to time any
relevant notice, demand or election in whole or in part without prejudice to its
future actions and rights.

                                    * * * * *

                            [Signature Page Follows]



<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Common Stock
Investment Agreement to be duly executed as of the date and year first above
written.



JUNO ONLINE SERVICES, INC.               WESTGATE INTERNATIONAL, L.P.
                                         By:  Elliott International Capital
                                              Advisors Inc., as attorney-in-fact




By: /s/ CHARLES ARDAI                   By: /s/ PAUL SINGER
   -----------------------------           -----------------------------
Name: Charles Ardai                     Name: Paul E. Singer
Title: President &                      Title: President
       Chief Executive Officer



<PAGE>



LIST OF SCHEDULES
-----------------
Schedule 4(a)                         Subsidiaries
Schedule 4(c)                         Capitalization
Schedule 4(e)                         Conflicts
Schedule 4(g)                         Absence of Certain Changes
Schedule 4(h)                         Absence of Litigation
Schedule 4(m)                         Intellectual Property


LIST OF EXHIBITS
----------------
Exhibit A                             Registration Rights Agreement
Exhibit B                             Officers' Certificate
Exhibit C-1                           Opinion of Counsel (on execution)
Exhibit C-2                           Opinion of Counsel (including 10b-5)
Exhibit C-3                           Opinion of Counsel (Drawdown Notice Dates)
Exhibit D                             Secretary's Certificate
Exhibit E                             Form of Drawdown Notice