WIRE ONE TECHNOLOGIES INC
ASSET PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>3
<FILENAME>d26455_ex10-44.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>

                            ASSET PURCHASE AGREEMENT
                             made as of May 30, 2001
                                  by and among
                          WIRE ONE TECHNOLOGIES, INC.,
                            GEOVIDEO NETWORKS, INC.,
                       THOMAS WEISEL CAPITAL PARTNERS LLC,
                        CREST COMMUNICATIONS PARTNERS LP,
                           EAST RIVER VENTURES II L.P.
                                       and
                            LUCENT TECHNOLOGIES, INC.



<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1.  Definitions................................................................1

    1.1  "Assets"..............................................................1
    1.2  "Business Day"........................................................2
    1.3  "Closing".............................................................2
    1.4  "Closing Date"........................................................3
    1.5  "Closing Shares"......................................................3
    1.6  "Shares"..............................................................3
    1.7  "Warrant Shares"......................................................3

2.  Purchase of Assets and Purchase Price......................................3

    2.1  Purchase of Assets....................................................3
    2.2  Non-Assumption of Liabilities.........................................3
    2.3  Closing Deliveries....................................................4
    2.4  Purchase Price........................................................5
    2.5  Allocation of Purchase Price..........................................5

3.  Representations and Warranties of GEO......................................5

    3.1  Organization and Standing.............................................5
    3.2  Authorization and Binding Obligations.................................5
    3.3  No Contravention......................................................6
    3.4  Title to Assets.......................................................6
    3.5  Litigation............................................................6
    3.6  No Liabilities........................................................6
    3.7  No Misleading Statements..............................................6

4.  Representations and Warranties of the Sellers..............................7

    4.1  Authorization and Binding Obligations.................................7
    4.2  No Contravention......................................................7
    4.3  No Misleading Statements..............................................7
    4.4  Securities Act Matters................................................7

5.  Representations and Warranties of Buyer....................................9

    5.1  Organization and Standing.............................................9
    5.2  Authorization and Binding Obligations.................................9
    5.3  No Contravention.....................................................10
    5.4  Issuance of the Shares and the Warrants..............................10
    5.5  SEC Filings..........................................................10
    5.6  No Misleading Statements.............................................11

6.  Condition Precedent to the Obligations of GEO and the Sellers. ...........11


                                       i
<PAGE>

7.  Conditions Precedent to the Obligations of Buyer..........................11

    7.1  GEO's Closing Deliveries.............................................11
    7.2  License Agreement....................................................11
    7.3  Delivery of Ancillary Agreements.....................................11
    7.4  Cash.................................................................12

8.  Brokers...................................................................12

9.  Survival..................................................................12

10. Indemnification by GEO and the Sellers....................................12

    10.1 Joint and Several Obligations........................................12
    10.2 Several Obligations..................................................13

11. Indemnification by Buyer..................................................13

12. Indemnification Procedure.................................................13

13. Limitations on Indemnification............................................14

    13.1 Basket Amount........................................................14
    13.2 Liability Cap........................................................15
    13.3 Payment of Indemnification Claims....................................15

14. Certain Actions after the Closing.........................................15

    14.1 Delivery of Property Received by GEO After the Closing. .............15
    14.2 Cooperation After the Closing........................................15
    14.3 Issuance of Shares to Other Shareholders.............................16
    14.4 Winding Up and Issuance of Additional Shares.........................16
    14.5 Board of Directors...................................................17
    14.6 Lock-up..............................................................17
    14.7 Right of First Offer.................................................17
    14.8 Registration of the Shares and the Warrants..........................17

15. Costs, Expenses, etc......................................................22

16. Notice of Proceedings.....................................................22

17. Notices...................................................................22

18. Headings and Entire Agreement.............................................24


                                       ii
<PAGE>

19. Public Announcements......................................................24

20. Waiver....................................................................24

21. Binding Effect and Assignment.............................................24

22. Counterparts..............................................................24

23. Governing Law.............................................................24

24. Jurisdiction..............................................................25


                                       iii
<PAGE>

                                    EXHIBITS

Exhibit A         Form of Class A Warrant to Purchase Common Stock
Exhibit B         Form of Class B Warrant to Purchase Common Stock
Exhibit C         Form of Former Employee Representation Agreement
Exhibit D         Form of Purchaser Representative Agreement
Exhibit E         Form of Purchaser Representative Representation Letter
Exhibit F         Form of Other Shareholder Representation Agreement
Exhibit G         Black-Scholes Assumptions


                                    SCHEDULES

Schedule A        List of Former Employees
Schedule B        List of Other Shareholders of GEO
Schedule 1.1      Agreements to be Assumed by Buyer
Schedule 1.1(a)   Intellectual Property
Schedule 1.1(b)   Fixed Assets
Schedule 3.4      Title to Assets--Exceptions
Schedule 3.6      Liabilities of GEO


                                       iv
<PAGE>

                            ASSET PURCHASE AGREEMENT

     AGREEMENT,  made as of this 30th day of May,  2001,  by and among  Wire One
Technologies, Inc., a Delaware corporation ("Buyer"), GeoVideo Networks, Inc., a
Delaware  corporation  ("GEO"),  Thomas Weisel Capital  Partners LLC, a Delaware
limited  liability  company  ("Weisel"),  Crest  Communications  Partners  LP, a
Delaware limited partnership ("Crest"),  East River Ventures II L.P., a Delaware
limited partnership ("East River"),  and Lucent  Technologies,  Inc., a Delaware
corporation  ("Lucent",  and collectively with Weisel, Crest and East River, the
"Sellers").

                              W I T N E S S E T H:

     WHEREAS, GEO desires to sell, and Buyer desires to purchase, certain assets
owned by or used in the business and operations conducted by GEO, upon the terms
and subject to the conditions set forth in this Agreement;

     WHEREAS,  each of the former  employees  of GEO  identified  on  Schedule A
hereto (the "Former Employees"), and each GEO series C preferred shareholder and
affiliate of Weisel that is  shareholder  of GEO  identified  on Schedule B (the
"Other  Shareholders")  and not a party  to this  Agreement,  has the  right  to
receive a portion of the consideration for such asset sale; and

     WHEREAS,  as consideration for such asset sale and purchase,  Buyer desires
to issue, and GEO desires to distribute to the Sellers,  the Other  Shareholders
and the Former  Employees,  shares of  Buyer's  common  stock,  $.0001 par value
("Common  Stock"),  and warrants to purchase an  aggregate of 501,733  shares of
Common  Stock at an exercise  price of $5.50 per share (the "Class A  Warrants")
and an aggregate of 520,123 shares of Common Stock at an exercise price of $7.50
per share (the "Class B Warrants",  and, together with the Class A Warrants, the
"Warrants"),  upon the terms and  subject  to the  conditions  set forth in this
Agreement,  the form of Class A Warrant to Purchase Common Stock attached hereto
as Exhibit A and the form of Class B Warrant to Purchase  Common Stock  attached
hereto as Exhibit B;

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and agreements
contained herein, the parties hereto agree as follows:

     1.  Definitions.  As used  herein,  the  following  terms  shall  have  the
following meanings:

     1.1 "Assets" means the following  tangible and  intangible  assets owned or
held and used by GEO in connection with its business and operations:

          (a) all technology and  intellectual  property owned by or licensed to
     GEO, whether now in existence or in development stage,  including,  without
     limitation, all United States, international and foreign:

               (i)  patents,   patent   applications  and  statutory   invention
          registrations,   including  reissuances,   divisions,   continuations,
          continuations  in part,  extensions and  reexaminations  thereof,  all
          inventions,   and  rights  provided  by   international   treaties  or
          conventions  with  respect  to the  foregoing,  and  all  improvements
          thereto;


                                       1
<PAGE>

               (ii) trademarks,  service marks, trade dress, logos,  proprietary
          icons, trade names,  corporate names,  internet domain names and other
          source  identifiers  (whether or not registered)  including all common
          law  rights  therein,   and   registrations   and   applications   for
          registration  therefor,  all rights provided by international treaties
          or  conventions  with respect to the foregoing,  and all  reissuances,
          extensions and renewals and all goodwill associated  therewith,  other
          than the trademark GeoVideo;

               (iii)   copyrightable   works,   copyrights   (whether   or   not
          registered),  and  registrations  and  applications  for  registration
          therefor,  and  all  rights  provided  by  international  treaties  or
          conventions with respect to the foregoing;

               (iv)  confidential and proprietary  information,  including trade
          secrets,  technology,  know-how,  formulae, databases and customer and
          supplier lists;

               (v) computer  software  (including source codes, data and related
          documentation); and

               (vi) all other proprietary rights, in each case, whether owned or
          leased, including,  without limitation,  the patent, trademark,  trade
          name,  service mark,  copyright,  license and other proprietary rights
          described on Schedule 1.1(a);

          (b) the fixed information  technology assets owned by or leased to GEO
     and described on Schedule 1.1(b); and

          (c) $2,500,000 in cash.

     Schedule 1.1 identifies each lease,  license or other agreement included in
the Assets, specifies the extent, if any, to which Buyer is assuming obligations
under such  lease,  license or other  agreement,  and  specifies  those  leases,
licenses and other  agreements  the  assignment  of which  requires  third-party
consent.

     1.2 "Business Day" means any day that is not a Saturday,  a Sunday or other
day on which banks are required or authorized by law to be closed in the City of
New York, New York.

     1.3  "Closing"  means  the   consummation  of  the  purchase,   assignment,
conveyance and sale of the Assets contemplated hereunder, which shall take place
on June 1, 2001 at the offices of Fulbright & Jaworski L.L.P., 666 Fifth Avenue,
New York, New York 10103 or at such other location as the parties may agree.


                                       2
<PAGE>

     1.4 "Closing Date" means June 1, 2001.

     1.5 "Closing  Shares" means the 815,661 shares of Common Stock to be issued
at the Closing or prior to the  Additional  Closing  Date (such number of shares
being equal to the integral  number of shares of Common Stock (rounded up to the
nearest  share) that may be  purchased  for  $2,500,000  at a purchase  price of
$3.065 per share of Common Stock).

     1.6 "Shares" means the Closing Shares and the Additional Shares (as defined
in Section 14.4),  collectively,  or shares of Common Stock issued to any of the
Sellers, Other Shareholders or Former Employees, as the context requires.

     1.7 "Warrant  Shares"  shall mean the shares of Common Stock  issuable upon
exercise of the Warrants.

     2. Purchase of Assets and Purchase Price.

     2.1 Purchase of Assets.  Subject to the terms and upon  satisfaction of the
conditions contained in this Agreement,  at the Closing, GEO shall sell, assign,
transfer,  convey and deliver to Buyer,  and Buyer shall  purchase from GEO, the
Assets for the consideration specified in Section 2.4.

     2.2 Non-Assumption of Liabilities. Except as specifically set forth in this
Section 2.2,  Buyer  expressly  does not, and shall not,  assume or be deemed to
have assumed under this Agreement or by reason of any  transaction  contemplated
hereunder or  otherwise,  any debts,  liabilities  (contingent  or otherwise) or
obligations of GEO of any nature whatsoever.  Buyer shall assume the obligations
of GEO arising  subsequent to the Closing Date under the contracts,  agreements,
and leases of GEO  identified on Schedule 1.1, but only to the extent  specified
in Schedule 1.1 (collectively,  the "Assumed Obligations");  provided,  however,
that,  notwithstanding  any  other  provision  of this  Agreement,  the  Assumed
Obligations shall not include any debts,  liabilities  (contingent or otherwise)
or obligations of GEO with respect to those Assumed  Obligations  referred to in
this section,  arising out of any contract,  agreement,  commitment or lease (a)
required to be listed but not listed on Schedule  1.1 hereto  regardless  of any
knowledge  thereof  on the part of Buyer or (b) the  benefits  of which  are not
validly assigned to Buyer.


                                       3
<PAGE>

     2.3 Closing Deliveries.

          (a) At the Closing, GEO shall deliver to Buyer:

               (i) such  deeds,  bills of sale,  endorsements,  assignments  and
          other  instruments  of  sale,  conveyance,  transfer  and  assignment,
          reasonably  satisfactory  in  form  and  substance  to  Buyer  and its
          counsel,  as may be  requested  by Buyer,  in order to convey to Buyer
          good and marketable title to the Assets, free and clear of all claims,
          charges, equities, liens, security interests and encumbrances;

               (ii) all written  consents  which are required under any contract
          or agreement  being assigned to Buyer  hereunder;  provided,  however,
          that as to any such contract or agreement  the  assignment of which by
          its terms  requires  prior consent of any of the parties  thereto,  if
          such  consent is not  obtained  prior to or on the Closing  Date,  GEO
          shall   deliver  to  Buyer   written   documentation   setting   forth
          arrangements  for  the  transfer  of  the  economic  benefit  of  such
          contracts  or  agreements  to Buyer as of the Closing Date under terms
          and conditions acceptable to Buyer;

               (iii) a written notice (the "Distribution  Notice") setting forth
          the  apportionment  of the  Closing  Shares  and  the  Warrants  to be
          distributed  to the  Sellers,  the  Former  Employees  and  the  Other
          Shareholders   (including  those  Other   Shareholders  who  have  not
          delivered  Other  Shareholder  Representation  Agreements  (as defined
          below) to Buyer at or prior to the Closing);

               (iv)   $2,500,000  in  cash,  by  wire  transfer  of  immediately
          available funds to the bank account designated by Buyer;

               (v) duly executed representation agreements (the "Former Employee
          Representation  Agreements") in the form attached hereto as Exhibit C,
          between each of the Former Employees to Buyer;

               (vi)  purchaser   representative   agreements   (the   "Purchaser
          Representative  Agreements") in the form attached hereto as Exhibit D,
          between Matthew M. O'Connell (the "Purchaser Representative") and each
          of the Former Employees and each of the Other Shareholders that wishes
          to receive  Closing  Shares and  Warrants at the Closing who is not an
          "accredited investor" as such term is defined under the Securities Act
          of 1933, as amended (the "Securities  Act"), each duly executed by the
          Purchaser  Representative and the Former Employee or Other Shareholder
          party thereto;

               (vii) a duly  executed  representation  letter from the Purchaser
          Representative to Buyer (the "Purchaser Representative  Representation
          Letter") in the form attached hereto as Exhibit E; and

               (viii)  duly  executed  representation   agreements  (the  "Other
          Shareholder Representation  Agreements"),  in the form attached hereto
          as Exhibit F, between Buyer and each Other  Shareholder,  if any, that
          wishes to receive Closing Shares and Warrants at Closing.


                                       4
<PAGE>

          (b) At the Closing, Buyer shall deliver:

               (i) to GEO such  instruments and documents,  satisfactory in form
          and substance to the Sellers and their counsel, as may be requested by
          the  Sellers  in  order  to  effect  the  assumption  of  the  Assumed
          Obligations by Buyer; and

               (ii)  to  the  Sellers,   the  Former  Employees  and  any  Other
          Shareholder  that has  delivered  a duly  executed  Other  Shareholder
          Representation   Agreement   to  Buyer,   one  or  more   certificates
          representing  the Closing  Shares and the Warrants,  registered in the
          names  of  the   Sellers,   the  Former   Employees   and  such  Other
          Shareholders,  as  distributees  by way of  bonus,  dividend  or other
          distribution by GEO, in accordance with the Distribution Notice.

     2.4 Purchase Price.  The  consideration  to be paid by Buyer for the Assets
(the "Consideration") shall consist of (a) the Closing Shares, (b) the Warrants,
and (c) Buyer's assumption of the Assumed Obligations.

     2.5  Allocation of Purchase  Price.  The  Consideration  shall be allocated
among the Assets in a manner to be  determined  by the parties prior to the time
of any  required  tax fillings  with  respect  thereto and the parties  agree to
report  this  transaction  for  Federal tax  purposes  in  accordance  with such
allocation.

     3.  Representations  and  Warranties of GEO. GEO  represents,  warrants and
covenants to Buyer that:

     3.1 Organization and Standing.  GEO (a) is a corporation duly incorporated,
validly  existing and in good standing  under the laws of the State of Delaware,
(b) has full  right,  power and  authority  to enter into and perform and do all
things  contemplated  under this  Agreement  and all  documents  and  agreements
necessary to give effect to the provisions of this  Agreement,  to own and lease
the Assets and to carry on and operate its business and  operations as now being
conducted and proposed to be conducted by it under existing  agreements,  (c) is
duly  qualified or licensed to do business and is in good  standing as a foreign
corporation in every jurisdiction in which the character of the Assets or nature
of the business  conducted by it requires such  qualification,  and (d) does not
own any of the Assets,  and does not conduct any of its business or  operations,
through any other corporation,  limited liability company,  partnership or other
entity.

     3.2  Authorization  and Binding  Obligations.  The execution,  delivery and
performance of this Agreement by GEO has been duly and validly authorized by all
necessary corporate action,  including approval of the entire transaction by the
requisite vote of GEO's shareholders.  This Agreement has been duly executed and
delivered  by GEO  and  constitutes  a  valid  and  binding  agreement  of  GEO,
enforceable in accordance with its terms,  except as its  enforceability  may be
limited by  bankruptcy,  insolvency,  moratorium  or other laws  relating  to or
affecting creditors' rights generally and the exercise of judicial discretion in
accordance with general equitable principles. Schedule B sets forth the names of
the owners of all of the issued and outstanding capital stock of GEO.


                                       5
<PAGE>

     3.3 No  Contravention.  The  execution,  delivery and  performance  of this
Agreement,  the  consummation of the  transactions  contemplated  hereby and the
compliance with the provisions hereof by GEO do not (a) violate any provision of
the certificate of incorporation, bylaws or any certificate of designations with
respect to preferred  stock of GEO, (b) conflict with,  result in the breach of,
or constitute a default under,  or result in the creation of any lien,  security
interest,  charge  or  encumbrance  upon  any  of the  Assets,  or  require  any
authorization,  consent, approval, exemption or other action by or notice to any
third party,  court or other  governmental  or  administrative  body,  under the
provisions  of any  agreement or other  instrument to which GEO is a party or by
which  any of the  Assets  are  bound  or  affected  or (c)  violate  any  laws,
regulations, orders or judgments applicable to GEO.

     3.4 Title to Assets.  Except as set forth in Schedule 3.4, GEO has good and
marketable  title to the  Assets,  free and  clear  of all  mortgages,  pledges,
claims,  liens,  charges,  preemptive purchase rights or any other encumbrances.
Except as set forth in Schedule 3.4, the bill of sale and assignment, assumption
agreement,  power of attorney and other instruments delivered to Buyer by GEO at
the Closing  will vest in Buyer,  and the transfer to Buyer by GEO of the Assets
on the  Closing  Date will  convey to Buyer,  good and  marketable  title to the
Assets,  free and  clear of all  mortgages,  pledges,  claims,  liens,  charges,
preemptive purchase rights or any other encumbrances  whatsoever.  GEO has taken
all necessary action to protect the patent, trademark, trade name, service mark,
copyright,  license and other  proprietary  rights  included in the Assets.  The
operations  and business  conducted by GEO do not infringe upon or conflict with
any patent,  trademark,  trade name, service mark,  copyright,  license or other
proprietary  right of any third  party,  and GEO has not  received any notice of
infringement upon or conflict with the asserted rights of others.

     3.5 Litigation.  There are no actions, suits, proceedings or investigations
of any  nature  at law or in  equity,  pending  or,  to the  best  of the  GEO's
knowledge, threatened against or relating to any of the Assets, and no judgment,
award,  order or decree has been  rendered  against  GEO, and the Assets are not
subject to any judgment, award, order or decree.

     3.6 No  Liabilities.  Except as set  forth in  Schedule  3.6,  there are no
liabilities or obligations of GEO existing on the date hereof.

     3.7 No Misleading  Statements.  No information furnished by or on behalf of
GEO to Buyer contains any untrue  statement of a material fact or omits to state
a  material  fact  necessary  to  make  such  statement,  in  the  light  of the
circumstances under which it was made, not misleading.  All written information,
in whatever form,  furnished by GEO to Buyer was true and correct as of the date
so furnished and,  except as the accuracy  thereof is affected by the passage of
time, remains true and correct in all material respects as of the date hereof.


                                       6
<PAGE>

     4.  Representations  and  Warranties  of the Sellers.  Each of the Sellers,
severally and not jointly, represents, warrants and covenants to Buyer that:

     4.1  Authorization  and Binding  Obligations.  The execution,  delivery and
performance  of  this  Agreement  by such  Seller  has  been  duly  and  validly
authorized by all necessary  corporate,  company,  partnership  or other action.
This  Agreement  has  been  duly  executed  and  delivered  by such  Seller  and
constitutes  a valid  and  binding  agreement  of such  Seller,  enforceable  in
accordance  with its  terms,  except as its  enforceability  may be  limited  by
bankruptcy,  insolvency,  moratorium  or other  laws  relating  to or  affecting
creditors'  rights  generally  and  the  exercise  of  judicial   discretion  in
accordance with general  equitable  principles.  Such Seller is a shareholder of
GEO.

     4.2 No  Contravention.  The  execution,  delivery and  performance  of this
Agreement,  the  consummation of the  transactions  contemplated  hereby and the
compliance  with the  provisions  hereof by such  Seller do not (a)  violate any
provision of the  organizational  documents of such Seller,  (b) conflict  with,
result in the  breach  of,  or  constitute  a  default  under,  or  require  any
authorization,  consent, approval, exemption or other action by or notice to any
third party,  court or other  governmental  or  administrative  body,  under the
provisions of any agreement or other  instrument to which such Seller is a party
or by which the  property of such Seller is bound or affected or (c) violate any
laws, regulations, orders or judgments applicable to such Seller.

     4.3 No Misleading  Statements.  No information furnished by or on behalf of
such Seller to Buyer  contains any untrue  statement of a material fact or omits
to state a material fact necessary to make such  statement,  in the light of the
circumstances under which it was made, not misleading.  All written information,
in whatever  form,  furnished by such Seller to Buyer was true and correct as of
the date so furnished  and,  except as the  accuracy  thereof is affected by the
passage of time,  remains  true and correct in all  material  respects as of the
date hereof.

     4.4 Securities Act Matters.

          (a) it acknowledges that its representations and warranties  contained
     herein are being  relied upon by Buyer as a basis for the  exemption of the
     issuance of the Shares and the  Warrants  hereunder  from the  registration
     requirements  of the  Securities Act and any  applicable  state  securities
     laws;

          (b) it  understands  that  (i) as of the  Closing  Date,  neither  the
     Shares,  the Warrants nor the Warrant  Shares will be registered  under the
     Securities Act or any state  securities laws by reason of their issuance in
     a transaction  exempt from the registration  requirements of the Securities
     Act and applicable state securities laws and (ii) the Shares,  the Warrants
     and the  Warrant  Shares  must be held  indefinitely  unless  a  subsequent
     disposition  thereof is registered  under the Securities Act and applicable
     state securities laws or is exempt from such registration;


                                       7
<PAGE>

          (c) it is  acquiring  the Shares and the  Warrants for its own account
     and not  with a view  to,  or for  sale in  connection  with,  directly  or
     indirectly,  any distribution thereof that would require registration under
     the Securities Act or applicable  state  securities laws or would otherwise
     violate the Securities Act or such state securities laws;

          (d) it has relied upon  independent  investigations  made by it or its
     representatives  and is  fully  familiar  with  the  business,  results  of
     operations,  financial condition,  prospects and other affairs of Buyer and
     realizes  that the Shares and the  Warrants  are a  speculative  investment
     involving  a high  degree of risk for which  there is no  assurance  of any
     return;

          (e) it has such  knowledge  and  experience  in financial and business
     affairs,  including investing in companies similar to Buyer, and is capable
     of determining  the  information  necessary to make an informed  investment
     decision,  of requesting such  information from Buyer, and of utilizing the
     information  that it has  received  from Buyer to  evaluate  the merits and
     risks of its investment in the Shares and the Warrants, and is able to bear
     the  economic  risk of its  investment  in the Shares and the  Warrants and
     understands that it must do so for an indefinite period of time;

          (f)  it and  its  attorneys,  accountants,  investment  and  financial
     advisors, if any, have been provided access to such information about Buyer
     as it or its advisors, if any, have requested;

          (g) it is an  "accredited  investor" as defined in  Regulation D under
     the Securities Act; and

          (h) it understands  that the Shares will bear the following legend (or
     a substantially similar legend):

               "THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER
               THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,   OR
               QUALIFIED  UNDER ANY STATE  SECURITIES  LAWS.  THE
               SECURITIES MAY NOT BE OFFERED,  SOLD,  TRANSFERRED
               OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION
               OR THE  DELIVERY  TO THE  COMPANY OF AN OPINION OF
               COUNSEL,  REASONABLY  SATISFACTORY TO THE COMPANY,
               THAT   SUCH    DISPOSITION    WILL   NOT   REQUIRE
               REGISTRATION   OF  SUCH   SECURITIES   UNDER   THE
               SECURITIES ACT OF 1933, AS AMENDED.  THE HOLDER OF
               THESE SECURITIES MAY NOT SELL, OFFER,  CONTRACT TO
               SELL,  PLEDGE,  GRANT ANY  OPTION TO  PURCHASE  OR
               OTHERWISE DISPOSE OF THESE SECURITIES PRIOR TO THE
               90TH  DAY  AFTER  THE  DATE OF  ISSUANCE  OF THESE
               SECURITIES.",


                                       8
<PAGE>

     and the Warrants will bear the following legend (or a substantially similar
     legend):

               "NEITHER  THIS  WARRANT NOR ANY OF THE  SECURITIES
               ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED
               UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
               QUALIFIED UNDER ANY STATE SECURITIES LAWS. NEITHER
               THIS  WARRANT  NOR THE  SECURITIES  ISSUABLE  UPON
               EXERCISE THEREOF MAY BE OFFERED, SOLD, TRANSFERRED
               OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION
               OR THE  DELIVERY  TO THE  COMPANY OF AN OPINION OF
               COUNSEL,  REASONABLY  SATISFACTORY TO THE COMPANY,
               THAT   SUCH    DISPOSITION    WILL   NOT   REQUIRE
               REGISTRATION   OF  SUCH   WARRANT  OR   SECURITIES
               ISSUABLE   UPON   EXERCISE   THEREOF   UNDER   THE
               SECURITIES ACT OF 1933, AS AMENDED.  THE HOLDER OF
               THIS  WARRANT  MAY NOT SELL,  OFFER,  CONTRACT  TO
               SELL,  PLEDGE,  GRANT ANY  OPTION TO  PURCHASE  OR
               OTHERWISE  DISPOSE OF THIS  WARRANT NOR ANY OF THE
               SECURITIES  ISSUABLE UPON EXERCISE HEREOF PRIOR TO
               THE 90TH DAY  AFTER THE DATE OF  ISSUANCE  OF THIS
               WARRANT."

     5. Representations and Warranties of Buyer. Buyer represents,  warrants and
covenants to GEO and the Sellers that:

     5.1  Organization and Standing.  Buyer is a corporation duly  incorporated,
validly  existing and in good standing  under the laws of the State of Delaware,
with full corporate right,  power and authority to enter into and perform and do
all things  contemplated  under this  Agreement and all documents and agreements
necessary to give effect to the provisions of this Agreement.

     5.2  Authorization  and Binding  Obligations.  The execution,  delivery and
performance  of this  Agreement  has been  duly and  validly  authorized  by all
necessary corporate action,  including approval of the entire transaction by the
requisite vote of the board of directors of Buyer.  This Agreement has been duly
executed and delivered by Buyer and constitutes a valid and binding agreement of
Buyer,  enforceable in accordance with its terms,  except as its  enforceability
may be limited by bankruptcy,  insolvency,  moratorium or other laws relating to
or affecting creditors' rights generally and the exercise of judicial discretion
in accordance with general equitable principles.


                                       9
<PAGE>

     5.3 No  Contravention.  The  execution,  delivery and  performance  of this
Agreement,  the  consummation of the  transactions  contemplated  hereby and the
compliance with the provisions  hereof by Buyer do not (a) violate any provision
of the  certificate  of  incorporation  or bylaws of Buyer,  (b) conflict  with,
result in the  breach  of,  or  constitute  a  default  under,  or  require  any
authorization,  consent, approval, exemption or other action by or notice to any
third party,  court or other  governmental  or  administrative  body,  under the
provisions of any agreement or other  instrument to which Buyer is a party or by
which the  property  of Buyer is bound or  affected,  or (c)  violate  any laws,
regulations, orders or judgments applicable to Buyer.

     5.4 Issuance of the Shares and the  Warrants.  Upon issuance to the Sellers
hereunder,  the Shares shall be validly issued,  fully paid and  non-assessable,
the Warrants shall be validly  issued,  and the Shares and the Warrants shall be
free  and  clear  of any  liens,  claims  and  encumbrances.  Upon  issuance  in
accordance  with the terms of the Warrants,  the Warrant Shares shall be validly
issued,  fully paid and non-assessable  and free and clear of any liens,  claims
and encumbrances.

     5.5 SEC Filings.  The Common Stock is registered  pursuant to Section 12(g)
of the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and
Buyer has filed all reports,  schedules,  forms,  statements and other documents
required to be filed by it with the  Securities  and  Exchange  Commission  (the
"SEC")  pursuant to the reporting  requirements  of the Exchange Act,  including
material filed  pursuant to Section 13(a) or 15(d) thereof.  Buyer has delivered
or made  available  to the Sellers  true and  complete  copies of the  following
documents (the "SEC Documents") filed with the SEC:

          (a) Buyer's Annual Report on Form 10-K for the year ended December 31,
     2000;

          (b) Buyer's  Quarterly Report on Form 10-Q for the quarter ended March
     31, 2001; and

          (c) Buyer's proxy  statement in connection  with its Annual Meeting of
     Stockholders on May 25, 2001.

     Buyer has not provided the Sellers any material  non-public  information or
any information which,  according to applicable law, rule or regulation,  should
have been disclosed publicly by Buyer but which has not been so disclosed. As of
their respective dates, the SEC Documents complied in all material respects with
the  requirements  of the Exchange Act and the rules and  regulations of the SEC
promulgated  thereunder  and other  federal,  state and  local  laws,  rules and
regulations  applicable  to such SEC  Documents,  and none of the SEC  Documents
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 SEC Documents contain all material information concerning Buyer,
and no event or circumstance  has occurred which would require Buyer to disclose
such event or  circumstance in order to make the statements in the SEC Documents
not misleading on the date hereof but which has not been so disclosed.


                                       10
<PAGE>

     5.6 No Misleading  Statements.  No information furnished by or on behalf of
Buyer to Sellers  contains any untrue  statement of a material  fact or omits to
state a material  fact  necessary  to make such  statement,  in the light of the
circumstances under which it was made, not misleading.  All written information,
in whatever  form,  furnished by Buyer to Sellers was true and correct as of the
date so furnished and, except as the accuracy thereof is affected by the passage
of time,  remains  true and  correct  in all  material  respects  as of the date
hereof.

     6.  Condition  Precedent to the  Obligations  of GEO and the  Sellers.  The
obligations  of GEO and the  Sellers  under this  Agreement  are  subject to the
receipt by GEO, the Sellers,  the Former  Employees  and the Other  Shareholders
that have delivered duly executed Other Shareholder Representation Agreements to
Buyer,  on or prior to the Closing Date, of the  instruments and other documents
required to be delivered to such parties by Buyer pursuant to Section 2.3(b).

     7.  Conditions  Precedent to the  Obligations of Buyer.  The obligations of
Buyer under this  Agreement are subject to the  satisfaction  on or prior to the
Closing Date of each of the following express conditions precedent,  except such
conditions as may be waived by Buyer:

     7.1 GEO's Closing Deliveries. Buyer shall have received the instruments and
other  documents  required  to be  delivered  to it by GEO  pursuant  to Section
2.3(a).

     7.2 License  Agreement.  GEO and the other parties to the Joint Development
Agreement,  effective as of January 7, 2000, between Lucent  Technologies,  Inc.
and VideoNet Solutions,  Inc.  (predecessor to GEO), as amended and supplemented
from time to time,  shall have  executed  and  delivered  an  amendment  to such
agreement, on terms and conditions satisfactory to Buyer.

     7.3 Delivery of Ancillary  Agreements.  Each of the Former  Employees shall
have  delivered  to  Buyer  a  duly  executed  Former  Employee   Representation
Agreement,  each of the Former Employees who is not an "accredited  investor" as
such term is defined in Regulation D under the  Securities Act and the Purchaser
Representative shall have entered into a Purchaser  Representative Agreement and
each such duly  executed  Purchaser  Representative  Agreement  shall  have been
delivered to Buyer, the Purchaser Representative shall have delivered to Buyer a
duly  executed  Purchaser  Representative  Representation  Letter and each Other
Shareholder  that wishes to receive Closing Shares and Warrants at Closing shall
have  delivered  to  Buyer  a duly  executed  Other  Shareholder  Representation
Agreement.


                                       11
<PAGE>

     7.4 Cash.  GEO shall have delivered  evidence  reasonably  satisfactory  to
Buyer that the cash and cash  equivalents of GEO total at least $2,500,000 as of
the date hereof.

     8. Brokers. Each of Buyer, on the one hand, and GEO and the Sellers, on the
other,  represents and warrants to the other that,  except for the engagement of
H.C. Wainwright & Co., Inc. by Buyer, the fees for which shall be paid by Buyer,
such party has not engaged a broker or finder in connection  with this Agreement
and the  transactions  contemplated  herein or any  aspect  thereof.  Each party
agrees to indemnify  and hold the other  harmless  from any and all loss,  cost,
liability,  damage and expense  (including  reasonable  legal and other expenses
incident  thereto)  in respect of any claim for a broker's  or  finder's  fee or
commission or similar payment by virtue of any alleged agreements,  arrangements
or  understandings  with  the  indemnifying  party.  Notwithstanding  any  other
provision of this  Agreement,  the  representations,  warranties  and  covenants
contained in this Section 8 shall survive the Closing Date without limitation.

     9. Survival.  Except as otherwise  expressly  provided herein,  the several
representations,  warranties, covenants, and agreements of the parties contained
in this Agreement (or in any document delivered in connection herewith) shall be
deemed to be material and to have been relied upon by Buyer, GEO and the Sellers
notwithstanding  any  investigation  made by Buyer,  GEO or the  Sellers,  shall
survive the Closing Date and shall remain operative and in full force and effect
for a period of one year  following  the  Closing  Date,  except  insofar  as an
indemnification  claim has been  asserted by any party and has not been resolved
prior to the end of such one-year period; provided, however, that the respective
representations,  warranties,  covenants and  agreements  of Buyer,  GEO and the
Sellers contained in Sections 3.4, 3.6, 5.4, 10.1(a),  11(a), 13, 14.1, 14.2 and
15 shall continue without any time limitation.

     10. Indemnification by GEO and the Sellers.

     10.1 Joint and Several  Obligations.  GEO and each of the Sellers,  jointly
and  severally,  shall  indemnify and hold harmless  Buyer,  its  successors and
assigns, at all times after the Closing Date, against and in respect of:

          (a) Liabilities of GEO. Other than  liabilities  expressly  assumed by
     Buyer as provided in Section 2.2 of this  Agreement,  all  liabilities  and
     obligations  of GEO of any  kind  or  nature  whatsoever  relating  to GEO,
     whether  accrued,  absolute,  fixed,  contingent  or  otherwise,  known  or
     unknown;

          (b)  Misrepresentations.  Any damage, loss, cost, expense or liability
     (including  reasonable  attorneys' fees) resulting to Buyer from any false,
     misleading   or   inaccurate   representation,   breach  of   warranty   or
     non-fulfillment of any agreement or condition on the part of GEO under this
     Agreement  or  from  any  misrepresentation  in or any  omission  from  any
     certificate,  schedule or other instrument  furnished or to be furnished to
     Buyer hereunder; and

          (c)  Actions  and Suits.  All  claims,  actions,  suits,  proceedings,
     demands,  assessments,  judgments, costs and expenses,  including,  without
     limitation, legal fees and expenses, incident to any of the foregoing.


                                       12
<PAGE>

     10.2 Several Obligations. Each of Sellers, severally and not jointly, shall
indemnify and hold harmless  Buyer,  its  successors  and assigns,  at all times
after the Closing Date, against and in respect of:

          (a)  Misrepresentations.  Any damage, loss, cost, expense or liability
     (including  reasonable  attorneys' fees) resulting to Buyer from any false,
     misleading   or   inaccurate   representation,   breach  of   warranty   or
     non-fulfillment  of any  agreement  or condition on the part of such Seller
     under this Agreement or from any  misrepresentation in or any omission from
     any certificate,  schedule or other instrument furnished or to be furnished
     by such Seller to Buyer hereunder; and

          (b)  Actions  and Suits.  All  claims,  actions,  suits,  proceedings,
     demands,  assessments,  judgments, costs and expenses,  including,  without
     limitation, legal fees and expenses, incident to any of the foregoing.

     11.  Indemnification  by Buyer. Buyer shall indemnify and hold harmless GEO
and the Sellers,  their  successors and assigns,  at all times after the Closing
Date, against and in respect of:

          (a) Assumed Obligations. All Assumed Obligations;

          (b)  Misrepresentations.  Any damage, loss, cost, expense or liability
     (including  reasonable  attorneys'  fees) resulting to the Sellers from any
     false,  misleading  or  inaccurate  representation,  breach of  warranty or
     non-fulfillment  of any  agreement  or condition on the part of Buyer under
     this  Agreement or from any  misrepresentation  in or any omission from any
     certificate or other instrument furnished or to be furnished to the Sellers
     hereunder; and

          (c)  Actions  and Suits.  All  claims,  actions,  suits,  proceedings,
     demands,  assessments,  judgments, costs and expenses,  including,  without
     limitation, legal fees and expenses, incident to any of the foregoing.

     12. Indemnification Procedure.

     12.1 A party that may be entitled to indemnification pursuant to Section 10
or 11 (the  "Indemnitee")  shall  promptly  give  written  notice (a  "Notice of
Claim")  to the party  liable for such  indemnification  (the  "Indemnitor").  A
Notice of Claim shall set forth (a) a description,  in reasonable detail, of the
facts and  circumstances  with  respect to the  subject  matter of such claim or
potential claim for indemnification, and (b) the anticipated total amount of the
indemnification claim (including any costs or expenses which have been or may be
reasonably incurred in connection therewith). Upon receipt of a Notice of Claim,
the  Indemnitor  may  elect  to  cure  the  circumstances  giving  rise  to  the
indemnification  claim (the "Event of Loss")  within  thirty (30) days after the
date of receipt of the Notice of Claim.  If such cure cannot be effected  within
such 30-day period,  payment of the amount of actual damage, loss, cost, expense
or liability (including  reasonable  attorneys' fees) (collectively,  "Damages")
due to the  Indemnitee  as set  forth in the  Notice  of Claim  shall be made by
Indemnitor no later than the  thirtieth  (30th) day after the date of the Notice
of Claim (or such later date as the Indemnitor  receives written notice that the
Indemnitee has suffered Damages). The Indemnitee's failure to give prompt notice
or to  provide  copies  of  documents  or to  furnish  relevant  data  shall not
constitute  a  defense  (in  whole or in part)  to any  claim by the  Indemnitee
against the Indemnitor for  indemnification,  except and only to the extent that
such failure shall have caused or increased such liability or adversely affected
the ability of the Indemnitor to defend against or reduce its liability.


                                       13
<PAGE>

     12.2 If the  Indemnitor  shall  reject any  Damages as to which a Notice of
Claim is sent by the  Indemnitee,  the  Indemnitor  shall give written notice of
such  rejection  to the  Indemnitee  within  thirty  (30) days after the date of
receipt of the Notice of Claim.

     12.3 If any Notice of Claim relates to any claim made against an Indemnitee
by a third person, the Notice of Claim shall state the nature,  basis and amount
of such claim. The Indemnitor shall have the right, at its election,  by written
notice to the  Indemnitee,  to assume the  defense of the claim as to which such
notice  has  been  given.  Except  as  provided  in the  next  sentence,  if the
Indemnitor so elects to assume such  defense,  it shall  diligently  and in good
faith defend such claim and shall keep the Indemnitee reasonably informed of the
status of such  defense,  and the  Indemnitee  shall  cooperate  fully  with the
Indemnitor  in the  defense  of such  claim,  provided  that in the  case of any
settlement  providing  for  remedies  other  than  monetary  damages  for  which
indemnification is provided,  the Indemnitee shall have the right to approve the
settlement, which approval shall not be unreasonably withheld or delayed. If the
Indemnitor  does not so elect to defend any claim as  aforesaid or shall fail to
defend any claim  diligently  and in good faith (after  having so elected),  the
Indemnitee may assume the defense of such claim and take such other action as it
may elect to defend or settle such claim as it may  determine in its  reasonable
discretion,  provided  that the  Indemnitor  shall have the right to approve any
settlement, which approval will not be unreasonably withheld or delayed.

     13. Limitations on Indemnification.

     13.1 Basket Amount.

          (a) The  indemnification  provided  for in  Section 10 shall not apply
     until  Buyer's  claims  for  Damages  exceed  $100,000  in  the  aggregate,
     whereupon claim may be made for all amounts in excess of $100,000,  subject
     to Section  13.2;  provided,  however,  that  indemnification  for  Damages
     relating  to  any  claim  against  Buyer  by a  Former  Employee  or  Other
     Shareholder  with  respect  to the  transactions  contemplated  under  this
     Agreement shall apply from the first dollar and shall not be subject to the
     basket amount set forth in this Section 13.1(a).

          (b) The  indemnification  provided  for in  Section 11 shall not apply
     until the Sellers' collective claims for indemnification exceed $100,000 in
     the  aggregate,  whereupon  claim may be made for all  amounts in excess of
     $100,000, subject to Section 13.2.


                                       14
<PAGE>

     13.2  Liability  Cap.  Notwithstanding  anything  to the  contrary  in this
Agreement, in no event shall the aggregate amount of collective liability of the
Sellers and GEO under  Section 10 or the  liability  of Buyer  under  Section 11
(including  all costs,  expenses  and  attorneys'  fees paid or  incurred by the
Sellers or Buyer in connection therewith) exceed $1,250,000.

     13.3 Payment of  Indemnification  Claims.  In the event that the Sellers or
GEO are  entitled to  indemnification  pursuant to Section 11,  Buyer shall make
payment  of such  indemnification  claim in cash.  In the  event  that  Buyer is
entitled  to  indemnification  pursuant  to  Section  10,  the  payment  of such
indemnification by the Sellers and GEO shall be effected by the reduction of the
number of shares of Common Stock issuable under the Class B Warrants held by the
Sellers  required  to  furnish  such  indemnification  to  the  extent  of  such
indemnification  obligation, and such reduction shall constitute the sole source
of  indemnification  of Buyer under this  Agreement.  For purposes of satisfying
such indemnification  obligation,  the number of shares of Common Stock issuable
under the Class B  Warrants  held by a Seller  shall be  reduced  based upon the
value of the Class B  Warrants  held by such  Seller  on the date on which  such
indemnification  payment shall be made.  Such  valuation  shall be calculated in
accordance with the Black-Scholes model using the assumptions attached hereto as
Exhibit G. For purposes of such calculation, the share price of the Common Stock
shall be equal to the average  closing  price of the Common  Stock on the Nasdaq
National  Market for the twenty  consecutive  trading days ending on the trading
day immediately prior to the date upon which the  indemnification  payment shall
be made.  In the event that Buyer  asserts an  indemnification  claim under this
Agreement at any time after the Class B Warrants,  by their  terms,  have become
exercisable, Buyer shall be entitled to effect payment of any indemnification to
which it is otherwise  entitled by reducing the number of shares of Common Stock
issuable under the Class B Warrants held by the Sellers required to furnish such
indemnification, to the extent such Class B Warrants have not been exercised.

     14. Certain Actions after the Closing.

     14.1  Delivery of Property  Received by GEO After the  Closing.  GEO agrees
that it will  transfer or make  available to Buyer,  promptly  after the receipt
thereof,  any property  which GEO receives  after the Closing Date in respect of
the  Assets  transferred  or  intended  to be  transferred  to Buyer  under this
Agreement.  Buyer agrees that GEO may sell any assets not included in the Assets
and make available to Buyer the cash proceeds in exchange for Additional  Shares
pursuant to Section 14.4.

     14.2  Cooperation  After the Closing.  The parties shall,  at any time, and
from time to time,  after the Closing  Date,  execute and deliver  such  further
instruments of conveyance and transfer and take such additional action or may be
reasonably necessary to effect, consummate, confirm or evidence the transactions
contemplated by this Agreement, including using their best efforts to obtain any
third party consents not obtained as of the Closing Date.


                                       15
<PAGE>

     14.3 Issuance of Shares to Other Shareholders.  After the Closing and prior
to the Additional  Closing Date (as defined in Section 14.4),  Buyer shall, upon
receipt of a duly executed Other Shareholder  Representation  Agreement from any
Other  Shareholder  who did not  execute  and  deliver  such  Other  Shareholder
Representation  Agreement  to Buyer at or  prior to the  Closing,  issue to such
Other  Shareholder its share of the Closing Shares and the Warrants as set forth
in the Distribution Notice. At the Additional Closing,  Buyer shall issue to GEO
the Closing Shares and Warrants in respect of any Other Shareholder that has not
executed and delivered to Buyer an Other Shareholder  Representation  Agreement.
Upon  receipt of any Closing  Shares or  Warrants,  GEO agrees that its shall be
deemed to have  made to Buyer  the  representations,  warranties  and  covenants
contained in Section 4.4.

     14.4 Winding Up and Issuance of Additional Shares.  After the Closing Date,
GEO  shall (a) use any cash or cash  equivalents  in  excess  of  $2,500,000  to
satisfy its liabilities, including, without limitation, all liabilities relating
to the  termination  of all of its  employees,  (b) sell its remaining  non-cash
assets not transferred to Buyer hereunder in one or more cash transactions on an
arms'-length  basis on commercially  reasonable  terms and (c) otherwise wind up
its business and operations. Upon the substantial completion of such activities,
GEO shall notify Buyer in writing of a date (the "Additional Closing Date") upon
which an additional  closing (the  "Additional  Closing") shall occur. GEO shall
furnish  such  written  notice  to  Buyer  at  least  seven  days  prior to such
Additional  Closing Date, and such Additional Closing Date shall be no less than
30  days  and no more  than  60  days  subsequent  to the  Closing  Date.  After
furnishing  such written  notice to Buyer,  GEO shall furnish  Buyer  reasonable
access to its books and  records  with  respect to its  activities  between  the
Closing Date and the Additional Closing Date. At the Additional Closing, GEO, by
wire transfer of immediately  available funds to the bank account  designated by
Buyer, shall pay to Buyer the amount of cash and cash equivalents held by GEO on
the  Additional  Closing  Date (less an  allowance of up to $25,000 in the event
that GEO has not completed  the  activities  set forth in the first  sentence of
this Section 14.4) (such amount,  the "Additional  Closing  Consideration"),  in
exchange for which Buyer shall issue and deliver to GEO one or more certificates
representing an integral number of additional  shares (rounded up to the nearest
share) of Common Stock (the  "Additional  Shares")  equal to (x) the  Additional
Closing  Consideration  divided by (y) a  purchase  price of $3.065 per share of
Common  Stock.  Buyer  shall  issue  the  Additional  Shares in the names of the
Sellers, the Former Employees and the Other Shareholders, as distributees by way
of bonus,  dividend or other  distribution by GEO (or, with respect to any Other
Shareholder that has not delivered an Other Shareholder Representation Agreement
to GEO prior to the  Additional  Closing Date,  to GEO),  in  accordance  with a
written  notice  delivered  to Buyer  by GEO at the  Additional  Closing,  which
written  notice  shall set forth the number of  Additional  Shares that shall be
distributed to each Seller,  Former Employee and Other Shareholder.  On the date
of the issuance of the Additional Shares,  each Seller that receives  Additional
Shares, and GEO, if it is issued any Additional Shares,  shall be deemed to have
made the representations,  warranties and covenants set forth in Section 4 as of
such issuance date.


                                       16
<PAGE>

     14.5 Board of  Directors.  Buyer shall,  as soon as  practicable  after the
Closing  Date,  use its  best  efforts  to cause  (a) the  number  of  directors
constituting  the Board of  Directors  of Buyer to be  increased  from  seven to
eight, and (b) a representative of the Sellers reasonably acceptable to Buyer to
be nominated to serve on the Board of  Directors  of Buyer;  provided,  however,
that Buyer shall have no further  obligation  under this  Section  14.5 from and
after the date that Sellers hold fewer that 50% of the Shares.

     14.6  Lock-up.  Each Seller  hereby  agrees that it shall not sell,  offer,
contract to sell,  pledge,  grant any option to purchase or otherwise dispose of
any of the Shares or the Warrants prior to the 90th day after the date hereof.

     14.7 Right of First Offer.  If at any time or times during the twelve month
period following the Closing Date Buyer issues or agrees to issue for cash in an
equity  financing any Common Stock or other equity  securities of Buyer,  or any
rights,  options,  warrants or other securities which are directly or indirectly
convertible  into Common Stock or other equity  securities of Buyer, the Sellers
collectively  shall have the right of first offer to purchase,  on terms no less
favorable to the Sellers than the terms under which Buyer proposes to issue such
securities,  up to 30% of the  securities  proposed  to be issued by Buyer.  The
foregoing  provision  shall not apply to (a) issuances of shares of Common Stock
pursuant  to the  exercise  or  conversion  of  options,  warrants  or shares of
convertible  securities that are outstanding as of the date hereof in accordance
with such  securities'  current  exercise or conversion  terms, (b) issuances of
shares of Common Stock pursuant to the exercise of employee  stock options,  (c)
issuances of shares of Common Stock or other equity  securities of Buyer, or any
rights,  options,  warrants or other securities which are directly or indirectly
convertible into Common Stock or other equity securities of Buyer, in connection
with the  acquisition  of any  business or assets by Buyer or (d)  issuances  of
shares of Common Stock or other equity  securities  pursuant to an  underwritten
public offering by Buyer.

     14.8 Registration of the Shares and the Warrants.

          (a) Buyer shall:

               (i) as soon as  practicable  after the issuance of the Additional
          Shares, prepare and file with the SEC a registration statement on Form
          S-3 (the  "Registration  Statement")  relating  to the  resale  of the
          Shares and the Warrant Shares by the Sellers;

               (ii) use its reasonable efforts,  subject to receipt of necessary
          information  from  the  Sellers,  to  cause  the  SEC to  declare  the
          Registration  Statement effective as promptly as practicable after the
          Registration Statement is filed by Buyer;

               (iii) promptly  prepare and file with the SEC (and provide notice
          to the Sellers of any such filing) such  amendments and supplements to
          the  Registration  Statement  and the  prospectus  used in  connection
          therewith  as may be  necessary  to keep  the  Registration  Statement
          effective  until the  earlier  of (A) the date all of the  Shares  and
          Warrant Shares covered by the Registration Statement have been sold by
          the  Sellers,  or (B) the date  that is the third  anniversary  of the
          effective date of the Registration Statement;


                                       17
<PAGE>

               (iv)  furnish to each Seller  with  respect to the Shares and the
          Warrant Shares registered under the Registration Statement such number
          of copies of  prospectuses  as such Seller may  reasonably  request in
          order to  facilitate  the  public  sale or other  disposition  by such
          Seller of all or any of the Shares and the Warrant  Shares  registered
          under the Registration Statement;

               (v) notify each holder of Shares and  Warrant  Shares  covered by
          such  Registration  Statement at any time when a  prospectus  relating
          thereto is required to be delivered  under the  Securities  Act of the
          happening of any event as a result of which the prospectus included in
          such  Registration  Statement,  as then in effect,  includes an untrue
          statement  of a  material  fact or  omits  to  state a  material  fact
          required  to be stated  therein or  necessary  to make the  statements
          therein  not  misleading  in  the  light  of  the  circumstances  then
          existing.   Buyer  will  use  reasonable  best  efforts  to  amend  or
          supplement  such  prospectus in order to cause such  prospectus not to
          include  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 not  misleading in the light of the  circumstances
          then existing; provided, however, that Buyer, in good faith, may delay
          the filing of any such amendment or supplement for a reasonable period
          of  time  in  order  to  permit  Buyer  (A) to  effect  disclosure  or
          disposition or consummation of any transaction requiring  confidential
          treatment which is being actively pursued at such time and which would
          require disclosure in the Registration  Statement or (B) to negotiate,
          effect or complete any  transaction  which Buyer  reasonably  believes
          might  be  jeopardized,  delayed  or made  more  costly  to  Buyer  by
          disclosure in the Registration Statement; and

               (vi) bear all  expenses  in  connection  with the  procedures  in
          paragraphs   (i)  through  (v)  of  this   Section   14.8(a)  and  the
          registration  of the  Shares  and the  Warrant  Shares  covered by the
          Registration Statement pursuant to the Registration  Statement,  other
          than fees and expenses,  if any, of counsel and other  advisers to the
          Sellers or  underwriting  discounts,  brokerage  fees and  commissions
          incurred by the Sellers, if any.

          (b) (i) Notwithstanding the generality of the foregoing clauses,  each
     Seller  agrees that upon notice from Buyer at any time or from time to time
     during the time the  prospectus  relating  to the  Shares  and the  Warrant
     Shares  covered by the  Registration  Statement  and proposed to be sold by
     such Seller is required to be  delivered  under the  Securities  Act of the
     happening  of any event as a result  of  which,  in  Buyer's  opinion,  the
     prospectus  included  in the  Registration  Statement,  as then in  effect,
     includes  an  untrue  statement  of a  material  fact or  omits  to state a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein  not  misleading  in  light of the  circumstances  then
     existing,  such Seller will forthwith discontinue such Seller's disposition
     of such securities pursuant to the Registration Statement until the time of
     such Seller's receipt of a supplement to or an amendment of such prospectus
     as may be  necessary  so that,  as  thereafter  delivered  to Buyer of such
     securities,  such  prospectus  shall not include,  in Buyer's  opinion,  an
     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
     not misleading in light of the circumstances then existing.


                                       18
<PAGE>

               (ii) Each Seller shall furnish Buyer such  information  regarding
          such Seller and the  distribution of the Shares and the Warrant Shares
          covered by the  Registration  Statement as Buyer may from time to time
          reasonably request in writing.

               (iii) Each Seller agrees to give at least two (2) Business  Days'
          prior  written  notice to Buyer of any proposed sale of the Shares and
          the Warrant Shares covered by the Registration  Statement  pursuant to
          the  Registration  Statement and not to make such sale (A) unless such
          two (2) Business Days elapse  without  response from Buyer,  or (B) in
          the  event  Buyer  responds  by  stating  that  an  amendment  to  the
          Registration  Statement or supplement to the prospectus  must be filed
          in accordance  with the second sentence of Section  14.8(a)(v),  until
          Buyer  notifies the Sellers that the  Registration  Statement has been
          amended or the prospectus supplemented as required; provided, however,
          that Buyer agrees to file such  amendment or supplement  promptly upon
          the resolution of the disclosure issue  necessitating  such delay, or,
          in any event,  not more than 30 days after receipt of Buyer's  written
          notice.

          (c) Buyer will use its  commercially  reasonable  efforts to cause the
     Shares and the  Warrant  Shares  covered by and to be sold  pursuant to the
     Registration  Statement to be listed on any securities exchanges or markets
     on which shares of Common Stock are then listed.

          (d) (i) In the event of a  registration  of any of the  Shares and the
     Warrant  Shares under the  Securities  Act  pursuant to this Section  14.8,
     Buyer will, to the extent  permitted by applicable law,  indemnify and hold
     harmless each Seller against all losses,  claims,  damages or  liabilities,
     joint or  several,  to which  such  Seller  may  become  subject  under the
     Securities  Act, the Exchange Act or any other  federal or state  statutory
     law or regulation,  or at common law or otherwise  (including in settlement
     of any litigation,  if such settlement is effected with the written consent
     of Buyer),  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, including the prospectus,  financial statements and
     schedules,  and all other documents filed as a part thereof,  as amended at
     the time of  effectiveness  of the  Registration  Statement,  including any
     information  deemed to be a part  thereof  as of the time of  effectiveness
     pursuant to paragraph (b) of SEC Rule 430A, or pursuant to SEC Rule 434, or
     the  prospectus,  in the form first filed with the SEC pursuant to SEC Rule
     424(b),  or  filed  as part of the  Registration  Statement  at the time of
     effectiveness  if no Rule 424(b)  filing is required,  or any  amendment or
     supplement  thereto,  or arise out of or are  based  upon the  omission  or
     alleged  omission to state  therein a material  fact  required to be stated
     therein or necessary to make the  statements  therein not  misleading,  and
     will reimburse each such Seller for any legal or other expenses  reasonably
     incurred  by such  Seller  in  connection  with  investigating,  defending,
     settling, compromising or paying any such loss, claim, damage, liability or
     action;  provided,  however, that Buyer will not be liable in any such case
     if and to the extent that any such loss, claim,  damage or liability arises
     out of or is based upon an untrue  statement or alleged untrue statement or
     omission  or  alleged  omission  so made  in  conformity  with  information
     furnished  in  writing  by  such  Seller   specifically  for  use  in  such
     Registration  Statement.  For  purposes of this Section  14.8(d),  the term
     "Registration  Statement"  shall  include  any final  prospectus,  exhibit,
     supplement  or  amendment  included  in or  relating  to, and any  document
     incorporated  by reference in, the  Registration  Statement  referred to in
     Section 14.8(a).


                                       19
<PAGE>

               (ii) Each Seller,  severally and not jointly, will, to the extent
          permitted by applicable law,  indemnify and hold harmless Buyer,  each
          person,  if  any,  who  controls  Buyer  within  the  meaning  of  the
          Securities  Act,  each  officer  of Buyer who  signs the  Registration
          Statement  and each  director of Buyer,  against  all losses,  claims,
          damages  or  liabilities,  joint or  several,  to which  Buyer or such
          officer or director may become subject under the  Securities  Act, the
          Exchange  Act  or  any  other  federal  or  state   statutory  law  or
          regulation,  or at common law or otherwise (including in settlement of
          any  litigation,  if such  settlement  is  effected  with the  written
          consent of the  Sellers),  insofar as such loses,  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  or any  amendment or
          supplement  thereof, or arise out of or are based upon the omission or
          alleged  omission  to state  therein a material  fact  required  to be
          stated  therein  or  necessary  to make  the  statements  therein  not
          misleading,  and will reimburse Buyer and each such officer, director,
          underwriter  and  controlling  person for any legal or other  expenses
          reasonably  incurred  by  them in  connection  with  investigating  or
          defending any such loss, claim, damage, liability or action; provided,
          however, that such Seller will be liable hereunder in any such case if
          and only to the extent that any such loss, claim,  damage or liability
          arises out of or is based upon an untrue  statement or alleged  untrue
          statement  of a material  fact or  omission  or alleged  omission of a
          material fact made in reliance upon and in conformity with information
          pertaining to such Seller furnished in writing to Buyer by such Seller
          specifically  for  use in the  Registration  Statement;  and  provided
          further,  however,  that the liability of each Seller  hereunder shall
          not in any event  exceed the  proceeds  received  from the sale of its
          Shares and Warrant Shares covered by such Registration Statement.

               (iii) Promptly  after receipt by an indemnified  party under this
          Section 14.8(d) of notice of the threat or commencement of any action,
          such  indemnified  party will, if a claim in respect  thereof is to be
          made  against  an  indemnifying  party  under  this  Section  14.8(d),
          promptly notify the  indemnifying  party in writing  thereof;  but the
          omission to so notify the indemnifying  party will not relieve it from
          any  liability  which  it  may  have  to  any  indemnified  party  for
          contribution or otherwise than under the indemnity agreement contained
          in this Section 14.8(d) to the extent it is not prejudiced as a result
          of such  failure.  In case any such  action  is  brought  against  any
          indemnified  party and such indemnified party seeks or intends to seek
          indemnity from an indemnifying  party, the indemnifying  party will be
          entitled  to  participate  in,  and,  to the extent  that it may wish,
          jointly with all other  indemnifying  parties similarly  notified,  to
          assume the defense  thereof with counsel  reasonably  satisfactory  to
          such indemnified party;  provided,  however,  if the defendants in any
          such action include both the  indemnified  party and the  indemnifying
          party and the indemnified  party shall have reasonably  concluded that
          there may be a conflict  between  the  positions  of the  indemnifying
          party and the indemnified  party in conducting the defense of any such
          action or that  there  may be legal  defenses  available  to it and/or
          other  indemnified  parties which are different  from or additional to
          those available to the indemnifying  party,  the indemnified  party or
          parties shall have the right to select separate counsel to assume such
          legal  defenses  and to otherwise  participate  in the defense of such
          action on behalf of such indemnified party or parties. Upon receipt of
          notice from the indemnifying party to such indemnified party of its


                                       20
<PAGE>

          election so to assume the  defense of such action and  approval by the
          indemnified  party of  counsel,  the  indemnifying  party  will not be
          liable to such  indemnified  party under this Section  14.8(d) for any
          legal or other  expenses  subsequently  incurred  by such  indemnified
          party  in  connection   with  the  defense   thereof  unless  (1)  the
          indemnified  party shall have employed such counsel in connection with
          the assumption of legal defenses in accordance with the proviso to the
          preceding   sentence   (it  being   understood,   however,   that  the
          indemnifying  party shall not be liable for the  expenses of more than
          one separate counsel,  approved by such indemnifying party in the case
          of paragraph (i),  representing all of the indemnified parties who are
          parties to such  action) or (2) the  indemnified  party shall not have
          employed counsel reasonably  satisfactory to the indemnifying party to
          represent the indemnified  party within a reasonable time after notice
          of commencement of action,  in each of which cases the reasonable fees
          and  expenses of counsel  shall be at the expense of the  indemnifying
          party.

               (iv) In order to provide for just and equitable  contribution  to
          joint  liability  under the Securities Act in any case in which either
          (1) any indemnified party exercising rights under this Agreement makes
          a claim for indemnification pursuant to this Section 14.8(d) 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  14.8  provides  for   indemnification   in  such  case,   (2)
          contribution  under the  Securities Act may be required on the part of
          any such indemnified party in circumstances for which  indemnification
          is  provided  under  this  Section  14.8,  or (3) the  indemnification
          provided for by this Section 14.8 is  insufficient to hold harmless an
          indemnified  party,  other than by reason of the  exceptions  provided
          therein,  then,  and in each such  case,  Buyer and the  Sellers  will
          contribute to the aggregate losses,  claims, damages or liabilities to
          which they may be subject (after contribution from others) (x) in such
          proportion  as is  appropriate  to reflect the  relative  fault of the
          indemnifying  party on the one hand and the  indemnified  party on the
          other or (y) if the  allocation  provided  by clause  (x) above is not
          permitted  by  applicable  law,  or  provides  a  lesser  sum  to  the
          indemnified  party than the  amount  hereinafter  calculated,  in such
          proportion as is  appropriate  to reflect not only the relative  fault
          referred  to in  clause  (x)  above  but  also the  relative  benefits
          received by the indemnifying  party and the indemnified party from the
          registration  of the securities as well as the statements or omissions
          which resulted in such losses,  claims, damages or liabilities and any
          other relevant equitable considerations. No Seller will be required to
          contribute any amount in excess of the proceeds received from the sale
          of  its  Shares  and  Warrant  Shares  covered  by  such  Registration
          Statement   and   no   person   or   entity   guilty   of   fraudulent
          misrepresentation   (within  the  meaning  of  Section  11(f)  of  the
          Securities  Act) will be entitled to  contribution  from any person or
          entity who was not guilty of such fraudulent misrepresentation.


                                       21
<PAGE>

     The  obligations  of the Buyer and the Sellers  under this Section  14.8(d)
shall survive completion of any offering of Shares or Warrant Shares pursuant to
a  Registration  Statement  and the  termination  of Buyer's  obligations  under
Section  14.8(a).  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 to such claim or
litigation.

     15. Costs, Expenses, etc.

     Each of the parties hereto shall bear all costs and expenses incurred by it
in connection with this Agreement and in the preparation for and consummation of
the  transactions  provided  for  herein,  and  shall  not  be  entitled  to any
reimbursement therefor from the other party.

     16. Notice of Proceedings.  Buyer or the Sellers,  as the case may be, will
promptly  notify the other in writing upon becoming aware of any order or decree
or any  complaint  praying for an order or decree  restraining  or enjoining the
consummation of this Agreement or the transactions  contemplated  hereunder,  or
upon receiving any notice from any  governmental  department,  court,  agency or
commission of its intention to institute an  investigation  into, or institute a
suit or proceeding to restrain or enjoin the  consummation  of this Agreement or
such  transactions,  or to nullify or render  ineffective this Agreement or such
transactions if consummated.

     17. Notices. Any notice,  request,  demand or consent required or permitted
to be given under this Agreement shall be in writing and shall be effective when
(i)  delivered  personally,  (ii) when  mailed,  first class,  postage  prepaid,
registered mail, return receipt requested,  (iii) delivered by courier,  or (iv)
sent by facsimile or e-mail (but only with respect to any party has specified an
e-mail address below) as follows:

          (a)     If to Buyer to:

                  Wire One Technologies, Inc.
                  225 Long Avenue
                  Hillside, New Jersey  07205
                  Facsimile:  (973) 391-9776
                  E-mail:  jbirkhahn@wireone.com
                  Attention:  Jonathan Birkhahn, Esq.

                  with a copy to:

                  Fulbright & Jaworski L.L.P.
                  666 Fifth Avenue
                  New York, New York  10103
                  Facsimile:  (212) 318-3400
                  E-mail:  ngold@fulbright.com
                  Attention:  Neil Gold, Esq.


                                       22
<PAGE>

          (b)     If to GEO, the Sellers, or any Seller, to:

                  GeoVideo Networks, Inc.
                  114 West 47th Street
                  22nd Floor
                  New York, New York  10036
                  Facsimile:  (212) 282-0998
                  Attention:  Peter Lee

                  Thomas Weisel Partners LLC
                  One Montgomery Street
                  San Francisco, California  94104
                  Facsimile:  (415) 364-2697
                  E-mail:  ddross@tweisel.com
                  Attention:  Dan Dross

                  Crest Communications Holdings LLC
                  320 Park Avenue, 17th Floor
                  New York, New York  10022
                  Facsimile:  (212) 317-2710
                  E-mail:  jkuster@crestholdings.com; matt@crestholdings.com
                  Attention:  James Kuster and Matthew O'Connell

                  East River Ventures L.P.
                  645 Madison Avenue, 22nd Floor
                  New York, New York  10022
                  Facsimile:  (212) 644-5498
                  E-mail:  arussell@eastriverventures.com
                  Attention:  Andy Russell

                  Lucent Technologies, Inc.
                  New Ventures Group
                  600 Mountain Avenue
                  Murray Hill, New Jersey  07974
                  Facsimile:  (908) 582-7480
                  E-mail:  tuhlman@lucent.com
                  Attention:  Thomas Uhlman

                  with a copy to:

                  Sills, Cummis, Radin, Tischman, Epstein & Gross
                  One Riverfront Plaza
                  Newark, New Jersey  07102
                  Facsimile:  (973) 643-6091
                  E-mail:  vboyajian@sillscummis.com
                  Attention:  Victor Boyajian

or at such  other  address  as a party  shall  specify  by  notice  to the other
parties.  Any written notice to any Former Employee shall be sent to such Former
Employee  at the address set forth in such  Former  Employee's  Former  Employee
Representation  Agreement or at such other address as such Former Employee shall
specify  by  notice  to the  parties  hereto.  Any  written  notice to any Other
Shareholder  shall be sent to such Other Shareholder at the address set forth in
such Other Shareholder's Other Shareholder  Representation  Agreement or at such
other address as such Other  Shareholder  shall specify by notice to the parties
hereto.


                                       23
<PAGE>

     18. Headings and Entire Agreement.  The section and subsection  headings do
not  constitute  any  part  of  this  Agreement  and  are  inserted  herein  for
convenience  of reference  only.  This  Agreement  (including  the Schedules and
Exhibits  hereto),  the Class A  Warrants,  the  Class B  Warrants,  the  Former
Employee Representation Agreements, the Purchaser Representative Agreements, the
Purchaser  Representative   Representation  Letter  and  the  Other  Shareholder
Representation  Agreements  embody the entire agreement between the parties with
respect to the subject  matter  hereof and thereof and supersede and preempt all
prior oral and written understandings and agreements with respect to the subject
matter hereof and thereof,  and may not be amended,  modified or changed orally,
but  only in  writing  signed  by the  party  against  whom  enforcement  of any
amendment, modification, change, waiver, extension or discharge is sought.

     19.  Public  Announcements.  Neither  Buyer  on the one hand nor GEO or any
Seller on the other  shall  make any press  release  or other  public  statement
concerning  the matters  covered by this  Agreement  without the approval of the
other  party,  except as in the  opinion  of  counsel  for the party  making the
release or statement is required by law or applicable regulation,  and shall, in
any event, to the extent  practicable,  permit the other party an opportunity to
review any such release or statement prior to dissemination.

     20. Waiver.  No waiver of a breach of, or default  under,  any provision of
this  Agreement  shall be deemed a waiver of such provision or of any subsequent
breach or  default of the same or similar  nature or of any other  provision  or
condition of this Agreement.

     21. Binding Effect and Assignment. This Agreement shall be binding upon and
shall  inure to the benefit of the parties  and their  successors  and  assigns.
Neither  GEO nor the  Sellers,  on the one hand,  nor Buyer,  on the other,  may
assign any obligation under this Agreement except with the prior written consent
of the other party hereto.

     22. Counterparts.  This Agreement may be executed in several  counterparts,
each of which shall be deemed an original, but all of which taken together shall
constitute one agreement.

     23.  Governing  Law.  This  Agreement is to be governed by and  interpreted
under the laws of the State of New York, without giving effect to the principles
of conflicts of laws thereof.


                                       24
<PAGE>

     24.  Jurisdiction.  Any suit,  action or proceeding  seeking to enforce any
provision of, or based on any matter arising out of or in connection  with, this
Agreement or the transactions  contemplated  hereby shall be brought exclusively
in a New York State or United  States  Federal court sitting in New York County,
and each of the parties hereby expressly  submits to such jurisdiction and venue
of such court (and of the appropriate  appellate  courts  therefrom) in any such
suit,  action or  proceeding  and  irrevocably  waives,  to the  fullest  extent
permitted by law, any objection  that it may now or hereafter have to the laying
of the venue of any such suit,  action or  proceeding  in any such court or that
any such suit,  action or proceeding  brought in any such court has been brought
in an inconvenient forum.



                                       25
<PAGE>

     IN  WITNESS  WHEREOF,  each  party has  caused  this  Agreement  to be duly
executed, sealed and delivered in its name and on its behalf, all as of the date
and year first above written.

                                 WIRE ONE TECHNOLOGIES, INC.

                                 By: ______________________________________
                                      Name:
                                      Title:

                                 GEOVIDEO NETWORKS, INC.

                                 By: ______________________________________
                                      Name:
                                      Title:

                                 THOMAS WEISEL CAPITAL PARTNERS LLC

                                 By: ______________________________________
                                      Name:
                                      Title:

                                 CREST COMMUNICATIONS PARTNERS LP

                                 By: ______________________________________
                                      Name:
                                      Title:

                                 EAST RIVER VENTURES II L.P.

                                 By: ______________________________________
                                      Name:
                                      Title:

                                 LUCENT TECHNOLOGIES, INC.

                                 By: ______________________________________
                                      Name:
                                      Title:


                                       26


</TEXT>
</DOCUMENT>
