<PAGE>
                                                                     EXHIBIT 4.1


                         COMMON STOCK PURCHASE AGREEMENT

        This Common Stock Purchase Agreement (this "AGREEMENT") is made and
effective as of November 30, 2001 by and among General Magic, Inc., a Delaware
corporation (the "COMPANY"), and the Purchasers identified in the signature
pages attached hereto (each a "PURCHASER" and, collectively, the "PURCHASERS").

        WHEREAS, subject to the terms and conditions set forth in this
Agreement, the Company desires to sell to the Purchasers and the Purchasers
severally desire to purchase from the Company an aggregate of up to 15,500,000
shares of the Company's common stock, $0.001 par value per share (the "COMMON
STOCK"), for a purchase price per share (each a "SHARE" and, collectively, the
"SHARES") equal to 75% of the average closing bid price of the Common Stock
during the five trading days prior to December 3, 2001 (the "PURCHASE PRICE").

        NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchasers agree
as follows:

        1.      CLOSING.

        (a) The closing of the purchase and sale of the Shares contemplated
hereby (the "CLOSING") shall take place at the offices of Robinson Silverman
Pearce Aronsohn & Berman LLP, 1290 Avenue of the Americas, New York, New York
10104, on the date of this Agreement or on such other date as the parties shall
agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
At the Closing: (x) the Company shall deliver to each Purchaser (i)
electronically through The Depository Trust Company DWAC system to the account
designated opposite such Purchaser's name on Schedule A hereto, the number of
Shares equal to the quotient obtained by dividing (a) the purchase price set
forth below such Purchaser's signature to this Agreement by (b) the Purchase
Price, (ii) a prospectus supplement with respect to the Registration Statement
(as defined in Section 2(e)) disclosing the sale of the Shares (the
"SUPPLEMENT"), (iii) the legal opinion of the Company's outside counsel in
agreed form, and (iv) an executed copy of this Agreement; and (y) each Purchaser
shall deliver to the Company (i) the purchase price set forth below such
Purchaser's signature to this Agreement, in immediately available funds by wire
transfer to an account designated in writing by the Company for such purpose,
and (ii) an executed copy of this Agreement.

        (b) The obligation of the Purchasers to purchase and acquire Shares
under this Agreement is subject to the fulfillment (or waiver by such Purchaser)
of the following conditions:

        (i)     The Company shall have filed the Supplement with the Securities
                and Exchange Commission (the "COMMISSION").

        (ii)    The Registration Statement shall be effective on the Closing
                Date as to all Shares, not subject to any threatened or actual
                stop order and, as amended or supplemented by any supplement,
                including the Supplement, issued in

<PAGE>


                connection therewith, will not on the Closing Date contain any
                untrue statement of material fact or omit to state any material
                fact required to be stated therein or necessary to make the
                statements therein not misleading. The Company has advised the
                Purchasers that the Registration Statement contains a typo on
                page 11 (the number "909,870" should read "9,909,870") (the
                "TYPO"), and the Company has advised the Purchasers that the
                Typo will be corrected in the Supplement.

        (iii)   The Company shall have secured the listing of the Shares on the
                Nasdaq National Market.

        (iv)    The Company shall have provided a certificate from a duly
                authorized officer certifying on behalf of the Company that each
                of the conditions set forth in this Section 1(b) shall have been
                satisfied.

        2.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby makes the following representations and warranties to the Purchasers:

        (a)     Organization and Qualification. The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Delaware with the requisite corporate power and authority to own and
use its properties and assets and to carry on its business as currently
conducted. The Company is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which
the nature of the business conducted or property owned by it makes such
qualification necessary other than those in which the failure so to qualify
would not have a material adverse effect on the Company's financial condition.

        (b)     Authorization. The Company has the requisite corporate power and
authority to enter into and to consummate the transaction contemplated by this
Agreement and otherwise to carry out its obligations hereunder. The execution
and delivery of this Agreement by the Company and the consummation of the
transaction contemplated hereby have been duly authorized by all necessary
action on the part of the Company and no further action is required by the
Company. This Agreement has been duly executed by the Company and, when
delivered in accordance with the terms hereof, assuming the valid execution
thereof by the Purchasers, will constitute the valid and binding obligation of
the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of, creditors'
rights and remedies or by other equitable principles of general application.

        (c)     No Conflicts. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transaction
contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Company's certificate of incorporation, bylaws or other charter
documents (each as amended through the date hereof), or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment,
                                      -2-
<PAGE>


acceleration or cancellation (with or without notice, lapse of time or both) of,
any agreement, credit facility, debt or other instrument or other understanding
to which the Company is a party or by which any material property or asset of
the Company is bound or affected, or (iii) result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of
any court or governmental authority to which the Company is subject, except, in
the case of this clause (iii), for such violations which would not, individually
or in the aggregate, have a material adverse effect on the Company's financial
condition.

        (d)     Issuance of the Shares. The Shares are duly authorized and, when
issued and paid for in accordance with the terms hereof, will be duly and
validly issued, fully paid and nonassessable. The Company has reserved a
sufficient number of duly authorized shares of Common Stock to issue all of the
Shares. At the Closing, the Shares shall have been listed for trading on the
Nasdaq National Market.

        (e)     Registration Statement. The Company's Registration Statement on
Form S-3 (No. 333-66126) (the "REGISTRATION STATEMENT"), as amended by Amendment
No. 4 to the Registration Statement (filed with the Commission on November 26,
2001), was declared effective by the Commission on November 27, 2001. The
Registration Statement is effective on the date hereof and the Company has not
received notice that the Commission has issued or intends to issue a stop order
with respect to the Registration Statement or that the Commission otherwise has
suspended or withdrawn the effectiveness of the Registration Statement, either
temporarily or permanently, or intends or has threatened in writing to do so.
Except for the Typo, the Registration Statement (including the information or
documents incorporated by reference therein), as of the time it was declared
effective, and any amendments or supplements thereto, each as of the time of
filing, did not contain any untrue statement of material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading. The issuance of the Shares to the Purchasers
is registered by the Registration Statement.

        (f)     Certain Fees. The Purchasers shall have no obligation with
respect to any fees incurred by the Company or any other Person (other than the
Purchasers, if the Purchasers have agreed in writing to pay such fees) or with
respect to any claims made by or on behalf of other Persons for fees or
commissions payable by the Company to any broker, financial advisor or
consultant, finder, placement agent, investment banker, bank or other Person,
that may be due in connection with the transactions contemplated by this
Agreement. The Company shall indemnify and hold harmless the Purchasers, their
employees, officers, directors, agents, and partners, and their affiliates, from
and against all claims, losses, damages, costs (including the costs of
preparation and attorney's fees) and expenses suffered in respect of any such
claimed or existing fees incurred by the Company or any other Person (other than
the Purchasers, if the Purchasers have agreed in writing to pay such fees), as
such fees and expenses are incurred. "PERSON" means any court or other federal,
state, local or other governmental authority or other individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.

                                      -3-
<PAGE>

        (g)     Disclosure. Neither the Company nor any other Person acting on
its behalf has provided the Purchasers or their agents or counsel with any
information that the Company believes constitutes material non public
information.

        (h)     No Violation. The issuance and sale of the Shares hereunder does
not conflict with or violate any rules or regulations of the Nasdaq National
Market. Notwithstanding the foregoing, the Company makes no representation as to
its compliance or noncompliance with NASD Rule 4310(c)(17).

        (i)     SEC Reports; Financial Statements. The Company has filed all
reports required to be filed by it under the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT"), for the twelve months preceding the date hereof
(collectively, "SEC REPORTS") on a timely basis or has received a valid
extension of such time of filing and has filed any such SEC Reports prior to the
expiration of any such extension; provided, however, that in connection with the
Commission's review of the Registration Statement, the Company filed the
following: (1) an amendment to its Current Report on Form 8-K (originally filed
with the Commission on February 2, 2000) on November 9, 2001, (2) Amendment No.
1 to its Quarterly Report on Form 10-Q for the period ended June 30, 2001, on
November 13, 2001, and Amendments Nos. 1 and 2 to its Quarterly Report on Form
10-Q for the period ended September 30, 2001, on November 21, 2001
(collectively, the "AMENDED REPORTS"). Subject to the filing of the Amended
Reports, as of their respective dates, the SEC Reports complied in all material
respects with the requirements of the Securities Act and the Exchange Act and
the rules and regulations of the Commission promulgated thereunder, and none of
the SEC Reports, when filed, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. The financial statements of the Company
included in the SEC Reports (as amended or modified by the SEC Reports) comply
in all material respects with applicable accounting requirements and the rules
and regulations of the Commission with respect thereto as in effect at the time
of filing. Such financial statements (as amended or modified by the SEC Reports)
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis during the periods involved, except as may be
otherwise specified in such financial statements or the notes thereto, and
fairly present in all material respects the financial position of the Company
and its consolidated subsidiaries as of and for the dates thereof and the
results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal year-end audit adjustments.

        3.      REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each Purchaser
hereby for itself and for no other Purchaser, represents, warrants and covenants
to the Company as follows:

        (a)     Organization; Authorization. Such Purchaser is an entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation. Such Purchaser has full right, power,
authority and capacity to enter into this Agreement and to consummate the
transactions contemplated hereby and has taken all necessary action to authorize
the execution, delivery and performance of this Agreement. Upon the execution
and delivery of

                                      -4-
<PAGE>

this Agreement, and assuming the valid execution thereof by the Company, this
Agreement shall constitute the valid and binding obligation of such Purchaser
enforceable in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation, conservatorship, receivership or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.

        (b)     No Conflicts. The execution, delivery and performance of this
Agreement and the consummation by the Purchaser of the transactions contemplated
hereby or relating hereto do not and will not result in a violation of
Purchaser's charter documents or bylaws.

        (c)     Purchaser Status. Such Purchaser is an "accredited investor" as
defined in Rule 501(a) under the Securities Act. Such Purchaser is not a
registered broker-dealer.

        (d)     No Governmental Review. Such Purchaser understands that no
United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Shares or
on the fairness or suitability of the investment in the Shares nor have such
authorities passed upon or endorsed the merits of the offering of the Shares.

        4.      OTHER AGREEMENTS OF THE PARTIES.

        (a)     Disclosure of Material Non-Public Information. The Company shall
not and shall cause each of its Affiliates (as defined in Rule 405 under the
Securities Act) and other Persons acting on behalf of the Company not to divulge
to any Purchaser or any of its known agents any information that it believes to
be material non-public information unless such Purchaser has agreed in writing
to receive such information prior to such divulgence.

        (b)     Limitations on Future Transactions. The Company will not enter
into any transaction that might be integrated with the transactions contemplated
by this Agreement for purposes of the rules and regulations of the Nasdaq Stock
Market unless, prior to the consummation of such transaction, the Company
receives written advice from the Nasdaq Stock Market that the consummation of
such transaction, if integrated with the transactions contemplated by this
Agreement, would not cause the transactions contemplated by this Agreement to
violate the rules and regulations of the Nasdaq Stock Market, or unless, prior
to the consummation of such transaction, the Company complies with the NASD's
Marketplace Rules in effect at such time.

        (c)     Certain Trading Restrictions. Each Purchaser covenants and
agrees that from the date of this Agreement through the date on which the
Purchaser no longer holds Shares, neither such Purchaser nor any domestic or
international entity managed by such Purchaser will establish a short position
in the Common Stock in any accounts managed by such Purchaser or by such entity.

                                      -5-
<PAGE>

        (d)     Use of Proceeds. The Company shall use the proceeds from the
sale of the Shares hereunder for working capital purposes and not for the
prepayment of any portion of the Company's 5% secured subordinated notes due
April 15, 2003, or to redeem any Company equity or equity-equivalent securities,
or to extend loans to any officers or directors of the Company.

    5.  MISCELLANEOUS.

        (a)     Fees and Expenses. Except as contemplated in Section 5(e), each
party shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to
the negotiation, preparation, execution, delivery and performance of this
Agreement. The Company shall pay all stamp and other taxes and duties levied in
connection with the issuance of the Shares.

        (b)     Publicity. Neither the Company nor the Purchasers shall issue
any press release or make any other public announcement relating to this
Agreement unless (i) the content thereof is mutually agreed to by the Company
and the Purchasers, or (ii) such party is advised by its counsel that such press
release or public announcement is required by law; except that no press release
issued to disclose the issuance and sale of the Shares to the Purchasers will
refer to the Purchasers by name without consent of such Purchaser.

        (c)     Entire Agreement; Amendments. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral or written, with
respect to such matters, which the parties acknowledge have been merged into
such documents, exhibits and schedules. This Agreement may not be modified or
amended except pursuant to an instrument in writing signed by the Company and
each Purchaser. The waiver by either party hereto of any right hereunder or the
failure to perform or of a breach by the other party shall not be deemed a
waiver of any other right hereunder or of any other breach or failure by said
other party whether of a similar nature or otherwise.

        (d)     Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section prior to 6:30 p.m. (New York City
time) on a business day, (ii) the business day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
number specified in this Agreement later than 6:30 p.m. (New York City time) on
any date and earlier than 11:59 p.m. (New York City time) on such date, (iii)
the business day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and communications
shall be as follows:

        If to the Company:          General Magic, Inc.
                                    420 North Mary Avenue,
                                    Sunnyvale, CA 94085

                                      -6-
<PAGE>

                                    Facsimile No.: (408) 774-4014
                                    Attn: Chief Financial Officer

        If to the Purchasers:       To the address set forth under such
                                    Purchaser's name on the signature pages
                                    attached hereto.

    or such other address as may be designated in writing hereafter, in the
same manner, by such Person.

        (e)     Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement
(whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the state and
federal courts sitting in the City of New York, Borough of Manhattan. Each party
hereto hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the City of New York, Borough of Manhattan for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of this Agreement), and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is improper. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Each party hereto hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby. If either party shall commence an action or
proceeding to enforce any provisions of this Agreement, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for
its attorneys fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.

        (f)     Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

                                      -7-
<PAGE>

        (g)     Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser under this Agreement is several and not joint with
the obligations of any other Purchaser and no Purchaser shall be responsible in
any way for the performance of the obligations of any other Purchaser under this
Agreement. Nothing contained herein, and no action taken by any Purchaser
pursuant hereto, shall be deemed to constitute the Purchasers as a partnership,
an association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert with respect to
such obligations or the transactions contemplated by this Agreement. Each
Purchaser shall be entitled to independently protect and enforce its rights,
including without limitation the rights arising out of this Agreement, and it
shall not be necessary for any other Purchaser to be joined as an additional
party in any proceeding for such purpose.



       *      *      *      *      *       *      *      *      *      *

                                      -8-
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

                             GENERAL MAGIC, INC.


                             By: /s/ Kathleen M. Layton
                                 -----------------------------------
                                 Name: Kathleen M. Layton
                                 Title: President and Chief Executive Officer




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGE OF PURCHASERS FOLLOWS]




























                                      -9-

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

                             ZLP MASTER FUND, LTD.

                             By: /s/ Stuart J. Zimmer
                                 -----------------------------------
                             Name: Stuart J. Zimmer
                             Title: Director


                             Purchase Price: $1,000,000



                             Address for Notice:
                             Zimmer Lucas Partners, LLC
                             45 Broadway--28th Floor
                             New York, NY 10006
                             Attn: Rita Patel

        With copies to:      Robinson Silverman Pearce Aronsohn & Berman LLP
                             1290 Avenue of the Americas
                             New York, NY 10104
                             Facsimile No.: (212) 541-4630 and (212) 541-1432
                             Attn: Eric L. Cohen, Esq.

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

                             STRONG RIVER INVESTMENTS, LTD.

                             By: /s/  Kenneth Henderson
                                 -----------------------------------
                                 Kenneth Henderson, Attorney-in-fact



                             Purchase Price: $500,000
                                             1,562,500 shares



                             Address for Notice:
                             660 Madison Avenue
                             18th floor
                             New York, NY 10021
                             Attn: Avi Vigder
                             Facsimile No.: (212) 651-9010

        With copies to:      Robinson Silverman Pearce Aronsohn & Berman LLP
                             1290 Avenue of the Americas
                             New York, NY 10104
                             Facsimile No.: (212) 541-4630 and (212) 541-1432
                             Attn: Eric L. Cohen, Esq.

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

                             [PURCHASER] VERTICAL VENTURES, LLC

                             By: /s/ Joshua Silverman
                                 -----------------------------------
                                 Joshua Silverman
                                 Partner

                             Purchase Price: $[ ] 1,562,500 shares
                                             $.32
                                             $500,000 USD

                             Address for Notice:
                             []

        With copies to:      Robinson Silverman Pearce Aronsohn & Berman LLP
                             1290 Avenue of the Americas
                             New York, NY 10104
                             Facsimile No.: (212) 541-4630 and (212) 541-1432
                             Attn: Eric L. Cohen, Esq.

                                      -10-
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

                             CRESCENT INTERNATIONAL LTD.

                             By: /s/ [signature illegible]
                                 -----------------------------------



                       Purchase Price: $500,000 (USD Five Hundred Thousand only)
                       Share #:        1,562,500


                       Address for Notice:

                       Crescent International Ltd
                       C/O GreenLight (Switzerland) SA
                       84, Av. Louis-Casai
                       CH 1216 COINTRIN, Geneva
                       Switzerland
                       Tel.: +41 22 791 7256
                       Fax: +41 22 929 5394
                       Contact: Maxi Brezzi

      With copies to:  Robinson Silverman Pearce Aronsohn & Berman LLP
                       1290 Avenue of the Americas
                       New York, NY 10104
                       Facsimile No.: (212) 541-4630 and (212) 541-1432
                       Attn: Eric L. Cohen, Esq.

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

                             THE ISOSCELES FUND LIMITED

                             By: /s/ Andrew Dipkin          /s/ Sharon L. Albury
                                 -----------------------------------------------
                                 INTER CARIBBEAN SERVICES (BAHAMAS) LTD.



                             Purchase Amount:     330,000 Shares
                             Purchase Price:      $0.32
                             Total Consideration: $105,600 (ONE HUNDRED AND FIVE
                                                  THOUSAND US DOLLARS ONLY


                             Address for Notice:
                             THE ISOSCELES FUND LTD
                             [LINE ILLEGIBLE]
                             3rd Floor
                             Shirley & Charlotte Streets
                             Nassau, Bahamas
                             Tel: (242) 356 5928
                             Facsimile: (242) 356 0223
                             Attn: M/s Sudba Sundaram

        With copies to:      Robinson Silverman Pearce Aronsohn & Berman LLP
                             1290 Avenue of the Americas
                             New York, NY 10104
                             Facsimile No.: (212) 541-4630 and (212) 541-1432
                             Attn: Eric L. Cohen, Esq.

                                      -10-
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

                             [PURCHASER]
                             EURAM CAP STRAT. "A" FUND LIMITED
                             PRESIDENT -- JMJ CAPITAL, INC.
                             THE INVESTMENT MANAGER

                             By: /s/ [SIGNATURE ILLEGIBLE]
                                 -----------------------------------
                                 [NAME ILLEGIBLE]


                             Purchase Price: $[ ] $500,000.00


                             Address for Notice: 666 Dundee Road, Suite 1901
                             [ ]                 Northbrook, IL 60062


        With copies to:      Robinson Silverman Pearce Aronsohn & Berman LLP
                             1290 Avenue of the Americas
                             New York, NY 10104
                             Facsimile No.: (212) 541-4630 and (212) 541-1432
                             Attn: Eric L. Cohen, Esq.

                                      -10-

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

                  [PURCHASER] ALPHA CAPITAL AKTIENGESELLSCHAFT

                              By: /s/ Konrad Ackermann
                                 -----------------------------------
                                 Konrad Ackermann, Director


                              Purchase Price: $[ ]

                             Address for Notice:
                             [ ]

        With copies to:      Robinson Silverman Pearce Aronsohn & Berman LLP
                             1290 Avenue of the Americas
                             New York, NY  10104
                             Facsimile No.: (212) 541-4630 and (212) 541-1432
                             Attn: Eric L. Cohen, Esq.

                                      -10-

<PAGE>




        IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

                             [PURCHASER]

                             By: /s/ [SIGNATURE ILLEGIBLE]
                                 -----------------------------------------------
                                 Director, 01144 Ltd.


                             Purchase Price: $[ ] 100,000.00


                             Address for Notice:
                             []

        With copies to:      Robinson Silverman Pearce Aronsohn & Berman LLP
                             1290 Avenue of the Americas
                             New York, NY 10104
                             Facsimile No.: (212) 541-4630 and (212) 541-1432
                             Attn: Eric L. Cohen, Esq.

                                      -10-

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

                        [PURCHASER]

                        By: /s/ M. Funkelstein (Stonestreet Limited Partnership)
                            ----------------------------------------------------


                        Purchase Price: $[ ] $500,000


                        Address for Notice:
                        [ ]

   With copies to:      Robinson Silverman Pearce Aronsohn & Berman LLP
                        1290 Avenue of the Americas
                        New York, NY 10104
                        Facsimile No.: (212) 541-4630 and (212) 541-1432
                        Attn: Eric L. Cohen, Esq.

                                      -10-

<PAGE>




        IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

                             [PURCHASER]

                             By: /s/ [SIGNATURE ILLEGIBLE]
                                 -----------------------------------------------
                                 General Partner


                             Purchase Price: $[ ] 500,000.00



                             Address for Notice: c/o Palisades Equity Fund, LP
                             [ ]

        With copies to:      Robinson Silverman Pearce Aronsohn & Berman LLP
                             1290 Avenue of the Americas
                             New York, NY 10104
                             Facsimile No.: (212) 541-4630 and (212) 541-1432
                             Attn: Eric L. Cohen, Esq.

                                      -10-