<PAGE>   1

                                                                    EXHIBIT 10.3




                       PREFERRED STOCK PURCHASE AGREEMENT


                                      Among


                              CLEAR HOLDINGS, INC.,


                           DFW CAPITAL PARTNERS, L.P.,


                              CLEAR INVESTORS, LLC


                            STEPHEN F. JOHNSTON, SR.


                                       and


                       OTHER PERSONS ELECTING TO SUBSCRIBE





                            Dated as of June 24, 1999



<PAGE>   2



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
ARTICLE I.             THE PREFERRED STOCK.....................................................  1

        SECTION 1.01   Issuance and Sale of the Initial Shares.................................  1
        SECTION 1.02   First Closing Date......................................................  2
        SECTION 1.03   Issuance and Sale of Subsequent Closing Shares..........................  2
        SECTION 1.04   Subsequent Closing Date.................................................  2


ARTICLE II.            REPRESENTATIONS AND WARRANTIES OF THE COMPANY...........................  2

        SECTION 2.01  Organization, Qualifications and Corporate Power.........................  2
        SECTION 2.02  Authorization of Agreements, Shares and Conversion Shares................  3
        SECTION 2.03  Validity.................................................................  3


ARTICLE III.           REPRESENTATIONS AND WARRANTIES OF
                       THE PURCHASERS .........................................................  4

        SECTION 3.01  Investment Representation................................................  4


ARTICLE IV.            CONDITIONS .............................................................  4

        SECTION 4.01  Conditions to the Obligations of the Initial Purchasers..................  4
        SECTION 4.02  Conditions to the Obligations of the Company at the First Closing........  5
        SECTION 4.03  Conditions to the Obligations of the Subsequent Closing Purchasers.......  6
        SECTION 4.04  Conditions to the Obligations of the Company at the Subsequent Closing...  6

ARTICLE V.             COVENANTS OF THE COMPANY................................................  7

        SECTION 5.01  Financial Statements, Reports, Etc.......................................  7

</TABLE>



                                       i

<PAGE>   3

<TABLE>
<S>                                                                                              <C>
ARTICLE VI.            MISCELLANEOUS...........................................................  8

        SECTION 6.01  Survival of Agreements...................................................  8
        SECTION 6.02  Brokerage................................................................  9
        SECTION 6.03  Parties in Interest......................................................  9
        SECTION 6.04  Certain Consents and Waivers.............................................  9
        SECTION 6.05  Notices..................................................................  9
        SECTION 6.06  Assignability............................................................ 10
        SECTION 6.07  Entire Agreement......................................................... 10
        SECTION 6.08  LAW GOVERNING............................................................ 10
        SECTION 6.09  Counterparts............................................................. 10

TESTIMONIUM.................................................................................... 12

</TABLE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

                                                                          Section
Exhibit                    Description                                    Reference
-------                    -----------                                    ---------

<S>                        <C>                                            <C>
EXHIBIT A                  Form of Amendment                              2.01(a)
                             to Registration Rights Agreement

EXHIBIT B                  Form of Amendment                              2.01(a)
                             to Voting and Co-Sale Agreement

EXHIBIT C                  List of Eligible Holders                       1.03

</TABLE>


                                       ii

<PAGE>   4




                  PREFERRED STOCK PURCHASE AGREEMENT, dated as of June 24, 1999,
(the "Agreement") between CLEAR HOLDINGS, INC., a Georgia corporation (the
"Company"), and DFW CAPITAL PARTNERS, L.P., a Delaware limited partnership
("DFW"), Clear Investors, LLC, a Georgia limited liability company ("LLC",
Stephen F. Johnston, Sr. ("Johnston") (LLC, together with DFW, collectively the
"Initial Purchasers") and such other persons who elect to purchase Shares
pursuant to this Agreement (collectively, the "Subsequent Closing Purchasers"
and, together with the Initial Purchasers, collectively the "Purchasers").

                  WHEREAS, the Company wishes to issue and sell to the
Purchasers up to 30,000 shares (the "Shares") of Series C Convertible Preferred
Stock, no par value (the "Series C Preferred Stock"), of the Company

                  WHEREAS, in order to induce the Purchasers to enter into this
Agreement and consummate the transactions contemplated hereby the Company wishes
to enter into this Agreement and make the representations, warranties, covenants
and agreements set forth herein.

                  WHEREAS, each of the Initial Purchasers wish to purchase, and
the Company wishes to sell to each Initial Purchaser, 5,000 Shares (such
aggregate 10,000 Shares to be purchased by the Initial Purchasers being herein
called the "Initial Shares").

                  WHEREAS, the Company wishes to offer certain holders of
outstanding Common Stock, $.0001 par value, of the Company ("Common Stock") or
outstanding options to purchase Common Stock, as well as other persons who are
"Accredited Investors" as defined in Rule 501 under the Securities Act of 1933,
as amended, the right to purchase up to an aggregate of 20,000 Shares, such
right to be exercisable by such holders, in the event of over-subscription, pro
rata according to the respective numbers of shares and options held by them. The
Shares purchased by such holders and other purchasers are sometimes herein
called the "Subsequent Closing Shares".

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


                                       I.

                                   THE SHARES

                  SECTION 1.01 Issuance and Sale of the Initial Shares. (a)
Subject to the terms and conditions set forth herein, on the Closing Date (as
defined herein) the Company shall issue and sell to each Initial Purchaser, and
each Initial Purchaser shall purchase from the Company, 5,000 Shares and the
Company shall issue and deliver to each Initial Purchaser certificates in


                                        1

<PAGE>   5


definitive form, registered in the name of such Initial Purchaser, evidencing
the Shares purchased by such Initial Purchaser.

                  (b)      As payment in full for the Initial Shares purchased
by it, and against delivery of the certificates for such Shares as aforesaid,
each Initial Purchaser shall tender to the Company $500,000 aggregate principal
amount of promissory notes of the Company or Clear Communications Group, Inc.
for credit toward such purchase price at 100% of principal amount. The Company
will on the First Closing Date pay all accrued interest on notes tendered in
payment for the Initial Shares. Each Initial Purchaser may elect to apply such
accrued interest to the purchase of additional Shares at the First Closing or
any Subsequent Closing.

                  SECTION 1.02 First Closing Date. The closing of the sale and
purchase of the Initial Shares shall take place at the offices of Smith,
Gambrell & Russell, LLP, Suite 3100, Promenade II, 1230 Peachtree Street, NE,
Atlanta, Georgia 30309, on June 24, 1999 or at such other date and time as may
be mutually agreed upon between the Initial Purchasers and the Company (such
date and time of closing being herein called the "First Closing Date").

                  SECTION 1.03 Issuance and Sale of Subsequent Closing Shares.
Each holder of Common Stock or outstanding options (whether or not vested)
("Options") to purchase Common Stock of the Company listed in Exhibit C
(collectively, the "Eligible Holders") shall have the right, by delivery of
notice to the Company not later than July 7, 1999, to purchase such holder's pro
rata share (based on all Eligible Holders' holdings of Common Stock and Options)
at a purchase price of $100 per share, of the Subsequent Closing Shares. In the
event the Subsequent Closing Shares are not fully subscribed, purchasing
Eligible Holders and other purchasers, including the Initial Purchasers, shall
have the right to elect to purchase additional Subsequent Closing Shares.

                  SECTION 1.04 Subsequent Closing Dates. The closing of the sale
and purchase of the Subsequent Closing Shares shall take place at the offices of
Smith, Gambrell & Russell, LLP, Suite 3100, Promenade II, 1230 Peachtree Street,
NE, Atlanta, Georgia 30309, on July 8, 1999, in the case of purchase by Eligible
Holders, and on July 30, 1999 in the case of purchase by other holders, or at
such other dates and times as may be specified by the Company by notice to the
Subsequent Closing Purchasers (each such date and time of closing being herein
called a "Subsequent Closing Date").


                                        2

<PAGE>   6



                                       II.

                         REPRESENTATIONS AND WARRANTIES
                                 OF THE COMPANY

                  The Company represents and warrants to each Purchaser as
follows:

                  SECTION 2.01 Organization, Qualifications and Corporate Power.
The Company is a corporation duly incorporated, validly existing and in good
standing under the laws of Georgia. The Company has the corporate power and
authority (i) to own and hold its properties; (ii) to carry on its business as
currently conducted and as proposed to be conducted; (iii) to execute, deliver
and perform its obligations under this Agreement, the Amendment to Registration
Rights Agreement, the form of which is attached hereto as Exhibit A (the
"Registration Rights Amendment"); (iv) the Amended and Restated Voting and
Co-Sale Agreement, the Form of which is attached hereto as Exhibit B (the
"Voting and Co-Sale Agreement"); and (v) to issue, sell and deliver the Shares
and the shares of Common Stock issuable upon conversion of the Shares (the
"Conversion Shares").

                  SECTION 2.02 Authorization of Agreements, Shares and
Conversion Shares. (a) The execution, delivery and performance by the Company of
this Agreement, the Registration Rights Amendment and the Voting and Co-Sale
Agreement, the issuance and sale of the Shares and the issuance and delivery of
the Conversion Shares upon conversion of the Shares have been duly authorized by
all requisite corporate action. The execution, delivery and performance by the
Company of this Agreement, the Registration Rights Amendment and the Voting and
Co- Sale Agreement, the issuance and delivery of the Shares and the issuance and
delivery of the Conversion Shares upon conversion of the Shares will not (i)
violate any provision of law, any order of any court or other agency of
government, the Articles of Incorporation or By-laws of the Company, or any
provision of any material indenture, agreement or other instrument by which the
Company or and of its subsidiaries or any of their respective properties or
assets is bound or affected; (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
material indenture, agreement or other instrument; (iii) result in the creation
or imposition of any material lien, charge or encumbrance of any nature
whatsoever upon any of the properties or assets of the Company in any
Subsidiary, except for such violations, conflicts or defaults which have been
waived or consented to by the appropriate party or parties to such indenture,
agreement or instrument.

                  (b)      The Shares, when issued against payment in accordance
with this Agreement, will be duly authorized, validly issued and outstanding,
fully paid and non-assessable. The Conversion Shares have been duly reserved by
the Company for issuance upon conversion of the Shares and, when so issued and
delivered upon conversion of the Shares, will be duly authorized, validly issued
and outstanding, fully paid and nonassessable shares of Common Stock. The
issuance, sale and delivery of the Shares nor the issuance and delivery of the
Conversion Shares upon conversion of the Shares is not subject to any preemptive
rights of


                                        3

<PAGE>   7



shareholders of the Company or to any right of first refusal or other similar
right in favor of any person, except for the preemptive rights of holders of the
Company's Class A Convertible Preferred Stock and the rights of certain holders
under the Shareholders Agreement dated as of November 20, 1997, all of which
have been waived pursuant to Section 6.04 hereof.

                  SECTION 2.03 Validity. This Agreement has been duly executed
and delivered by the Company and constitutes, and the Registration Rights
Amendment and the Voting and Co-Sale Agreement, when executed and delivered as
contemplated by this Agreement, will constitute, the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms, subject to applicable bankruptcy, reorganization,
insolvency and other limitations on creditors' rights generally, and to general
equitable principles.


                                      III.

                         REPRESENTATIONS AND WARRANTIES
                                OF THE PURCHASERS

                  As an inducement to the Company to enter into this Agreement
and to consummate the transactions contemplated hereby, and with knowledge that
the Company shall reply thereon, each Purchaser represents and warrants to the
Company, severally and not jointly, the following:

                  SECTION 3.01 Investment Representation. Such Purchaser is
acquiring the Shares and will, upon conversion of the Shares, acquire the
Conversion Shares for its, his or her own account for the purpose of investment
and not with a view to or for sale in connection with any distribution thereof.
Such Purchaser further represents that he, she or it understands that (i) none
of the Shares or the Conversion Shares have been registered under the Securities
Act by reason of their issuance in a transaction exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) thereof; (ii) the
Shares and, upon conversion thereof, the Conversion Shares must be held
indefinitely unless a subsequent disposition thereof is registered under the
Securities Act or is exempt from such registration; (iii) the Shares and the
Conversion Shares will bear a legend to such effect; and (iv) the Company will
make a notation on its transfer books to such effect. Such Purchaser further
understands that the exemption from registration afforded by Rule 144 under the
Securities Act depends on the satisfaction of various conditions and that, if
applicable, Rule 144 affords the basis of sales of the Shares and/or the
Conversion Shares in limited amounts under certain conditions.


                                        4

<PAGE>   8



                                       IV.

                                   CONDITIONS

                  SECTION 4.01 Conditions to the Obligations of the Initial
Purchasers. The obligation of the Initial Purchasers to purchase and pay for the
Initial Shares on the First Closing Date is, at the option of the Purchasers,
subject to the satisfaction, on or prior to the First Closing Date, of each of
the following conditions:

                  (a)      Representations and Warranties to Be True and
         Correct. The representations and warranties contained in Article II
         hereof shall be true and correct in all material respects on and as of
         the First Closing Date with the same effect as though such
         representations and warranties had been made on and as of such date,
         and if requested by the Initial Purchasers, the Company shall have
         certified to such effect to the Initial Purchasers in writing.

                  (b)      Performance. The Company shall have performed and
         complied in all material respects with all agreements and conditions
         contained herein and required to be performed or complied with by it
         prior to or at the Closing Date, and, if requested by the Purchaser,
         the Company shall have certified to such effect to the Purchasers in
         writing.

                  (c)      All Proceedings to Be Satisfactory. All corporate and
         other proceedings to be taken by the Company in connection with the
         transactions contemplated hereby and all documents incident thereto,
         shall be reasonably satisfactory in form and substance to the
         Purchasers and their counsel, and the Initial Purchasers and said
         counsel shall have received all such counterpart originals or certified
         or other copies of such documents as they may reasonably request.

                  (d)      Fleet Consent. Fleet National Bank shall have
         consented to the transactions contemplated by this Agreement.

                  (e)      Opinion of Company Counsel. The Initial Purchasers
         shall have received an opinion of Smith, Gambrell & Russell, L.L.P. as
         to the matters referred to in Sections 2.01 and 2.02, in form, scope
         and substance reasonably satisfactory to the Initial Purchasers and
         their counsel.

                  (f)      Registration Rights Amendment and Voting and Co-Sale
         Agreement. The Registration Rights Amendment and Voting and Co-Sale
         Agreement shall have been executed and delivered by the Company, and
         the same shall be in full force and effect on the Closing Date.

                  (g)      SBA Forms. The Company shall have executed and
         delivered to the Purchaser for redelivery to the Small Business
         Administration ("SBA") SBA Form 480


                                        5

<PAGE>   9



         (Size Status Declaration) and SBA Form 652 (Assurance of Compliance For
         NonDiscrimination), and shall have provided the Purchaser with
         sufficient information to enable such Purchaser to accurately complete
         and deliver SBA Form 1031 (Portfolio Financing Report) to the SBA.

                  SECTION 4.02 Conditions to the Obligations of the Company at
the First Closing. The obligation of the Company to issue and sell the Initial
Shares to the Initial Purchasers on the First Closing Date is, at the Company's
option, subject to the satisfaction, on or before such date of the following
conditions:

                  (a)      Representations and Warranties to Be True and
         Correct. The representations and warranties of the Initial Purchasers
         contained in Article III hereof shall be true and correct in all
         material respects on and as of the First Closing Date with the same
         effect as though such representations and warranties had been made on
         and as of such date, and, if requested by the Company, the Initial
         Purchasers shall have certified to such effect to the Company in
         writing.

                  (b)      Performance. The Initial Purchasers shall have
         performed and complied in all material respects with all agreements and
         conditions contained herein required to be performed or complied with
         by them prior to or at the Closing Date, and if requested by the
         Company the Initial Purchasers shall have certified to such effect to
         the Company in writing.

                  (c)      Registration Rights Amendment and Voting and Co-Sale
         Agreement. The Registration Rights Amendment and Voting and Co-Sale
         Agreement shall have been executed and delivered by the Initial
         Purchasers.

                  (d)      Fleet Consent. Fleet National Bank shall have
         consented to the transactions contemplated by this Agreement.

                  SECTION 4.03 Conditions to the Obligations of Each of the
Subsequent Closing Purchasers. The obligation of the Subsequent Closing
Purchasers to purchase and pay for Subsequent Closing Shares on each Subsequent
Closing Date is, at the option of the Company, subject to the satisfaction, on
or prior to each Subsequent Closing Date, of each of the following conditions:

                  (a)      Representations and Warranties to Be True and
         Correct. The representations and warranties contained in Article II
         hereof shall be true and correct in all material respects on and as of
         each Subsequent Closing Date with the same effect as though such
         representations and warranties had been made on and as of such date.


                                        6

<PAGE>   10



                  (b)      Performance. The Company shall have performed and
         complied in all material respects with all agreements and conditions
         contained herein and required to be performed or complied with by it
         prior to or at such Subsequent Closing Date.

                  (c)      All Proceedings to Be Satisfactory. All corporate and
         other proceedings to be taken by the Company in connection with the
         transactions contemplated hereby and all documents incident thereto,
         shall be reasonably satisfactory in form and substance to the
         Subsequent Closing Purchasers.

                  SECTION 4.04 Conditions to the Obligations of the Company at
Each Subsequent Closing. The obligation of the Company to issue and sell
Subsequent Closing Shares to the Subsequent Closing Purchasers on each
Subsequent Closing Date is, at the Company's option, subject to the
satisfaction, on or before such date of the following conditions:

                  (a)      Representations and Warranties to Be True and
         Correct. The representations and warranties of the Subsequent Closing
         Purchasers purchasing on such Subsequent Closing Date contained in
         Article III hereof shall be true and correct in all material respects
         on and as of such date with the same effect as though such
         representations and warranties had been made on and as of such date.

                  (b)      Performance. The Subsequent Closing Purchasers
         purchasing on such Closing Date shall have performed and complied in
         all material respects with all agreements and conditions contained
         herein required to be performed or complied with by them prior to or at
         such date.

                  (c)      Registration Rights Amendment and Voting and Co-Sale
         Agreement. The Registration Rights Amendment and Voting and Co-Sale
         Agreement shall have been executed and delivered by the Subsequent
         Closing Purchasers purchasing on such Closing Date.

                  (d)      Questionnaire. Each Subsequent Closing Purchaser
         purchasing on such Closing Date shall have executed and delivered to
         the Company an Accredited Investor Questionnaire, and the Company and
         its counsel shall be satisfied with such questionnaires and all matters
         pertaining to the Company's compliance with applicable federal and
         state securities laws.


                                       V.

                            COVENANTS OF THE COMPANY

                  SECTION 5.01. Financial Statements, Reports, Etc. The Company
covenants and agrees that so long as any Initial Purchaser shall hold at least
25% of the Shares acquired by


                                        7

<PAGE>   11



it pursuant to this Agreement, or any person acquiring, directly or indirectly,
Shares from an Initial Purchaser shall hold an equivalent number of Shares, the
Company will furnish each such Initial Purchaser or subsequent holder each of
the items listed in this Section 5.01.

                  (a)      Within 90 days after the end of each fiscal year of
Company, a consolidated balance sheet of Company and any subsidiaries as of the
end of such fiscal year and the related consolidated statements of operations,
shareholders' equity and cash flows of Company and any subsidiaries for the
fiscal year then ended, together with an auditor's management letter and
supporting notes thereto, certified without qualification as to scope of audit
by a firm of independent public accountants of recognized national standing
selected by Company and reasonably acceptable to a majority in interest of the
Purchasers or such subsequent holders;

                  (b)      within 30 days after the end of each month in each
fiscal year, consolidating and consolidated balance sheets of Company and any
subsidiaries and the related consolidating and consolidated statements of
operations and cash flows (including comparisons therein to historical results
from the corresponding month in the prior year), unaudited but certified by the
principal financial officer of Company, such balance sheets to be as of the end
of such month and such statements of income to be for such month and for the
period from the beginning of the fiscal year to the end of such month, in each
case subject to normal year-end audit adjustments;

                  (c)      not less than quarterly, a certificate by the
principal financial officer of Company stating the amount of available
borrowings under Company's senior credit facility and either certifying
compliance by Company with its covenants and obligations under such credit
facility or describing in reasonable detail any instances of non-compliance by
Company thereunder;

                  (d)      within 15 days prior to the beginning of each fiscal
year of Company (and with respect to any revision thereof, promptly after such
revision has been prepared), a proposed operating budget for Company (or for
Company and any subsidiaries) including projected monthly income statements,
cash flow statements during such fiscal year and a projected balance sheet as of
the end of such fiscal year, and each monthly financial statement furnished
pursuant to (b) above shall reflect variances from such operating budget, as the
same may from time to time be revised;

                  (e)      promptly upon filing, copies of all registration
statements, prospectuses, periodic reports and other documents filed by Company
with the Securities and Exchange Commission;

                  (f)      (A) promptly upon receipt, all notices or reports
from any lenders regarding compliance deficiencies and (B) prompt notice
concerning material litigation, any other events that may have a material
adverse effect on the business, properties, operations, condition (financial or
otherwise) or prospects of the Company and its subsidiaries, taken as a whole;
and any default or event of default under any credit facility of the Company or
any subsidiary;


                                        8

<PAGE>   12



                  (g)      promptly, but in any event within 10 days upon
entering into any letter of intent or negotiations regarding an acquisition of,
investment in or merger with a third party, such information concerning such
proposed transaction as would be reasonably required for the Purchaser to
evaluate the transaction and the effect thereof upon the Purchaser's investment
in the Company; and

                  (h)      by Wednesday of each week, the weekly sales and cash
collections/disbursements flash report for the preceding week.

The term "subsidiary" as used herein shall mean any corporation or other
business entity a majority of whose outstanding voting stock entitled to vote
for the election of directors is at the time owned by Company and/or one or more
other subsidiaries.


                                       VI.

                                  MISCELLANEOUS

                  SECTION 6.01 Survival of Agreements. All covenants,
agreements, representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby.

                  SECTION 6.02 Brokerage. The Company, on the one hand, and the
Purchasers, on the other hand (severally and not jointly), agree to indemnify
and hold each other harmless against and in respect of any claim for brokerage
or other commissions relative to this Agreement or to the transactions
contemplated hereby, based in any way on agreements, arrangements or
understandings made or claimed to have been made by such party with any third
party.

                  SECTION 6.03 Parties in Interest. All covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors and assigns of the
parties hereto whether so expressed or not.

                  SECTION 6.04 Certain Consents and Waivers. DFW, as holder of
all outstanding shares of the Company's Class A Convertible Preferred Stock,
hereby (i) consents to the issuance of the Shares and (ii) waives its preemptive
rights with respect to the issuance and sale of the Shares. Johnston, as the
holder of a majority of the outstanding Common Stock of the Company, hereby
approves the transactions contemplated by this Agreement for all purposes of the
Shareholders Agreement dated as of November 20, 1997 among Johnston, Clear
Communications Group, Inc. and certain other parties.

                  SECTION 6.05 Notices. All notices, consents and other
communications hereunder (i) shall be in writing, (ii) shall be addressed to the
parties as indicated below, unless notified in writing of a change in address,
and (iii) shall be deemed to have been given either


                                        9

<PAGE>   13



when (w) personally delivered to the recipient, (x) sent to the recipient by a
nationally recognized express courier service (charges prepaid), (y) mailed by
certified or registered mail, return receipt requested and postage prepaid, or
(z) sent by facsimile to the recipient followed by the sending of a copy of such
notice in a manner described above, as follows:

                  (a)    if to the Company, to it at:

                         Clear Holdings, Inc.
                         440 Interstate North Parkway
                         Atlanta, Georgia 30339
                         Attention:  Chief Executive Officer
                         Facsimile No. (770) 763-5635

                  with a copy to:

                         Smith, Gambrell & Russell, LLP
                         Suite 3100, Promenade II
                         1230 Peachtree Street, NE
                         Atlanta, Georgia 30309-3592
                         Attention:  Terry Ferraro Schwartz, Esq.
                         Facsimile No. (404) 815-3509

                  (b)    if to the DFW Capital Partners, to it at:

                         DFW Capital Partners, L.P.
                         300 Frank W. Burr Boulevard
                         Glenpointe Centre East - 5th Fl.
                         Teaneck, New Jersey 07666
                         Attention:  Lisa Roumell
                         Facsimile No. (201) 836-5666

                  with a copy to:

                         Reboul, MacMurray, Hewitt, Maynard & Kristol
                         45 Rockefeller Plaza
                         New York, New York 10111
                         Attention:  John Maynard, Esq.
                         Facsimile No. (212) 841-5725


                                       10

<PAGE>   14



                  (c)    if to Clear Investors, LLC, to it at:

                         c/o Stephen F. Johnston, Sr.
                         550 River Valley Road
                         Atlanta, Georgia 30328

                  (d)    If to any Subsequent Closing Purchaser or if to any
                         subsequent holder of the Shares or the Conversion
                         Shares, to such person at its address appearing on the
                         stock transfer records of the Company.

                  SECTION 6.06 Assignability. Neither this Agreement nor any of
the parties' rights hereunder shall be assignable by any party hereto without
the prior written consent of the other parties hereto.

                  SECTION 6.07 Entire Agreement. This Agreement, its Exhibits
and Schedules, and all other documents executed on the First or Subsequent
Closing Dates in connection herewith, constitute the entire Agreement of the
parties with respect to the subject matter hereof and may not be modified or
amended except in writing.

                  SECTION 6.08 LAW GOVERNING. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.

                  SECTION 6.09 Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


                                       11

<PAGE>   15



                  IN WITNESS WHEREOF, the Company and the Initial Purchasers
have caused this Agreement to be executed as of the day and year first above
written. Subsequent Closing Purchasers shall become parties to this Agreement by
executing and delivering a counterpart of this Agreement with their name and the
number of Subsequent Closing Shares filled in, but this Agreement shall not be
effective as to any such Subsequent Closing Purchaser until the Company has
delivered a counterpart hereof to such Subsequent Closing Purchaser with the
Company's acceptance endorsed hereon.


                                CLEAR HOLDINGS, INC.



                                By: /s/ Michael W. Riley
                                    -----------------------------------
                                Name: Michael W. Riley
                                      ---------------------------------
                                Title: President
                                       --------------------------------


                                /s/ Stephen F. Johnston
                                ---------------------------------------
                                        Stephen F. Johnston, Sr.

                                INITIAL PURCHASERS:

                                DFW CAPITAL PARTNERS, L.P.
                                By Capital Partners - GP, L.P.,
                                       General Partner



                                By: /s/ Lisa Roumell
                                    -----------------------------------
                                        Lisa Roumell
                                        General Partner


                                CLEAR INVESTORS, LLC



                                By: /s/ Stephen F. Johnston
                                    -----------------------------------
                                        Stephen F. Johnston, Sr.
                                        Managing Member


                                       12

<PAGE>   16



<TABLE>
<CAPTION>

Number of
Subsequent Closing             Subsequent Closing             Company
Shares                         Purchasers                     Acceptance
------------------             ------------------             -----------
<S>                            <C>                            <C>


--------------------           ----------------------         ------------------


--------------------           ----------------------         ------------------


--------------------           ----------------------         ------------------


--------------------           ----------------------         ------------------


--------------------           ----------------------         ------------------


--------------------           ----------------------         ------------------

</TABLE>


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