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                                                                Exhibit 10.11(a)

                            STOCK PURCHASE AGREEMENT

      This Agreement dated as of December 31, 1999 is entered into by and among
White Pine Software, Inc., a Delaware corporation (the "Company"), and each
entity which executes a counterpart to this Agreement and is listed on Exhibit A
(each referred to herein as a "Purchaser," and collectively referred to herein
as the "Purchasers").

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

1.    PURCHASE AND SALE OF SHARES.

      1.1 AUTHORIZATION. The Company has duly authorized the sale and issuance,
      pursuant to the terms of this Agreement, of an aggregate of 325,521 shares
      (the "Shares") of its common stock, $0.01 par value per share ("Common
      Stock").

      1.2 PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of
      this Agreement, each purchaser agrees to purchase and the Company agrees
      to sell, that number of Shares indicated opposite the Purchaser's name on
      Exhibit A, at a purchase price equal to $15.36 per share (the "Purchase
      Price").

      1.3 CLOSING. The Closing of the purchase and sale of the Shares
      contemplated by this Agreement (the "Closing") shall take place at the
      offices of Foley, Hoag & Eliot LLP, One Post Office Square, Boston,
      Massachusetts 02109 at 12 noon EST, on December 31, 1999, or at such other
      place and time as mutually agreed by the Company and the Purchasers (the
      "Closing Date"). At the Closing, the Company shall deliver to each
      Purchaser a certificate for the number of Shares for which that Purchaser
      has subscribed against payment of the purchase price therefore. Each
      Purchaser shall remit the purchase price for the Shares being purchased at
      the Closing by wire transfer of same-day funds to an account designated in
      writing by the Company.

      1.4 USE OF PROCEEDS. The Company will use the proceeds from the sale of
      the Shares for working capital and other general corporate purposes.
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2.    CONDITIONS TO CLOSING.

      The obligation of the Purchasers to purchase and pay for the Shares shall
be subject to the accuracy of the representations and warranties made by the
Company herein and to the following conditions (any of which may be waived by a
Purchaser, acting individually, in its sole discretion, as to such Purchaser's
own Shares, but not as to the Shares to be purchased by any other Purchaser):

      2.1 DELIVERIES BY THE COMPANY. The Company shall deliver to the Purchaser
      or its agent:

            (a) a certificate, as of recent date, as to the legal existence and
      corporate good standing of the Company issued by the Secretary of State of
      the State of Delaware;

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

            (c) a copy of the resolutions of the Board of Directors of the
      Company authorizing and approving this Agreement and the issuance of the
      Shares hereby, certified by the Secretary of the Company;

            (d) a copy of the By-laws of the Company, certified by the Secretary
      of the Company as in effect as of the Closing Date;

            (e) an opinion of Foley, Hoag & Eliot LLP, counsel to the Company,
      in substantially the form attached hereto as Exhibit B; and

            (f) an executed lock-up agreement from each officer and director of
      the Company in substantially the form attached hereto as Exhibit C.

3. REPRESENTATIONS OF THE COMPANY. Except as set forth in the applicable section
of the Disclosure Schedule attached hereto, the Company hereby represents and
warrants to each Purchaser as follows as of the date hereof and as of Closing.

      3.1 ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
      organized, validly existing and in good standing under the laws of the
      State of Delaware. The Company is duly qualified or otherwise authorized
      to transact business as a foreign corporation and is in good standing in
      each jurisdiction in which the failure to so qualify would have a material
      adverse effect on the results of operations, business or financial
      condition of the Company and its subsidiaries taken as a whole (a
      "Material Adverse Effect"). Each of the Company's subsidiaries is a
      corporation duly organized, validly existing and in good standing under
      the laws of its jurisdiction of incorporation. Each of the


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<PAGE>

      Company's subsidiaries is duly qualified or otherwise authorized to
      transact business as a foreign corporation and is in good standing in each
      jurisdiction in which the failure to so qualify would have a Material
      Adverse Effect.

      3.2 CAPITALIZATION. The Company is authorized to issue (a) 30,000,000
      shares of Common Stock, and (b) 5,000,000 shares of Preferred Stock, $0.01
      par value per share. As of December 22, 1999, there were issued and
      outstanding [10,702,213] shares of Common Stock; no shares of Preferred
      Stock had been issued or were outstanding; and options, warrants or rights
      to purchase an aggregate of approximately 1,679,016 shares of Common Stock
      had been granted by the Company and were outstanding. The Common Stock and
      the Preferred Stock of the Company have the voting powers, designations,
      preferences, rights and qualifications, and limitations or restrictions
      set forth in the Certificate of Incorporation and amendments thereto. All
      of the issued and outstanding shares of capital stock of the Company have
      been duly authorized and validly issued, are fully paid and nonassessable,
      have been issued in compliance with all federal and state securities laws,
      were not issued in violation of or subject to any preemptive rights or
      other rights to subscribe for or purchase securities, and conform in all
      material respects to the description thereof contained in the Company's
      Registration Statement on Form 8-A and the Company Reports (as hereinafter
      defined). Except as disclosed in the first sentence of this section, the
      Company does not have outstanding any options or warrants to purchase, or
      any preemptive rights or other rights to subscribe for or to purchase, any
      securities or obligations convertible into, or any contracts or
      commitments to issue or sell, shares of its capital stock or any shares of
      capital stock of any subsidiary and there is no commitment, plan or
      arrangement to issue, any securities or obligations convertible into any
      shares of capital stock of the Company or its subsidiaries or any such
      options, rights convertible securities or obligations. The description of
      the Company's capital stock, stock bonus and other stock plans or
      arrangements and the options or other rights granted and exercised
      thereunder, contained in the Company's Registration Statement on Form 8-A
      and the Company Reports accurately and fairly presents the information
      required to be shown with respect to such capital stock, plans,
      arrangements, options and rights (except for issuances and exercises of
      options in the ordinary course of business).

      3.3 AUTHORITY FOR AGREEMENT. The execution, delivery and performance of
      this Agreement by the Company has been duly authorized by all necessary
      corporate action on the part of the Company, and this Agreement has been
      duly executed and delivered by the Company, and this Agreement constitutes
      the valid and binding obligation of the Company, enforceable against the
      Company in accordance with its terms, subject to applicable bankruptcy,
      insolvency, moratorium and similar laws affecting the rights and remedies
      of creditors generally and to general principles of equity.


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<PAGE>

      3.4 ISSUANCE AND SALE OF SHARES. The issuance and sale of the Shares by
      the Company has been duly authorized and the Shares have been duly
      reserved for issuance by all necessary corporate action on the part of the
      Company, and the Shares, when issued and delivered against payment
      therefor, will be validly issued, fully paid and nonassessable. Based in
      part on the representations made by or on behalf of each Purchaser in
      Section 4 of this Agreement, the offer, issuance and sale of the Shares
      pursuant to this Agreement are exempt from registration under the
      Securities Act. The issued shares of capital stock of each of the
      Company's subsidiaries have been duly authorized and validly issued, are
      fully paid and nonassessable and are owned by the Company free and clear
      of any perfected security interest, or any other security interests,
      liens, encumbrances, equities or claims. No preemptive rights or other
      rights to subscribe for or purchase exist with respect to the issuance and
      sale of the Shares by the Company pursuant to this Agreement. No
      stockholder of the Company has any right to request or require the Company
      to register the sale of any shares owned by such stockholder under the
      Securities Act of 1933, as amended (the "Securities Act"), in the
      Registration Statement (as hereinafter defined). No further approval or
      authority of the stockholders or the Board of Directors of the Company
      will be required for the issuance and sale of the Shares to be sold by the
      Company hereunder.

      3.5 NO BREACH. The execution, delivery and performance of this Agreement
      by the Company will not (a) conflict with or violate any provision of the
      Certificate of Incorporation, as amended, or By-laws of the Company, (b)
      require on the part of the Company any filing with, or permit,
      authorization, consent or approval of, any governmental entity, (c) result
      in breach of, constitute a default under, or require any notice, consent
      or waiver under, any contract, agreement or other instrument to which the
      Company is a party or by which it is bound (other than any consent or
      waiver which has already been obtained) or (d) violate any order, writ,
      injunction, decree, statute, rule or regulation applicable to the Company,
      excluding from subparagraphs (a)-(d) such matters as would not in the
      aggregate have a Material Adverse Effect or a material adverse effect upon
      the transactions contemplated hereby. No consent, approval, authorization
      or other order of any court, regulatory body, administrative agency or
      other governmental body is required for the execution, delivery and
      performance of this Agreement or the consummation of the transactions
      contemplated hereby, except for compliance with the Blue Sky laws and
      federal securities laws applicable to the offering of the Shares.

      3.6 SEC REPORTS. The Company has previously furnished to the Purchasers
      complete and accurate copies, as amended or supplemented, of its (a)
      Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998,
      as filed with the SEC, (b) all proxy statements relating to the Company's
      meetings of stockholders held or currently scheduled since December 31,
      1998 and (c) all other publicly available reports filed by the Company
      with the SEC under the


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      Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
      December 31, 1998 and through the date hereof (such reports are
      collectively referred to herein as the "Company Reports"). The Company
      Reports constitute all of the documents required to be filed by the
      Company under Section 13, 14 or 15(d) of the Exchange Act with the SEC
      since January 1, 1999. As of their respective dates, the Company Reports
      did not, and as of the date hereof do not, contain any untrue statement of
      a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading.

      3.7 FINANCIAL STATEMENTS. The audited financial statements and unaudited
      interim financial statements of the Company included in the Company
      Reports (a) comply as to form in all material respects with applicable
      accounting requirements and the published rules and regulations of the SEC
      with respect thereto, (b) have been prepared in accordance with GAAP
      applied on a consistent basis throughout the periods covered thereby
      (except as may be indicated therein or in the notes thereto), (c) fairly
      present the consolidated financial condition, results of operations and
      cash flows of the Company as of the respective dates thereof and for the
      periods referred to therein and (d) are consistent with the books and
      records of the Company.

      3.8 OTHER INFORMATION. The Company has provided to and discussed with the
      Purchaser such information as the Purchaser has requested regarding the
      current operations, financial condition (including the amount of available
      cash) and plans of the Company.

      3.9 MATERIAL ADVERSE CHANGE. Since December 31, 1998, and except as
      disclosed by the Company in the Company Reports or otherwise in writing to
      the Purchasers, (i) there has not been any material adverse change in the
      operations or financial condition of operations of the Company, except
      that the Company continues to incur operating losses, (ii) neither the
      Company nor its subsidiaries have incurred any liabilities or obligations,
      indirect or contingent, of such a nature that would require inclusion on a
      balance sheet under generally accepted accounting principles (nor, to the
      Company's knowledge, any other liabilities or obligations) or entered into
      any verbal or written agreements or other transactions which are not in
      the ordinary course of business or which could reasonably be expected to
      result in a Material Adverse Effect; (iii) neither the Company nor its
      subsidiaries have sustained any material loss or interference with its
      businesses or properties from fire, flood, windstorm, accident or other
      calamity not covered by insurance; (iv) neither the Company nor its
      subsidiaries have paid or declared any dividends or other distributions
      with respect to its capital stock and neither the Company nor its
      subsidiaries is in default in the payment of principal or interest on any
      outstanding debt obligations; and (v) there has not been any change in the
      capital stock of the Company other than the sale of the Shares hereunder
      and shares or options issued pursuant to exercise of outstanding


                                       5
<PAGE>

      warrants or employee and director stock option plans approved by the
      Company's Board of Directors. There is no fact which the Company has not
      disclosed to the Purchasers and their counsel in writing and of which the
      Company is aware which has, had or is reasonably likely to have a Material
      Adverse Effect.

      3.10 ACTIONS AND PROCEEDINGS. There are no actions, suits or claims or
      legal or arbitral proceedings or governmental inquiries or investigations,
      pending, or, to the Company's knowledge, threatened against the Company,
      which question the validity of this Agreement or the right of the Company
      to enter into it, or which might result in a Material Adverse Effect.

      3.11 PROPERTIES. Each of the Company and its subsidiaries has good and
      marketable title to all the properties and assets reflected as owned by
      them in the consolidated financial statements included in the Company's
      Annual Report on Form 10-KS B for the fiscal year ended December 31, 1998,
      subject to no lien, mortgage, pledge, charge or encumbrance of any kind
      except (i) those, if any, reflected in such consolidated financial
      statements, or (ii) those which are not material in amount and do not
      materially and adversely affect the use made and intended to be made of
      such property by the Company or its subsidiaries. Each of the Company and
      its subsidiaries holds its leased properties under valid and binding
      leases, with such exceptions as are not materially significant in relation
      to the business of the Company and its subsidiaries, taken as a whole.
      Each of the Company and its subsidiaries owns or leases all such
      properties as are necessary to its operations as now conducted.

      3.12 INTELLECTUAL PROPERTY. The Company and its subsidiaries own or have
      obtained valid licenses, options or rights to use for the material
      inventions, patent applications, patents, trademarks (both registered and
      unregistered), tradenames, copyrights and trade secrets necessary for the
      conduct of the Company's and its subsidiaries' respective businesses as
      currently conducted and as the Company and its subsidiaries contemplate
      conducting in all material respects (collectively, the "Intellectual
      Property"). Neither the Company nor any of its subsidiaries has received
      notice of any third parties who have any ownership rights to any
      Intellectual Property that is owned by, or has been licensed to, the
      Company or its subsidiaries that would preclude the Company or its
      subsidiaries from conducting their respective businesses as currently
      conducted and as the Company and its subsidiaries contemplate conducting
      in all material respects. To the Company's knowledge, there are currently
      no sales of products that would constitute an infringement by third
      parties of any material Intellectual Property owned, licensed or optioned
      by the Company or its subsidiaries. There is no pending or, to the
      Company's knowledge, threatened action, suit, proceeding or claim by
      others challenging the rights of the Company or its subsidiaries in or to
      any material Intellectual Property owned, licensed or optioned by the
      Company or its subsidiaries. There is no pending or, to the Company's
      knowledge, threatened action, suit, proceeding or claim by others
      challenging the validity or


                                       6
<PAGE>

      scope of any material Intellectual Property owned, licensed or optioned by
      the Company or its subsidiaries. There is no pending or, to the Company's
      knowledge, threatened action, suit, proceeding or claim by others that the
      Company or its subsidiaries infringe or otherwise violate any patent,
      trademark, copyright, trade secret or other proprietary right of others as
      would reasonably be expected to result in a Material Adverse Effect.

      3.13 COMPLIANCE. Neither the Company nor any of its subsidiaries has been
      advised, and has no reason to believe, that it is not conducting its
      business in compliance with all applicable laws, rules and regulations of
      the jurisdictions in which it is conducting business, including, without
      limitation, all applicable local, state and federal environmental laws and
      regulations, except where failure to be so in compliance would not
      individually or in the aggregate have a Material Adverse Effect.

      3.14 TAXES. Each of the Company and its subsidiaries has filed or obtained
      filing extensions with respect to all federal, state, local and foreign
      income and franchise tax returns material to the Company and the
      subsidiaries, taken as a whole, and has paid or accrued all taxes shown as
      due thereon, and neither the Company nor any of its subsidiaries has
      knowledge of a tax deficiency which has been asserted or threatened
      against it which would reasonably be expected to have a Material Adverse
      Effect.

      3.15 TRANSFER TAXES. On the Closing Date, all stock transfers or other
      taxes (other than income taxes) which are required to be paid in
      connection with the sale and transfer of the Shares to be sold to the
      Purchasers hereunder will be, or will have been, fully paid or provided
      for by the Company and all laws imposing such taxes will be or will have
      been fully complied with.

      3.16 INSURANCE. Each of the Company and its subsidiaries maintains
      insurance of the type and in the amount that the Company reasonably
      believes is adequate for its business, including, but not limited to,
      insurance covering all real and personal property owned or leased by the
      Company or its subsidiaries against risks customarily insured against by
      similarly situated companies, all of which insurance is in full force and
      effect.

      3.17 CONTRIBUTIONS. Neither the Company at any time since its
      incorporation nor its subsidiaries at any time since they were acquired or
      formed by the Company have, directly or indirectly, (i) made any unlawful
      contribution to any candidate for public office, failed to disclose fully
      where required by law any contribution in violation of law, or (ii) made
      any payment to any federal or state governmental officer or official, or
      other person charged with similar public or quasi-public duties, other
      than payments required or permitted by the laws of the United States or
      any jurisdiction thereof and in each case except for instances that would
      not have a Material Adverse Effect.


                                       7
<PAGE>

      3.18 YEAR 2000 COMPLIANCE. The Company has reviewed its operations to
      evaluate the extent to which the business or operations of the Company and
      its subsidiaries will be affected by the Year 2000 Problem (as defined
      below). As a result of such review, the Company has no reason to believe,
      and does not believe, that the Year 2000 Problem will have a Material
      Adverse Effect. The "Year 2000 Problem" as used herein means any
      significant risk that the Company's computer hardware or software used in
      the receipt, transmission, processing, manipulation, storage, retrieval,
      retransmissions or other utilization of data or in the operation of
      mechanical or electrical systems of any kind will not, in the case of
      dates or time periods occurring after December 31, 1999, function at least
      as effectively as in the case of dates or time periods occurring prior to
      January 1, 2000.

      3.19 INVESTMENT COMPANY. The Company is not an "investment company" or an
      "affiliated person" of, or "promoter" or "principal underwriter" for an
      investment company, within the meaning of the Investment Company Act of
      1940, as amended.

      3.20 OFFERING MATERIALS. The Company has not distributed and will not
      distribute prior to the Closing Date any offering material in connection
      with the offering and sale of the Shares other than the Company Reports.
      The Company has not nor will it take any action to sell, offer for sale or
      solicit offers to buy any securities of the Company which would reasonably
      be expected to cause the offer or sale of the Shares, as contemplated by
      this Agreement, to be within the provisions of Section 5 of the Securities
      Act.

      3.21 RELATED PARTY TRANSACTIONS. No transaction has occurred between or
      among the Company and its affiliates, officers or directors or any
      affiliate or affiliates of any such officer or director that is required
      to be described in the Company's Reports and other filings under the
      Securities Exchange Act of 1934 (the "Exchange Act") that is not so
      described.

      3.22 BOOKS AND RECORDS. The books, records and accounts of the Company
      accurately and fairly reflect, in reasonable detail, the transactions in,
      and dispositions of, the assets of, and the results of operations of, the
      Company, all to the extent required by generally accepted accounting
      principles. The Company maintains a system of internal accounting controls
      sufficient to provide reasonable assurances 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 accordance 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.


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<PAGE>

4.    REPRESENTATIONS OF THE PURCHASERS.

      Each Purchaser, severally and not jointly, represents and warrants to the
Company as follows:

4.1   INVESTMENT. Purchaser (a) is acquiring the Shares solely for its own
      account for investment purposes and not with a view to, or for sale in
      connection with, any distribution thereof, nor with any present intention
      of distributing or selling the same other than pursuant to an effective
      registration statement under the Securities Act, (b) has no present or
      contemplated agreement, undertaking, arrangement, obligation, indebtedness
      or commitment providing for the disposition thereof and (c) is fully aware
      that in agreeing to sell the Shares and entering into this Agreement, the
      Company is relying upon the truth and accuracy of the representations and
      warranties contained herein. Each Purchaser has made its own investment
      decision without reliance upon any representation, warranty or covenant
      from any other Purchaser.

4.2   AUTHORITY FOR AGREEMENT. Purchaser has full power and authority to
      execute, deliver and perform its obligations under this Agreement in
      accordance with its terms. Purchaser represents that it has not been
      organized, reorganized or recapitalized specifically for the purpose of
      investing in the Company. This Agreement has been duly executed and
      delivered by Purchaser and constitutes a valid and binding obligation of
      Purchaser, enforceable against such Purchaser in accordance with its
      terms.

4.3   INFORMATION. Purchaser or its attorney-in-fact (a) has reviewed the
      representations of the Company contained in this Agreement and the Company
      Reports and (b) has had the opportunity to make inquiry concerning the
      Company and its business and personnel. The officers of the Company have
      made available to each such person any and all written information that it
      has requested and have answered to each such person's satisfaction all
      inquiries made.

4.4   ACCREDITED INVESTOR. Purchaser is an "Accredited Investor" as that term is
      defined in Rule 501 of Regulation D promulgated under the Securities Act.
      Purchaser, either alone or with its purchaser representative or
      attorney-in-fact, has sufficient knowledge and experience in investing in
      companies similar to the Company so as to be able to evaluate the risks
      and merits of its investment in the Company and is able financially to
      bear the risks thereof, including a complete loss of its entire
      investment.

4.5   TRANSFER OF SHARES. Purchaser will not, directly or indirectly, offer,
      sell, pledge, transfer or otherwise dispose of (or solicit any offers to
      buy, purchase or otherwise acquire or take a pledge of) any of the Shares
      except in compliance with the Securities Act, the rules and regulations
      promulgated thereunder, and applicable state securities laws.


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<PAGE>

4.6   PURCHASER REPRESENTATIVES. In the event that any signatory hereto is
      signing as attorney-in-fact for one or more advisory client Purchaser(s),
      as indicated by checking the box above the signature for the Purchaser at
      the end hereof, the undersigned signatory represents and warrants that the
      undersigned has been duly appointed as attorney-in-fact of such
      Purchaser(s), that the undersigned has sufficient discretionary authority
      to enter into this Agreement on behalf of such Purchaser(s), and that each
      of the representations and warranties contained in this Section 4 are true
      and correct with respect to each of such Purchaser(s). Except as
      specifically disclosed in writing prior to the date hereof to the Company,
      the Purchaser is not an affiliate of the Company, a broker-dealer or
      affiliated with a broker-dealer.

5.    COVENANTS. The Company and the Purchasers agree as follows:

      5.1 INFORMATION TO BE FURNISHED. The Company shall deliver to the
      Purchaser with reasonable promptness, such material notices, information
      and data with respect to the Company as the Company files with the SEC and
      delivers to all holders of its Common Stock.

      5.2 REGISTRATION OF SHARES. The Company will, at its expense, within 20
      business days after the Closing Date file with the SEC a registration
      statement on Form S-3, or if Form S-3 is unavailable to the Company, on
      Form 5-1, to register, under the Securities Act, the resale of the Shares
      by the holders thereof (the "Registration Statement"), and will use its
      reasonable best efforts to cause such Registration Statement to become
      effective as promptly as possible (including by filing when and as
      appropriate amendments and supplements thereto and to the related
      prospectus, and by making all required "Blue Sky" filings, if any) and to
      remain effective continuously until the earlier of (a) two years from the
      Closing Date, (b) such time as all of the Shares held by Purchaser may be
      sold pursuant to Rule 144 promulgated under the Securities Act on a single
      day without regard to volume limitations or (c) such time as all Shares
      have been sold. After the Registration Statement is declared effective
      under the Securities Act, the Company will furnish holders of Shares (and
      to each underwriter, if any, of the Shares) with such number of copies of
      the prospectus included in the Registration Statement as the holders may
      reasonably request to facilitate the resale of the Shares. Each Purchaser
      will cooperate in promptly providing all information or certificates
      required from it in order to be included as a selling stockholder on such
      Registration Statement. In the event that the Company shall fail to cause
      the Registration Statement to be declared effective within 90 days after
      the Closing Date, the Company shall pay to each holder of Shares, as
      compensation therefor, a cash payment equal to 1% of the product obtained
      by multiplying the Purchase Price and the number of Shares held by such
      holder. In addition, if the Registration Statement is not declared
      effective within 180 days after the Closing Date, the Company shall pay to
      each holder of Shares


                                       10
<PAGE>

      an additional cash payment equal to 2% of the product obtained by
      multiplying the Purchase Price and the number of Shares held by such
      holder for each 30 day-period or part thereof that effectiveness of the
      Registration Statement is delayed beyond 180 days after the Closing Date.
      After the Closing Date, the Company shall not file or maintain any
      registration statement with the Securities and Exchange Commission under
      the Securities Act prior to the time it files the Registration Statement.
      The Company, upon reasonable request of a Purchaser, will meet with such
      Purchaser or a representative thereof at the Company's headquarters to
      discuss information relevant for disclosure in the Registration Statement
      covering the Shares, subject to appropriate confidentiality limitations as
      the Company may require.

      5.3   PURCHASER SALES PROCEDURES.

            (a) Each Purchaser agrees that such Purchaser will not effect any
      disposition of the Shares that would constitute a sale within the meaning
      of the Securities Act, except as contemplated in the Registration
      Statement, and that the Purchaser will promptly notify the Company of any
      changes in the information set forth in the Registration Statement
      regarding the Purchaser or such Purchaser's plan of distribution set forth
      in such Registration Statement.

            (b) For so long as the prospectus delivery requirement under the
      Securities Act is in effect, the Purchaser shall not make any sale of the
      Shares without complying with such requirement.

            (c) Notwithstanding the provisions of Section 5.2, each Purchaser
      acknowledges that there may occasionally be times when the Company must
      suspend the use of the prospectus forming a part of the Registration
      Statement if there then exists material, non-public information regarding
      the Company, of such a nature that the public disclosure of which would
      not, in the reasonable opinion of the Company, be appropriate at that
      time; provided, however, that the Company shall not suspend the use of the
      prospectus for a period or periods that, in the aggregate, exceed 90 days
      in any twelve-month period. The Purchaser hereby covenants that, prior to
      selling any Shares pursuant to the Registration Statement, the Purchaser
      shall notify the Company in writing of its intent to sell Shares. The
      Company shall have the two business days immediately following the date of
      delivery of such notice during which to notify the Purchaser of a
      suspension of the prospectus forming a part of the Registration Statement.
      During this two-day period, the Purchaser will not sell any Shares. If the
      Company notifies the Purchaser that use of the prospectus has been
      suspended, the Purchaser will not sell any Shares pursuant to said
      prospectus until such time that the Company gives the Purchaser notice
      (all such notices shall be given by the Company as promptly as practicable
      following the suspension notice) that the Purchaser may thereafter effect
      sales pursuant to said prospectus, from which time the Purchaser may sell
      shares for a period of ten business days without complying


                                       11
<PAGE>

      with the pre-sale notification requirements set forth above. The Purchaser
      further covenants to promptly notify the Company following the sale of all
      of the Purchaser's Shares.

      5.4 LISTING OF SHARES. The Company will, within twenty business days after
      the Closing Date, file with The Nasdaq Stock Market, Inc. a Notification
      of Listing of Additional Shares (together with the required listing fee),
      thereby listing the Shares on the NASDAQ National Market.

      5.5 MARKET STAND-OFF. If requested by the managing underwriters in an
      underwritten offering composed primarily of newly issued shares of Common
      Stock, the Purchasers, or any assignees thereof, will not sell any of the
      Shares for up to 90 days (as requested by such underwriters) following
      such public.

6.    INDEMNIFICATION AND CONTRIBUTION.

      6.1 INDEMNIFICATION BY THE COMPANY. The Company will indemnify and hold
      harmless each Purchaser, and each other person, if any, who controls or is
      an affiliate of such Purchaser within the meaning of the Securities Act or
      the Exchange Act, against any losses, claims, damages or liabilities,
      joint or several, to which such Purchaser, controlling person or affiliate
      may become subject under the Securities Act, the Exchange Act, state
      securities or Blue Sky laws or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based upon any untrue statement or alleged untrue statement of any
      material fact contained in the Registration Statement under which the
      Shares were registered under the Securities Act, any preliminary
      prospectus or final prospectus contained in the Registration Statement, or
      any amendment or supplement to such Registration Statement, or arise out
      of or are based upon the omission or alleged omission to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading; and the Company will reimburse such Purchaser and
      each such controlling person and affiliate for any legal or any other
      expenses reasonably incurred by such Purchaser, controlling person or
      affiliate in connection with investigating or defending any such loss,
      claim, damage, liability or action; provided, however, that the Company
      will not be liable in any such case to the extent that any such loss,
      claim, damage or liability arises out of or is based upon any untrue
      statement or omission made in such Registration Statement, preliminary
      prospectus or final prospectus, or any such amendment or supplement, in
      reliance upon and in conformity with information furnished to the Company,
      in writing, by or on behalf of such Purchaser, controlling person or
      affiliate specifically for use in the preparation thereof.

      6.2 INDEMNIFICATION BY THE PURCHASERS. Each Purchaser, severally and not
      jointly, will indemnify and hold harmless the Company, each of its
      directors and officers and each person, if any, who controls the Company


                                       12
<PAGE>

      within the meaning of the Securities Act or the Exchange Act, against any
      losses, claims, damages or liabilities, joint or several, to which the
      Company, such directors and officers or controlling person may become
      subject under the Securities Act, Exchange Act, state securities or Blue
      Sky laws or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any untrue statement or alleged untrue statement of a material fact
      contained in any Registration Statement under which the Shares were
      registered under the Securities Act, any preliminary prospectus or final
      prospectus contained in the Registration Statement, or any amendment or
      supplement to the Registration Statement, or arise out of or are based
      upon any omission or alleged omission to state a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading, but only to the extent the statement or omission was made in
      reliance upon and in conformity with information relating to such
      Purchaser furnished in writing to the Company by or on behalf of such
      Purchaser specifically for use in connection with the preparation of such
      Registration Statement, prospectus, amendment or supplement; provided,
      however, that the obligations of each Purchaser hereunder shall be limited
      to an amount equal to the net proceeds to such Purchaser of Shares sold in
      connection with such registration.

      6.3 INDEMNIFICATION PROCEDURES. Each party entitled to indemnification
      under this Section 6 (the "Indemnified Party") shall give notice to the
      party required to provide indemnification (the "Indemnifying Party")
      promptly after such Indemnified Party has actual knowledge of any claim as
      to which indemnity may be sought, and shall permit the Indemnifying Party
      to assume the defense of any such claim or any litigation resulting
      therefrom; provided, that counsel for the Indemnifying Party, who shall
      conduct the defense of such claim or litigation, shall be approved by the
      Indemnified Party (whose approval shall not be unreasonably withheld);
      and, provided further, that the failure of any Indemnified Party to give
      notice as provided herein shall not relieve the Indemnifying Party of its
      obligations under this Section 6, unless and except to the extent that the
      Indemnifying Party is prejudiced by the failure of the Indemnified Party
      to provide timely notice. The Indemnified Party may participate in such
      defense at such party's expense; provided, however, that the Indemnifying
      Party shall pay such expense if representation of such Indemnified Party
      by the counsel retained by the Indemnifying Party would be inappropriate
      in the judgment of the Indemnified Party due to actual or potential
      differing interests between the Indemnified Party and any other party
      represented by such counsel in such proceeding. No Indemnifying Party, in
      the defense of any such claim or litigation shall, except with the consent
      of each Indemnified Party, consent to entry of any judgment or enter into
      any settlement which does not include as an unconditional term thereof the
      giving by the claimant or plaintiff to such Indemnified Party of a release
      from all liability in respect of such claim or litigation, and no
      Indemnified Party shall consent to entry of any judgment or


                                       13
<PAGE>

      settle such claim or litigation without the prior written consent of the
      Indemnifying Party.

      6.4 CONTRIBUTION. In order to provide for just and equitable contribution
      to joint liability under the Securities Act in any case in which either
      (a) any Purchaser, or any controlling person of any such Purchaser, makes
      a claim for indemnification pursuant to this Section 6 but it is
      judicially determined (by the entry of a final judgment or decree by a
      court of competent jurisdiction and the expiration of time to appeal or
      the denial of the last right of appeal) that such indemnification may not
      be enforced in such case notwithstanding the fact that this Section 6
      provides for indemnification in such case, or (b) contribution under the
      Securities Act may be required on the part of any such Purchaser or any
      such controlling person in circumstances for which indemnification is
      provided under this Section 6; then, in each such case, the Company and
      such Purchaser will contribute to the aggregate losses, claims, damages or
      liabilities to which they may be subject (after contribution from others)
      in such proportions so that such Purchaser is responsible for the portion
      represented by the percentage that the public offering price of its Shares
      offered by the Registration Statement bears to the public offering price
      of all securities offered by such Registration Statement, and the Company
      is responsible for the remaining portion; provided, however, that, in any
      such case, (x) no such Purchaser will be required to contribute any amount
      in excess of the net proceeds to it of all Shares sold by it pursuant to
      such Registration Statement and (y) no person or entity guilty of
      fraudulent misrepresentation, within the meaning of Section 11(f) of the
      Securities Act, shall be entitled to contribution from any person or
      entity who is not guilty of such fraudulent misrepresentation.

7.    RIGHT OF FIRST REFUSAL.

      7.1 LIMITATION ON FUTURE ISSUANCES. For a period of one year from the date
      hereof, the Company shall not issue, sell or exchange, or agree to issue,
      sell or exchange (a) any shares of its Common Stock or (b) any option,
      warrant or other right that is exercisable for, or convertible into,
      shares of its Common Stock (collectively, "Offered Securities"), unless in
      each such case the Company shall have first complied with this Section 7.

      7.2   PROCEDURE.

            (a) The Company shall deliver to each Purchaser a written notice of
      any proposed or intended issuance, sale or exchange of Offered Securities
      (the "Offer"), which Offer shall (i) identify and describe the Offered
      Securities, (ii) describe the price and other terms upon which they are to
      be issued, sold or exchanged, and the number or amount of the Offered
      Securities to be issued, sold or exchanged and (iii) offer to issue and
      sell to or exchange with such Purchaser that number of the Offered
      Securities which represents the same percentage of the


                                       14
<PAGE>

      total Offered Securities as the number of Shares held by such Purchaser
      represents of the total number of shares of Common Stock outstanding (the
      "Basic Amount"). Each Purchaser shall have the right, for a period of 10
      business days following delivery of the Offer, to accept the Offer in the
      manner set forth below. The Offer by its term shall remain open and
      irrevocable for such 10-business day period. To accept an Offer, in whole
      or in part, a Purchaser must deliver a written notice to the Company prior
      to the end of the 10-business day period of the Offer, setting forth the
      portion of such Purchaser's Basic Amount that such Purchaser elects to
      purchase (the "Notice of Acceptance").

            (b) The Company shall have 60 days from the expiration of the
      10-business day period set forth above to issue, sell or exchange all or
      any part of such Offered Securities as to which a Notice of Acceptance has
      not been given by the Investors, but only upon terms and conditions which
      are not more favorable, in the aggregate, to the acquiring person or
      persons or less favorable to the Company than those set forth in the
      Offer.

            (c) Any Offered Securities not acquired by the Purchasers or other
      persons in accordance with Section 7.2 may not be issued, sold or
      exchanged until they are again offered to the Purchasers under the
      procedures specified in this Section 7.

      7.3 EXCLUDED ISSUANCES. The rights of the Purchasers under this Section 7
      shall not apply to:

            (a) Common Stock issued as a stock dividend to holders of Common
      Stock or upon any subdivision or combination of shares of Common Stock;

            (b) the issuance of shares of Common Stock, or options exercisable
      therefor, to employees, consultants, directors, equipment lessors or banks
      (in commercial bank financing arrangements) or similar institutional
      credit financing sources;

            (c) securities issued solely in consideration for the acquisition
      (whether by merger or otherwise) by the Company or any of its subsidiaries
      of stock or assets of any other entity, or in connection with a licensing
      or strategic partnering transaction approved by the Board of Directors of
      the Company (and the stockholders, if required under applicable law or
      regulation); or

            (d) shares of Common Stock sold by the Company in an underwritten
      public offering pursuant to an effective registration statement under the
      Securities Act.


                                       15
<PAGE>

8.    MISCELLANEOUS.

      8.1 ASSIGNABILITY. This Agreement, and the rights and obligations of the
      Purchaser hereunder, may not be assigned in whole or in part by Purchaser
      to any person or entity other than to an affiliate of such Purchaser or
      its ultimate parent entity.

      8.2 CONFIDENTIALITY. Purchaser agrees that it will keep confidential and
      will not disclose or divulge any confidential, proprietary or secret
      information which Purchaser may obtain from the Company pursuant to this
      Agreement, unless such information is known, or until such information
      becomes known, to the public; provided, however, that Purchaser may
      disclose such information (a) to its attorneys, accountants, consultants
      and other professionals to the extent necessary to obtain their services
      in connection with its investment in the Company, (b) to any prospective
      purchaser of any Shares from a Purchaser as long as such prospective
      purchaser agrees in writing to be bound by the provisions of this Section
      or (c) to any affiliate of a Purchaser; subject, in each case, to the
      agreement of such party to keep such information confidential as set forth
      herein.

      8.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All agreements,
      representations and warranties contained herein shall survive the
      execution and delivery of this Agreement and the closing of the
      transactions contemplated hereby.

      8.4 NOTICES. All notices, requests, consents and other communications
      under this Agreement shall be in writing and shall be delivered by hand,
      sent via a reputable nationwide overnight courier service, transmitted via
      facsimile with hard copy via U.S. mail, or mailed by first class certified
      or registered mail, return receipt requested, postage prepaid:

            If to the Company, at White Pine Software, Inc., 542 Amherst Street,
            Nashua, New Hampshire 03063, Attention: Chief Executive Officer, or
            at such other address as may have been furnished in writing by the
            Company to the Purchaser, with a copy to: Mark L. Johnson, Esq.,
            Foley, Hoag & Eliot LLP, One Post Office Square, Boston,
            Massachusetts 02109; or

            If to any Purchaser, at its address as indicated on Exhibit A below,
            or at such other address or addresses as may have been furnished in
            writing by the Purchaser to the Company.


                                       16
<PAGE>

      Notices provided in accordance with this Section 8.4 shall be deemed
      delivered upon personal delivery, one business day after being sent via a
      reputable nationwide overnight courier service for next business day
      delivery, or two business days after deposit in the mail and on the next
      business day following transmittal via facsimile.

      8.5 EXPENSES. The Company and each Purchaser each agree to indemnify and
      save the other harmless from and against any and all claims, liabilities
      or obligations with respect to brokerage or finders' fees or commissions
      in connection with the transactions contemplated by this Agreement
      asserted by any person on the basis of any agreement, statement or
      representation alleged to have been made by such indemnifying party. The
      Company shall pay its own expenses including attorneys' fees.

      8.6 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
      understanding between the parties hereto with respect to the subject
      matter hereof and supersedes all prior agreements and understandings
      relating to such subject matter.

      8.7 AMENDMENT AND WAIVER. Except as otherwise expressly set forth in this
      Agreement, any term of this Agreement may be amended and the observance of
      any term of this Agreement may be waived (either generally or in a
      particular instance and either retroactively or prospectively), with the
      written consent of the Company and of Purchasers holding in the aggregate
      not less than two-thirds (67%) of all the Shares then outstanding and held
      by the Purchasers. Any amendment or waiver effected in accordance with
      this Section 6.7 shall be binding upon each holder of any Shares. No
      waivers of or exceptions to any term, condition or provision of this
      Agreement, in any one or more instances, shall be deemed to be, or
      construed as, a further or continuing waiver of any such term, condition
      or provision.

      8.8 COUNTERPARTS. This Agreement may be executed in one or more
      counterparts, each of which shall be deemed to be an original, but all of
      which shall be one and the same document.

      8.9 SEPARATE AGREEMENT WITH EACH PURCHASER. While this Agreement is being
      executed in multiple counterparts with multiple Purchasers, the
      transaction with each Purchaser shall be considered a separate transaction
      and none of the rights or obligations of any Purchaser shall be the in any
      way affected by actions of any other Purchasers except to the extent that
      Purchasers are required by the terms hereof to act as a group.

      8.10 HEADINGS. The section headings are for the convenience of the parties
      and in no way alter, modify, amend, limit or restrict the contractual
      obligations of the parties.


                                       17
<PAGE>

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

      8.12 GOVERNING LAW. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Delaware, without reference to
      the choice of law provisions thereof.

                                  *     *     *


                                       18
<PAGE>

Executed as of the date first written above.


                                            WHITE PINE SOFTWARE, INC.

                                            By: /s/ Killko A. Caballero
                                                ------------------------------
                                                Killko A. Caballero
                                                Chief Executive Officer


PURCHASER:

Shares Purchased            Dollars Invested
----------------            ----------------

325,521                     $5,000,002.56


/s/ Steve Hawkins
---------------------------
(Purchaser's name here)
Altamira Management Ltd. as Agent for the Accounts listed in Exhibit A
Steve Hawkins, Supervisor Compliance

/ / Check this box to the undersigned is acting as attorney-in-fact for certain
advisory client Purchasers with respect to which it has discretionary authority.

                                             By:________________________________

                                             Name:______________________________

                                             Title:_____________________________

                                             Date:______________________________

                                             Address for delivery of shares:

                                             ___________________________________

                                             ___________________________________

Contact Information
Steve Hawkins
ph (416) 507-7108 fx (416) 507-7111
e-mail: shawkins@altamira.com


                                       19
<PAGE>

                                    EXHIBIT A

<TABLE>
<CAPTION>
ALTAMIRA MANAGEMENT LTD.   SHARE
------------------------   -----
        ACCOUNT#          QUANTITY    NET AMOUNT     REGISTRATION INSTRUCTION            DELIVERY INSTRUCTIONS
        --------          --------    ----------     ------------------------            ---------------------
<S>    <C>                <C>       <C>            <C>                              <C>
           31             162,760   $2,499,993.60  JAYVEE & CO A/C YARF 1209002     CIBC MELLON GLOBAL SECURITIES
                                                   CIBC MELLON GLOBAL SECURITES     COMMERCE COURT WEST,
                                                   320 BAY STREET, P0 BOX 1         SECURITIES LEVEL
                                                   TORONTO ONT. M5H 4A6             TORONTO, ONT M5G 1A2
                                                   ATTN: MICHAEL PAVKOVIC

          360              99,886   $1,534,248.96  JAYVEE & CO A/C YARF 1203002     CIBC MELLON GLOBAL SECURITIES
                                                   CIBC MELLON GLOBAL SECURITES     COMMERCE COURT WEST,
                                                   320 BAY STREET, P0 BOX 1         SECURITIES LEVEL
                                                   TORONTO ONT. M5H 4A6             TORONTO, ONT M5G 1A2
                                                   ATTN: MICHAEL PAVKOVIC

          408              62,875     $965,760.00  ROYAL TRUST CORP. OF CANADA IN   ROYAL TRUST CORP OF CANADA
                                                   TRUST FOR ACCOUNT 27396004       ROYAL BANK PLAZA, 200 BAY ST.
                                                   ROYAL BANK PLAZA 200             SOUTH TOWER, SUB LEVEL
                                                   BAY STREET TORONTO               TORONTO, ONT. M5J 2J5
                                                   ONT M5J 2J5 ATTN: NALINI
                                                   SAHADEO

       TOTALS             325,521   $5,000,002.56
</TABLE>

<PAGE>

                                                                Exhibit 10.11(b)

                            STOCK PURCHASE AGREEMENT

      This Agreement dated as of December 31, 1999 is entered into by and among
White Pine Software, Inc., a Delaware corporation (the "Company"), and each
entity which executes a counterpart to this Agreement and is listed on Exhibit A
(each referred to herein as a "Purchaser," and collectively referred to herein
as the "Purchasers").

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

1.    PURCHASE AND SALE OF SHARES.

      1.1 AUTHORIZATION. The Company has duly authorized the sale and issuance,
      pursuant to the terms of this Agreement, of an aggregate of 325,521 shares
      (the "Shares") of its common stock, $0.01 par value per share ("Common
      Stock").

      1.2 PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of
      this Agreement, each Purchaser agrees to purchase and the Company agrees
      to sell, that number of Shares indicated opposite the Purchaser's name on
      Exhibit A, at a purchase price equal to $15.36 per share (the "Purchase
      Price").

      1.3 CLOSING. The Closing of the purchase and sale of the Shares
      contemplated by this Agreement (the "Closing") shall take place at the
      offices of Foley, Hoag & Eliot LLP, One Post Office Square, Boston,
      Massachusetts 02109 at 12 noon EST, on December 31, 1999, or at such other
      place and time as mutually agreed by the Company and the Purchasers (the
      "Closing Date"). At the Closing, the Company shall deliver to each
      Purchaser a certificate for the number of Shares for which that Purchaser
      has subscribed against payment of the purchase price therefore. Each
      Purchaser shall remit the purchase price for the Shares being purchased at
      the Closing by wire transfer of same-day funds to an account designated in
      writing by the Company.

      1.4 USE OF PROCEEDS. The Company will use the proceeds from the sale of
      the Shares for working capital and other general corporate purposes.
<PAGE>

2.    CONDITIONS TO CLOSING.

      The obligation of the Purchasers to purchase and pay for the Shares shall
be subject to the accuracy of the representations and warranties made by the
Company herein and to the following conditions (any of which may be waived by a
Purchaser, acting individually, in its sole discretion, as to such Purchaser's
own Shares, but not as to the Shares to be purchased by any other Purchaser):

      2.1 DELIVERIES BY THE COMPANY. The Company shall deliver to the Purchaser
      or its agent:

            (a) a certificate, as of recent date, as to the legal existence and
      corporate good standing of the Company issued by the Secretary of State of
      the State of Delaware;

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

            (c) a copy of the resolutions of the Board of Directors of the
      Company authorizing and approving this Agreement and the issuance of the
      Shares hereby, certified by the Secretary of the Company;

            (d) a copy of the By-laws of the Company, certified by the Secretary
      of the Company as in effect as of the Closing Date;

            (e) an opinion of Foley, Hoag & Eliot LLP, counsel to the Company,
      in substantially the form attached hereto as Exhibit B; and

            (f) an executed lock-up agreement from each officer and director of
      the Company in substantially the form attached hereto as Exhibit C.

3. REPRESENTATIONS OF THE COMPANY. Except as set forth in the applicable section
of the Disclosure Schedule attached hereto, the Company hereby represents and
warrants to each Purchaser as follows as of the date hereof and as of Closing.

      3.1 ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
      organized, validly existing and in good standing under the laws of the
      State of Delaware. The Company is duly qualified or otherwise authorized
      to transact business as a foreign corporation and is in good standing in
      each jurisdiction in which the failure to so qualify would have a material
      adverse effect on the results of operations, business or financial
      condition of the Company and its subsidiaries taken as a whole (a
      "Material Adverse Effect"). Each of the Company's subsidiaries is a
      corporation duly organized, validly existing an din good standing under
      the laws of its jurisdiction of incorporation. Each of the


                                       2
<PAGE>

      Company's subsidiaries is duly qualified or otherwise authorized to
      transact business as a foreign corporation and is in good standing in each
      jurisdiction in which the failure to so qualify would have a Material
      Adverse Effect.

      3.2 CAPITALIZATION. The Company is authorized to issue (a) 30,000,000
      shares of Common Stock, and (b) 5,000,000 shares of Preferred Stock, $0.01
      par value per share. As of December 22, 1999, there were issued and
      outstanding [10,702,213] shares of Common Stock; no shares of Preferred
      Stock had been issued or were outstanding; and options, warrants or rights
      to purchase an aggregate of approximately 1,679,016 shares of Common Stock
      had been granted by the Company and were outstanding. The Common Stock and
      the Preferred Stock of the Company have the voting powers, designations,
      preferences, rights and qualifications, and limitations or restrictions
      set forth in the Certificate of Incorporation and amendments thereto. All
      of the issued and outstanding shares of capital stock of the Company have
      been duly authorized and validly issued, are fully paid and nonassessable,
      have been issued in compliance with all federal and state securities laws,
      were not issued in violation of or subject to any preemptive rights or
      other rights to subscribe for or purchase securities, and conform in all
      material respects to the description thereof contained in the Company's
      Registration Statement on Form 8-A and the Company Reports (as hereinafter
      defined). Except as disclosed in the first sentence of this section, the
      Company does not have outstanding any options or warrants to purchase, or
      any preemptive rights or other rights to subscribe for or to purchase, any
      securities or obligations convertible into, or any contracts or
      commitments to issue or sell, shares of its capital stock or any shares of
      capital stock of any subsidiary and there is no commitment, plan or
      arrangement to issue, any securities or obligations convertible into any
      shares of capital stock of the Company or its subsidiaries or any such
      options, rights convertible securities or obligations. The description of
      the Company's capital stock, stock bonus and other stock plans or
      arrangements and the options or other rights granted and exercised
      thereunder, contained in the Company's Registration Statement on Form 8-A
      and the Company Reports accurately and fairly presents the information
      required to be shown with respect to such capital stock, plans,
      arrangements, options and rights (except for issuances and exercises of
      options in the ordinary course of business).

      3.3 AUTHORITY FOR AGREEMENT. The execution, delivery and performance of
      this Agreement by the Company has been duly authorized by all necessary
      corporate action on the part of the Company, and this Agreement has been
      duly executed and delivered by the Company, and this Agreement constitutes
      the valid and binding obligation of the Company, enforceable against the
      Company in accordance with its terms, subject to applicable bankruptcy,
      insolvency, moratorium and similar laws affecting the rights and remedies
      of creditors generally and to general principles of equity.


                                       3
<PAGE>

      3.4 ISSUANCE AND SALE OF SHARES. The issuance and sale of the Shares by
      the Company has been duly authorized and the Shares have been duly
      reserved for issuance by all necessary corporate action on the part of the
      Company, and the Shares, when issued and delivered against payment
      therefor, will be validly issued, fully paid and nonassessable. Based in
      part on the representations made by or on behalf of each Purchaser in
      Section 4 of this Agreement, the offer, issuance and sale of the Shares
      pursuant to this Agreement are exempt from registration under the
      Securities Act. The issued shares of capital stock of each of the
      Company's subsidiaries have been duly authorized and validly issued, are
      fully paid and nonassessable and are owned by the Company free and clear
      of any perfected security interest, or any other security interests,
      liens, encumbrances, equities or claims. No preemptive rights or other
      rights to subscribe for or purchase exist with respect to the issuance and
      sale of the Shares by the Company pursuant to this Agreement. No
      stockholder of the Company has any right to request or require the Company
      to register the sale of any shares owned by such stockholder under the
      Securities Act of 1933, as amended (the "Securities Act"), in the
      Registration Statement (as hereinafter defined). No further approval or
      authority of the stockholders or the Board of Directors of the Company
      will be required for the issuance and sale of the Shares to be sold by the
      Company hereunder.

      3.5 NO BREACH. The execution, delivery and performance of this Agreement
      by the Company will not (a) conflict with or violate any provision of the
      Certificate of Incorporation, as amended, or By-laws of the Company, (b)
      require on the part of the Company any filing with, or permit,
      authorization, consent or approval of, any governmental entity, (c) result
      in breach of, constitute a default under, or require any notice, consent
      or waiver under, any contract, agreement or other instrument to which the
      Company is a party or by which it is bound (other than any consent or
      waiver which has already been obtained) or (d) violate any order, writ,
      injunction, decree, statute, rule or regulation applicable to the Company,
      excluding from subparagraphs (a)-(d) such matters as would not in the
      aggregate have a Material Adverse Effect or a material adverse effect upon
      the transactions contemplated hereby. No consent, approval, authorization
      or other order of any court, regulatory body, administrative agency or
      other governmental body is required for the execution, delivery and
      performance of this Agreement or the consummation of the transactions
      contemplated hereby, except for compliance with the Blue Sky laws and
      federal securities laws applicable to the offering of the Shares.

      3.6 SEC REPORTS. The Company has previously furnished to the Purchasers
      complete and accurate copies, as amended or supplemented, of its (a)
      Annual Report on Form 10-KSB for the fiscal year ended December 31,1998,
      as filed with the SEC, (b) all proxy statements relating to the Company's
      meetings of stockholders held or currently scheduled since December 31,
      1998 and (c) all other publicly available reports filed by the Company
      with the SEC under the


                                       4
<PAGE>

      Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
      December 31, 1998 and through the date hereof (such reports are
      collectively referred to herein as the "Company Reports"). The Company
      Reports constitute all of the documents required to be filed by the
      Company under Section 13, 14 or 15(d) of the Exchange Act with the SEC
      since January 1, 1999. As of their respective dates, the Company Reports
      did not, and as of the date hereof do not, contain any untrue statement of
      a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading.

      3.7 FINANCIAL STATEMENTS. The audited financial statements and unaudited
      interim financial statements of the Company included in the Company
      Reports (a) comply as to form in all material respects with applicable
      accounting requirements and the published rules and regulations of the SEC
      with respect thereto, (b) have been prepared in accordance with GAAP
      applied on a consistent basis throughout the periods covered thereby
      (except as may be indicated therein or in the notes thereto), (c) fairly
      present the consolidated financial condition, results of operations and
      cash flows of the Company as of the respective dates thereof and for the
      periods referred to therein and (d) are consistent with the books and
      records of the Company.

      3.8 OTHER INFORMATION. The Company has provided to and discussed with the
      Purchaser such information as the Purchaser has requested regarding the
      current operations, financial condition (including the amount of available
      cash) and plans of the Company.

      3.9 MATERIAL ADVERSE CHANGE. Since December 31, 1998, and except as
      disclosed by the Company in the Company Reports or otherwise in writing to
      the Purchasers, (i) there has not been any material adverse change in the
      operations or financial condition of operations of the Company, except
      that the Company continues to incur operating losses, (ii) neither the
      Company nor its subsidiaries have incurred any liabilities or obligations,
      indirect or contingent, of such a nature that would require inclusion on a
      balance sheet under generally accepted accounting principles (nor, to the
      Company's knowledge, any other liabilities or obligations) or entered into
      any verbal or written agreements or other transactions which are not in
      the ordinary course of business or which could reasonably be expected to
      result in a Material Adverse Effect; (iii) neither the Company nor its
      subsidiaries have sustained any material loss or interference with its
      businesses or properties from fire, flood, windstorm, accident or other
      calamity not covered by insurance; (iv) neither the Company nor its
      subsidiaries have paid or declared any dividends or other distributions
      with respect to its capital stock and neither the Company nor its
      subsidiaries is in default in the payment of principal or interest on any
      outstanding debt obligations; and (v) there has not been any change in the
      capital stock of the Company other than the sale of the Shares hereunder
      and shares or options issued pursuant to exercise of outstanding


                                       5
<PAGE>

      warrants or employee and director stock option plans approved by the
      Company's Board of Directors. There is no fact which the Company has not
      disclosed to the Purchasers and their counsel in writing and of which the
      Company is aware which has, had or is reasonably likely to have a Material
      Adverse Effect.

      3.10 ACTIONS AND PROCEEDINGS. There are no actions, suits or claims or
      legal or arbitral proceedings or governmental inquiries or investigations,
      pending, or, to the Company's knowledge, threatened against the Company,
      which question the validity of this Agreement or the right of the Company
      to enter into it, or which might result in a Material Adverse Effect.

      3.11 PROPERTIES. Each of the Company and its subsidiaries has good and
      marketable title to all the properties and assets reflected as owned by
      them in the consolidated financial statements included in the Company's
      Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998,
      subject to no lien, mortgage, pledge, charge or encumbrance of any kind
      except (i) those, if any, reflected in such consolidated financial
      statements, or (ii) those which are not material in amount and do not
      materially and adversely affect the use made and intended to be made of
      such property by the Company or its subsidiaries. Each of the Company and
      its subsidiaries holds its leased properties under valid and binding
      leases, with such exceptions as are not materially significant in relation
      to the business of the Company and its subsidiaries, taken as a whole.
      Each of the Company and its subsidiaries owns or leases all such
      properties as are necessary to its operations as now conducted.

      3.12 INTELLECTUAL PROPERTY. The Company and its subsidiaries own or have
      obtained valid licenses, options or rights to use for the material
      inventions, patent applications, patents, trademarks (both registered and
      unregistered), tradenames, copyrights and trade secrets necessary for the
      conduct of the Company's and its subsidiaries' respective businesses as
      currently conducted and as the Company and its subsidiaries contemplate
      conducting in all material respects (collectively, the "Intellectual
      Property"). Neither the Company nor any of its subsidiaries has received
      notice of any third parties who have any ownership rights to any
      Intellectual Property that is owned by, or has been licensed to, the
      Company or its subsidiaries that would preclude the Company or its
      subsidiaries from conducting their respective businesses as currently
      conducted and as the Company and its subsidiaries contemplate conducting
      in all material respects. To the Company's knowledge, there are currently
      no sales of products that would constitute an infringement by third
      parties of any material Intellectual Property owned, licensed or optioned
      by the Company or its subsidiaries. There is no pending or, to the
      Company's knowledge, threatened action, suit, proceeding or claim by
      others challenging the rights of the Company or its subsidiaries in or to
      any material Intellectual Property owned, licensed or optioned by the
      Company or its subsidiaries. There is no pending or, to the Company's
      knowledge, threatened action, suit, proceeding or claim by others
      challenging the validity or


                                       6
<PAGE>

      scope of any material Intellectual Property owned, licensed or optioned by
      the Company or its subsidiaries. There is no pending or, to the Company's
      knowledge, threatened action, suit, proceeding or claim by others that the
      Company or its subsidiaries infringe or otherwise violate any patent,
      trademark, copyright, trade secret or other proprietary right of others as
      would reasonably be expected to result in a Material Adverse Effect.

      3.13 COMPLIANCE. Neither the Company nor any of its subsidiaries has been
      advised, and has no reason to believe, that it is not conducting its
      business in compliance with all applicable laws, rules and regulations of
      the jurisdictions in which it is conducting business, including, without
      limitation, all applicable local, state and federal environmental laws and
      regulations, except where failure to be so in compliance would not
      individually or in the aggregate have a Material Adverse Effect.

      3.14 TAXES. Each of the Company and its subsidiaries has filed or obtained
      filing extensions with respect to all federal, state, local and foreign
      income and franchise tax returns material to the Company and the
      subsidiaries, taken as a whole, and has paid or accrued all taxes shown as
      due thereon, and neither the Company nor any of its subsidiaries has
      knowledge of a tax deficiency which has been asserted or threatened
      against it which would reasonably be expected to have a Material Adverse
      Effect.

      3.15 TRANSFER TAXES. On the Closing Date, all stock transfers or other
      taxes (other than income taxes) which are required to be paid in
      connection with the sale and transfer of the Shares to be sold to the
      Purchasers hereunder will be, or will have been, fully paid or provided
      for by the Company and all laws imposing such taxes will be or will have
      been fully complied with.

      3.16 INSURANCE. Each of the Company and its subsidiaries maintains
      insurance of the type and in the amount that the Company reasonably
      believes is adequate for its business, including, but not limited to,
      insurance covering all real and personal property owned or leased by the
      Company or its subsidiaries against risks customarily insured against by
      similarly situated companies, all of which insurance is in full force and
      effect.

      3.17 CONTRIBUTIONS. Neither the Company at any time since its
      incorporation nor its subsidiaries at any time since they were acquired or
      formed by the Company have, directly or indirectly, (i) made any unlawful
      contribution to any candidate for public office, failed to disclose fully
      where required by law any contribution in violation of law, or (ii) made
      any payment to any federal or state governmental officer or official, or
      other person charged with similar public or quasi-public duties, other
      than payments required or permitted by the laws of the United States or
      any jurisdiction thereof and in each case except for instances that would
      not have a Material Adverse Effect.


                                       7
<PAGE>

      3.18 YEAR 2000 COMPLIANCE. The Company has reviewed its operations to
      evaluate the extent to which the business or operations of the Company and
      its subsidiaries will be affected by the Year 2000 Problem (as defined
      below). As a result of such review, the Company has no reason to believe,
      and does not believe, that the Year 2000 Problem will have a Material
      Adverse Effect. The "Year 2000 Problem" as used herein means any
      significant risk that the Company's computer hardware or software used in
      the receipt, transmission, processing, manipulation, storage, retrieval,
      retransmissions or other utilization of data or in the operation of
      mechanical or electrical systems of any kind will not, in the case of
      dates or time periods occurring after December 31, 1999, function at least
      as effectively as in the case of dates or time periods occurring prior to
      January 1, 2000.

      3.19 INVESTMENT COMPANY. The Company is not an "investment company" or an
      "affiliated person" of, or "promoter" or "principal underwriter" for an
      investment company, within the meaning of the Investment Company Act of
      1940, as amended.

      3.20 OFFERING MATERIALS. The Company has not distributed and will not
      distribute prior to the Closing Date any offering material in connection
      with the offering and sale of the Shares other than the Company Reports.
      The Company has not nor will it take any action to sell, offer for sale or
      solicit offers to buy any securities of the Company which would reasonably
      be expected to cause the offer or sale of the Shares, as contemplated by
      this Agreement, to be within the provisions of Section 5 of the Securities
      Act.

      3.21 RELATED PARTY TRANSACTIONS. No transaction has occurred between or
      among the Company and its affiliates, officers or directors or any
      affiliate or affiliates of any such officer or director that is required
      to be described in the Company's Reports and other filings under the
      Securities Exchange Act of 1934 (the "Exchange Act") that is not so
      described.

      3.22 BOOKS AND RECORDS. The books, records and accounts of the Company
      accurately and fairly reflect, in reasonable detail, the transactions in,
      and dispositions of, the assets of, and the results of operations of, the
      Company, all to the extent required by generally accepted accounting
      principles. The Company maintains a system of internal accounting controls
      sufficient to provide reasonable assurances 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 accordance 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.


                                       8
<PAGE>

4.    REPRESENTATIONS OF THE PURCHASERS.

      Each Purchaser, severally and not jointly, represents and warrants to the
Company as follows:

4.1   INVESTMENT. Purchaser (a) is acquiring the Shares solely for its own
      account for investment purposes and not with a view to, or for sale in
      connection with, any distribution thereof, nor with any present intention
      of distributing or selling the same other than pursuant to an effective
      registration statement under the Securities Act, (b) has no present or
      contemplated agreement, undertaking, arrangement, obligation, indebtedness
      or commitment providing for the disposition thereof and (c) is fully aware
      that in agreeing to sell the Shares and entering into this Agreement, the
      Company is relying upon the truth and accuracy of the representations and
      warranties contained herein. Each Purchaser has made its own investment
      decision without reliance upon any representation, warranty or covenant
      from any other Purchaser.

4.2   AUTHORITY FOR AGREEMENT. Purchaser has full power and authority to
      execute, deliver and perform its obligations under this Agreement in
      accordance with its terms. Purchaser represents that it has not been
      organized, reorganized or recapitalized specifically for the purpose of
      investing in the Company. This Agreement has been duly executed and
      delivered by Purchaser and constitutes a valid and binding obligation of
      Purchaser, enforceable against such Purchaser in accordance with its
      terms.

4.3   INFORMATION. Purchaser or its attorney-in-fact (a) has reviewed the
      representations of the Company contained in this Agreement and the Company
      Reports and (b) has had the opportunity to make inquiry concerning the
      Company and its business and personnel. The officers of the Company have
      made available to each such person any and all written information that it
      has requested and have answered to each such person's satisfaction all
      inquiries made.

4.4   ACCREDITED INVESTOR. Purchaser is an "Accredited Investor" as that term is
      defined in Rule 501 of Regulation D promulgated under the Securities Act.
      Purchaser, either alone or with its purchaser representative or
      attorney-in-fact, has sufficient knowledge and experience in investing in
      companies similar to the Company so as to be able to evaluate the risks
      and merits of its investment in the Company and is able financially to
      bear the risks thereof, including a complete loss of its entire
      investment.

4.5   TRANSFER OF SHARES. Purchaser will not, directly or indirectly, offer,
      sell, pledge, transfer or otherwise dispose of (or solicit any offers to
      buy, purchase or otherwise acquire or take a pledge of) any of the Shares
      except in compliance with the Securities Act, the rules and regulations
      promulgated thereunder, and applicable state securities laws.


                                       9
<PAGE>

4.6   PURCHASER REPRESENTATIVES. In the event that any signatory hereto is
      signing as attorney-in-fact for one or more advisory client Purchaser(s),
      as indicated by checking the box above the signature for the Purchaser at
      the end hereof, the undersigned signatory represents and warrants that the
      undersigned has been duly appointed as attorney-in-fact of such
      Purchaser(s), that the undersigned has sufficient discretionary authority
      to enter into this Agreement on behalf of such Purchaser(s), and that each
      of the representations and warranties contained in this Section 4 are true
      and correct with respect to each of such Purchaser(s). Except as
      specifically disclosed in writing prior to the date hereof to the Company,
      the Purchaser is not an affiliate of the Company, a broker-dealer or
      affiliated with a broker-dealer.

5.    COVENANTS. The Company and the Purchasers agree as follows:

      5.1 INFORMATION TO BE FURNISHED. The Company shall deliver to the
      Purchaser with reasonable promptness, such material notices, information
      and data with respect to the Company as the Company files with the SEC and
      delivers to all holders of its Common Stock.

      5.2 REGISTRATION OF SHARES. The Company will, at its expense, within 20
      business days after the Closing Date file with the SEC a registration
      statement on Form S-3, or if Form S-3 is unavailable to the Company, on
      Form S-l, to register, under the Securities Act, the resale of the Shares
      by the holders thereof (the "Registration Statement"), and will use its
      reasonable best efforts to cause such Registration Statement to become
      effective as promptly as possible (including by filing when and as
      appropriate amendments and supplements thereto and to the related
      prospectus, and by making all required "Blue Sky" filings, if any) and to
      remain effective continuously until the earlier of (a) two years from the
      Closing Date, (b) such time as all of the Shares held by Purchaser may be
      sold pursuant to Rule 144 promulgated under the Securities Act on a single
      day without regard to volume limitations or (c) such time as all Shares
      have been sold. After the Registration Statement is declared effective
      under the Securities Act, the Company will furnish holders of Shares (and
      to each underwriter, if any, of the Shares) with such number of copies of
      the prospectus included in the Registration Statement as the holders may
      reasonably request to facilitate the resale of the Shares. Each Purchaser
      will cooperate in promptly providing all information or certificates
      required from it in order to be included as a selling stockholder on such
      Registration Statement. In the event that the Company shall fail to cause
      the Registration Statement to be declared effective within 90 days after
      the Closing Date, the Company shall pay to each holder of Shares, as
      compensation therefor, a cash payment equal to 1% of the product obtained
      by multiplying the Purchase Price and the number of Shares held by such
      holder. In addition, if the Registration Statement is not declared
      effective within 180 days after the Closing Date, the Company shall pay to
      each holder of Shares


                                       10
<PAGE>

      an additional cash payment equal to 2% of the product obtained by
      multiplying the Purchase Price and the number of Shares held by such
      holder for each 30 day-period or part thereof that effectiveness of the
      Registration Statement is delayed beyond 180 days after the Closing Date.
      After the Closing Date, the Company shall not file or maintain any
      registration statement with the Securities and Exchange Commission under
      the Securities Act prior to the time it files the Registration Statement.
      The Company, upon reasonable request of a Purchaser, will meet with such
      Purchaser or a representative thereof at the Company's headquarters to
      discuss information relevant for disclosure in the Registration Statement
      covering the Shares, subject to appropriate confidentiality limitations as
      the Company may require.

      5.3   PURCHASER SALES PROCEDURES.

            (a) Each Purchaser agrees that such Purchaser will not effect any
      disposition of the Shares that would constitute a sale within the meaning
      of the Securities Act, except as contemplated in the Registration
      Statement, and that the Purchaser will promptly notify the Company of any
      changes in the information set forth in the Registration Statement
      regarding the Purchaser or such Purchaser's plan of distribution set forth
      in such Registration Statement.

            (b) For so long as the prospectus delivery requirement under the
      Securities Act is in effect, the Purchaser shall not make any sale of the
      Shares without complying with such requirement.

            (c) Notwithstanding the provisions of Section 5.2, each Purchaser
      acknowledges that there may occasionally be times when the Company must
      suspend the use of the prospectus forming a part of the Registration
      Statement if there then exists material, non-public information regarding
      the Company, of such a nature that the public disclosure of which would
      not, in the reasonable opinion of the Company, be appropriate at that
      time; provided, however, that the Company shall not suspend the use of the
      prospectus for a period or periods that, in the aggregate, exceed 90 days
      in any twelve-month period. The Purchaser hereby covenants that, prior to
      selling any Shares pursuant to the Registration Statement, the Purchaser
      shall notify the Company in writing of its intent to sell Shares. The
      Company shall have the two business days immediately following the date of
      delivery of such notice during which to notify the Purchaser of a
      suspension of the prospectus forming a part of the Registration Statement.
      During this two-day period, the Purchaser will not sell any Shares. If the
      Company notifies the Purchaser that use of the prospectus has been
      suspended, the Purchaser will not sell any Shares pursuant to said
      prospectus until such time that the Company gives the Purchaser notice
      (all such notices shall be given by the Company as promptly as practicable
      following the suspension notice) that the Purchaser may thereafter effect
      sales pursuant to said prospectus, from which time the Purchaser may sell
      shares for a period often business days without complying


                                       11
<PAGE>

      with the pre-sale notification requirements set forth above. The Purchaser
      further covenants to promptly notify the Company following the sale of all
      of the Purchaser's Shares.

      5.4 LISTING OF SHARES. The Company will, within twenty business days after
      the Closing Date, file with The Nasdaq Stock Market, Inc. a Notification
      of Listing of Additional Shares (together with the required listing fee),
      thereby listing the Shares on the NASDAQ National Market.

      5.5 MARKET STAND-OFF. If requested by the managing underwriters in an
      underwritten offering composed primarily of newly issued shares of Common
      Stock, the Purchasers, or any assignees thereof, will not sell any of the
      Shares for up to 90 days (as requested by such underwriters) following
      such public.

6.    INDEMNIFICATION AND CONTRIBUTION.

      6.1 INDEMNIFICATION BY THE COMPANY. The Company will indemnify and hold
      harmless each Purchaser, and each other person, if any, who controls or is
      an affiliate of such Purchaser within the meaning of the Securities Act or
      the Exchange Act, against any losses, claims, damages or liabilities,
      joint or several, to which such Purchaser, controlling person or affiliate
      may become subject under the Securities Act, the Exchange Act, state
      securities or Blue Sky laws or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based upon any untrue statement or alleged untrue statement of any
      material fact contained in the Registration Statement under which the
      Shares were registered under the Securities Act, any preliminary
      prospectus or final prospectus contained in the Registration Statement, or
      any amendment or supplement to such Registration Statement, or arise out
      of or are based upon the omission or alleged omission to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading; and the Company will reimburse such Purchaser and
      each such controlling person and affiliate for any legal or any other
      expenses reasonably incurred by such Purchaser, controlling person or
      affiliate in connection with investigating or defending any such loss,
      claim, damage, liability or action; provided, however, that the Company
      will not be liable in any such case to the extent that any such loss,
      claim, damage or liability arises out of or is based upon any untrue
      statement or omission made in such Registration Statement, preliminary
      prospectus or final prospectus, or any such amendment or supplement, in
      reliance upon and in conformity with information furnished to the Company,
      in writing, by or on behalf of such Purchaser, controlling person or
      affiliate specifically for use in the preparation thereof.

      6.2 INDEMNIFICATION BY THE PURCHASERS. Each Purchaser, severally and not
      jointly, will indemnify and hold harmless the Company, each of its
      directors and officers and each person, if any, who controls the Company


                                       12
<PAGE>

      within the meaning of the Securities Act or the Exchange Act, against any
      losses, claims, damages or liabilities, joint or several, to which the
      Company, such directors and officers or controlling person may become
      subject under the Securities Act, Exchange Act, state securities or Blue
      Sky laws or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any untrue statement or alleged untrue statement of a material fact
      contained in any Registration Statement under which the Shares were
      registered under the Securities Act, any preliminary prospectus or final
      prospectus contained in the Registration Statement, or any amendment or
      supplement to the Registration Statement, or arise out of or are based
      upon any omission or alleged omission to state a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading, but only to the extent the statement or omission was made in
      reliance upon and in conformity with information relating to such
      Purchaser furnished in writing to the Company by or on behalf of such
      Purchaser specifically for use in connection with the preparation of such
      Registration Statement, prospectus, amendment or supplement; provided,
      however, that the obligations of each Purchaser hereunder shall be limited
      to an amount equal to the net proceeds to such Purchaser of Shares sold in
      connection with such registration.

      6.3 INDEMNIFICATION PROCEDURES. Each party entitled to indemnification
      under this Section 6 (the "Indemnified Party") shall give notice to the
      party required to provide indemnification (the "Indemnifying Party")
      promptly after such Indemnified Party has actual knowledge of any claim as
      to which indemnity may be sought, and shall permit the Indemnifying Party
      to assume the defense of any such claim or any litigation resulting
      therefrom; provided, that counsel for the Indemnifying Party, who shall
      conduct the defense of such claim or litigation, shall be approved by the
      Indemnified Party (whose approval shall not be unreasonably withheld);
      and, provided further, that the failure of any Indemnified Party to give
      notice as provided herein shall not relieve the Indemnifying Party of its
      obligations under this Section 6, unless and except to the extent that the
      Indemnifying Party is prejudiced by the failure of the Indemnified Party
      to provide timely notice. The Indemnified Party may participate in such
      defense at such party's expense; provided, however, that the Indemnifying
      Party shall pay such expense if representation of such Indemnified Party
      by the counsel retained by the Indemnifying Party would be inappropriate
      in the judgment of the Indemnified Party due to actual or potential
      differing interests between the Indemnified Party and any other party
      represented by such counsel in such proceeding. No Indemnifying Party, in
      the defense of any such claim or litigation shall, except with the consent
      of each Indemnified Party, consent to entry of any judgment or enter into
      any settlement which does not include as an unconditional term thereof the
      giving by the claimant or plaintiff to such Indemnified Party of a release
      from all liability in respect of such claim or litigation, and no
      Indemnified Party shall consent to entry of any judgment or


                                       13
<PAGE>

      settle such claim or litigation without the prior written consent of the
      Indemnifying Party.

      6.4 CONTRIBUTION. In order to provide for just and equitable contribution
      to joint liability under the Securities Act in any case in which either
      (a) any Purchaser, or any controlling person of any such Purchaser, makes
      a claim for indemnification pursuant to this Section 6 but it is
      judicially determined (by the entry of a final judgment or decree by a
      court of competent jurisdiction and the expiration of time to appeal or
      the denial of the last right of appeal) that such indemnification may not
      be enforced in such case notwithstanding the fact that this Section 6
      provides for indemnification in such case, or (b) contribution under the
      Securities Act may be required on the part of any such Purchaser or any
      such controlling person in circumstances for which indemnification is
      provided under this Section 6; then, in each such case, the Company and
      such Purchaser will contribute to the aggregate losses, claims, damages or
      liabilities to which they may be subject (after contribution from others)
      in such proportions so that such Purchaser is responsible for the portion
      represented by the percentage that the public offering price of its Shares
      offered by the Registration Statement bears to the public offering price
      of all securities offered by such Registration Statement, and the Company
      is responsible for the remaining portion; provided, however, that, in any
      such case, (x) no such Purchaser will be required to contribute any amount
      in excess of the net proceeds to it of all Shares sold by it pursuant to
      such Registration Statement and (y) no person or entity guilty of
      fraudulent misrepresentation, within the meaning of Section 11(f) of the
      Securities Act, shall be entitled to contribution from any person or
      entity who is not guilty of such fraudulent misrepresentation.

7.    RIGHT OF FIRST REFUSAL.

      7.1 LIMITATION ON FUTURE ISSUANCES. For a period of one year from the date
      hereof, the Company shall not issue, sell or exchange, or agree to issue,
      sell or exchange (a) any shares of its Common Stock or (b) any option,
      warrant or other right that is exercisable for, or convertible into,
      shares of its Common Stock (collectively, "Offered Securities"), unless in
      each such case the Company shall have first complied with this Section 7.

      7.2   PROCEDURE.

            (a) The Company shall deliver to each Purchaser a written notice of
      any proposed or intended issuance, sale or exchange of Offered Securities
      (the "Offer"), which Offer shall (i) identify and describe the Offered
      Securities, (ii) describe the price and other terms upon which they are to
      be issued, sold or exchanged, and the number or amount of the Offered
      Securities to be issued, sold or exchanged and (iii) offer to issue and
      sell to or exchange with such Purchaser that number of the Offered
      Securities which represents the same percentage of the


                                       14
<PAGE>

      total Offered Securities as the number of Shares held by such Purchaser
      represents of the total number of shares of Common Stock outstanding (the
      "Basic Amount"). Each Purchaser shall have the right, for a period of 10
      business days following delivery of the Offer, to accept the Offer in the
      manner set forth below. The Offer by its term shall remain open and
      irrevocable for such 10-business day period. To accept an Offer, in whole
      or in part, a Purchaser must deliver a written notice to the Company prior
      to the end of the 10-business day period of the Offer, setting forth the
      portion of such Purchaser's Basic Amount that such Purchaser elects to
      purchase (the "Notice of Acceptance").

            (b) The Company shall have 60 days from the expiration of the
      10-business day period set forth above to issue, sell or exchange all or
      any part of such Offered Securities as to which a Notice of Acceptance has
      not been given by the Investors, but only upon terms and conditions which
      are not more favorable, in the aggregate, to the acquiring person or
      persons or less favorable to the Company than those set forth in the
      Offer.

            (c) Any Offered Securities not acquired by the Purchasers or other
      persons in accordance with Section 7.2 may not be issued, sold or
      exchanged until they are again offered to the Purchasers under the
      procedures specified in this Section 7.

      7.3 EXCLUDED ISSUANCES. The rights of the Purchasers under this Section 7
      shall not apply to:

            (a) Common Stock issued as a stock dividend to holders of Common
      Stock or upon any subdivision or combination of shares of Common Stock;

            (b) the issuance of shares of Common Stock, or options exercisable
      therefor, to employees, consultants, directors, equipment lessors or banks
      (in commercial bank financing arrangements) or similar institutional
      credit financing sources;

            (c) securities issued solely in consideration for the acquisition
      (whether by merger or otherwise) by the Company or any of its subsidiaries
      of stock or assets of any other entity, or in connection with a licensing
      or strategic partnering transaction approved by the Board of Directors of
      the Company (and the stockholders, if required under applicable law or
      regulation); or

            (d) shares of Common Stock sold by the Company in an underwritten
      public offering pursuant to an effective registration statement under the
      Securities Act.


                                       15
<PAGE>

8.    MISCELLANEOUS.

      8.1 ASSIGNABILITY. This Agreement, and the rights and obligations of the
      Purchaser hereunder, may not be assigned in whole or in part by Purchaser
      to any person or entity other than to an affiliate of such Purchaser or
      its ultimate parent entity.

      8.2 CONFIDENTIALITY. Purchaser agrees that it will keep confidential and
      will not disclose or divulge any confidential, proprietary or secret
      information which Purchaser may obtain from the Company pursuant to this
      Agreement, unless such information is known, or until such information
      becomes known, to the public; provided, however, that Purchaser may
      disclose such information (a) to its attorneys, accountants, consultants
      and other professionals to the extent necessary to obtain their services
      in connection with its investment in the Company, (b) to any prospective
      purchaser of any Shares from a Purchaser as long as such prospective
      purchaser agrees in writing to be bound by the provisions of this Section
      or (c) to any affiliate of a Purchaser; subject, in each case, to the
      agreement of such party to keep such information confidential as set forth
      herein.

      8.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All agreements,
      representations and warranties contained herein shall survive the
      execution and delivery of this Agreement and the closing of the
      transactions contemplated hereby.

      8.4 NOTICES. All notices, requests, consents and other communications
      under this Agreement shall be in writing and shall be delivered by hand,
      sent via a reputable nationwide overnight courier service, transmitted via
      facsimile with hard copy via U.S. mail, or mailed by first class certified
      or registered mail, return receipt requested, postage prepaid:

            If to the Company, at White Pine Software, Inc., 542 Amherst Street,
            Nashua, New Hampshire 03063, Attention: Chief Executive Officer, or
            at such other address as may have been furnished in writing by the
            Company to the Purchaser, with a copy to: Mark L. Johnson, Esq.,
            Foley, Hoag & Eliot LLP, One Post Office Square, Boston,
            Massachusetts 02109; or

            If to any Purchaser, at its address as indicated on Exhibit A below,
            or at such other address or addresses as may have been furnished in
            writing by the Purchaser to the Company.


                                       16
<PAGE>

      Notices provided in accordance with this Section 8.4 shall be deemed
      delivered upon personal delivery, one business day after being sent via a
      reputable nationwide overnight courier service for next business day
      delivery, or two business days after deposit in the mail and on the next
      business day following transmittal via facsimile.

      8.5 EXPENSES. The Company and each Purchaser each agree to indemnify and
      save the other harmless from and against any and all claims, liabilities
      or obligations with respect to brokerage or finders' fees or commissions
      in connection with the transactions contemplated by this Agreement
      asserted by any person on the basis of any agreement, statement or
      representation alleged to have been made by such indemnifying party. The
      Company shall pay its own expenses including attorneys' fees.

      8.6 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
      understanding between the parties hereto with respect to the subject
      matter hereof and supersedes all prior agreements and understandings
      relating to such subject matter.

      8.7 AMENDMENT AND WAIVER. Except as otherwise expressly set forth in this
      Agreement, any term of this Agreement may be amended and the observance of
      any term of this Agreement may be waived (either generally or in a
      particular instance and either retroactively or prospectively), with the
      written consent of the Company and of Purchasers holding in the aggregate
      not less than two-thirds (67%) of all the Shares then outstanding and held
      by the Purchasers. Any amendment or waiver effected in accordance with
      this Section 6.7 shall be binding upon each holder of any Shares. No
      waivers of or exceptions to any term, condition or provision of this
      Agreement, in any one or more instances, shall be deemed to be, or
      construed as, a further or continuing waiver of any such term, condition
      or provision.

      8.8 COUNTERPARTS. This Agreement may be executed in one or more
      counterparts, each of which shall be deemed to be an original, but all of
      which shall be one and the same document.

      8.9 SEPARATE AGREEMENT WITH EACH PURCHASER. While this Agreement is being
      executed in multiple counterparts with multiple Purchasers, the
      transaction with each Purchaser shall be considered a separate transaction
      and none of the rights or obligations of any Purchaser shall be the in any
      way affected by actions of any other Purchasers except to the extent that
      Purchasers are required by the terms hereof to act as a group.

      8.10 HEADINGS. The section headings are for the convenience of the parties
      and in no way alter, modify, amend, limit or restrict the contractual
      obligations of the parties.


                                       17
<PAGE>

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

      8.12 GOVERNING LAW. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Delaware, without reference to
      the choice of law provisions thereof.

                                  *     *     *


                                       18
<PAGE>

Executed as of the date first written above.


                                            WHITE PINE SOFTWARE, INC.

                                            By: /s/ Killko A. Caballero
                                                ------------------------------
                                                Killko A. Caballero
                                                Chief Executive Officer

PURCHASER:

Shares Purchased   Dollars Invested
----------------   ----------------

325,521            $5,000,003

Private Equity Holding (Cayman) Ltd.

/ /   Check this box to indicate that the undersigned is acting as
      attorney-in-fact for certain advisory client Purchasers with respect to
      which it has discretionary authority.

                                   By: VBTC Management Ltd.
                                   Its: Sole Director

                                   /s/ John Arnold

                                   By: John Arnold
                                   Its: Chairman & Managing Director

                                   Date: December 24, 1999
                                   Address for delivery of shares:

                                   (Please use international courier service)
                                   Private Equity Holding (Cayman) Ltd.
                                   P.O. Box 30846 SMB
                                   Grand Pavilion Commercial Centre
                                   West Bay Road
                                   Grand Cayman. Cayman Islands
                                   British West Indies


                                       19
<PAGE>

                                                                       Exhibit A

LIST OF PURCHASERS

Purchaser                                                        Dollars
Name and Address                       Shares Purchased         Invested
----------------                       ----------------         --------
Private Equity Holding (Cayman) Ltd.        325,521            $5,000,003


                                       20
<PAGE>

Executed as of the date first written above.


                                            WHITE PINE SOFTWARE, INC.

                                            By: /s/ Killko A. Caballero
                                                ------------------------------
                                                Killko A. Caballero
                                                Chief Executive Officer

PURCHASER:

Shares Purchased   Dollars Invested
----------------   ----------------

325,521            $5,000,003

Private Equity Holding (Cayman) Ltd.

/ /   Check this box to indicate that the undersigned is acting as
      attorney-in-fact for certain advisory client Purchasers with respect to
      which it has discretionary authority.

                                   By: VBTC Management Ltd.
                                   Its: Sole Director

                                   /s/ John Arnold

                                   By: John Arnold
                                   Its: Chairman & Managing Director

                                   Date: December 24, 1999
                                   Address for delivery of shares:

                                   (Please use international courier service)
                                   Private Equity Holding (Cayman) Ltd.
                                   P.O. Box 30846 SMB
                                   Grand Pavilion Commercial Centre
                                   West Bay Road
                                   Grand Cayman. Cayman Islands
                                   British West Indies


                                       19

<PAGE>

                                                                Exhibit 10.11(c)

                            STOCK PURCHASE AGREEMENT

      This Agreement dated as of December 31, 1999 is entered into by and among
White Pine Software, Inc., a Delaware corporation (the "Company"), and each
entity which executes a counterpart to this Agreement and is listed on Exhibit A
(each referred to herein as a "Purchaser," and collectively referred to herein
as the "Purchasers").

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

1.    PURCHASE AND SALE OF SHARES.

      1.1 AUTHORIZATION. The Company has duly authorized the sale and issuance,
      pursuant to the terms of this Agreement, of an aggregate of 325,521 shares
      (the "Shares") of its common stock, $0.01 par value per share ("Common
      Stock").

      1.2 PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of
      this Agreement, each Purchaser agrees to purchase and the Company agrees
      to sell, that number of Shares indicated opposite the Purchaser's name on
      Exhibit A, at a purchase price equal to $15.36 per share (the "Purchase
      Price").

      1.3 CLOSING. The Closing of the purchase and sale of the Shares
      contemplated by this Agreement (the "Closing") shall take place at the
      offices of Foley, Hoag & Eliot LLP, One Post Office Square, Boston,
      Massachusetts 02109 at 12 noon EST, on December 31, 1999, or at such other
      place and time as mutually agreed by the Company and the Purchasers (the
      "Closing Date"). At the Closing, the Company shall deliver to each
      Purchaser a certificate for the number of Shares for which that Purchaser
      has subscribed against payment of the purchase price therefore. Each
      Purchaser shall remit the purchase price for the Shares being purchased at
      the Closing by wire transfer of same-day funds to an account designated in
      writing by the Company.

      1.4 USE OF PROCEEDS. The Company will use the proceeds from the sale of
      the Shares for working capital and other general corporate purposes.
<PAGE>

2.    CONDITIONS TO CLOSING.

      The obligation of the Purchasers to purchase and pay for the Shares shall
be subject to the accuracy of the representations and warranties made by the
Company herein and to the following conditions (any of which may be waived by a
Purchaser, acting individually, in its sole discretion, as to such Purchaser's
own Shares, but not as to the Shares to be purchased by any other Purchaser):

      2.1 DELIVERIES BY THE COMPANY. The Company shall deliver to the Purchaser
      or its agent:

            (a) a certificate, as of recent date, as to the legal existence and
      corporate good standing of the Company issued by the Secretary of State of
      the State of Delaware;

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

            (c) a copy of the resolutions of the Board of Directors of the
      Company authorizing and approving this Agreement and the issuance of the
      Shares hereby, certified by the Secretary of the Company;

            (d) a copy of the By-laws of the Company, certified by the Secretary
      of the Company as in effect as of the Closing Date;

            (e) an opinion of Foley, Hoag & Eliot LLP, counsel to the Company,
      in substantially the form attached hereto as Exhibit B and

            (f) an executed lock-up agreement from each officer and director of
      the Company in substantially the form attached hereto as Exhibit C.

3. REPRESENTATIONS OF THE COMPANY. Except as set forth in the applicable section
of the Disclosure Schedule attached hereto, the Company hereby represents and
warrants to each Purchaser as follows as of the date hereof and as of Closing.

      3.1 ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
      organized, validly existing and in good standing under the laws of the
      State of Delaware. The Company is duly qualified or otherwise authorized
      to transact business as a foreign corporation and is in good standing in
      each jurisdiction in which the failure to so qualify would have a material
      adverse effect on the results of operations, business or financial
      condition of the Company and its subsidiaries taken as a whole (a
      "Material Adverse Effect"). Each of the Company's subsidiaries is a
      corporation duly organized, validly existing and in good standing under
      the laws of its jurisdiction of incorporation. Each of the


                                       2
<PAGE>

      Company's subsidiaries is duly qualified or otherwise authorized to
      transact business as a foreign corporation and is in good standing in each
      jurisdiction in which the failure to so qualify would have a Material
      Adverse Effect.

      3.2 CAPITALIZATION. The Company is authorized to issue (a) 30,000,000
      shares of Common Stock, and (b) 5,000,000 shares of Preferred Stock, $0.01
      par value per share. As of December 22, 1999, there were issued and
      outstanding [10,702,213] shares of Common Stock; no shares of Preferred
      Stock had been issued or were outstanding; and options, warrants or rights
      to purchase an aggregate of approximately 1,679,016 shares of Common Stock
      had been granted by the Company and were outstanding. The Common Stock and
      the Preferred Stock of the Company have the voting powers, designations,
      preferences, rights and qualifications, and limitations or restrictions
      set forth in the Certificate of Incorporation and amendments thereto. All
      of the issued and outstanding shares of capital stock of the Company have
      been duly authorized and validly issued, are fully paid and nonassessable,
      have been issued in compliance with all federal and state securities laws,
      were not issued in violation of or subject to any preemptive rights or
      other rights to subscribe for or purchase securities, and conform in all
      material respects to the description thereof contained in the Company's
      Registration Statement on Form 8-A and the Company Reports (as hereinafter
      defined). Except as disclosed in the first sentence of this section, the
      Company does not have outstanding any options or warrants to purchase, or
      any preemptive rights or other rights to subscribe for or to purchase, any
      securities or obligations convertible into, or any contracts or
      commitments to issue or sell, shares of its capital stock or any shares of
      capital stock of any subsidiary and there is no commitment, plan or
      arrangement to issue, any securities or obligations convertible into any
      shares of capital stock of the Company or its subsidiaries or any such
      options, rights convertible securities or obligations. The description of
      the Company's capital stock, stock bonus and other stock plans or
      arrangements and the options or other rights granted and exercised
      thereunder, contained in the Company's Registration Statement on Form 8-A
      and the Company Reports accurately and fairly presents the information
      required to be shown with respect to such capital stock, plans,
      arrangements, options and rights (except for issuances and exercises of
      options in the ordinary course of business).

      3.3 AUTHORITY FOR AGREEMENT. The execution, delivery and performance of
      this Agreement by the Company has been duly authorized by all necessary
      corporate action on the part of the Company, and this Agreement has been
      duly executed and delivered by the Company, and this Agreement constitutes
      the valid and binding obligation of the Company, enforceable against the
      Company in accordance with its terms, subject to applicable bankruptcy,
      insolvency, moratorium and similar laws affecting the rights and remedies
      of creditors generally and to general principles of equity.


                                       3
<PAGE>

      3.4 ISSUANCE AND SALE OF SHARES. The issuance and sale of the Shares by
      the Company has been duly authorized and the Shares have been duly
      reserved for issuance by all necessary corporate action on the part of the
      Company, and the Shares, when issued and delivered against payment
      therefor, will be validly issued, fully paid and nonassessable. Based in
      part on the representations made by or on behalf of each Purchaser in
      Section 4 of this Agreement, the offer, issuance and sale of the Shares
      pursuant to this Agreement are exempt from registration under the
      Securities Act. The issued shares of capital stock of each of the
      Company's subsidiaries have been duly authorized and validly issued, are
      fully paid and nonassessable and are owned by the Company free and clear
      of any perfected security interest, or any other security interests,
      liens, encumbrances, equities or claims. No preemptive rights or other
      rights to subscribe for or purchase exist with respect to the issuance and
      sale of the Shares by the Company pursuant to this Agreement. No
      stockholder of the Company has any right to request or require the Company
      to register the sale of any shares owned by such stockholder under the
      Securities Act of 1933, as amended (the "Securities Act"), in the
      Registration Statement (as hereinafter defined). No further approval or
      authority of the stockholders or the Board of Directors of the Company
      will be required for the issuance and sale of the Shares to be sold by the
      Company hereunder.

      3.5 NO BREACH. The execution, delivery and performance of this Agreement
      by the Company will not (a) conflict with or violate any provision of the
      Certificate of Incorporation, as amended, or By-laws of the Company, (b)
      require on the part of the Company any filing with, or permit,
      authorization, consent or approval of, any governmental entity, (c) result
      in breach of, constitute a default under, or require any notice, consent
      or waiver under, any contract, agreement or other instrument to which the
      Company is a party or by which it is bound (other than any consent or
      waiver which has already been obtained) or (d) violate any order, writ,
      injunction, decree, statute, rule or regulation applicable to the Company,
      excluding from subparagraphs (a)-(d) such matters as would not in the
      aggregate have a Material Adverse Effect or a material adverse effect upon
      the transactions contemplated hereby. No consent, approval, authorization
      or other order of any court, regulatory body, administrative agency or
      other governmental body is required for the execution, delivery and
      performance of this Agreement or the consummation of the transactions
      contemplated hereby, except for compliance with the Blue Sky laws and
      federal securities laws applicable to the offering of the Shares.

      3.6 SEC REPORTS. The Company has previously furnished to the Purchasers
      complete and accurate copies, as amended or supplemented, of its (a)
      Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998,
      as filed with the SEC, (b) all proxy statements relating to the Company's
      meetings of stockholders held or currently scheduled since December 31,
      1998 and (c) all other publicly available reports filed by the Company
      with the SEC under the


                                       4
<PAGE>

      Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
      December 31, 1998 and through the date hereof (such reports are
      collectively referred to herein as the "Company Reports"). The Company
      Reports constitute all of the documents required to be filed by the
      Company under Section 13, 14 or 15(d) of the Exchange Act with the SEC
      since January 1, 1999. As of their respective dates, the Company Reports
      did not, and as of the date hereof do not, contain any untrue statement of
      a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading.

      3.7 FINANCIAL STATEMENTS. The audited financial statements and unaudited
      interim financial statements of the Company included in the Company
      Reports (a) comply as to form in all material respects with applicable
      accounting requirements and the published rules and regulations of the SEC
      with respect thereto, (b) have been prepared in accordance with GAAP
      applied on a consistent basis throughout the periods covered thereby
      (except as may be indicated therein or in the notes thereto), (c) fairly
      present the consolidated financial condition, results of operations and
      cash flows of the Company as of the respective dates thereof and for the
      periods referred to therein and (d) are consistent with the books and
      records of the Company.

      3.8 OTHER INFORMATION. The Company has provided to and discussed with the
      Purchaser such information as the Purchaser has requested regarding the
      current operations, financial condition (including the amount of available
      cash) and plans of the Company.

      3.9 MATERIAL ADVERSE CHANGE. Since December 31, 1998, and except as
      disclosed by the Company in the Company Reports or otherwise in writing to
      the Purchasers, (i) there has not been any material adverse change in the
      operations or financial condition of operations of the Company, except
      that the Company continues to incur operating losses, (ii) neither the
      Company nor its subsidiaries have incurred any liabilities or obligations,
      indirect or contingent, of such a nature that would require inclusion on a
      balance sheet under generally accepted accounting principles (nor, to the
      Company's knowledge, any other liabilities or obligations) or entered into
      any verbal or written agreements or other transactions which are not in
      the ordinary course of business or which could reasonably be expected to
      result in a Material Adverse Effect; (iii) neither the Company nor its
      subsidiaries have sustained any material loss or interference with its
      businesses or properties from fire, flood, windstorm, accident or other
      calamity not covered by insurance; (iv) neither the Company nor its
      subsidiaries have paid or declared any dividends or other distributions
      with respect to its capital stock and neither the Company nor its
      subsidiaries is in default in the payment of principal or interest on any
      outstanding debt obligations; and (v) there has not been any change in the
      capital stock of the Company other than the sale of the Shares hereunder
      and shares or options issued pursuant to exercise of outstanding


                                       5
<PAGE>

      warrants or employee and director stock option plans approved by the
      Company's Board of Directors. There is no fact which the Company has not
      disclosed to the Purchasers and their counsel in writing and of which the
      Company is aware which has, had or is reasonably likely to have a Material
      Adverse Effect.

      3.10 ACTIONS AND PROCEEDINGS. There are no actions, suits or claims or
      legal or arbitral proceedings or governmental inquiries or investigations,
      pending, or, to the Company's knowledge, threatened against the Company,
      which question the validity of this Agreement or the right of the Company
      to enter into it, or which might result in a Material Adverse Effect.

      3.11 PROPERTIES. Each of the Company and its subsidiaries has good and
      marketable title to all the properties and assets reflected as owned by
      them in the consolidated financial statements included in the Company's
      Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998,
      subject to no lien, mortgage, pledge, charge or encumbrance of any kind
      except (i) those, if any, reflected in such consolidated financial
      statements, or (ii) those which are not material in amount and do not
      materially and adversely affect the use made and intended to be made of
      such property by the Company or its subsidiaries. Each of the Company and
      its subsidiaries holds its leased properties under valid and binding
      leases, with such exceptions as are not materially significant in relation
      to the business of the Company and its subsidiaries, taken as a whole.
      Each of the Company and its subsidiaries owns or leases all such
      properties as are necessary to its operations as now conducted.

      3.12 INTELLECTUAL PROPERTY. The Company and its subsidiaries own or have
      obtained valid licenses, options or rights to use for the material
      inventions, patent applications, patents, trademarks (both registered and
      unregistered), tradenames, copyrights and trade secrets necessary for the
      conduct of the Company's and its subsidiaries' respective businesses as
      currently conducted and as the Company and its subsidiaries contemplate
      conducting in all material respects (collectively, the "Intellectual
      Property"). Neither the Company nor any of its subsidiaries has received
      notice of any third parties who have any ownership rights to any
      Intellectual Property that is owned by, or has been licensed to, the
      Company or its subsidiaries that would preclude the Company or its
      subsidiaries from conducting their respective businesses as currently
      conducted and as the Company and its subsidiaries contemplate conducting
      in all material respects. To the Company's knowledge, there are currently
      no sales of products that would constitute an infringement by third
      parties of any material Intellectual Property owned, licensed or optioned
      by the Company or its subsidiaries. There is no pending or, to the
      Company's knowledge, threatened action, suit, proceeding or claim by
      others challenging the rights of the Company or its subsidiaries in or to
      any material Intellectual Property owned, licensed or optioned by the
      Company or its subsidiaries. There is no pending or, to the Company's
      knowledge, threatened action, suit, proceeding or claim by others
      challenging the validity or


                                       6
<PAGE>

      scope of any material Intellectual Property owned, licensed or optioned by
      the Company or its subsidiaries. There is no pending or, to the Company's
      knowledge, threatened action, suit, proceeding or claim by others that the
      Company or its subsidiaries infringe or otherwise violate any patent,
      trademark, copyright, trade secret or other proprietary right of others as
      would reasonably be expected to result in a Material Adverse Effect.

      3.13 COMPLIANCE. Neither the Company nor any of its subsidiaries has been
      advised, and has no reason to believe, that it is not conducting its
      business in compliance with all applicable laws, rules and regulations of
      the jurisdictions in which it is conducting business, including, without
      limitation, all applicable local, state and federal environmental laws and
      regulations, except where failure to be so in compliance would not
      individually or in the aggregate have a Material Adverse Effect.

      3.14 TAXES. Each of the Company and its subsidiaries has filed or obtained
      filing extensions with respect to all federal, state, local and foreign
      income and franchise tax returns material to the Company and the
      subsidiaries, taken as a whole, and has paid or accrued all taxes shown as
      due thereon, and neither the Company nor any of its subsidiaries has
      knowledge of a tax deficiency which has been asserted or threatened
      against it which would reasonably be expected to have a Material Adverse
      Effect.

      3.15 TRANSFER TAXES. On the Closing Date, all stock transfers or other
      taxes (other than income taxes) which are required to be paid in
      connection with the sale and transfer of the Shares to be sold to the
      Purchasers hereunder will be, or will have been, fully paid or provided
      for by the Company and all laws imposing such taxes will be or will have
      been fully complied with.

      3.16 INSURANCE. Each of the Company and its subsidiaries maintains
      insurance of the type and in the amount that the Company reasonably
      believes is adequate for its business, including, but not limited to,
      insurance covering all real and personal property owned or leased by the
      Company or its subsidiaries against risks customarily insured against by
      similarly situated companies, all of which insurance is in full force and
      effect.

      3.17 CONTRIBUTIONS. Neither the Company at any time since its
      incorporation nor its subsidiaries at any time since they were acquired or
      formed by the Company have, directly or indirectly, (i) made any unlawful
      contribution to any candidate for public office, failed to disclose fully
      where required by law any contribution in violation of law, or (ii) made
      any payment to any federal or state governmental officer or official, or
      other person charged with similar public or quasi-public duties, other
      than payments required or permitted by the laws of the United States or
      any jurisdiction thereof and in each case except for instances that would
      not have a Material Adverse Effect.


                                       7
<PAGE>

      3.18 YEAR 2000 COMPLIANCE. The Company has reviewed its operations to
      evaluate the extent to which the business or operations of the Company and
      its subsidiaries will be affected by the Year 2000 Problem (as defined
      below). As a result of such review, the Company has no reason to believe,
      and does not believe, that the Year 2000 Problem will have a Material
      Adverse Effect. The "Year 2000 Problem" as used herein means any
      significant risk that the Company's computer hardware or software used in
      the receipt, transmission, processing, manipulation, storage, retrieval,
      retransmissions or other utilization of data or in the operation of
      mechanical or electrical systems of any kind will not, in the case of
      dates or time periods occurring after December 31, 1999, function at least
      as effectively as in the case of dates or time periods occurring prior to
      January 1, 2000.

      3.19 INVESTMENT COMPANY. The Company is not an "investment company" or an
      "affiliated person" of, or "promoter" or "principal underwriter" for an
      investment company, within the meaning of the Investment Company Act of
      1940, as amended.

      3.20 OFFERING MATERIALS. The Company has not distributed and will not
      distribute prior to the Closing Date any offering material in connection
      with the offering and sale of the Shares other than the Company Reports.
      The Company has not nor will it take any action to sell, offer for sale or
      solicit offers to buy any securities of the Company which would reasonably
      be expected to cause the offer or sale of the Shares, as contemplated by
      this Agreement, to be within the provisions of Section 5 of the Securities
      Act.

      3.21 RELATED PARTY TRANSACTIONS. No transaction has occurred between or
      among the Company and its affiliates, officers or directors or any
      affiliate or affiliates of any such officer or director that is required
      to be described in the Company's Reports and other filings under the
      Securities Exchange Act of 1934 (the "Exchange Act") that is not so
      described.

      3.22 BOOKS AND RECORDS. The books, records and accounts of the Company
      accurately and fairly reflect, in reasonable detail, the transactions in,
      and dispositions of, the assets of, and the results of operations of, the
      Company, all to the extent required by generally accepted accounting
      principles. The Company maintains a system of internal accounting controls
      sufficient to provide reasonable assurances 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 accordance 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.


                                       8
<PAGE>

4.    REPRESENTATIONS OF THE PURCHASERS.

      Each Purchaser, severally and not jointly, represents and warrants to the
Company as follows:

4.1   INVESTMENT. Purchaser (a) is acquiring the Shares solely for its own
      account for investment purposes and not with a view to, or for sale in
      connection with, any distribution thereof, nor with any present intention
      of distributing or selling the same other than pursuant to an effective
      registration statement under the Securities Act, (b) has no present or
      contemplated agreement, undertaking, arrangement, obligation, indebtedness
      or commitment providing for the disposition thereof and (c) is fully aware
      that in agreeing to sell the Shares and entering into this Agreement, the
      Company is relying upon the truth and accuracy of the representations and
      warranties contained herein. Each Purchaser has made its own investment
      decision without reliance upon any representation, warranty or covenant
      from any other Purchaser.

4.2   AUTHORITY FOR AGREEMENT. Purchaser has full power and authority to
      execute, deliver and perform its obligations under this Agreement in
      accordance with its terms. Purchaser represents that it has not been
      organized, reorganized or recapitalized specifically for the purpose of
      investing in the Company. This Agreement has been duly executed and
      delivered by Purchaser and constitutes a valid and binding obligation of
      Purchaser, enforceable against such Purchaser in accordance with its
      terms.

4.3   INFORMATION. Purchaser or its attorney-in-fact (a) has reviewed the
      representations of the Company contained in this Agreement and the Company
      Reports and (b) has had the opportunity to make inquiry concerning the
      Company and its business and personnel. The officers of the Company have
      made available to each such person any and all written information that it
      has requested and have answered to each such person's satisfaction all
      inquiries made.

4.4   ACCREDITED INVESTOR. Purchaser is an "Accredited Investor" as that term is
      defined in Rule 501 of Regulation D promulgated under the Securities Act.
      Purchaser, either alone or with its purchaser representative or
      attorney-in-fact, has sufficient knowledge and experience in investing in
      companies similar to the Company so as to be able to evaluate the risks
      and merits of its investment in the Company and is able financially to
      bear the risks thereof, including a complete loss of its entire
      investment.

4.5   TRANSFER OF SHARES. Purchaser will not, directly or indirectly, offer,
      sell, pledge, transfer or otherwise dispose of (or solicit any offers to
      buy, purchase or otherwise acquire or take a pledge of) any of the Shares
      except in compliance with the Securities Act, the rules and regulations
      promulgated thereunder, and applicable state securities laws.


                                       9
<PAGE>

4.6   PURCHASER REPRESENTATIVES. In the event that any signatory hereto is
      signing as attorney-in-fact for one or more advisory client Purchaser(s),
      as indicated by checking the box above the signature for the Purchaser at
      the end hereof, the undersigned signatory represents and warrants that the
      undersigned has been duly appointed as attorney-in-fact of such
      Purchaser(s), that the undersigned has sufficient discretionary authority
      to enter into this Agreement on behalf of such Purchaser(s), and that each
      of the representations and warranties contained in this Section 4 are true
      and correct with respect to each of such Purchaser(s). Except as
      specifically disclosed in writing prior to the date hereof to the Company,
      the Purchaser is not an affiliate of the Company, a broker-dealer or
      affiliated with a broker-dealer.

5.    COVENANTS. The Company and the Purchasers agree as follows:

      5.1 INFORMATION TO BE FURNISHED. The Company shall deliver to the
      Purchaser with reasonable promptness, such material notices, information
      and data with respect to the Company as the Company files with the SEC and
      delivers to all holders of its Common Stock.

      5.2 REGISTRATION OF SHARES. The Company will, at its expense, within 20
      business days after the Closing Date file with the SEC a registration
      statement on Form S-3, or if Form S-3 is unavailable to the Company, on
      Form S-l, to register, under the Securities Act, the resale of the Shares
      by the holders thereof (the "Registration Statement"), and will use its
      reasonable best efforts to cause such Registration Statement to become
      effective as promptly as possible (including by filing when and as
      appropriate amendments and supplements thereto and to the related
      prospectus, and by making all required "Blue Sky" filings, if any) and to
      remain effective continuously until the earlier of (a) two years from the
      Closing Date, (b) such time as all of the Shares held by Purchaser may be
      sold pursuant to Rule 144 promulgated under the Securities Act on a single
      day without regard to volume limitations or (c) such time as all Shares
      have been sold. After the Registration Statement is declared effective
      under the Securities Act, the Company will furnish holders of Shares (and
      to each underwriter, if any, of the Shares) with such number of copies of
      the prospectus included in the Registration Statement as the holders may
      reasonably request to facilitate the resale of the Shares. Each Purchaser
      will cooperate in promptly providing all information or certificates
      required from it in order to be included as a selling stockholder on such
      Registration Statement. In the event that the Company shall fail to cause
      the Registration Statement to be declared effective within 90 days after
      the Closing Date, the Company shall pay to each holder of Shares, as
      compensation therefor, a cash payment equal to 1% of the product obtained
      by multiplying the Purchase Price and the number of Shares held by such
      holder. In addition, if the Registration Statement is not declared
      effective within 180 days after the Closing Date, the Company shall pay to
      each holder of Shares


                                       10
<PAGE>

      an additional cash payment equal to 2% of the product obtained by
      multiplying the Purchase Price and the number of Shares held by such
      holder for each 30 day-period or part thereof that effectiveness of the
      Registration Statement is delayed beyond 180 days after the Closing Date.
      After the Closing Date, the Company shall not file or maintain any
      registration statement with the Securities and Exchange Commission under
      the Securities Act prior to the time it files the Registration Statement.
      The Company, upon reasonable request of a Purchaser, will meet with such
      Purchaser or a representative thereof at the Company's headquarters to
      discuss information relevant for disclosure in the Registration Statement
      covering the Shares, subject to appropriate confidentiality limitations as
      the Company may require.

      5.3   PURCHASER SALES PROCEDURES.

            (a) Each Purchaser agrees that such Purchaser will not effect any
      disposition of the Shares that would constitute a sale within the meaning
      of the Securities Act, except as contemplated in the Registration
      Statement, and that the Purchaser will promptly notify the Company of any
      changes in the information set forth in the Registration Statement
      regarding the Purchaser or such Purchaser's plan of distribution set forth
      in such Registration Statement.

            (b) For so long as the prospectus delivery requirement under the
      Securities Act is in effect, the Purchaser shall not make any sale of the
      Shares without complying with such requirement.

            (c) Notwithstanding the provisions of Section 5.2, each Purchaser
      acknowledges that there may occasionally be times when the Company must
      suspend the use of the prospectus forming a part of the Registration
      Statement if there then exists material, non-public information regarding
      the Company, of such a nature that the public disclosure of which would
      not, in the reasonable opinion of the Company, be appropriate at that
      time; provided, however, that the Company shall not suspend the use of the
      prospectus for a period or periods that, in the aggregate, exceed 90 days
      in any twelve-month period. The Purchaser hereby covenants that, prior to
      selling any Shares pursuant to the Registration Statement, the Purchaser
      shall notify the Company in writing of its intent to sell Shares. The
      Company shall have the two business days immediately following the date of
      delivery of such notice during which to notify the Purchaser of a
      suspension of the prospectus forming a part of the Registration Statement.
      During this two-day period, the Purchaser will not sell any Shares. If the
      Company notifies the Purchaser that use of the prospectus has been
      suspended, the Purchaser will not sell any Shares pursuant to said
      prospectus until such time that the Company gives the Purchaser notice
      (all such notices shall be given by the Company as promptly as practicable
      following the suspension notice) that the Purchaser may thereafter effect
      sales pursuant to said prospectus, from which time the Purchaser may sell
      shares for a period often business days without complying


                                       11
<PAGE>

      with the pre-sale notification requirements set forth above. The Purchaser
      further covenants to promptly notify the Company following the sale of all
      of the Purchaser's Shares.

      5.4 LISTING OF SHARES. The Company will, within twenty business days after
      the Closing Date, file with The Nasdaq Stock Market, Inc. a Notification
      of Listing of Additional Shares (together with the required listing fee),
      thereby listing the Shares on the NASDAQ National Market.

      5.5 MARKET STAND-OFF. If requested by the managing underwriters in an
      underwritten offering composed primarily of newly issued shares of Common
      Stock, the Purchasers, or any assignees thereof, will not sell any of the
      Shares for up to 90 days (as requested by such underwriters) following
      such public.

6.    INDEMNIFICATION AND CONTRIBUTION.

      6.1 INDEMNIFICATION BY THE COMPANY. The Company will indemnify and hold
      harmless each Purchaser, and each other person, if any, who controls or is
      an affiliate of such Purchaser within the meaning of the Securities Act or
      the Exchange Act, against any losses, claims, damages or liabilities,
      joint or several, to which such Purchaser, controlling person or affiliate
      may become subject under the Securities Act, the Exchange Act, state
      securities or Blue Sky laws or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based upon any untrue statement or alleged untrue statement of any
      material fact contained in the Registration Statement under which the
      Shares were registered under the Securities Act, any preliminary
      prospectus or final prospectus contained in the Registration Statement, or
      any amendment or supplement to such Registration Statement, or arise out
      of or are based upon the omission or alleged omission to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading; and the Company will reimburse such Purchaser and
      each such controlling person and affiliate for any legal or any other
      expenses reasonably incurred by such Purchaser, controlling person or
      affiliate in connection with investigating or defending any such loss,
      claim, damage, liability or action; provided, however, that the Company
      will not be liable in any such case to the extent that any such loss,
      claim, damage or liability arises out of or is based upon any untrue
      statement or omission made in such Registration Statement, preliminary
      prospectus or final prospectus, or any such amendment or supplement, in
      reliance upon and in conformity with information furnished to the Company,
      in writing, by or on behalf of such Purchaser, controlling person or
      affiliate specifically for use in the preparation thereof.

      6.2 INDEMNIFICATION BY THE PURCHASERS. Each Purchaser, severally and not
      jointly, will indemnify and hold harmless the Company, each of its
      directors and officers and each person, if any, who controls the Company


                                       12
<PAGE>

      within the meaning of the Securities Act or the Exchange Act, against any
      losses, claims, damages or liabilities, joint or several, to which the
      Company, such directors and officers or controlling person may become
      subject under the Securities Act, Exchange Act, state securities or Blue
      Sky laws or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any untrue statement or alleged untrue statement of a material fact
      contained in any Registration Statement under which the Shares were
      registered under the Securities Act, any preliminary prospectus or final
      prospectus contained in the Registration Statement, or any amendment or
      supplement to the Registration Statement, or arise out of or are based
      upon any omission or alleged omission to state a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading, but only to the extent the statement or omission was made in
      reliance upon and in conformity with information relating to such
      Purchaser furnished in writing to the Company by or on behalf of such
      Purchaser specifically for use in connection with the preparation of such
      Registration Statement, prospectus, amendment or supplement; provided,
      however, that the obligations of each Purchaser hereunder shall be limited
      to an amount equal to the net proceeds to such Purchaser of Shares sold in
      connection with such registration.

      6.3 INDEMNIFICATION PROCEDURES. Each party entitled to indemnification
      under this Section 6 (the "Indemnified Party") shall give notice to the
      party required to provide indemnification (the "Indemnifying Party")
      promptly after such Indemnified Party has actual knowledge of any claim as
      to which indemnity may be sought, and shall permit the Indemnifying Party
      to assume the defense of any such claim or any litigation resulting
      therefrom; provided, that counsel for the Indemnifying Party, who shall
      conduct the defense of such claim or litigation, shall be approved by the
      Indemnified Party (whose approval shall not be unreasonably withheld);
      and, provided further, that the failure of any Indemnified Party to give
      notice as provided herein shall not relieve the Indemnifying Party of its
      obligations under this Section 6, unless and except to the extent that the
      Indemnifying Party is prejudiced by the failure of the Indemnified Party
      to provide timely notice. The Indemnified Party may participate in such
      defense at such party's expense; provided, however, that the Indemnifying
      Party shall pay such expense if representation of such Indemnified Party
      by the counsel retained by the Indemnifying Party would be inappropriate
      in the judgment of the Indemnified Party due to actual or potential
      differing interests between the Indemnified Party and any other party
      represented by such counsel in such proceeding. No Indemnifying Party, in
      the defense of any such claim or litigation shall, except with the consent
      of each Indemnified Party, consent to entry of any judgment or enter into
      any settlement which does not include as an unconditional term thereof the
      giving by the claimant or plaintiff to such Indemnified Party of a release
      from all liability in respect of such claim or litigation, and no
      Indemnified Party shall consent to entry of any judgment or


                                       13
<PAGE>

      settle such claim or litigation without the prior written consent of the
      Indemnifying Party.

      6.4 CONTRIBUTION. In order to provide for just and equitable contribution
      to joint liability under the Securities Act in any case in which either
      (a) any Purchaser, or any controlling person of any such Purchaser, makes
      a claim for indemnification pursuant to this Section 6 but it is
      judicially determined (by the entry of a final judgment or decree by a
      court of competent jurisdiction and the expiration of time to appeal or
      the denial of the last right of appeal) that such indemnification may not
      be enforced in such case notwithstanding the fact that this Section 6
      provides for indemnification in such case, or (b) contribution under the
      Securities Act may be required on the part of any such Purchaser or any
      such controlling person in circumstances for which indemnification is
      provided under this Section 6; then, in each such case, the Company and
      such Purchaser will contribute to the aggregate losses, claims, damages or
      liabilities to which they may be subject (after contribution from others)
      in such proportions so that such Purchaser is responsible for the portion
      represented by the percentage that the public offering price of its Shares
      offered by the Registration Statement bears to the public offering price
      of all securities offered by such Registration Statement, and the Company
      is responsible for the remaining portion; provided, however, that, in any
      such case, (x) no such Purchaser will be required to contribute any amount
      in excess of the net proceeds to it of all Shares sold by it pursuant to
      such Registration Statement and (y) no person or entity guilty of
      fraudulent misrepresentation, within the meaning of Section 11(f) of the
      Securities Act, shall be entitled to contribution from any person or
      entity who is not guilty of such fraudulent misrepresentation.

7.    RIGHT OF FIRST REFUSAL.

      7.1 LIMITATION ON FUTURE ISSUANCES. For a period of one year from the date
      hereof, the Company shall not issue, sell or exchange, or agree to issue,
      sell or exchange (a) any shares of its Common Stock or (b) any option,
      warrant or other right that is exercisable for, or convertible into,
      shares of its Common Stock (collectively, "Offered Securities"), unless in
      each such case the Company shall have first complied with this Section 7.

      7.2   PROCEDURE.

            (a) The Company shall deliver to each Purchaser a written notice of
      any proposed or intended issuance, sale or exchange of Offered Securities
      (the "Offer"), which Offer shall (i) identify and describe the Offered
      Securities, (ii) describe the price and other terms upon which they are to
      be issued, sold or exchanged, and the number or amount of the Offered
      Securities to be issued, sold or exchanged and (iii) offer to issue and
      sell to or exchange with such Purchaser that number of the Offered
      Securities which represents the same percentage of the


                                       14
<PAGE>

      total Offered Securities as the number of Shares held by such Purchaser
      represents of the total number of shares of Common Stock outstanding (the
      "Basic Amount"). Each Purchaser shall have the right, for a period of 10
      business days following delivery of the Offer, to accept the Offer in the
      manner set forth below. The Offer by its term shall remain open and
      irrevocable for such 10-business day period. To accept an Offer, in whole
      or in part, a Purchaser must deliver a written notice to the Company prior
      to the end of the 10-business day period of the Offer, setting forth the
      portion of such Purchaser's Basic Amount that such Purchaser elects to
      purchase (the "Notice of Acceptance").

            (b) The Company shall have 60 days from the expiration of the
      10-business day period set forth above to issue, sell or exchange all or
      any part of such Offered Securities as to which a Notice of Acceptance has
      not been given by the Investors, but only upon terms and conditions which
      are not more favorable, in the aggregate, to the acquiring person or
      persons or less favorable to the Company than those set forth in the
      Offer.

            (c) Any Offered Securities not acquired by the Purchasers or other
      persons in accordance with Section 7.2 may not be issued, sold or
      exchanged until they are again offered to the Purchasers under the
      procedures specified in this Section 7.

      7.3 EXCLUDED ISSUANCES. The rights of the Purchasers under this Section 7
      shall not apply to:

            (a) Common Stock issued as a stock dividend to holders of Common
      Stock or upon any subdivision or combination of shares of Common Stock;

            (b) the issuance of shares of Common Stock, or options exercisable
      therefor, to employees, consultants, directors, equipment lessors or banks
      (in commercial bank financing arrangements) or similar institutional
      credit financing sources;

            (c) securities issued solely in consideration for the acquisition
      (whether by merger or otherwise) by the Company or any of its subsidiaries
      of stock or assets of any other entity, or in connection with a licensing
      or strategic partnering transaction approved by the Board of Directors of
      the Company (and the stockholders, if required under applicable law or
      regulation); or

            (d) shares of Common Stock sold by the Company in an underwritten
      public offering pursuant to an effective registration statement under the
      Securities Act.


                                       15
<PAGE>

8.    MISCELLANEOUS.

      8.1 ASSIGNABILITY. This Agreement, and the rights and obligations of the
      Purchaser hereunder, may not be assigned in whole or in part by Purchaser
      to any person or entity other than to an affiliate of such Purchaser or
      its ultimate parent entity.

      8.2 CONFIDENTIALITY. Purchaser agrees that it will keep confidential and
      will not disclose or divulge any confidential, proprietary or secret
      information which Purchaser may obtain from the Company pursuant to this
      Agreement, unless such information is known, or until such information
      becomes known, to the public; provided, however, that Purchaser may
      disclose such information (a) to its attorneys, accountants, consultants
      and other professionals to the extent necessary to obtain their services
      in connection with its investment in the Company, (b) to any prospective
      purchaser of any Shares from a Purchaser as long as such prospective
      purchaser agrees in writing to be bound by the provisions of this Section
      or (c) to any affiliate of a Purchaser; subject, in each case, to the
      agreement of such party to keep such information confidential as set forth
      herein.

      8.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All agreements,
      representations and warranties contained herein shall survive the
      execution and delivery of this Agreement and the closing of the
      transactions contemplated hereby.

      8.4 NOTICES. All notices, requests, consents and other communications
      under this Agreement shall be in writing and shall be delivered by hand,
      sent via a reputable nationwide overnight courier service, transmitted via
      facsimile with hard copy via U.S. mail, or mailed by first class certified
      or registered mail, return receipt requested, postage prepaid:

            If to the Company, at White Pine Software, Inc., 542 Amherst Street,
            Nashua, New Hampshire 03063, Attention: Chief Executive Officer, or
            at such other address as may have been furnished in writing by the
            Company to the Purchaser, with a copy to: Mark L. Johnson, Esq.,
            Foley, Hoag & Eliot LLP, One Post Office Square, Boston,
            Massachusetts 02109; or

            If to any Purchaser, at its address as indicated on Exhibit A below,
            or at such other address or addresses as may have been furnished in
            writing by the Purchaser to the Company.


                                       16
<PAGE>

      Notices provided in accordance with this Section 8.4 shall be deemed
      delivered upon personal delivery, one business day after being sent via a
      reputable nationwide overnight courier service for next business day
      delivery, or two business days after deposit in the mail and on the next
      business day following transmittal via facsimile.

      8.5 EXPENSES. The Company and each Purchaser each agree to indemnify and
      save the other harmless from and against any and all claims, liabilities
      or obligations with respect to brokerage or finders' fees or commissions
      in connection with the transactions contemplated by this Agreement
      asserted by any person on the basis of any agreement, statement or
      representation alleged to have been made by such indemnifying party. The
      Company shall pay its own expenses including attorneys' fees.

      8.6 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
      understanding between the parties hereto with respect to the subject
      matter hereof and supersedes all prior agreements and understandings
      relating to such subject matter.

      8.7 AMENDMENT AND WAIVER. Except as otherwise expressly set forth in this
      Agreement, any term of this Agreement may be amended and the observance of
      any term of this Agreement may be waived (either generally or in a
      particular instance and either retroactively or prospectively), with the
      written consent of the Company and of Purchasers holding in the aggregate
      not less than two-thirds (67%) of all the Shares then outstanding and held
      by the Purchasers. Any amendment or waiver effected in accordance with
      this Section 6.7 shall be binding upon each holder of any Shares. No
      waivers of or exceptions to any term, condition or provision of this
      Agreement, in any one or more instances, shall be deemed to be, or
      construed as, a further or continuing waiver of any such term, condition
      or provision.

      8.8 COUNTERPARTS. This Agreement may be executed in one or more
      counterparts, each of which shall be deemed to be an original, but all of
      which shall be one and the same document.

      8.9 SEPARATE AGREEMENT WITH EACH PURCHASER. While this Agreement is being
      executed in multiple counterparts with multiple Purchasers, the
      transaction with each Purchaser shall be considered a separate transaction
      and none of the rights or obligations of any Purchaser shall be the in any
      way affected by actions of any other Purchasers except to the extent that
      Purchasers are required by the terms hereof to act as a group.

      8.10 HEADINGS. The section headings are for the convenience of the parties
      and in no way alter, modify, amend, limit or restrict the contractual
      obligations of the parties.


                                       17
<PAGE>

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

      8.12 GOVERNING LAW. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Delaware, without reference to
      the choice of law provisions thereof.

                                  *     *     *


                                       18
<PAGE>

      Executed as of the date first written above.


                                       WHITE PINE SOFTWARE, INC.


                                       By:_____________________________
                                          Killko A. Caballero
                                          Chief Executive Officer


PURCHASER:

Shares Purchased  Dollars Invested
----------------  ----------------

325,521           $5,000,003

SPECIAL SITUATIONS
PRIVATE EQUITY FUND, L.P.

SPECIAL SITUATIONS
CAYMAN FUND, L.P.

SPECIAL SITUATIONS
FUND III, L.P.

(Purchaser's name here)

/ /   Check this box to indicate that the undersigned is acting as
      attorney-in-fact for certain advisory client Purchasers with respect to
      which it has discretionary authority.

                                       By:_______________________________

                                       Name:_____________________________

                                       Title:____________________________

                                       Date:_____________________________

                                       Address for delivery of shares:

                                       __________________________________

                                       __________________________________


                                       19
<PAGE>

                                                                       Exhibit A

                               LIST OF PURCHASERS

   Purchaser                                           Dollars
Name and Address            Shares Purchased          Invested
----------------            ----------------          --------

SPECIAL SITUATIONS
PRIVATE EQUITY FUND, L.P.        78,125             $1,200,000.00

SPECIAL SITUATIONS
CAYMAN FUND, L.P.                65,104                999,997.44

SPECIAL SITUATIONS
FUND III, L.P.                  182,292              2,800,005.12


                                       21
<PAGE>

      Executed as of the date first written above.


                                       WHITE PINE SOFTWARE, INC.


                                       By: /s/ Killko A. Caballero
                                           ---------------------------------
                                           Killko A. Caballero
                                           Chief Executive Officer


PURCHASER:

Shares Purchased  Dollars Invested
----------------  ----------------

325,521           $5,000,003

SPECIAL SITUATIONS
PRIVATE EQUITY FUND, L.P.

SPECIAL SITUATIONS
CAYMAN FUND, L.P.

SPECIAL SITUATIONS
FUND III, L.P.

(Purchaser's name here)

/ /   Check this box to indicate that the undersigned is acting as
      attorney-in-fact for certain advisory client Purchasers with respect to
      which it has discretionary authority.

                                       By: /s/ David Greenhouse
                                          -------------------------------

                                       Name: David Greenhouse
                                             ----------------------------

                                       Title: MD
                                              ---------------------------

                                       Date: 12/31/99
                                             ----------------------------

                                       Address for delivery of shares:

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

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


                                       18
<PAGE>

                                                                Exhibit 10.11(d)

                            STOCK PURCHASE AGREEMENT

      This Agreement dated as of December 29, 1999 is entered into by and among
White Pine Software, Inc., a Delaware corporation (the "Company"), and each
entity which executes a counterpart to this Agreement and is listed on Exhibit A
(each referred to herein as a "Purchaser," and collectively referred to herein
as the "Purchasers").

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

1.    PURCHASE AND SALE OF SHARES.

      1.1 AUTHORIZATION. The Company has duly authorized the sale and issuance,
      pursuant to the terms of this Agreement, of an aggregate of 325,521 shares
      (the "Shares") of its common stock, $0.01 par value per share ("Common
      Stock").

      1.2 PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of
      this Agreement, each Purchaser agrees to purchase and the Company agrees
      to sell, that number of Shares indicated opposite the Purchaser's name on
      Exhibit A, at a purchase price equal to $15.36 per share (the "Purchase
      Price").

      1.3 CLOSING. The Closing of the purchase and sale of the Shares
      contemplated by this Agreement (the "Closing") shall take place at the
      offices of Foley, Hoag & Eliot LLP, One Post Office Square, Boston,
      Massachusetts 02109 at 12 noon EST, on December 29, 1999, or at such other
      place and time as mutually agreed by the Company and the Purchasers (the
      "Closing Date"). At the Closing, the Company shall deliver to each
      Purchaser a certificate for the number of Shares for which that Purchaser
      has subscribed against payment of the purchase price therefore. Each
      Purchaser shall remit the purchase price for the Shares being purchased at
      the Closing by wire transfer of same-day funds to an account designated in
      writing by the Company.

      1.4 USE OF PROCEEDS. The Company will use the proceeds from the sale of
      the Shares for working capital and other general corporate purposes.
<PAGE>

2.    CONDITIONS TO CLOSING.

      The obligation of the Purchasers to purchase and pay for the Shares shall
be subject to the accuracy of the representations and warranties made by the
Company herein and to the following conditions (any of which may be waived by a
Purchaser, acting individually, in its sole discretion, as to such Purchaser's
own Shares, but not as to the Shares to be purchased by any other Purchaser):

      2.1 DELIVERIES BY THE COMPANY. The Company shall deliver to the Purchaser
      or its agent:

            (a) a certificate, as of recent date, as to the legal existence and
      corporate good standing of the Company issued by the Secretary of State of
      the State of Delaware;

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

            (c) a copy of the resolutions of the Board of Directors of the
      Company authorizing and approving this Agreement and the issuance of the
      Shares hereby, certified by the Secretary of the Company;

            (d) a copy of the By-laws of the Company, certified by the Secretary
      of the Company as in effect as of the Closing Date;

            (e) an opinion of Foley, Hoag & Eliot LLP, counsel to the Company,
      in substantially the form attached hereto as Exhibit B; and

            (f) an executed lock-up agreement from each officer and director of
      the Company in substantially the form attached hereto as Exhibit C.

3. REPRESENTATIONS OF THE COMPANY. Except as set forth in the applicable section
of the Disclosure Schedule attached hereto, the Company hereby represents and
warrants to each Purchaser as follows as of the date hereof and as of Closing.

      3.1 ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
      organized, validly existing and in good standing under the laws of the
      State of Delaware. The Company is duly qualified or otherwise authorized
      to transact business as a foreign corporation and is in good standing in
      each jurisdiction in which the failure to so qualify would have a material
      adverse effect on the results of operations, business or financial
      condition of the Company and its subsidiaries taken as a whole (a
      "Material Adverse Effect"). Each of the Company's subsidiaries is a
      corporation duly organized, validly existing and in good standing under
      the laws of its jurisdiction of incorporation. Each of the


                                       2
<PAGE>

      Company's subsidiaries is duly qualified or otherwise authorized to
      transact business as a foreign corporation and is in good standing in each
      jurisdiction in which the failure to so qualify would have a Material
      Adverse Effect.

      3.2 CAPITALIZATION. The Company is authorized to issue (a) 30,000,000
      shares of Common Stock, and (b) 5,000,000 shares of Preferred Stock, $0.01
      par value per share. As of December 28, 1999, there were issued and
      outstanding 11,027,734 shares of Common Stock; no shares of Preferred
      Stock had been issued or were outstanding; and options, warrants or rights
      to purchase an aggregate of approximately 1,679,016 shares of Common Stock
      had been granted by the Company and were outstanding. The Common Stock and
      the Preferred Stock of the Company have the voting powers, designations,
      preferences, rights and qualifications, and limitations or restrictions
      set forth in the Certificate of Incorporation and amendments thereto. All
      of the issued and outstanding shares of capital stock of the Company have
      been duly authorized and validly issued, are fully paid and nonassessable,
      have been issued in compliance with all federal and state securities laws,
      were not issued in violation of or subject to any preemptive rights or
      other rights to subscribe for or purchase securities, and conform in all
      material respects to the description thereof contained in the Company's
      Registration Statement on Form 8-A and the Company Reports (as hereinafter
      defined). Except as disclosed in the first sentence of this section, the
      Company does not have outstanding any options or warrants to purchase, or
      any preemptive rights or other rights to subscribe for or to purchase, any
      securities or obligations convertible into, or any contracts or
      commitments to issue or sell, shares of its capital stock or any shares of
      capital stock of any subsidiary and there is no commitment, plan or
      arrangement to issue, any securities or obligations convertible into any
      shares of capital stock of the Company or its subsidiaries or any such
      options, rights convertible securities or obligations. The description of
      the Company's capital stock, stock bonus and other stock plans or
      arrangements and the options or other rights granted and exercised
      thereunder, contained in the Company's Registration Statement on Form 8-A
      and the Company Reports accurately and fairly presents the information
      required to be shown with respect to such capital stock, plans,
      arrangements, options and rights (except for issuances and exercises of
      options in the ordinary course of business).

      3.3 AUTHORITY FOR AGREEMENT. The execution, delivery and performance of
      this Agreement by the Company has been duly authorized by all necessary
      corporate action on the part of the Company, and this Agreement has been
      duly executed and delivered by the Company, and this Agreement constitutes
      the valid and binding obligation of the Company, enforceable against the
      Company in accordance with its terms, subject to applicable bankruptcy,
      insolvency, moratorium and similar laws affecting the rights and remedies
      of creditors generally and to general principles of equity.


                                       3
<PAGE>

      3.4 ISSUANCE AND SALE OF SHARES. The issuance and sale of the Shares by
      the Company has been duly authorized and the Shares have been duly
      reserved for issuance by all necessary corporate action on the part of the
      Company, and the Shares, when issued and delivered against payment
      therefor, will be validly issued, fully paid and nonassessable. Based in
      part on the representations made by or on behalf of each Purchaser in
      Section 4 of this Agreement, the offer, issuance and sale of the Shares
      pursuant to this Agreement, together with the Private Placement, are
      exempt from registration under the Securities Act. The issued shares of
      capital stock of each of the Company's subsidiaries have been duly
      authorized and validly issued, are fully paid and nonassessable and are
      owned by the Company free and clear of any perfected security interest, or
      any other security interests, liens, encumbrances, equities or claims. No
      preemptive rights or other rights to subscribe for or purchase exist with
      respect to the issuance and sale of the Shares by the Company pursuant to
      this Agreement. Except for the registration rights granted in connection
      with the Private Placement (as defined in Section 3.8), no stockholder of
      the Company has any right to request or require the Company to register
      the sale of any shares owned by such stockholder under the Securities Act
      of 1933, as amended (the "Securities Act"), in the Registration Statement
      (as hereinafter defined). No further approval or authority of the
      stockholders or the Board of Directors of the Company will be required for
      the issuance and sale of the Shares to be sold by the Company hereunder.

      3.5 NO BREACH. The execution, delivery and performance of this Agreement
      by the Company will not (a) conflict with or violate any provision of the
      Certificate of Incorporation, as amended, or By-laws of the Company, (b)
      require on the part of the Company any filing with, or permit,
      authorization, consent or approval of, any governmental entity, (c) result
      in breach of, constitute a default under, or require any notice, consent
      or waiver under, any contract, agreement or other instrument to which the
      Company is a party or by which it is bound (other than any consent or
      waiver which has already been obtained) or (d) violate any order, writ,
      injunction, decree, statute, rule or regulation applicable to the Company,
      excluding from subparagraphs (a)-(d) such matters as would not in the
      aggregate have a Material Adverse Effect or a material adverse effect upon
      the transactions contemplated hereby. No consent, approval, authorization
      or other order of any court, regulatory body, administrative agency or
      other governmental body is required for the execution, delivery and
      performance of this Agreement or the consummation of the transactions
      contemplated hereby, except for compliance with the Blue Sky laws and
      federal securities laws applicable to the offering of the Shares.

      3.6 SEC REPORTS. The Company has previously furnished to the Purchasers
      complete and accurate copies, as amended or supplemented, of its (a)
      Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998,
      as filed with the SEC, (b) all proxy statements relating to the Company's
      meetings of


                                       4
<PAGE>

      stockholders held or currently scheduled since December 31, 1998 and (c)
      all other publicly available reports filed by the Company with the SEC
      under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act"), since December 31, 1998 and through the date hereof (such reports
      are collectively referred to herein as the "Company Reports"). The Company
      Reports constitute all of the documents required to be filed by the
      Company under Section 13, 14 or 15(d) of the Exchange Act with the SEC
      since January 1, 1999. As of their respective dates, the Company Reports
      did not, and as of the date hereof do not, contain any untrue statement of
      a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading.

      3.7 FINANCIAL STATEMENTS. The audited financial statements and unaudited
      interim financial statements of the Company included in the Company
      Reports (a) comply as to form in all material respects with applicable
      accounting requirements and the published rules and regulations of the SEC
      with respect thereto, (b) have been prepared in accordance with GAAP
      applied on a consistent basis throughout the periods covered thereby
      (except as may be indicated therein or in the notes thereto), (c) fairly
      present the consolidated financial condition, results of operations and
      cash flows of the Company as of the respective dates thereof and for the
      periods referred to therein and (d) are consistent with the books and
      records of the Company.

      3.8 OTHER INFORMATION. The Company has provided to and discussed with the
      Purchaser such information as the Purchaser has requested regarding the
      current operations, financial condition (including the amount of available
      cash) and plans of the Company. The Company has provided the Purchaser
      with true and correct copies of the transaction documents relating to the
      sale of 325,521 shares of Common Stock by the Company in a private
      offering on December 24, 1999 (the "Private Placement").

      3.9 MATERIAL ADVERSE CHANGE. Since December 31, 1998, and except as
      disclosed by the Company in the Company Reports or otherwise in writing to
      the Purchasers, (i) there has not been any material adverse change in the
      operations or financial condition of operations of the Company, except
      that the Company continues to incur operating losses, (ii) neither the
      Company nor its subsidiaries have incurred any liabilities or obligations,
      indirect or contingent, of such a nature that would require inclusion on a
      balance sheet under generally accepted accounting principles (nor, to the
      Company's knowledge, any other liabilities or obligations) or entered into
      any verbal or written agreements or other transactions which are not in
      the ordinary course of business or which could reasonably be expected to
      result in a Material Adverse Effect; (iii) neither the Company nor its
      subsidiaries have sustained any material loss or interference with its
      businesses or properties from fire, flood, windstorm, accident or other
      calamity not covered by insurance; (iv) neither the Company nor its
      subsidiaries have paid


                                       5
<PAGE>

      or declared any dividends or other distributions with respect to its
      capital stock and neither the Company nor its subsidiaries is in default
      in the payment of principal or interest on any outstanding debt
      obligations; and (v) there has not been any change in the capital stock of
      the Company other than the sale of the Shares hereunder, shares or options
      issued pursuant to exercise of outstanding warrants or employee and
      director stock option plans approved by the Company's Board of Directors
      and shares issued in connection with the Private Placement. There is no
      fact which the Company has not disclosed to the Purchasers and their
      counsel in writing and of which the Company is aware which has, had or is
      reasonably likely to have a Material Adverse Effect.

      3.10 ACTIONS AND PROCEEDINGS. There are no actions, suits or claims or
      legal or arbitral proceedings or governmental inquiries or investigations,
      pending, or, to the Company's knowledge, threatened against the Company,
      which question the validity of this Agreement or the right of the Company
      to enter into it, or which might result in a Material Adverse Effect.

      3.11 PROPERTIES. Each of the Company and its subsidiaries has good and
      marketable title to all the properties and assets reflected as owned by
      them in the consolidated financial statements included in the Company's
      Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998,
      subject to no lien, mortgage, pledge, charge or encumbrance of any kind
      except (i) those, if any, reflected in such consolidated financial
      statements, or (ii) those which are not material in amount and do not
      materially and adversely affect the use made and intended to be made of
      such property by the Company or its subsidiaries. Each of the Company and
      its subsidiaries holds its leased properties under valid and binding
      leases, with such exceptions as are not materially significant in relation
      to the business of the Company and its subsidiaries, taken as a whole.
      Each of the Company and its subsidiaries owns or leases all such
      properties as are necessary to its operations as now conducted.

      3.12 INTELLECTUAL PROPERTY. The Company and its subsidiaries own or have
      obtained valid licenses, options or rights to use for the material
      inventions, patent applications, patents, trademarks (both registered and
      unregistered), tradenames, copyrights and trade secrets necessary for the
      conduct of the Company's and its subsidiaries' respective businesses as
      currently conducted and as the Company and its subsidiaries contemplate
      conducting in all material respects (collectively, the "Intellectual
      Property"). Neither the Company nor any of its subsidiaries has received
      notice of any third parties who have any ownership rights to any
      Intellectual Property that is owned by, or has been licensed to, the
      Company or its subsidiaries that would preclude the Company or its
      subsidiaries from conducting their respective businesses as currently
      conducted and as the Company and its subsidiaries contemplate conducting
      in all material respects. To the Company's knowledge, there are currently
      no sales of products that would constitute an infringement by third
      parties of any material Intellectual


                                       6
<PAGE>

      Property owned, licensed or optioned by the Company or its subsidiaries.
      There is no pending or, to the Company's knowledge, threatened action,
      suit, proceeding or claim by others challenging the rights of the Company
      or its subsidiaries in or to any material Intellectual Property owned,
      licensed or optioned by the Company or its subsidiaries. There is no
      pending or, to the Company's knowledge, threatened action, suit,
      proceeding or claim by others challenging the validity or scope of any
      material Intellectual Property owned, licensed or optioned by the Company
      or its subsidiaries. There is no pending or, to the Company's knowledge,
      threatened action, suit, proceeding or claim by others that the Company or
      its subsidiaries infringe or otherwise violate any patent, trademark,
      copyright, trade secret or other proprietary right of others as would
      reasonably be expected to result in a Material Adverse Effect.

      3.13 COMPLIANCE. Neither the Company nor any of its subsidiaries has been
      advised, and has no reason to believe, that it is not conducting its
      business in compliance with all applicable laws, rules and regulations of
      the jurisdictions in which it is conducting business, including, without
      limitation, all applicable local, state and federal environmental laws and
      regulations, except where failure to be so in compliance would not
      individually or in the aggregate have a Material Adverse Effect.

      3.14 TAXES. Each of the Company and its subsidiaries has filed or obtained
      filing extensions with respect to all federal, state, local and foreign
      income and franchise tax returns material to the Company and the
      subsidiaries, taken as a whole, and has paid or accrued all taxes shown as
      due thereon, and neither the Company nor any of its subsidiaries has
      knowledge of a tax deficiency which has been asserted or threatened
      against it which would reasonably be expected to have a Material Adverse
      Effect.

      3.15 TRANSFER TAXES. On the Closing Date, all stock transfers or other
      taxes (other than income taxes) which are required to be paid in
      connection with the sale and transfer of the Shares to be sold to the
      Purchasers hereunder will be, or will have been, fully paid or provided
      for by the Company and all laws imposing such taxes will be or will have
      been fully complied with.

      3.16 INSURANCE. Each of the Company and its subsidiaries maintains
      insurance of the type and in the amount that the Company reasonably
      believes is adequate for its business, including, but not limited to,
      insurance covering all real and personal property owned or leased by the
      Company or its subsidiaries against risks customarily insured against by
      similarly situated companies, all of which insurance is in full force and
      effect.

      3.17 CONTRIBUTIONS. Neither the Company at any time since its
      incorporation nor its subsidiaries at any time since they were acquired or
      formed by the Company have, directly or indirectly, (i) made any unlawful
      contribution to


                                       7
<PAGE>

      any candidate for public office, failed to disclose fully where required
      by law any contribution in violation of law, or (ii) made any payment to
      any federal or state governmental officer or official, or other person
      charged with similar public or quasi-public duties, other than payments
      required or permitted by the laws of the United States or any jurisdiction
      thereof and in each case except for instances that would not have a
      Material Adverse Effect.

      3.18 YEAR 2000 COMPLIANCE. The Company has reviewed its operations to
      evaluate the extent to which the business or operations of the Company and
      its subsidiaries will be affected by the Year 2000 Problem (as defined
      below). As a result of such review, the Company has no reason to believe,
      and does not believe, that the Year 2000 Problem will have a Material
      Adverse Effect. The "Year 2000 Problem" as used herein means any
      significant risk that the Company's computer hardware or software used in
      the receipt, transmission, processing, manipulation, storage, retrieval,
      retransmissions or other utilization of data or in the operation of
      mechanical or electrical systems of any kind will not, in the case of
      dates or time periods occurring after December 31, 1999, function at least
      as effectively as in the case of dates or time periods occurring prior to
      January 1, 2000.

      3.19 INVESTMENT COMPANY. The Company is not an "investment company" or an
      "affiliated person" of, or "promoter" or "principal underwriter" for an
      investment company, within the meaning of the Investment Company Act of
      1940, as amended.

      3.20 OFFERING MATERIALS. The Company has not distributed and will not
      distribute prior to the Closing Date any offering material in connection
      with the offering and sale of the Shares other than the Company Reports.
      The Company has not nor will it take any action to sell, offer for sale or
      solicit offers to buy any securities of the Company which would reasonably
      be expected to cause the offer or sale of the Shares, as contemplated by
      this Agreement, to be within the provisions of Section 5 of the Securities
      Act.

      3.21 RELATED PARTY TRANSACTIONS. No transaction has occurred between or
      among the Company and its affiliates, officers or directors or any
      affiliate or affiliates of any such officer or director that is required
      to be described in the Company's Reports and other filings under the
      Securities Exchange Act of 1934 (the "Exchange Act") that is not so
      described.

      3.22 BOOKS AND RECORDS. The books, records and accounts of the Company
      accurately and fairly reflect, in reasonable detail, the transactions in,
      and dispositions of, the assets of, and the results of operations of, the
      Company, all to the extent required by generally accepted accounting
      principles. The Company maintains a system of internal accounting controls
      sufficient to provide reasonable assurances that (i) transactions are
      executed in accordance with management's general or specific
      authorizations, (ii) transactions are recorded as


                                       8
<PAGE>

      necessary to permit preparation of financial statements in accordance 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.

4.    REPRESENTATIONS OF THE PURCHASERS.

      Each Purchaser, severally and not jointly, represents and warrants to the
Company as follows:

4.1   INVESTMENT. Purchaser (a) is acquiring the Shares solely for its own
      account for investment purposes and not with a view to, or for sale in
      connection with, any distribution thereof, nor with any present intention
      of distributing or selling the same other than pursuant to an effective
      registration statement under the Securities Act, (b) has no present or
      contemplated agreement, undertaking, arrangement, obligation, indebtedness
      or commitment providing for the disposition thereof and (c) is fully aware
      that in agreeing to sell the Shares and entering into this Agreement, the
      Company is relying upon the truth and accuracy of the representations and
      warranties contained herein. Each Purchaser has made its own investment
      decision without reliance upon any representation, warranty or covenant
      from any other Purchaser.

4.2   AUTHORITY FOR AGREEMENT. Purchaser has full power and authority to
      execute, deliver and perform its obligations under this Agreement in
      accordance with its terms. Purchaser represents that it has not been
      organized, reorganized or recapitalized specifically for the purpose of
      investing in the Company. This Agreement has been duly executed and
      delivered by Purchaser and constitutes a valid and binding obligation of
      Purchaser, enforceable against such Purchaser in accordance with its
      terms.

4.3   INFORMATION. Purchaser or its attorney-in-fact (a) has reviewed the
      representations of the Company contained in this Agreement and the Company
      Reports and (b) has had the opportunity to make inquiry concerning the
      Company and its business and personnel. The officers of the Company have
      made available to each such person any and all written information that it
      has requested and have answered to each such person's satisfaction all
      inquiries made.

4.4   ACCREDITED INVESTOR. Purchaser is an "Accredited Investor" as that term is
      defined in Rule 501 of Regulation D promulgated under the Securities Act.
      Purchaser, either alone or with its purchaser representative or
      attorney-in-fact, has sufficient knowledge and experience in investing in
      companies similar to the Company so as to be able to evaluate the risks
      and merits of its investment in the


                                       9
<PAGE>

      Company and is able financially to bear the risks thereof, including a
      complete loss of its entire investment.

4.5   TRANSFER OF SHARES. Purchaser will not, directly or indirectly, offer,
      sell, pledge, transfer or otherwise dispose of (or solicit any offers to
      buy, purchase or otherwise acquire or take a pledge of) any of the Shares
      except in compliance with the Securities Act, the rules and regulations
      promulgated thereunder, and applicable state securities laws.

4.6   PURCHASER REPRESENTATIVES. In the event that any signatory hereto is
      signing as attorney-in-fact for one or more advisory client Purchaser(s),
      as indicated by checking the box above the signature for the Purchaser at
      the end hereof, the undersigned signatory represents and warrants that the
      undersigned has been duly appointed as attorney-in-fact of such
      Purchaser(s), that the undersigned has sufficient discretionary authority
      to enter into this Agreement on behalf of such Purchaser(s), and that each
      of the representations and warranties contained in this Section 4 are true
      and correct with respect to each of such Purchaser(s). Except as
      specifically disclosed in writing prior to the date hereof to the Company,
      the Purchaser is not an affiliate of the Company, a broker-dealer or
      affiliated with a broker-dealer.

5.    COVENANTS. The Company and the Purchasers agree as follows:

      5.1 INFORMATION TO BE FURNISHED. The Company shall deliver to the
      Purchaser with reasonable promptness, such material notices, information
      and data with respect to the Company as the Company files with the SEC and
      delivers to all holders of its Common Stock.

      5.2 REGISTRATION OF SHARES. The Company will, at its expense, within 20
      business days after the Closing Date file with the SEC a registration
      statement on Form S-3, or if Form S-3 is unavailable to the Company, on
      Form S-1, to register, under the Securities Act, the resale of the Shares
      by the holders thereof (the "Registration Statement"), and will use its
      reasonable best efforts to cause such Registration Statement to become
      effective as promptly as possible (including by filing when and as
      appropriate amendments and supplements thereto and to the related
      prospectus, and by making all required "Blue Sky" filings, if any) and to
      remain effective continuously until the earlier of (a) two years from the
      Closing Date, (b) such time as all of the Shares held by Purchaser may be
      sold pursuant to Rule 144 promulgated under the Securities Act on a single
      day without regard to volume limitations or (c) such time as all Shares
      have been sold. After the Registration Statement is declared effective
      under the Securities Act, the Company will furnish holders of Shares (and
      to each underwriter, if any, of the Shares) with such number of copies of
      the prospectus included in the Registration Statement as the holders may
      reasonably request to facilitate the resale of the Shares. Each Purchaser
      will cooperate in promptly


                                       10
<PAGE>

      providing all information or certificates required from it in order to be
      included as a selling stockholder on such Registration Statement. In the
      event that the Company shall fail to cause the Registration Statement to
      be declared effective within 90 days after the Closing Date, the Company
      shall pay to each holder of Shares, as compensation therefor, a cash
      payment equal to 1% of the product obtained by multiplying the Purchase
      Price and the number of Shares held by such holder. In addition, if the
      Registration Statement is not declared effective within 180 days after the
      Closing Date, the Company shall pay to each holder of Shares an additional
      cash payment equal to 2% of the product obtained by multiplying the
      Purchase Price and the number of Shares held by such holder for each 30
      day-period or part thereof that effectiveness of the Registration
      Statement is delayed beyond 180 days after the Closing Date. After the
      Closing Date, the Company shall not file or maintain any registration
      statement with the Securities and Exchange Commission under the Securities
      Act prior to the time it files the Registration Statement. The Company,
      upon reasonable request of a Purchaser, will meet with such Purchaser or a
      representative thereof at the Company's headquarters to discuss
      information relevant for disclosure in the Registration Statement covering
      the Shares, subject to appropriate confidentiality limitations as the
      Company may require.

      5.3   PURCHASER SALES PROCEDURES.

            (a) Each Purchaser agrees that such Purchaser will not effect any
      disposition of the Shares that would constitute a sale within the meaning
      of the Securities Act, except as contemplated in the Registration
      Statement, and that the Purchaser will promptly notify the Company of any
      changes in the information set forth in the Registration Statement
      regarding the Purchaser or such Purchaser's plan of distribution set forth
      in such Registration Statement.

            (b) For so long as the prospectus delivery requirement under the
      Securities Act is in effect, the Purchaser shall not make any sale of the
      Shares without complying with such requirement.

            (c) Notwithstanding the provisions of Section 5.2, each Purchaser
      acknowledges that there may occasionally be times when the Company must
      suspend the use of the prospectus forming a part of the Registration
      Statement if there then exists material, non-public information regarding
      the Company, of such a nature that the public disclosure of which would
      not, in the reasonable opinion of the Company, be appropriate at that
      time; provided, however, that the Company shall not suspend the use of the
      prospectus for a period or periods that, in the aggregate, exceed 90 days
      in any twelve-month period. The Purchaser hereby covenants that, prior to
      selling any Shares pursuant to the Registration Statement, the Purchaser
      shall notify the Company in writing of its intent to sell Shares. The
      Company shall have the two business days immediately following the date of
      delivery of such notice during which to notify the Purchaser of a


                                       11
<PAGE>

      suspension of the prospectus forming a part of the Registration Statement.
      During this two-day period, the Purchaser will not sell any Shares. If the
      Company notifies the Purchaser that use of the prospectus has been
      suspended, the Purchaser will not sell any Shares pursuant to said
      prospectus until such time that the Company gives the Purchaser notice
      (all such notices shall be given by the Company as promptly as practicable
      following the suspension notice) that the Purchaser may thereafter effect
      sales pursuant to said prospectus, from which time the Purchaser may sell
      shares for a period of ten business days without complying with the
      pre-sale notification requirements set forth above. The Purchaser further
      covenants to promptly notify the Company following the sale of all of the
      Purchaser's Shares.

      5.4 LISTING OF SHARES. The Company will, within twenty business days after
      the Closing Date, file with The Nasdaq Stock Market, Inc. a Notification
      of Listing of Additional Shares (together with the required listing fee),
      thereby listing the Shares on the NASDAQ National Market.

      5.5 FUTURE SALES BY THE COMPANY. The Company will not, without the prior
      written consent of General Electric Capital Corporation or its affiliate,
      which consent shall not be unreasonably withheld, for a period from the
      date hereof through the date that is 45 days following the initial
      effective date of the Registration Statement, offer, sell or contract to
      sell Common Stock at a price per share less than $15.36; provided,
      however, that such period shall be extended for the number of days, if
      any, during such period that the Company has suspended the use of the
      prospectus pursuant to Section 5.3(c) herein; and further provided, that
      the Company may (a) issue and sell Common Stock pursuant to any director
      or employee stock option or purchase plan of the Company and (b) issue
      Common Stock in connection with a merger or acquisition transaction or a
      licensing or strategic partnering transaction approved by the Board of
      Directors of the Company (and the stockholders, if required under
      applicable law or regulation).

      5.6 MARKET STAND-OFF. If requested by the managing underwriters in an
      underwritten offering composed primarily of newly issued shares of Common
      Stock, the Purchasers, or any assignees thereof, will not sell any of the
      Shares for up to 90 days (as requested by such underwriters) following
      such public.

6.    INDEMNIFICATION AND CONTRIBUTION.

      6.1 INDEMNIFICATION BY THE COMPANY. The Company will indemnify and hold
      harmless each Purchaser, and each other person, if any, who controls or is
      an affiliate of such Purchaser within the meaning of the Securities Act or
      the Exchange Act, against any losses, claims, damages or liabilities,
      joint or several, to which such Purchaser, controlling person or affiliate
      may become subject under the Securities Act, the Exchange Act, state
      securities or Blue Sky laws or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions


                                       12
<PAGE>

      in respect thereof) arise out of or are based upon any untrue statement or
      alleged untrue statement of any material fact contained in the
      Registration Statement under which the Shares were registered under the
      Securities Act, any preliminary prospectus or final prospectus contained
      in the Registration Statement, or any amendment or supplement to such
      Registration Statement, or arise out of or are based upon the omission or
      alleged omission to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading; and the Company
      will reimburse such Purchaser and each such controlling person and
      affiliate for any legal or any other expenses reasonably incurred by such
      Purchaser, controlling person or affiliate in connection with
      investigating or defending any such loss, claim, damage, liability or
      action; provided, however, that the Company will not be liable in any such
      case to the extent that any such loss, claim, damage or liability arises
      out of or is based upon any untrue statement or omission made in such
      Registration Statement, preliminary prospectus or final prospectus, or any
      such amendment or supplement, in reliance upon and in conformity with
      information furnished to the Company, in writing, by or on behalf of such
      Purchaser, controlling person or affiliate specifically for use in the
      preparation thereof.

      6.2 INDEMNIFICATION BY THE PURCHASERS. Each Purchaser, severally and not
      jointly, will indemnify and hold harmless the Company, each of its
      directors and officers and each person, if any, who controls the Company
      within the meaning of the Securities Act or the Exchange Act, against any
      losses, claims, damages or liabilities, joint or several, to which the
      Company, such directors and officers or controlling person may become
      subject under the Securities Act, Exchange Act, state securities or Blue
      Sky laws or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any untrue statement or alleged untrue statement of a material fact
      contained in any Registration Statement under which the Shares were
      registered under the Securities Act, any preliminary prospectus or final
      prospectus contained in the Registration Statement, or any amendment or
      supplement to the Registration Statement, or arise out of or are based
      upon any omission or alleged omission to state a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading, but only to the extent the statement or omission was made in
      reliance upon and in conformity with information relating to such
      Purchaser furnished in writing to the Company by or on behalf of such
      Purchaser specifically for use in connection with the preparation of such
      Registration Statement, prospectus, amendment or supplement; provided,
      however, that the obligations of each Purchaser hereunder shall be limited
      to an amount equal to the net proceeds to such Purchaser of Shares sold in
      connection with such registration.

      6.3 INDEMNIFICATION PROCEDURES. Each party entitled to indemnification
      under this Section 6 (the "Indemnified Party") shall give notice to the
      party required to provide indemnification (the "Indemnifying Party")
      promptly


                                       13
<PAGE>

      after such Indemnified Party has actual knowledge of any claim as to which
      indemnity may be sought, and shall permit the Indemnifying Party to assume
      the defense of any such claim or any litigation resulting therefrom;
      provided, that counsel for the Indemnifying Party, who shall conduct the
      defense of such claim or litigation, shall be approved by the Indemnified
      Party (whose approval shall not be unreasonably withheld); and, provided
      further, that the failure of any Indemnified Party to give notice as
      provided herein shall not relieve the Indemnifying Party of its
      obligations under this Section 6, unless and except to the extent that the
      Indemnifying Party is prejudiced by the failure of the Indemnified Party
      to provide timely notice. The Indemnified Party may participate in such
      defense at such party's expense; provided, however, that the Indemnifying
      Party shall pay such expense if representation of such Indemnified Party
      by the counsel retained by the Indemnifying Party would be inappropriate
      in the judgment of the Indemnified Party due to actual or potential
      differing interests between the Indemnified Party and any other party
      represented by such counsel in such proceeding. No Indemnifying Party, in
      the defense of any such claim or litigation shall, except with the consent
      of each Indemnified Party, consent to entry of any judgment or enter into
      any settlement which does not include as an unconditional term thereof the
      giving by the claimant or plaintiff to such Indemnified Party of a release
      from all liability in respect of such claim or litigation, and no
      Indemnified Party shall consent to entry of any judgment or settle such
      claim or litigation without the prior written consent of the Indemnifying
      Party.

      6.4 CONTRIBUTION. In order to provide for just and equitable contribution
      to joint liability under the Securities Act in any case in which either
      (a) any Purchaser, or any controlling person of any such Purchaser, makes
      a claim for indemnification pursuant to this Section 6 but it is
      judicially determined (by the entry of a final judgment or decree by a
      court of competent jurisdiction and the expiration of time to appeal or
      the denial of the last right of appeal) that such indemnification may not
      be enforced in such case notwithstanding the fact that this Section 6
      provides for indemnification in such case, or (b) contribution under the
      Securities Act may be required on the part of any such Purchaser or any
      such controlling person in circumstances for which indemnification is
      provided under this Section 6; then, in each such case, the Company and
      such Purchaser will contribute to the aggregate losses, claims, damages or
      liabilities to which they may be subject (after contribution from others)
      in such proportions so that such Purchaser is responsible for the portion
      represented by the percentage that the public offering price of its Shares
      offered by the Registration Statement bears to the public offering price
      of all securities offered by such Registration Statement, and the Company
      is responsible for the remaining portion; provided, however, that, in any
      such case, (x) no such Purchaser will be required to contribute any amount
      in excess of the net proceeds to it of all Shares sold by it pursuant to
      such Registration Statement and (y) no person or entity guilty of
      fraudulent misrepresentation, within the meaning of Section 11(f) of the
      Securities Act, shall


                                       14
<PAGE>

      be entitled to contribution from any person or entity who is not guilty of
      such fraudulent misrepresentation.

7.    RIGHT OF FIRST REFUSAL.

      7.1 LIMITATION ON FUTURE ISSUANCES. For a period of one year from the date
      hereof, the Company shall not issue, sell or exchange, or agree to issue,
      sell or exchange (a) any shares of its Common Stock or (b) any option,
      warrant or other right that is exercisable for, or convertible into,
      shares of its Common Stock (collectively, "Offered Securities"), unless in
      each such case the Company shall have first complied with this Section 7.

      7.2 PROCEDURE.

            (a) The Company shall deliver to each Purchaser a written notice of
      any proposed or intended issuance, sale or exchange of Offered Securities
      (the "Offer"), which Offer shall (i) identify and describe the Offered
      Securities, (ii) describe the price and other terms upon which they are to
      be issued, sold or exchanged, and the number or amount of the Offered
      Securities to be issued, sold or exchanged and (iii) offer to issue and
      sell to or exchange with such Purchaser that number of the Offered
      Securities which represents the same percentage of the total Offered
      Securities as the number of Shares held by such Purchaser represents of
      the total number of shares of Common Stock outstanding (the "Basic
      Amount"). Each Purchaser shall have the right, for a period of 10 business
      days following delivery of the Offer, to accept the Offer in the manner
      set forth below. The Offer by its term shall remain open and irrevocable
      for such 10-business day period. To accept an Offer, in whole or in part,
      a Purchaser must deliver a written notice to the Company prior to the end
      of the 10-business day period of the Offer, setting forth the portion of
      such Purchaser's Basic Amount that such Purchaser elects to purchase (the
      "Notice of Acceptance").

            (b) The Company shall have 60 days from the expiration of the
      10-business day period set forth above to issue, sell or exchange all or
      any part of such Offered Securities as to which a Notice of Acceptance has
      not been given by the Investors, but only upon terms and conditions which
      are not more favorable, in the aggregate, to the acquiring person or
      persons or less favorable to the Company than those set forth in the
      Offer.

            (c) Any Offered Securities not acquired by the Purchasers or other
      persons in accordance with Section 7.2 may not be issued, sold or
      exchanged until they are again offered to the Purchasers under the
      procedures specified in this Section 7.

      7.3 EXCLUDED ISSUANCES. The rights of the Purchasers under this Section 7
      shall not apply to:


                                       15
<PAGE>

            (a) Common Stock issued as a stock dividend to holders of Common
      Stock or upon any subdivision or combination of shares of Common Stock;

            (b) the issuance of shares of Common Stock, or options exercisable
      therefor, to employees, consultants, directors, equipment lessors or banks
      (in commercial bank financing arrangements) or similar institutional
      credit financing sources;

            (c) securities issued solely in consideration for the acquisition
      (whether by merger or otherwise) by the Company or any of its subsidiaries
      of stock or assets of any other entity, or in connection with a licensing
      or strategic partnering transaction approved by the Board of Directors of
      the Company (and the stockholders, if required under applicable law or
      regulation); or

            (d) shares of Common Stock sold by the Company in an underwritten
      public offering pursuant to an effective registration statement under the
      Securities Act.

8.    MISCELLANEOUS.

      8.1 ASSIGNABILITY. This Agreement, and the rights and obligations of the
      Purchaser hereunder, may not be assigned in whole or in part by Purchaser
      to any person or entity other than to an affiliate of such Purchaser or
      its ultimate parent entity.

      8.2 CONFIDENTIALITY. Purchaser agrees that it will keep confidential and
      will not disclose or divulge any confidential, proprietary or secret
      information which Purchaser may obtain from the Company pursuant to this
      Agreement, unless such information is known, or until such information
      becomes known, to the public; provided, however, that Purchaser may
      disclose such information (a) to its attorneys, accountants, consultants
      and other professionals to the extent necessary to obtain their services
      in connection with its investment in the Company, (b) to any prospective
      purchaser of any Shares from a Purchaser as long as such prospective
      purchaser agrees in writing to be bound by the provisions of this Section
      or (c) to any affiliate of a Purchaser; subject, in each case, to the
      agreement of such party to keep such information confidential as set forth
      herein.

      8.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All agreements,
      representations and warranties contained herein shall survive the
      execution and delivery of this Agreement and the closing of the
      transactions contemplated hereby.

      8.4 NOTICES. All notices, requests, consents and other communications
      under this Agreement shall be in writing and shall be delivered by hand,
      sent via a


                                       16
<PAGE>

      reputable nationwide overnight courier service, transmitted via facsimile
      with hard copy via U.S. mail, or mailed by first class certified or
      registered mail, return receipt requested, postage prepaid:

            If to the Company, at White Pine Software, Inc., 542 Amherst Street,
            Nashua, New Hampshire 03063, Attention: Chief Executive Officer, or
            at such other address as may have been furnished in writing by the
            Company to the Purchaser, with a copy to: Mark L. Johnson, Esq.,
            Foley, Hoag & Eliot LLP, One Post Office Square, Boston,
            Massachusetts 02109; or

            If to any Purchaser, at its address as indicated on Exhibit A below,
            or at such other address or addresses as may have been furnished in
            writing by the Purchaser to the Company.

      Notices provided in accordance with this Section 8.4 shall be deemed
      delivered upon personal delivery, one business day after being sent via a
      reputable nationwide overnight courier service for next business day
      delivery, or two business days after deposit in the mail and on the next
      business day following transmittal via facsimile.

      8.5 EXPENSES. The Company and each Purchaser each agree to indemnify and
      save the other harmless from and against any and all claims, liabilities
      or obligations with respect to brokerage or finders' fees or commissions
      in connection with the transactions contemplated by this Agreement
      asserted by any person on the basis of any agreement, statement or
      representation alleged to have been made by such indemnifying party. The
      Company shall pay its own expenses, including attorneys' fees, and the
      reasonable fees and out-of-pocket expenses of one legal counsel for CFE,
      Inc.

      8.6 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
      understanding between the parties hereto with respect to the subject
      matter hereof and supersedes all prior agreements and understandings
      relating to such subject matter.

      8.7 AMENDMENT AND WAIVER. Except as otherwise expressly set forth in this
      Agreement, any term of this Agreement may be amended and the observance of
      any term of this Agreement may be waived (either generally or in a
      particular instance and either retroactively or prospectively), with the
      written consent of the Company and of Purchasers holding in the aggregate
      not less than two-thirds (67%) of all the Shares then outstanding and held
      by the Purchasers. Any amendment or waiver effected in accordance with
      this Section 6.7 shall be binding upon each holder of any Shares. No
      waivers of or exceptions to any term, condition or provision of this
      Agreement, in any one or more instances, shall be deemed to be, or
      construed as, a further or continuing waiver of any such term, condition
      or provision.


                                       17
<PAGE>

      8.8 COUNTERPARTS. This Agreement may be executed in one or more
      counterparts, each of which shall be deemed to be an original, but all of
      which shall be one and the same document.

      8.9 SEPARATE AGREEMENT WITH EACH PURCHASER. While this Agreement is being
      executed in multiple counterparts with multiple Purchasers, the
      transaction with each Purchaser shall be considered a separate transaction
      and none of the rights or obligations of any Purchaser shall be the in any
      way affected by actions of any other Purchasers except to the extent that
      Purchasers are required by the terms hereof to act as a group.

      8.10 HEADINGS. The section headings are for the convenience of the parties
      and in no way alter, modify, amend, limit or restrict the contractual
      obligations of the parties.

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

      8.12 GOVERNING LAW. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Delaware, without reference to
      the choice of law provisions thereof.

                                  *     *     *


                                       18
<PAGE>

      Executed as of the date first written above.

                                     WHITE PINE SOFTWARE, INC.


                                     By:______________________________
                                        Killko A. Caballero
                                        Chief Executive Officer


PURCHASER:

Shares Purchased   Dollars Invested
----------------   ----------------

325,521            $5,000,003


CFE, Inc.
---------
(Purchaser's name here)


/ /   Check this box to indicate that the undersigned is acting as
      attorney-in-fact for certain advisory client Purchasers with respect to
      which it has discretionary authority.

                                     By:_______________________________

                                     Name:_____________________________

                                     Title:____________________________

                                     Date:_____________________________

                                     Address for delivery of shares:

                                     __________________________________

                                     __________________________________


                                       19
<PAGE>

                                                                       Exhibit A

                               LIST OF PURCHASERS

   Purchaser                                                            Dollars
Name and Address                                  Shares Purchased     Invested
----------------                                  ----------------     --------

CFE, Inc.                                              325,521        $5,000,003
c/o General Electric Capital Corporation
10 South LaSalle
Suite 2700
Chicago, IL 60603
Attention: White Pine Account Manager

Phone: 312.419.0985
Fax:   312.419.5992

with copies to:

General Electric Capital Corporation
335 Madison Avenue
12th Floor
New York, NY 10017
Attention: Morty White

Phone: 212.370.8058
Fax:   212.309.8783

and

General Electric Capital Corporation
201 High Ridge Road
Stamford, CT 06927
Attention: Corporate Counsel/Commercial Finance

Phone: 203.316.7500
Fax:   203.316.7822


                                       20
<PAGE>

      Executed as of the date first written above.

                                     WHITE PINE SOFTWARE, INC.


                                     By:______________________________
                                        Killko A. Caballero
                                        Chief Executive Officer


PURCHASER:

Shares Purchased   Dollars Invested
----------------   ----------------

325,521            $5,000,003


CFE, Inc.
---------
(Purchaser's name here)


/ /   Check this box to indicate that the undersigned is acting as
      attorney-in-fact for certain advisory client Purchasers with respect to
      which it has discretionary authority.

                                     By: /s/ Erin L. Murphy
                                        -------------------------------

                                     Name: ERIN L. MURPHY
                                          -----------------------------

                                     Title: Duly Authorized Signatory
                                           ----------------------------

                                     Date: 12/29/99
                                          -----------------------------

                                     Address for delivery of shares:

                                     __________________________________

                                     __________________________________


                                       19
<PAGE>

      Executed as of the date first written above.

                                     WHITE PINE SOFTWARE, INC.


                                     By: /s/ Killko A. Caballero
                                         ------------------------------
                                         Killko A. Caballero
                                         Chief Executive Officer


PURCHASER:

Shares Purchased   Dollars Invested
----------------   ----------------

325,521            $5,000,003


CFE, Inc.
---------
(Purchaser's name here)


/ /   Check this box to indicate that the undersigned is acting as
      attorney-in-fact for certain advisory client Purchasers with respect to
      which it has discretionary authority.

                                     By:_______________________________

                                     Name:_____________________________

                                     Title:____________________________

                                     Date:_____________________________

                                     Address for delivery of shares:

                                     __________________________________

                                     __________________________________


                                       20