SHARES OF COMMON STOCK
EQUAL TO 50% OF THE NUMBER OF SHARES TO BE PURCHASED BY SUCH PURCHASER, IN
SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT B (THE "WARRANTS"), AND (III)
ADDITIONAL INVESTMENT RIGHTS, IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS
EXHIBIT C (THE "AIRS"), PURSUANT TO WHICH EACH PURCHASER MAY HAVE THE RIGHT TO
PURCHASE, AND THE COMPANY SHALL BE REQUIRED TO SELL, ADDITIONAL SHARES OF COMMON
STOCK, IN EACH CASE, AS SET FORTH OPPOSITE EACH SUCH PURCHASER'S NAME ON EXHIBIT
A HERETO, AT A PRICE PER SHARE AND RELATED WARRANTS AND AIRS OF $2.40 FOR AN
AGGREGATE PURCHASE PRICE TO THE COMPANY FROM ALL PURCHASERS OF $2,735,006.40
(THE "PURCHASE PRICE"). THE COMPANY AND THE PURCHASERS ARE EXECUTING AND
DELIVERING THIS AGREEMENT IN ACCORDANCE WITH AND IN RELIANCE UPON THE EXEMPTION
FROM SECURITIES REGISTRATION AFFORDED BY SECTION 4(2) OF THE U.S. SECURITIES ACT
OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE
"SECURITIES ACT"), INCLUDING REGULATION D ("REGULATION D"), AND/OR UPON SUCH
OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS MAY
BE AVAILABLE WITH RESPECT TO ANY OR ALL OF THE INVESTMENTS TO BE MADE HEREUNDER.
SECTION 1.2
PURCHASE PRICE AND CLOSING. THE
COMPANY AGREES TO ISSUE AND SELL TO THE PURCHASERS AND, IN CONSIDERATION OF AND
IN EXPRESS RELIANCE UPON THE REPRESENTATIONS, WARRANTIES, COVENANTS, TERMS AND
CONDITIONS OF THIS AGREEMENT, THE PURCHASERS, SEVERALLY BUT NOT JOINTLY, AGREE
TO PURCHASE THE NUMBER OF SHARES, WARRANTS AND AIRS SET FORTH OPPOSITE THEIR
RESPECTIVE NAMES ON EXHIBIT A. THE CLOSING OF THE PURCHASE AND SALE OF THE
SHARES, WARRANTS AND AIRS TO BE ACQUIRED BY THE PURCHASERS FROM THE COMPANY
UNDER THIS AGREEMENT SHALL TAKE PLACE AT THE OFFICES OF THE COMPANY LOCATED AT
229 ANDOVER STREET, WILMINGTON, MASSACHUSETTS 01887 (THE "CLOSING") AT 10:00
A.M., EASTERN TIME (I) ON OR BEFORE DECEMBER 22, 2004, PROVIDED, THAT ALL OF THE
CONDITIONS SET FORTH IN ARTICLE IV HEREOF AND APPLICABLE TO THE CLOSING SHALL
HAVE BEEN FULFILLED OR WAIVED IN ACCORDANCE HEREWITH, OR (II) AT SUCH OTHER TIME
AND PLACE OR ON SUCH DATE AS THE PURCHASERS AND THE COMPANY MAY AGREE UPON (THE
"CLOSING DATE"). THE
ENTIRE PURCHASE PRICE SHALL BE PAID BY THE PURCHASERS IN CASH, BY WIRE TRANSFER
OR IN READILY AVAILABLE FUNDS.
SECTION 1.3
WARRANTS. AT THE CLOSING,
THE COMPANY SHALL ISSUE TO EACH PURCHASER SUCH NUMBER OF WARRANTS TO PURCHASE
SHARES OF COMMON STOCK AS IS SET FORTH OPPOSITE SUCH PURCHASER'S NAME ON EXHIBIT
A HERETO. THE WARRANTS SHALL BE EXERCISABLE FOR FIVE (5) YEARS FROM THE DATE OF
ISSUANCE AND SHALL HAVE AN INITIAL EXERCISE PRICE EQUAL TO $3.00.
Section 1.4
AIRs. At the Closing, the
Company shall issue to each Purchaser such number of AIRs to purchase shares of
Common Stock as is set forth opposite such Purchaser's name on Exhibit A hereto.
The AIRs shall be exercisable at any time on or after the date of the issuance
of the AIR and on or prior to the 90th