NUVOX INC /DE/
EXHIBIT 10.5 - SECURITIES PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>9
<FILENAME>form10k_ex10-5.htm
<DESCRIPTION>EXHIBIT 10.5 - SECURITIES PURCHASE AGREEMENT
<TEXT>
<HTML>
<Head>
<title>Exhibit 10.5 - NuVox, Inc. Securities Purchase Agreement</title>
</Head>
<BODY>
<P align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=3><u><b>Exhibit 10.5</b></u></font></p>
<BR><BR>


<HR SIZE=2 NOSHADE>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=4><b>SECURITIES PURCHASE AGREEMENT</b></font></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2><b>among</b></font></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=4><b>NUVOX, INC.</b></font></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2><b>and</b></font></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=4><b>THE PURCHASERS NAMED HEREIN</b></font></P>
<BR><BR>
<HR SIZE=1 NOSHADE width=50%>
<BR><BR>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=3><b>Dated as of September 20, 2001</b></font></P>
<BR><BR>
<HR SIZE=1 NOSHADE width=50%>
<BR><BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=3><b>Units at $1.50 Per Unit<BR>
(With Each Unit Consisting of One Share of<BR>
Series D Convertible Preferred Stock, a Warrant<BR>
to Purchase One Additional Share of Series D Convertible Preferred Stock and Additional<BR>
Warrants to Acquire Shares of Series E Preferred Stock)</b></font></P>

<HR SIZE=2 NOSHADE>


<PAGE>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2><b>TABLE OF CONTENTS</b></font></P>
<P ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2><u>Page</u></font></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE I.</FONT></TD>
     <TD WIDTH=80%><FONT FACE="Times New Roman" SIZE=2>DEFINITIONS</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>1</FONT></TD>
</TR>
<TR>
     <TD WIDTH=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE II.</FONT></TD>
     <TD WIDTH=80%><FONT FACE="Times New Roman" SIZE=2>SALE AND PURCHASE OF SERIES D PREFERRED STOCK ON THE CLOSING DATE</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>6</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=3%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>Section 2.1.<BR>
Section 2.2.<BR>
Section 2.3.<BR>
Section 2.4.<BR>
Section 2.5.<BR>
Section 2.6.<BR></FONT></TD>
     <td width=77%><FONT FACE="Times New Roman" SIZE=2>Sale and Purchase of Series D Preferred Stock<BR>
Purchase Price<BR>
Closing<BR>
Additional Series D Warrants<BR>
Subsequent Closings<BR>
Use of Proceeds</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>6<BR>6<BR>6<BR>7<BR>7<BR>7</FONT></TD>
</TR>
</TABLE>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE III.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>ISSUANCE OF SERIES E WARRANTS</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>7</FONT></TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=3%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>Section 3.1.<BR>Section 3.2.</FONT></TD>
     <td width=77%><FONT FACE="Times New Roman" SIZE=2>Certain Calculations Relative to the Series E Warrants<BR>
Exercise of the Series E Warrants</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>7<BR>8</FONT></TD>
</TR>
</TABLE>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE IV.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>REPRESENTATIONS AND WARRANTIES OF THE COMPANY</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>8</FONT></TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=3%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>Section 4.1.<BR>
Section 4.2.<BR>
Section 4.3.<BR>
Section 4.4.<BR>
Section 4.5.<BR>
Section 4.6.<BR>
Section 4.7.<BR>
Section 4.8.<BR>
Section 4.9.<BR>
Section 4.10.<BR>
Section 4.11.<BR>
Section 4.12.<BR>
Section 4.13.<BR>
Section 4.14.<BR>
Section 4.15.<BR>
Section 4.16.<BR>
Section 4.17.<BR>
Section 4.18.<BR>
Section 4.19.<BR>
Section 4.20.<BR>
Section 4.21.<BR>
Section 4.22.<BR>
Section 4.23.<BR>
Section 4.24.<BR>
Section 4.25.<BR>
Section 4.26.<BR>
Section 4.27.<BR>
Section 4.28.<BR>
Section 4.29.<BR>
Section 4.30.<BR>
Section 4.31.<BR>
Section 4.32.<BR>
Section 4.33.</FONT></TD>
     <td width=77%><FONT FACE="Times New Roman" SIZE=2>Organization and Good Standing<BR>
Authorization<BR>
Enforceability<BR>
Consents<BR>
Capitalization<BR>
Subsidiaries<BR>
Financial Statements; Undisclosed Liabilities<BR>
Absence of Certain Developments<BR>
Indebtedness and Liens<BR>
Indebtedness to and from Officers, Directors and Others<BR>
Licenses, Etc.<BR>
Solvency<BR>
Title to Assets; Leases<BR>
Litigation<BR>
Tax Returns<BR>
Defaults<BR>
Burdensome Obligations<BR>
Employee Benefit Plans<BR>
Representations and Warranties under Related Agreements<BR>
Employment Contracts, Labor Relations<BR>
Location of Office<BR>
Necessary Property<BR>
Transaction Costs<BR>
Governmental Regulations<BR>
Small Business Concern<BR>
Disclosure<BR>
Governmental Licenses<BR>
Compliance with Laws<BR>
Acquisition Agreements<BR>
Material Contracts and Obligations<BR>
Environmental and Safety Laws<BR>
Investments in Real Property Holding Interests<BR>
Unrelated Business Taxable Income</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>8<BR>
9<BR>
9<BR>
9<BR>
9<BR>
10<BR>
10<BR>
11<BR>
11<BR>
11<BR>
11<BR>
11<BR>
12<BR>
12<BR>
12<BR>
12<BR>
12<BR>
12<BR>
13<BR>
13<BR>
13<BR>
13<BR>
13<BR>
13<BR>
13<BR>
13<BR>
13<BR>
14<BR>
14<BR>
14<BR>
14<BR>
14<BR>
15</FONT></TD>
</TR>
</TABLE>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE V.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>PURCHASERS' INVESTMENT REPRESENTATIONS AND WARRANTIES</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>15</FONT></TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE VI.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>CONDITIONS TO PURCHASE</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>16</FONT></TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=3%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>Section 6.1.</FONT></TD>
     <td width=77%><FONT FACE="Times New Roman" SIZE=2>Purchaser's Conditions</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>16</FONT></TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=6%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>Section 6.1.1.<BR>
Section 6.1.2.<BR>
Section 6.1.3.<BR>
Section 6.1.4.<BR>
Section 6.1.5.</FONT></TD>
     <td width=74%><FONT FACE="Times New Roman" SIZE=2>Related Agreements<BR>
Charter Documents; Good Standing Certificate<BR>
Proof of Corporate Action<BR>
Incumbency Certificate<BR>
Legal Opinion</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>16<BR>
16<BR>
16<BR>
16<BR>
17</FONT></TD>
</TR>
</TABLE>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>i</font></P>
<PAGE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=6%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>Section 6.1.6.<BR>
Section 6.1.7.<BR>
Section 6.1.8.<BR>
Section 6.1.9.<BR>
Section 6.1.10.<BR>
Section 6.1.11.<BR>
Section 6.1.12.<BR>
Section 6.1.13.<BR>
Section 6.1.14.<BR>
Section 6.1.15.<BR>
Section 6.1.16.</FONT></TD>
     <td width=74%><FONT FACE="Times New Roman" SIZE=2>Lending Banks<BR>
Nortel Networks<BR>
Representations and Warranties; Officers' Certificates<BR>
Legality; Governmental and Other Authorizations<BR>
Due Diligence<BR>
Payment of Certain Fees and Disbursements<BR>
SBIC Documentation<BR>
Certification of Securities Holdings<BR>
Minimum Investment<BR>
Minimum Vote<BR>
General</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>17<BR>
17<BR>
17<BR>
17<BR>
17<BR>
17<BR>
17<BR>
17<BR>
17<BR>
17<BR>
17<BR></FONT></TD>
</TR>
</TABLE>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=3%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>Section 6.2.</FONT></TD>
     <td width=77%><FONT FACE="Times New Roman" SIZE=2>The Company's Conditions</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>18</FONT></TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=6%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>Section 6.2.1.<BR>
Section 6.2.2.<BR>
Section 6.2.3.<BR>
Section 6.2.4.<BR>
Section 6.2.5.<BR>
Section 6.2.6.<BR>
Section 6.2.7.<BR>
Section 6.2.7.<BR></FONT></TD>
     <td width=74%><FONT FACE="Times New Roman" SIZE=2>Related Agreements<BR>
Stockholder Approval<BR>
Legality:  Governmental and Other Authorizations<BR>
Waiver of Preemptive Rights<BR>
Lending Banks<BR>
Nortel Networks<BR>
Minimum Investment<BR>
General</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>18<BR>
18<BR>
18<BR>
18<BR>
18<BR>
18<BR>
18<BR>
18</FONT></TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE VII.<BR></FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>COVENANTS APPLICABLE TO THE COMPANY WHILE ANY OF THE SERIES D PREFERRED STOCK, SERIES D WARRANTS,
SERIES E WARRANTS OR SERIES E PREFERRED STOCK ARE OUTSTANDING</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>19<BR></FONT></TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=3%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>Section 7.1.<BR>
Section 7.2.<BR>
Section 7.3.<BR>
Section 7.4.<BR>
Section 7.5.<BR>
Section 7.6.<BR>
Section 7.7.<BR>
Section 7.8.<BR>
Section 7.9.<BR>
Section 7.10.<BR>
Section 7.11.<BR>
Section 7.12.<BR>
Section 7.13.<BR>
Section 7.14.<BR>
Section 7.15.<BR>
Section 7.16.<BR>
Section 7.17.<BR>
Section 7.18.<BR>
Section 7.19.<BR>
Section 7.20.<BR>
Section 7.21.<BR>
Section 7.22.<BR>
Section 7.23.<BR>
Section 7.24.<BR>
Section 7.25.<BR>
Section 7.26.<BR>
Section 7.27.<BR>
Section 7.28.<BR>
Section 7.29.</FONT></TD>
     <td width=77%><FONT FACE="Times New Roman" SIZE=2>Records and Accounts<BR>
Corporate Existence; Subsidiaries; Maintenance of Properties<BR>
Insurance<BR>
Taxes and Claims<BR>
Inspection of Properties and Books<BR>
Compliance with Laws, Contracts, Licenses and Permits<BR>
Employee Benefit Plans<BR>
Further Assurances<BR>
Notices<BR>
Restrictions on Indebtedness<BR>
Restrictions on Liens<BR>
Distributions<BR>
Merger, Consolidation, Sale of Assets or Other Dispositions<BR>
Merger, Consolidation or Other Acquisitions<BR>
Transactions with Affiliates<BR>
Investments<BR>
Joint Ventures<BR>
Payments on Permitted Indebtedness<BR>
Response Actions<BR>
Dilution Protection<BR>
Annual Statements<BR>
Monthly Statements<BR>
Other Financial Information<BR>
Officer's Certificates<BR>
Notice of Litigation, Defaults, Etc.<BR>
Charter and By-law Amendments<BR>
Proprietary Information and Inventions Agreement<BR>
Right to Nominate Additional Director<BR>
SBIC Covenants</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>19<BR>
19<BR>
19<BR>
19<BR>
19<BR>
20<BR>
20<BR>
20<BR>
20<BR>
20<BR>
21<BR>
21<BR>
21<BR>
21<BR>
21<BR>
22<BR>
22<BR>
22<BR>
22<BR>
22<BR>
22<BR>
23<BR>
23<BR>
23<BR>
23<BR>
24<BR>
24<BR>
24<BR>
24</FONT></TD>
</TR>
</TABLE>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE VIII.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>DEFAULTS</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>24</FONT></TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=3%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>Section 8.1.<BR>
Section 8.2.<BR>
Section 8.3.</FONT></TD>
     <td width=77%><FONT FACE="Times New Roman" SIZE=2>Events of Default<BR>
Remedies<BR>
Waivers</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>24<BR>25<BR>25</FONT></TD>
</TR>
</TABLE>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>ii</font></P>
<PAGE>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE IX.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>SUBSEQUENT HOLDERS OF SERIES D PREFERRED STOCK</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>25</FONT></TD>
</TR>
</TABLE>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE X.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>REGISTRATION AND TRANSFER</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>26</FONT></TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR valign=top>
     <TD WIDTH=3%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>Section 10.1.<BR><BR>Section  10.2.</FONT></TD>
     <td width=77%><FONT FACE="Times New Roman" SIZE=2>Register;  Transfer  and  Exchange  of Series D  Preferred  Stock and Series E Preferred
Stock; Transfer and Exchange of Series D Warrants and Series E Warrants<BR>
Replacement of Series D Preferred Stock and Series E Preferred Stock</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>26<BR><BR>26</FONT></TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE XI.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>EXPENSES; INDEMNITY</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>26</FONT></TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=3%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>Section 11.1.<BR>Section 11.2.<BR>Section 11.3.<BR>Section 11.4.</FONT></TD>
     <td width=77%><FONT FACE="Times New Roman" SIZE=2>Expenses<BR>
Indemnification<BR>
Brokers' Fees<BR>
Survival of Obligations
</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>26<BR>27<BR>27<BR>27</FONT></TD>
</TR>
</TABLE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE XII.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>NOTICES.</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>27</FONT></TD>
</TR>

<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE XIII.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>SURVIVAL AND TERMINATION OF COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>27</FONT></TD>
</TR>

<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE XIV.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>AMENDMENTS AND WAIVERS</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>27</FONT></TD>
</TR>

<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE XV.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>RIGHT TO PUBLICIZE</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>28</FONT></TD>
</TR>
<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE XVI.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>WAIVER OF JURY TRIAL</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>28</FONT></TD>
</TR>

<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE XVII.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>INCORPORATORS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES AND PARTNERS FREE FROM PERSONAL
LIABILITY</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>28</FONT></TD>
</TR>

<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE XVIII.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>SCHEDULES</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>28</FONT></TD>
</TR>

<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE XIX.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>ENTIRE AGREEMENT; COUNTERPARTS; SECTION HEADINGS</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>28</FONT></TD>
</TR>

<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE XX.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>GOVERNING LAW</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>29</FONT></TD>
</TR>

<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE XXI.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>SEVERABILITY</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>29</FONT></TD>
</TR>

<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE XXII.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>AMENDMENT OF PRIOR PURCHASE AGREEMENTS</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>29</FONT></TD>
</TR>

<TR valign=top>
     <td width=15%><FONT FACE="Times New Roman" SIZE=2>ARTICLE XXIII.</FONT></TD>
     <td width=80%><FONT FACE="Times New Roman" SIZE=2>CERTAIN SPECIAL WAIVERS AND SPECIAL RIGHTS</FONT></TD>
     <TD WIDTH=5% align=right><FONT FACE="Times New Roman" SIZE=2>29</FONT></TD>
</TR>
</TABLE>
<BR><BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2><b>LIST OF EXHIBITS</b></font></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=15%><FONT FACE="Times New Roman" SIZE=2>EXHIBIT A<BR>
EXHIBIT B<BR>
EXHIBIT C<BR>
EXHIBIT D<BR>
EXHIBIT E<BR>
EXHIBIT F<BR>
EXHIBIT G-1<BR>
EXHIBIT G-2<BR>
EXHIBIT G-3<BR>
EXHIBIT G-4<BR>
EXHIBIT H<BR>
EXHIBIT I-1<BR>
EXHIBIT I-2<BR>
EXHIBIT J<BR>
EXHIBIT K</FONT></TD>
     <TD WIDTH=85%><FONT FACE="Times New Roman" SIZE=2>List of Purchasers<BR>
Amendment to Registration Rights Agreement<BR>
Amendment to Stockholders' Agreement<BR>
Certificate of Amendment to Amended and Restated Certificate of Incorporation<BR>
Form of Opinion of Special Counsel to Company<BR>
List of Founders' Warrants<BR>
Form of Series D Warrant for Non-Employee Purchasers<BR>
Form of Series D Warrant for Employee Purchasers<BR>
Form of Series D Warrant for Non-Employee Purchasers who Over-subscribe<BR>
Form of Series D Warrant for Employee Purchasers who Over-subscribe<BR>
Schedule of Purchasers Receiving Additional Series D Warrants<BR>
Form of Series E Warrant for Non-Employee Purchasers<BR>
Form of Series E Warrant for Employee Purchasers<BR>
Form of Promissory Note under Series D Loan Program<BR>
Amendment to Shareholders' Agreement</FONT></TD>
</TR>
</TABLE>

<BR><BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>iii</font></P>
<PAGE>




<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECURITIES
PURCHASE AGREEMENT</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>NuVox, Inc.<BR>
16090 Swingley Ridge Road, Suite 500<BR>Chesterfield, Missouri 63017</FONT></H1>

<P ALIGN=right><FONT FACE="Times New Roman" SIZE=2>As of September 20, 2001</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Purchasers Named<BR>
&nbsp;&nbsp;&nbsp;on Exhibit A Hereto</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Ladies and Gentlemen:</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned, NuVox, Inc., a Delaware corporation (the "<u>Company</u>"), hereby agrees with you as follows:</font></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>ARTICLE I. <u>DEFINITIONS</u></font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
all purposes of this Agreement the following terms shall have the meanings set
forth in this Article I: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Acquisition</u></b>.  The term  "Acquisition"  shall mean an  acquisition by the Company of all or  substantially  all of the
assets or equity interest of another Person.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Affiliate</U></B>.
The term &#147;Affiliate&#148; shall mean any Person directly or indirectly
controlling, controlled by or under direct or indirect common control with the
Company (or other specified Person) and shall include (a) any Person who is a
director or beneficial owner of at least 10% of the then outstanding capital
stock of the Company (or other specified Person) and Family Members of any such
Person, (b) any Person in which the Company (or other specified Person) or an
Affiliate (as defined in clause (a) above) of the Company (or other specified
Person) shall, directly or indirectly, either beneficially own at least 10% of
its then outstanding equity securities or constitute at least a 10% equity
participant, and (c) in the case of a specified Person who is an individual,
Family Members of such Person; provided, however, that none of the Purchasers
nor any of their designated members of the Company&#146;s board of directors
shall be deemed an Affiliate of the Company for purposes of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Affiliated
Investor</U></B>. means an Affiliate of a Purchaser which is a holder of
shares of Common Stock or Preferred Stock of the Company, and which has assigned
to such Purchaser its rights to participate in this transaction and to purchase
its Pro Rata Share of the Units. In the case of any Purchaser which is such an
assignee, any references herein to other securities of the Company held by the
Purchaser, and references to prior investments made by the Purchaser in the
Company, shall be deemed to refer to securities held or prior investments made
by such Purchaser&#146;s Affiliated Investor. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Amended
and Restated Certificate of Incorporation</U></B>. The term &#147;Amended
and Restated Certificate of Incorporation&#148; means the Amended and Restated
Certificate of Incorporation of the Company, as amended from time to time,
including, without limitation, as amended by the Certificate of Amendment to
Certificate of Incorporation of the Company substantially in the form attached
as <U>Exhibit&#160;D</U> hereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Amendment
to Registration Rights Agreement</U></B>. The term &#147;Amendment to
Registration Rights Agreement&#148; means the Amendment to Registration Rights
Agreement among the company and its shareholders, in the form of <U>Exhibit
B</U> hereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Amendment
to Shareholders&#146; Agreement</U></B>. The term &#147;Amendment to
Shareholders&#146; Agreement&#148; means the Amendment to Shareholders&#146;
Agreement among the company and certain of its shareholders, in the form of
<U>Exhibit K</U> hereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Amendment
to Stockholders&#146; Agreement</U></B>. The term &#147;Amendment to
Stockholders&#146; Agreement&#148; means the Amendment to Stockholders&#146;
Agreement among the company and its shareholders, in the form of <U>Exhibit
C</U> hereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Balance Sheet Date</u></b>.  The term  "Balance  Sheet Date" shall have the meaning  specified in Section  4.7(a)(ii) of this
Agreement.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Board of Directors</u></b>.  The term "Board of Directors" shall mean the Board of Directors of the Company.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Capital
Transaction</U></B>. The term &#147;Capital Transaction&#148; shall mean
any of the following: (i) one or more mergers, consolidations, liquidations,
sales of more than 50% of the assets of the Company in a single transaction or
series of related transactions, or other similar corporate actions pursuant to
which the Company or the holders of Common Stock receive cash, securities or
other property; and (ii) the sale by the Company of securities which upon
issuance constitute, or upon exercise, exchange or conversion will constitute,
50% or more of the Common Stock and the Preferred Stock of the Company to a
Person not an Affiliate of the Company (other than by operation of such sale) by
means of a public or private sale. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Charter</U></B>.
The term &#147;Charter&#148; shall include the articles or certificate of
incorporation, statute, constitution, joint venture or partnership agreement or
articles or other organizational document of any Person other than an
individual, each as from time to time amended or modified and in the case of the
Company shall mean the Amended and Restated Certificate of Incorporation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Closing</u></b>.  The term "Closing" shall have the meaning specified in Section 2.3 of this Agreement.</font></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>1</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Closing Date</u></b>.  The term "Closing Date" shall have the meaning specified in Section 2.3 of this Agreement.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Code</U></B>.
The term &#147;Code&#148; shall mean the Internal Revenue Code of 1986, any
successor statute of similar import, and the rules and regulations thereunder,
collectively and as from time to time amended and in effect. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Common Stock</u></b>.  The term "Common Stock" shall have the meaning specified in Section 4.5(a) of this Agreement.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Company</u></b>.  The term "Company" shall have the meaning specified in the introduction to this Agreement.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Consolidated
or consolidated</U></B>. The term &#147;Consolidated&#148; or
&#147;consolidated&#148; shall mean, with reference to any term defined herein,
that term as applied to the accounts of the Company and all of its Subsidiaries,
if any, consolidated in accordance with generally accepted accounting
principles. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Conversion
Stock</U></B>. The term &#147;Conversion Stock&#148; shall mean the
shares of Common Stock issuable upon conversion of the Series A Preferred Stock,
the Series A-1 Preferred Stock, the Series B Preferred Stock, the Series C-1
Preferred Stock, the Series C-2 Preferred Stock, the Series C-3 Preferred Stock,
the Series D Preferred Stock, the various series of Series E Preferred Stock and
the Series F-1 Preferred Stock. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Default</U></B>.
The term &#147;Default&#148; shall mean an event or condition which with the
passage of time or giving of notice, or both, would become an Event of Default. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Defaulting  Purchaser</u></b>.  The term  "Defaulting  Purchaser" shall mean a Purchaser which fails to purchase its Units in
accordance with the terms hereof.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Distribution</U></B>.
The term &#147;Distribution&#148; shall mean (a) the declaration or payment of
any dividend of cash or property on or in respect of any shares of any class of
capital stock of the Company; (b) the purchase, redemption or other retirement
of any shares of any class of capital stock of the Company, directly or
indirectly or otherwise; or (c) any other distribution on or in respect of any
shares of any class of capital stock of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Employee</u></b>.  The term  "Employee"  means each  current,  former or retired  employee  or officer of the  Company or any
ERISA Affiliate.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Employee
Agreement</U></B>. The term &#147;Employee Agreement&#148; means each
management, employment, severance, consulting, non-compete or confidentiality
agreement between the Company or any ERISA Affiliate and any Employee pursuant
to which the Company or any ERISA Affiliate has or may have any liability
contingent or otherwise; provided, however, in no event shall the term
&#147;Employee Agreement&#148; include any proprietary information and
confidentiality and assignment agreements entered into in accordance with
Section 7.27 of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Employee
Benefit Plan</U></B>. The term &#147;Employee Benefit Plan&#148; means
(other than an Employee Agreement) each pension, welfare, deferred compensation,
bonus, stock option, stock purchase, retirement, fringe, severance, performance
or incentive plan, agreement or arrangement, funded or unfunded, written or oral
and whether or not legally binding, including each &#147;employee benefit
plan&#148; within the meaning of Section 3(3) of ERISA, which is now or
previously has been sponsored, maintained, contributed to, or required to be
contributed to, or with respect to which any withdrawal liability (within the
meaning of Section 4201 of ERISA) has been incurred, by the Company or any ERISA
Affiliate, or pursuant to which the Company or any ERISA Affiliate has or may
have any liability, contingent or otherwise. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Environmental
Law</U></B>. The term &#147;Environmental Law&#148; means any law,
regulation or ordinance relating to air or water quality, waste management,
hazardous or toxic substances or the protection of health or the environment. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Equity
Incentive Plan</U></B>. The term &#147;Equity Incentive Plan&#148; shall
mean, collectively, (i) the Company&#146;s 1998 Stock Incentive Plan, as amended
as of May 16, 2000 and as previously amended, pursuant to which, as of the date
hereof, an aggregate of 10,000,000 shares of Common Stock have been authorized
and allocated for issuance pursuant to awards granted thereunder, of which
options and warrants exercisable for up to 6,584,168 shares are outstanding as
of June 30, 2001, (ii) the NuVox/Trivergent Employee Incentive Plan, as amended
as of June 21, 2000 and as previously amended, pursuant to which, as of the date
hereof, an aggregate of 10,984,000 shares of Common Stock have been authorized
and allocated for issuance pursuant to awards granted thereunder, of which
options and warrants exercisable for up to 9,634,509 shares are outstanding as
of June 30, 2001, (iii) the Company&#146;s 2001 Stock Incentive Plan pursuant to
which (a) up to an aggregate of 32,681,552 shares of Series F Preferred Stock
have been authorized and allocated for issuance pursuant to stock option awards
to be granted thereunder after the date hereof and (b) 1,889,888 Units have been
authorized and allocated for issuance pursuant to awards to be granted
thereunder after the date hereof, including Series E Warrants to acquire up to
24,392,268 shares of the various series of Series E Preferred Stock and up to
1,897,628 Series D Warrants, and (iv) the Company&#146;s 2001 Performance Plan
pursuant to which participants thereunder may be awarded varying fixed
percentage participations in the equity participation plan described therein,
all pursuant to awards to be granted thereunder after the date hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>ERISA</U></B>.
The term &#147;ERISA&#148; shall mean the federal Employee Retirement Income
Security Act of 1974, any successor statute of similar import, and the rules and
regulations thereunder, collectively and as from time to time amended and in
effect. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>ERISA
Affiliate</U></B>. The term &#147;ERISA Affiliate&#148; means each
business or entity which is a member of a &#147;controlled group of
corporations,&#148; under &#147;common control&#148; or a member of an
&#147;affiliated service group&#148; with the Company within the meaning of
Sections&#160;414(b), (c) or (m) of the Code, or required to be aggregated with
the Company under Section 414(o) of the Code, or is under &#147;common
control&#148; with the Company, within the meaning of Section&#160;4001(a)(14)
of ERISA. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>ERISA
Reportable Event</U></B>. The term &#147;ERISA Reportable Event&#148;
shall mean a reportable event with respect to a Guaranteed Pension Plan within
the meaning of &#167;4043 of ERISA and the regulations promulgated thereunder. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>2</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Events of Default</u></b>.  The term "Events of Default" shall have the meaning specified in Section 8.1 of this Agreement.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Exchange
Act</U></B>. The term &#147;Exchange Act&#148; shall mean the Securities
Exchange Act of 1934, or any successor federal statute, and the rules and
regulations of the SEC thereunder, as may be amended from time to time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Family
Members</U></B>. The term &#147;Family Members&#148; shall mean, as
applied to any individual, any spouse, child, grandchild, parent, brother or
sister thereof or any spouse of any of the foregoing, and each trust created for
the benefit of one or more of such Persons and each custodian of property of one
or more such Persons. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>FCC</u></b>.  The term "FCC" shall mean the Federal Communications Commission.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Financing
Agreements</U></B>. The term &#147;Financing Agreements&#148; shall mean
this Agreement, the Series D Warrants, the Series E Warrants, the
Stockholders&#146; Agreement, the Registration Rights Agreement, the
Shareholders&#146; Agreement and any and every other present or future
instrument or agreement from time to time entered into between the Company and
the Purchasers or any other holder of the Series D Preferred Stock, the Series D
Warrants, the Series E Warrants or any series of Series E Preferred Stock, as
the case may be, which relates to this Agreement, all as from time to time
amended or modified, and all statements, reports or certificates delivered by or
on behalf of the Company to any holder of the Series D Preferred Stock or any
series of Series E Preferred Stock, as the case may be, in connection herewith
or therewith. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Founders&#146;
Warrants</U></B>. The term &#147;Founders&#146; Warrants&#148; shall mean
the warrants issued to members of the Company&#146;s senior management team in
November 1998 listed on Exhibit F attached hereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Generally
accepted accounting principles or GAAP</U></B>. The terms &#147;generally
accepted accounting principles&#148; or &#147;GAAP&#148; shall mean accounting
principles generally accepted in the United States of America which are (a)
consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, in effect from time to time and
(b) applied on a basis consistent with prior periods. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Guaranteed
Pension Plan</U></B>. The term &#147;Guaranteed Pension Plan&#148; shall
mean any employee pension benefit plan within the meaning of &#167;&#160;3(2) of
ERISA maintained or contributed to by the Company or any ERISA Affiliate the
benefits of which are guaranteed on termination in full or in part by the PBGC
pursuant to Title IV of ERISA, other than a Multiemployer Plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Hart-Scott-Rodino
Act</U></B>. The term &#147;Hart-Scott-Rodino Act&#148; shall mean the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Hazardous
Materials</U></B>. The term &#147;Hazardous Materials&#148; shall mean,
collectively, (a)&#160;any petroleum or petroleum products, flammable
explosives, radioactive materials, friable asbestos, urea formaldehyde foam
insulation, and transformers or other equipment that contain dielectric fluid
containing polychlorinated biphenyls (PCBs), (b)&#160;any chemicals or other
materials or substances as included in the definition of &#147;hazardous
substance&#148;, &#147;hazardous waste&#148;, &#147;hazardous materials&#148;,
&#147;extremely hazardous wastes&#148;, &#147;restricted hazardous wastes&#148;,
&#147;toxic substances&#148;, &#147;toxic pollutants&#148;,
&#147;contaminants&#148;, &#147;pollutants&#148; or words of similar import
under any Environmental Law; and (c)&#160;any other chemical or other material
or substance, exposure to which is now prohibited, limited or regulated under
any Environmental Law. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Indebtedness</U></B>.
The term &#147;Indebtedness&#148; shall mean all obligations, contingent and
otherwise, which in accordance with generally accepted accounting principles
should be classified on the obligor&#146;s balance sheet as liabilities, or to
which reference should be made by footnotes thereto, including without
limitation, in any event and whether or not so classified: (i) all debt and
similar monetary obligations, whether direct or indirect; (ii) all liabilities
secured by any Lien existing on Property, whether or not the liability secured
thereby shall have been assumed; (iii) all guaranties, endorsements and other
contingent obligations whether direct or indirect in respect of Indebtedness or
performance of others, including any obligation to supply funds to or in any
manner to invest in, directly or indirectly, the debtor, to purchase
Indebtedness, or to assure the owner of Indebtedness against loss, through an
agreement to purchase goods, supplies, or services for the purpose of enabling
the debtor to make payment of the Indebtedness held by such owner or otherwise,
and (iv) obligations to reimburse issuers of any letters of credit. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Institutional  Directors</u></b>.  The term  "Institutional  Directors" shall mean those directors of the Company who are not
also executive officers of the Company.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Investments</U></B>.
The term &#147;Investments&#148; shall mean (a) any investment in shares of
capital stock, evidence of Indebtedness or other securities issued by any other
Person, (b) any loan, advance, or extension of credit to, or contribution to the
capital of, any other Person, (c) any purchase of the securities or business or
integral part of the business of any other Person, or commitment to make such
purchase, and (d) any other investment in any other Person; provided, however,
that the term &#147;Investment&#148; shall not include (i) trade and customer
accounts receivable for services rendered in the ordinary course of business and
payable in accordance with customary trade terms, and all letters of credit or
other instruments securing the same, (ii) advances to employees for travel
expenses, drawing accounts and similar expenditures but only to the extent that
(A) each such advance is in an amount less than $2,000, (B) the aggregate amount
of such advances outstanding to any individual employee at any particular time
does not exceed $5,000, and (C) all such advances outstanding at any particular
time do not exceed $25,000, and (iii) stock or other securities acquired in
connection with the satisfaction or enforcement of Indebtedness or claims due or
owing to the Company or any of its Subsidiaries or as security for any such
Indebtedness or claim. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>IRS</u></b>.  The term "IRS" shall have the meaning specified in Section 4.18 hereof.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Lien</U></B>.
The term &#147;Lien&#148; shall mean (a) any encumbrance, mortgage, pledge,
lien, charge or other security interest of any kind upon any Property, or upon
the income or profits therefrom; (b) any acquisition of or agreement to have an
option to acquire any Property or assets upon conditional sale or other title
retention agreement, device or arrangement (including a capitalized lease); or
(c) any sale, assignment, pledge or other transfer for security by the Company
or any of its Subsidiaries of any accounts, general intangibles or chattel
paper, with or without recourse. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>3</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Majority Holders</u></b>.  The term "Majority Holders" shall mean the holders of at least 66-2/3% of the Preferred Stock.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Multiemployer
Plan</U></B>. The term &#147;Multiemployer Plan&#148; shall mean any
multiemployer plan within the meaning of &#167;&#160;3(37) of ERISA maintained
or contributed to by the Company or any ERISA Affiliate. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>PBGC</u></b>. PBGC shall mean the Pension Benefit  Guaranty  Corporation  created by &#167;&#160;4002 of ERISA and any successor  entity
or entities having similar responsibilities.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Permitted  Indebtedness</u></b>.  The term "Permitted  Indebtedness" shall have the meaning specified in Section 7.10 of this
Agreement.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Permitted Liens</u></b>.  The term "Permitted Liens" shall have the meaning specified in Section 7.11 of this Agreement.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Person</U></B>.
The term &#147;Person&#148; shall mean an individual, partnership, corporation,
association, trust, joint venture, unincorporated organization, and any
government, governmental department or agency or political subdivision thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Preferred
Stock</U></B>. The term &#147;Preferred Stock&#148; shall mean (a) the
Series A Preferred Stock, the Series A-1 Preferred Stock, the Series B Preferred
Stock, the Series C-1 Preferred Stock, the Series C-2 Preferred Stock, the
Series C-3 Preferred Stock, the Series D Preferred Stock, the Series E-1
Preferred Stock, the Series E-2 Preferred Stock, the Series E-3 Preferred Stock,
the Series E-4 Preferred Stock, the Series E-5 Preferred Stock, the Series E-6
Preferred Stock, the Series E-7 Preferred Stock, the Series E-8 Preferred Stock,
the Series E-9 Preferred Stock, the Series E-10 Preferred Stock, the Series E-11
Preferred Stock, the Series E-12 Preferred Stock, the Series E-13 Preferred
Stock and the Series F-1 Preferred Stock and (b) any shares of any other class
or series of preferred stock of the Company hereafter issued, including any
shares which are issued to the holders of shares of Preferred Stock upon any
reclassification thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Prior
Purchase Agreements</U></B>. The term &#147;Prior Purchase
Agreements&#148; shall mean, collectively, (i) the Securities Purchase Agreement
among the Company and the holders of the Series A Preferred Stock dated as of
November 18, 1998, as amended from time to time thereafter, including pursuant
to Article XXII hereof; (ii) the Securities Purchase Agreement among the Company
and the holders of the Series A-1 Preferred Stock dated as of December 13, 1999,
as amended from time to time thereafter, including pursuant to Article XXII
hereof; and (iii) the Securities Purchase Agreement among the Company and the
holders of the Series B Preferred Stock dated as of March 31, 2000, as amended
from time to time thereafter, including pursuant to Article XXII hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Private
Placement Memorandum.</U></B> The term &#147;Private Placement
Memorandum&#148; shall mean the Company&#146;s Confidential Private Placement
Memorandum dated as of September 10, 2001, which has been previously provided to
each of the Purchasers. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Pro
Rata Share</U></B> means, in respect of each Purchaser, its allocated
share of the offering of the Units, determined on the basis of the amount and
class of its prior investment in the Company, as shown on Schedule 1 hereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Property</u></b>.  The term "Property"  shall mean the assets and properties  owned and/or operated by the Company and/or its
Subsidiaries.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Public
Sale</U></B>. The term &#147;Public Sale&#148; shall mean any sale of
securities to the public pursuant to a public offering registered under the
Securities Act or to the public through a broker or market-maker pursuant to the
provisions of Rule 144 (or any successor rule) adopted under the Securities Act
or any other public offering not required to be registered under the Securities
Act. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Purchase Price</u></b>.  The term "Purchase Price" shall have the meaning specified in Section 2.2 of this Agreement.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Purchasers</U></B>.
Each of the Persons listed on <U>Exhibit A</U> to this Agreement, and any Person
who becomes a party to this Agreement after the date hereof pursuant to Article
X of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Registration
Rights Agreement</U></B>. The term &#147;Registration Rights
Agreement&#148; shall mean the Amended and Restated Registration Rights
Agreement dated as of March 31, 2000, as amended by the Amendment to
Registration Rights Agreement, among the Company and the stockholders of the
Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Related
Agreements</U></B>. The term &#147;Related Agreements&#148; shall mean
the Financing Agreements (other than this Agreement) and the Amended and
Restated Certificate of Incorporation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>SBA</u></b>.  The term "SBA" shall have the meaning specified in Section 6.1.12 of this Agreement.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>SBIC
Investor</U></B>. The term &#147;SBIC Investor&#148; shall have the
meaning specified in Section&#160;6.1.12 of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>SEC</U></B>
The term &#147;SEC&#148; shall mean the United States Securities and Exchange
Commission. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Securities
Act</U></B>. The term &#147;Securities Act&#148; shall mean the
Securities Act of 1933, as amended, or any successor federal statute, and the
rules and regulations of the SEC thereunder, all as the same shall be in effect
at the time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
A Preferred Stock</U></B>. The term &#147;Series A Preferred Stock&#148;
shall have the meaning specified in Section 4.5(a) of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
A-1 Preferred Stock</U></B>. The term &#147;Series A-1 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
B Holders</U></B>. The term &#147;Series B Holders&#148; shall mean the
holders of the Series B Preferred Stock. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>4</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
B Preferred Stock</U></B>. The term &#147;Series B Preferred Stock&#148;
shall have the meaning specified in Section 4.5(a) of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
C-1 Preferred Stock</U></B>. The term &#147;Series C-1 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
C-2 Preferred Stock</U></B>. The term &#147;Series C-2 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
C-3 Preferred Stock</U></B>. The term &#147;Series C-3 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
D Preferred Stock</U></B>. The terms &#147;Series D Preferred Stock&#148;
shall have the meaning specified in Section 4.5(a) of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
D Warrant</U></B>. The term &#147;Series D Warrant&#148; shall mean a
warrant in the form attached hereto as Exhibit G-1, Exhibit G-2, Exhibit G-3 or
Exhibit G-4, which warrant shall evidence the right of a Purchaser to purchase
the number of additional shares of Series D Preferred Stock specified therein
for a period commencing on the Closing Date or Subsequent Closing Date, as the
case may be, and ending on September 30, 2006, at an initial per share exercise
price of $1.50 with respect to the Series D Warrants in the form of Exhibit G-1
or G-2 and $.01 with respect to the Series D Warrants in the form of Exhibit G-3
or G-4. The Series D Warrant in the form of Exhibit G-1 shall be issued to all
Purchasers other than those Purchasers listed on <U>Schedule 2.3(b)</U> hereof
and the Series D Warrant in the form of Exhibit G-2 shall be issued to all
Purchasers listed on <U>Schedule 2.3(b</U>). The Series D Warrant in the form of
Exhibit G-3 shall be issued to all Purchasers listed on <U>Exhibit H</U> other
than those Purchasers listed on both <U>Schedule 2.3(b)</U> and <U>Exhibit H
</U>hereof and the Series D Warrant in the form of Exhibit G-4 shall be issued
to all Purchasers listed on both <U>Exhibit </U>H and <U>Schedule 2.3(b</U>). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E Preferred Stock</U></B>. The term &#147;Series E Preferred Stock&#148;
shall mean, collectively, the Series E-1 Preferred Stock, the Series E-2
Preferred Stock, the Series E-3 Preferred Stock, the Series E-4 Preferred Stock,
the Series E-5 Preferred Stock, the Series E-6 Preferred Stock, the Series E-7
Preferred Stock, the Series E-8 Preferred Stock, the Series E-9 Preferred Stock,
the Series E-10 Preferred Stock, the Series E-11 Preferred Stock, the Series
E-12 Preferred Stock and the Series E-13 Preferred Stock. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E-1 Preferred Stock</U></B>. The term &#147;Series E-1 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E-2 Preferred Stock</U></B>. The term &#147;Series E-2 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E-3 Preferred Stock</U></B>. The term &#147;Series E-3 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E-4 Preferred Stock</U></B>. The term &#147;Series E-4 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E-5 Preferred Stock</U></B>. The term &#147;Series E-5 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E-6 Preferred Stock</U></B>. The term &#147;Series E-6 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E-7 Preferred Stock</U></B>. The term &#147;Series E-7 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E-8 Preferred Stock</U></B>. The term &#147;Series E-8 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E-9 Preferred Stock</U></B>. The term &#147;Series E-9 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E-10 Preferred Stock</U></B>. The term &#147;Series E-10 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E-11 Preferred Stock</U></B>. The term &#147;Series E-11 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E-12 Preferred Stock</U></B>. The term &#147;Series E-12 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E-13 Preferred Stock</U></B>. The term &#147;Series E-13 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
E Warrant</U></B>. The term &#147;Series E Warrant&#148; shall mean a
warrant in the form attached hereto as Exhibit I-1 or Exhibit I-2, which warrant
shall evidence the right of a Purchaser (or its Affiliated Investor) to acquire
shares of certain of the series of Series E Preferred Stock for a period
commencing on the Closing Date or the Subsequent Closing Date, as the case may
be, and ending on March 31, 2002, all on the terms described in Section 3.1. The
Series E Warrant in the form of Exhibit I-1 shall be issued to all Purchasers
other than those Purchasers listed on <U>Schedule 2.3(b) </U>hereof and the
Series E Warrant in the form of Exhibit I-2 shall be issued to all Purchasers
listed on <U>Schedule 2.3(b</U>). </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>5</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
F Preferred Stock</U></B>. The term &#147;Series F Preferred Stock&#148;
shall mean, collectively, the Series F-1 Preferred Stock and any other shares of
series F preferred stock of the Company hereafter authorized for issuance under
and pursuant to the terms of the Company&#146;s 2001 Stock Incentive Plan as it
exists on the date hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Series
F-1 Preferred Stock</U></B>. The term &#147;Series F-1 Preferred
Stock&#148; shall have the meaning specified in Section 4.5(a) of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Shareholders&#146;
Agreement</U></B>. The term &#147;Shareholders&#146; Agreement&#148;
shall mean the Shareholders&#146; Agreement dated as of August 14, 1998, as
amended from time to time thereafter, including by the Amendment to
Shareholders&#146; Agreement, among the Company and certain of its stockholders. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Small  Business  Act</u></b>.  The term "Small  Business  Act" shall have the meaning  specified  in  Section 6.1.12  of this
Agreement.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Stockholders&#146;
Agreement</U></B>. The term &#147;Stockholders&#146; Agreement&#148;
shall mean the Amended and Restated Stockholders&#146; Agreement dated as of
March 31, 2000, as amended by the Amendment to Stockholders&#146; Agreement,
among the Company and its stockholders. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Subsequent  Closing</u></b>.  The term  "Subsequent  Closing"  shall  have  the  meaning  specified  in  Section  2.3 of this
Agreement.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Subsequent  Closing Date</u></b>.  The term  "Subsequent  Closing Date" shall have the meaning  specified in  Section 2.3  of
this Agreement.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Subsidiary</U></B>.
The term &#147;Subsidiary&#148; shall mean any Person in which the Company shall
at the time own directly or indirectly through another Subsidiary at least a
majority of its outstanding capital stock (or other shares of beneficial
interest) entitled to vote generally. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Supermajority
Board Vote</U></B>. The term &#147;Supermajority Board Vote&#148; shall
mean the affirmative vote of at least 66 2/3% of the members of the Board of
Directors present at a meeting at which a quorum is present, which vote shall
include the affirmative vote of at least four Institutional Directors, if there
are six or five Institutional Directors present at the meeting at which such
vote occurs or three Institutional Directors if there are four or three
Institutional Directors present at the meeting at which such vote occurs. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Unit</U></B>.
The term &#147;Unit&#148; shall mean one share of Series D Preferred Stock, one
Series D Warrant evidencing a right to purchase one share of Series D Preferred
Stock on the terms and conditions set forth in such Series D Warrant and Series
E Warrants evidencing a right to purchase shares of Series E Preferred Stock on
the terms and conditions set forth in such Series E Warrants. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>United
States Bankruptcy Code</U></B>. The term &#147;United States Bankruptcy
Code&#148; shall mean Title 11 of the United States Code as in effect from time
to time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>USRPHC</u></b>.  The term "USRPHC" shall have the meaning specified in Section 4.32 of this Agreement.</font></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2><b>ARTICLE II. SALE AND PURCHASE OF UNITS ON THE CLOSING DATE</b></font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
2.1</U>. <U>Sale and Purchase of Units</U>.</B> Subject to all of the terms and
conditions hereof and in reliance on the representations and warranties set
forth or referred to herein, the Company agrees to issue and sell to each
Purchaser, and each Purchaser commits to purchase, the number of Units set forth
opposite the name of such Purchaser on Exhibit&#160;A attached hereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Section 2.2</u></b>.  <b><u>Purchase Price</u></b>.  The per Unit <u>purchase price</u> is $1.50 (the "Purchase Price").</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
2.3</U>. <U>Closing</U>.</B> The closing of the purchase and sale of the Units
to be purchased hereunder by all of the Purchasers except those listed
<U>Schedule 2.3(a)</U> hereto (the &#147;<U>Closing</U>&#148;) will take place
at the offices of the Company, 16090 Swingley Ridge Road, Suite 500,
Chesterfield, Missouri 63017, at 10:00&#160;a.m. CDT on September 20, 2001, or
at such other time, date and place as the Company and counsel for the Purchasers
may agree upon (the &#147;<U>Closing Date</U>&#148;). Each closing of the
purchase and sale of the Units to be purchased hereunder by the Purchasers
listed on <U>Schedule 2.3(a) </U>hereto (a &#147;<U>Subsequent
Closing</U>&#148;) will take place at the offices of the Company, 16090 Swingley
Ridge Road, Suite 500, Chesterfield, Missouri 63017, on or before September 30,
2001, at such time and date as the Company and any Purchaser listed on
<U>Schedule 2.3(a)</U> may agree upon (a &#147;<U>Subsequent Closing
Date</U>&#148;). At the Closing and any Subsequent Closing, the Company will
deliver to each Purchaser of Units on the Closing Date or the Subsequent Closing
Date, as the case may be (a) a certificate evidencing the number of shares of
Series D Preferred Stock to be purchased on the Closing Date or the Subsequent
Closing Date, as the case may be, by such Purchaser (which number shall equal
the number of Units being purchased by such Purchaser), (b) a Series D Warrant
evidencing the right of such Purchaser to purchase an additional number of
shares of Series D Preferred Stock, on the terms and conditions contained in
such Series D Warrant (which Series D Warrant shall be in the form of either
Exhibit G-1 or G-2, as specified in the definition of Series D Warrant contained
herein), in an amount equal to the number of Units being purchased by such
Purchaser, (c) a Series E Warrant evidencing the right of such Purchaser to
purchase shares of certain of the series of Series E Preferred Stock on the
terms specified in Section 3.1 hereof (which Series E Warrant shall be in the
form of either of Exhibit I-1 or Exhibit I-2, as specified in the definition of
Series E Warrant contained herein), and, if applicable, (d) an additional Series
D Warrant evidencing the right of such Purchaser to purchase an additional
number of shares of Series D Preferred Stock as set forth in Section 2.4 (which
additional Series D Warrant shall be in the form of either Exhibit G-3 or G-4,
as specified in the definition of Series D Warrant contained herein), all
against payment of the Purchase Price for all such Units in immediately
available funds or, in the case of Purchasers listed on <U>Schedule 2.3(b)</U>,
a promissory note in the form of Exhibit J attached hereto. All of the Series D
Preferred Stock, Series D Warrants and Series E Warrants so to be delivered on
the Closing Date or the Subsequent Closing Date will be issued to the
appropriate Purchaser on or before the Closing Date or the Subsequent Closing
Date, as the case may be, and registered in such Purchaser&#146;s name in the
Company&#146;s records in the amounts designated in Exhibit A hereof. In the
case of the Purchasers listed on <U>Schedule 2.3(a)</U>, such Purchaser shall
also pay, on the Subsequent Closing Date, interest on the aggregate amount of
the Purchase Price for its Units, at the rate of 10% per annum, for the period
from the Closing Date to the Subsequent Closing Date. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>6</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
2.4</U>. <U>Additional Series D Warrants</U>.</B> At the Closing or the
Subsequent Closing, as the case may be, each Purchaser listed on Exhibit H
attached hereto shall be entitled to an additional Series D Warrant evidencing
the right of such Purchaser to initially purchase an additional number of shares
of Series D Preferred Stock equal to the number set forth next to such
Purchaser&#146;s name on Exhibit H, all on the terms and conditions set forth in
such additional Series D Warrant. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
2.5</U>. <U>Subsequent Closings</U>.</B> If a Purchaser fails to satisfy all or
any portion of its obligation to purchase the Units required to be purchased by
such Purchaser on the Closing Date or the Subsequent Closing Date, as the case
may be, and so long as all of the conditions set forth in Section 6.1 to such
Purchaser&#146;s obligations (only to the extent applicable to such Purchaser)
have been satisfied, such Purchaser shall be deemed a Defaulting Purchaser, and
the Board of Directors may elect in its sole discretion to (i)&#160;bring an
action to enforce such Purchaser&#146;s obligation to satisfy its obligations to
purchase the Units agreed to be purchased by such Purchaser hereunder, including
interest thereon from the time such payment was due until paid at the lesser of
(A)&#160;18% per annum, compounded on a monthly basis to the extent permitted by
law, or (B)&#160;the highest rate permitted by law or (ii)&#160;decline to allow
the Defaulting Purchaser to purchase Units. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
2.6</U>. <U>Use of Proceeds</U>.</B> The proceeds from the sale of the Units
purchased hereunder will be used as described under the caption &#147;Use of
Proceeds&#148; in the Private Placement Memorandum. The Company covenants and
agrees to provide the Purchasers with such information as they may reasonably
request to verify the use of the proceeds from the sale of the Units. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2><b>ARTICLE III. TERMS OF SERIES E WARRANTS AND SERIES E PREFERRED STOCK</b></font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
3.1.</U> <U>Certain Calculations Relative to the Series E Warrants</U>.</B> The
number of Series E Warrants to be issued to each Purchaser has been determined
on the basis of the amounts and classes of the Purchaser&#146;s current equity
ownership in the Company, as follows: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;
Each Purchaser who holds on the date hereof (or whose Affiliated Investor holds)
shares of Series A Preferred Stock and who subscribes to 100% or more of such
Purchaser&#146;s Pro Rata Share, will receive the number of Series E Warrants to
purchase shares of Series E-1 Preferred Stock, exercisable at $1.00 per share,
equal to the aggregate dollars of consideration paid for all such shares of
Series A Preferred Stock held by such Purchaser (or such Purchaser&#146;s
Affiliated Investor), divided by $1.00; any such Purchaser who subscribes for
less than 100% of such Purchaser&#146;s Pro Rata Share will receive a
proportionately smaller number of Series E Warrants to purchase shares of Series
E-1 Preferred Stock. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;
Each Purchaser who holds on the date hereof (or whose Affiliated Investor holds)
shares of Series A-1 Preferred Stock and who subscribes to 100% or more of such
Purchaser&#146;s Pro Rata Share, will receive a number of Series E Warrants to
purchase shares of Series E-2 Preferred Stock, exercisable at $1.00 per share,
equal to the aggregate dollars of consideration paid for all such shares of
Series A-1 Preferred Stock held by such Purchaser (or such Purchaser&#146;s
Affiliated Investor), divided by $1.00; any such Purchaser who subscribes for
less than 100% of such Purchaser&#146;s Pro Rata Share will receive a
proportionately smaller number of Series E Warrants to purchase shares of Series
E-2 Preferred Stock. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;
Each Purchaser who holds on the date hereof (or whose Affiliated Investor holds)
shares of Series C-1 Preferred Stock, Series C-2 Preferred Stock or Series C-3
Preferred Stock and who subscribes to 100% or more of such Purchaser&#146;s Pro
Rata Share, will receive a number of Series E Warrants to purchase shares of
Series E-3 Preferred Stock, exercisable at $1.00 per share, equal to the
aggregate dollars of consideration paid for all such shares of Series C-1
Preferred Stock, Series C-2 Preferred Stock or Series C-3 Preferred Stock held
by such Purchaser (or such Purchaser&#146;s Affiliated Investor), divided by
$1.00; any such Purchaser who subscribes for less than 100% of such
Purchaser&#146;s Pro Rata Share will receive a proportionately smaller number of
Series E Warrants to purchase shares of Series E-3 Preferred Stock. For purposes
of this Agreement, the aggregate dollars of consideration paid for any shares of
Preferred Stock of the Company which were issued to the former shareholders of
State Communications, Inc. in connection with the closing of the merger
transaction contemplated by that Agreement and Plan of Merger dated as of June
9, 2000 by and among the Company, Triangle Acquisition Corp. and State
Communications, Inc. shall be deemed to be equal to the sum of the aggregate
dollars of consideration paid by such Purchaser to State Communications, Inc.
for the shares of capital stock of State Communications, Inc. which were
exchanged for such shares of Preferred Stock pursuant to the terms of such
Agreement and Plan of Merger plus the aggregate initial liquidation value at the
time of such merger of all shares of Preferred Stock which were exchanged for
shares of capital stock of State Communications, Inc. distributed to such
Purchaser as an in-kind dividend. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;
Each Purchaser who holds on the date hereof (or whose Affiliated Investor holds)
shares of Common Stock which were purchased for consideration of $1.00 or more
and who subscribes to 100% or more of such Purchaser&#146;s Pro Rata Share, will
receive a number of Series E Warrants to purchase shares of Series E-4 Preferred
Stock, exercisable at $1.00 per share, equal to the aggregate dollars of
consideration paid for all such shares of Common Stock which were purchased for
consideration of $1.00 or more and are held by such Purchaser (or such
Purchaser&#146;s Affiliated Investor), divided by $1.00; any such Purchaser who
subscribes for less than 100% of such Purchaser&#146;s Pro Rata Share will
receive a proportionately smaller number of Series E Warrants to purchase shares
of Series E-4 Preferred Stock. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>7</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;
Each Purchaser who holds (or whose Affiliated Investor holds) on the date hereof
shares of Common Stock which were purchased for the per share consideration of
$0.92, $0.90, $0.50, $0.30, $0.13, $0.11, or $0.0045 and who subscribes to 100%
or more of such Purchaser&#146;s Pro Rata Share will receive a number of Series
E Warrants to purchase the respective number of shares of Series E-5 Preferred
Stock, Series E-6 Preferred Stock, Series E-7 Preferred Stock, Series E-8
Preferred Stock, Series E-9 Preferred Stock, Series E-10 Preferred Stock and/or
Series E-11 Preferred Stock, exercisable at $1.00 per share, equal to the
respective number of such shares of Common Stock so held; any such Purchaser who
subscribes for less than 100% of such Purchaser&#146;s Pro Rata Share will
receive a proportionately smaller number of such Series E Warrants to purchase
shares of Series E-5 Preferred Stock, Series E-6 Preferred Stock, Series E-7
Preferred Stock, Series E-8 Preferred Stock, Series E-9 Preferred Stock, Series
E-10 Preferred Stock and/or Series E-11 Preferred Stock. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;
Each Purchaser who holds (or whose Affiliated Investor holds) on the date hereof
shares of Series B Preferred Stock, and who subscribes to 100% or more of such
Purchaser&#146;s Pro Rata Share, will receive a number of Series E Warrants to
purchase shares of Series E-12 Preferred Stock, exercisable at $1.00 per share,
equal to the aggregate dollars of consideration paid for all such shares of
Series B Preferred Stock divided by $1.00. A holder of Series B Preferred Stock
shall be deemed to have subscribed for at least 100% of such holder&#146;s Pro
Rata Share if such holder has subscribed for at least 100% of its Pro Rata Share
based on its investment in Series A Preferred Stock, Series A-1 Preferred Stock
and Common Stock and at least 125% of its Pro Rata Share based on its investment
in Series B Preferred Stock. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;
Any Purchaser who holds (or whose Affiliated Investor holds) on the date hereof
shares of Series B Preferred Stock, and who subscribes to less than 100% of such
Purchaser&#146;s Pro Rata Share (as determined in (f) above), will receive a
number of Series E Warrants to purchase shares of Series E-13 Preferred Stock,
exercisable at $1.75 per share, with the number of such warrants equal to (i)
the percentage of such Purchaser&#146;s Pro Rata Share that is purchased by such
Purchaser multiplied by the aggregate dollars of consideration paid for all such
shares of Series B Preferred Stock divided by (ii) $1.75. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
number of Series E Warrants to be issued to each Purchaser, calculated as
provided above, is shown on <U>Schedule 3.1</U> hereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Section 3.2</u></b>  <b><u>Exercise of the Series E Warrants.</u></b></font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;
Each Series E Warrant will entitle the holder to acquire shares of the various
series of Series E Preferred Stock at (i) $1.75 per share in respect of Series E
Warrants issued in respect of Series B Preferred Stock whose holders have
subscribed for Units at less than 100% of their Pro Rata Share (as determined in
3.1(f) above), as shown on Schedule 1, and (ii) $1.00 per share in respect of
all other Series E Warrants. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;
The exercise price under the Series E Warrants may be paid in cash or by
surrendering shares of Common Stock or Preferred Stock of the Company, as
follows: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;
Shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series B
Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock or
Series C-3 Preferred Stock, and shares of Common Stock with a purchase price of
$1 or more, surrendered in payment of the exercise price for any such Series E
Warrants shall be valued for this purpose at the amount paid by the holder
thereof for such shares (as determined in accordance with the provisions of
Section 3.1); <BR><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;Shares of Common  Stock with a purchase  price of less than $1 will be valued for this
purpose at $1 per share;</FONT>
</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;
In any exercise of Series E Warrants using Common Stock or Preferred Stock, (A)
only shares of Series A Preferred Stock may be used to acquire shares of Series
E-1 Preferred Stock, (B) only shares of Series A-1 Preferred Stock may be used
to acquire shares of Series E-2 Preferred Stock, (C) only shares of Series C-1
Preferred Stock, Series C-2 Preferred Stock or Series C-3 Preferred Stock may be
used to acquire shares of Series E-3 Preferred Stock, (D) only shares of Series
B Preferred Stock may be used to acquire shares of either Series E-12 Preferred
Stock or Series E-13 Preferred Stock, and (E) only shares of Common Stock may be
used to acquire shares of any of the series of Series E Preferred Stock numbered
E-4 through E-11, inclusive. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The number of shares held
by each of the Purchasers and their values for this purpose are shown on
<U>Schedule 3.2</U>. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;
A Series E Warrant may be exercised either by the Purchaser, the permitted
assignees of the Purchaser or an Affiliated Investor of the Purchaser. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
order to induce the Purchasers to enter into this Agreement and to purchase the
Series D Preferred Stock, the Company hereby represents and warrants as of the
date hereof that: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.1</U>. <U>Organization and Good Standing</U>.</B> The Company is validly
existing and in good standing under the laws of the State of Delaware and in
each jurisdiction in which it is required to be qualified as a foreign
corporation. The Company is not required to be qualified as a foreign
corporation in any jurisdiction other than those listed on
<U>Schedule&#160;4.1</U>. The Company has the power to own its properties and to
carry on its business as now conducted and as proposed to be conducted. Each of
the Subsidiaries is validly existing and in good standing under the laws of the
jurisdiction of its incorporation. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>8</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.2</U>. <U>Authorization</U>.</B> The execution, delivery and performance by
the Company of this Agreement and each Related Agreement, the issuance and sale
by the Company of the Units, the issuance of the Series D Preferred Stock upon
exercise of the Series D Warrants, the issuance of the applicable series of
Series E Preferred Stock upon exercise of the Series E Warrants and the issuance
of the Conversion Stock upon conversion of the Series D Preferred Stock and the
various series of Series E Preferred Stock, (a)&#160;are within its corporate
power and authority, (b)&#160;have been duly authorized by all necessary
corporate, shareholder and other proceedings, and (c)&#160;do not conflict with
or result in any breach of any provision of, or result in the creation of any
Lien upon any of the Property pursuant to, the Amended and Restated Certificate
of Incorporation or by-laws of the Company or any law, regulation, order,
judgment, writ, injunction, license, permit, agreement or instrument, the
non-compliance with which would materially adversely affect the business,
operations or financial condition of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.3</U>. <U>Enforceability</U>.</B> This Agreement and each of the Related
Agreements, the issuance and sale by the Company of the Units hereunder, the
issuance of the Series D Preferred Stock upon exercise of the Series D Warrants,
the issuance of the applicable series of Series E Preferred Stock upon exercise
of the Series E Warrants and the issuance of the Conversion Stock upon
conversion of the Series D Preferred Stock, constitute, and when a share of each
series of Series E Preferred Stock is issued, the issuance of the Conversion
Stock upon conversion of such series of Series E Preferred Stock will
constitute, legally binding obligations of the Company enforceable against it in
accordance with the respective terms and provisions hereof and thereof, except
to the extent (a) such enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors&#146; rights, (b) that the availability of the remedy
of specific performance or injunctive or other equitable relief is subject to
the discretion of the court before which any proceeding therefor may be brought
and (c) the enforceability of the indemnity and contribution provisions
contained in the Registration Rights Agreement may be limited under federal
securities laws. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.4</U>. <U>Consents</U>.</B> Except as set forth in <U>Schedule 4.4</U> hereto,
the execution, delivery and performance by the Company of this Agreement and
each Related Agreement, the purchase and sale of the Units, the issuance of the
Series D Preferred Stock upon exercise of the Series D Warrants, the issuance of
the applicable series of Series E Preferred Stock upon exercise of the Series E
Warrants and the issuance of the Conversion Stock upon conversion of the Series
D Preferred Stock or upon conversion of the various series of Series E Preferred
Stock when issued, do not require the approval or consent of, or any filing
with, any governmental authority or agency or any other Person. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.5</U>. <U>Capitalization</U>.</B> (a)&#160;&#160;<I>Capital Stock</I>. As of
the Closing Date, the authorized capital stock of the Company will consist
solely of 900,000,000 shares of common stock, $.01 par value per share (the
&#147;Common Stock&#148;), and 800,000,000 shares of Preferred Stock, $.01 par
value per share, of which 26,850,000 shares will be designated as Series A
Convertible Preferred Stock (the &#147;Series A Preferred Stock&#148;),
3,125,000 shares will be designated as Series A-1 Convertible Preferred Stock
(the &#147;Series A-1 Preferred Stock&#148;), 30,430,612 shares will be
designated as Series B Convertible Preferred Stock (the &#147;Series B Preferred
Stock&#148;), 5,374,481 shares will be designated as Series C-1 Convertible
Preferred Stock (the &#147;Series C-1 Preferred Stock&#148;), 15,786,710 shares
will be designated as Series C-2 Convertible Preferred Stock (the &#147;Series
C-2 Preferred Stock&#148;), 17,735,703 shares will be designated as Series C-3
Convertible Preferred Stock (the &#147;Series C-3 Preferred Stock&#148;),<I>
</I>155,000,000 shares will be designated as Series D Convertible Preferred
Stock (the &#147;Series D Preferred Stock&#148;), 80,550,000 shares will be
designated as Series E-1 Convertible Preferred Stock (the &#147;Series E-1
Preferred Stock&#148;), 12,500,000 shares will be designated as Series E-2
Convertible Preferred Stock (the &#147;Series E-2 Preferred Stock&#148;),
133,284,618 shares will be designated as Series E-3 Convertible Preferred Stock
(the &#147;Series E-3 Preferred Stock&#148;), 16,486,756 shares will be
designated as Series E-4 Convertible Preferred Stock (the &#147;Series E-4
Preferred Stock&#148;), 281,415 shares will be designated as Series E-5
Convertible Preferred Stock (the &#147;Series E-5 Preferred Stock&#148;),
681,793 shares will be designated as Series E-6 Convertible Preferred Stock (the
&#147;Series E-6 Preferred Stock&#148;), 5,180,000 shares will be designated as
Series E-7 Convertible Preferred Stock (the &#147;Series E-7 Preferred
Stock&#148;), 663,599 shares will be designated as Series E-8 Convertible
Preferred Stock (the &#147;Series E-10 Preferred Stock&#148;), 1,388,154 shares
will be designated as Series E-9 Convertible Preferred Stock (the &#147;Series
E-9 Preferred Stock&#148;), 5,202,623 shares will be designated as Series E-10
Convertible Preferred Stock (the &#147;Series E-10 Preferred Stock&#148;),
221,200 shares will be designated as Series E-11 Convertible Preferred Stock
(the &#147;Series E-11 Preferred Stock&#148;), 213,014,284 shares will be
designated as Series E-12 Convertible Preferred Stock (the &#147;Series E-12
Preferred Stock&#148;), no shares will be designated as Series E-13 Convertible
Preferred Stock (the &#147;Series E-13 Preferred Stock&#148;) and 32,681,552
shares will be designated as Series F Convertible Preferred Stock of which
24,000,000 shares will be designated as Series F-1 Convertible Preferred Stock
(the &#147;Series F-1 Preferred Stock&#148;). Of such authorized shares, as of
the Closing Date and immediately prior to Closing, 19,778,401 shares of Common
Stock, 26,850,000 shares of Series A Preferred Stock, 3,125,000 shares of Series
A-1 Preferred Stock, 30,430,612 shares of Series B Preferred Stock, 5,374,481
shares of Series C-1 Preferred Stock, 15,786,710 shares of Series C-2 Preferred
Stock and 17,735,703 shares of Series C-3 Preferred Stock will be issued and
outstanding. <U>Schedule&#160;4.5(a)</U> includes a table indicating the number
of shares of Common Stock and Preferred Stock of the Company that will be issued
and outstanding as of the Closing Date after giving effect to the proposed
issuance of the Units hereunder set forth opposite the name of each Purchaser on
Exhibit A attached hereto and the issuance of the additional Series D Warrants
listed on Exhibit H attached hereto (which numbers represent the number of Units
and additional Series D Warrants which will be issued if each Purchaser
purchases on the Closing Date the number of Units for which such Purchaser has
indicated an interest in purchasing as of the date of this Agreement and which
numbers assume, on a pro rata basis, that all Persons fully exercise all such
Series D Warrants in transactions using cash as consideration for such exercise
and all such Series E Warrants in transactions using existing shares of Common
Stock and Preferred Stock as consideration for such exercise, but assuming that
none of the Founders&#146; Warrants, other warrants that may be listed or
described in <U>Schedule 4.5(b)</U> hereof or options granted or to be granted
pursuant to the Equity Incentive Plan are exercised on the Closing Date).
<U>Schedule 4.5(a)</U> also includes (i) a table listing the per share purchase
price applicable to, and the aggregate number of shares of Common Stock issuable
upon exercise of, the Founders&#146; Warrants and the other warrants listed on
<U>Schedule 4.5(b)</U> (as adjusted for the issuance of the shares of Series D
Preferred Stock deemed issuable as contemplated hereby) and (ii) a table setting
forth the aggregate number of shares of Common Stock issuable upon conversion of
all issued and outstanding shares of Preferred Stock as of the Closing Date, in
each of cases (i) and (ii), after giving effect to the proposed issuance of the
Units hereunder set forth opposite the name of each Purchaser on Exhibit A
attached hereto and the issuance of the additional Series D Warrants listed on
Exhibit H attached hereto (in each case, using the same numbers as used in
preparing the table described in the preceding sentence). All of the issued
shares of Common Stock, Series A Preferred Stock, Series A-1 Preferred Stock,
Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock
and Series C-3 Preferred Stock have been duly authorized, are validly issued and
outstanding, are fully paid and non-assessable and were issued in compliance
with applicable state and federal securities laws. As of the Closing Date, all
shares of Series D Preferred Stock, all shares of the various series of Series E
Preferred Stock and all shares of the Series F-1 Preferred Stock will have been
duly authorized, and, upon (a) payment for the Units in accordance with the
terms of this Agreement, (b) the issuance of Units pursuant to the Equity
Incentive Plan in accordance with the terms thereof, (c) the exercise of options
granted pursuant to the Equity Incentive Plan in accordance with the terms
thereof and (d) the exercise of the Series D Warrants or Series E Warrants in
accordance with the terms thereof, will be validly issued and outstanding, fully
paid and non-assessable. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>9</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<I>Options, Etc</I>. Except for (i) shares of Common Stock issuable (A) upon
conversion of Preferred Stock (whether now or hereafter issued upon exercise of
the Series D Warrants, Series E Warrants or options for Series F Preferred
Stock), (B) pursuant to options, warrants or other awards granted under the
Equity Incentive Plan, (C) pursuant to the Founders&#146; Warrants or (D)
pursuant to the warrants listed and described on <U>Schedule 4.5(b)</U>, (ii)
shares of Preferred Stock issuable (A) pursuant to options, warrants or other
awards granted pursuant to the Equity Incentive Plan, (B) pursuant to the Series
D Warrants or (C) pursuant to the Series E Warrants and (iii) the rights
provided under the Stockholders&#146; Agreement, there are no outstanding rights
(either preemptive or other) or options to subscribe for or purchase from the
Company, or any warrants or other agreements providing for or requiring the
issuance by the Company of, any capital stock or any securities convertible into
or exchangeable for, or exercisable into, its capital stock. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
<I>Purchasers</I>. Except for those Persons listed on <U>Schedule 4.5(c)</U>,
all of the Purchasers listed on Exhibit A currently own of record shares of
Common Stock or Preferred Stock of the Company (exclusive of any such shares
being purchased hereunder). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.6</U>. <U>Subsidiaries</U>.</B> <U>Schedule&#160;4.6</U> correctly sets forth
the name of each Subsidiary of the Company, the jurisdiction of its
incorporation and the Persons owning the outstanding capital stock of each such
Subsidiary. Each such Subsidiary is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, has all
requisite corporate power and authority and all material licenses, permits and
authorizations necessary to own its properties and carry on its businesses as
now being conducted and is qualified to do business in every jurisdiction in
which its ownership of its property or the conduct of its business requires such
qualification. All of the outstanding shares of capital stock of each such
Subsidiary are validly issued, fully paid and non-assessable. Except for such
Subsidiaries, the Company does not own any legal and/or beneficial interest in
any corporation, partnership, business trust, joint venture or other trade or
business enterprise. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Section 4.7</u>. <u>Financial  Statements;  Undisclosed  Liabilities</u>.</b>  (a) Each Purchaser has heretofore been furnished with
complete and correct copies of each of the following:</font></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;
the audited consolidated balance sheet of the Company and its Subsidiaries as of
December&#160;31, 2000, as included in the Company&#146;s Annual Report on Form
10-K with respect to the fiscal year then ended, as filed by the Company with
the SEC; and </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;
the unaudited consolidated balance sheet of the Company and its Subsidiaries as
of June 30, 2001 (the &#147;<U>Balance Sheet Date</U>&#148;), as included in the
Company&#146;s Quarterly Report on Form 10-Q with respect to the quarter then
ended, as filed by the Company with the SEC. <U>Schedule 4.7</U> sets forth the
<U>pro</U> <U>forma</U> consolidated balance sheet of the Company and its
Subsidiaries as of Balance Sheet Date, taking into account the issuance of all
of the Units and the Series D Warrants as contemplated hereby. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;
The Company&#146;s unaudited consolidated balance sheet as of the Balance Sheet
Date was prepared in accordance with generally accepted accounting principles
and fairly presents the financial condition of the Company and its Subsidiaries
as at the Balance Sheet Date, subject to normal year-end audit adjustments.
Neither the Company nor any of its Subsidiaries has any liabilities or
obligations of any nature, whether absolute, accrued, contingent or otherwise,
which are not described in such unaudited balance sheet except for (i)
liabilities that may have arisen in the ordinary and usual course of business
since the Balance Sheet Date and that individually or in the aggregate do not
have and could not reasonably be expected to have a material adverse effect on
the Company and its Subsidiaries, taken as a whole, (ii) liabilities not
required to be disclosed in accordance with generally accepted accounting
principles, (iii) liabilities arising under this Agreement or the Related
Agreements, and (iv) other liabilities and obligations expressly disclosed in
the Schedules to this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;
The <U>pro</U> <U>forma</U> consolidated balance sheet of the Company referred
to in Section&#160;4.7(a)(ii) has been prepared by management of the Company on
a reasonable basis taking into consideration the effect of the transactions
contemplated hereby as of the Closing Date and none of the Company and its
management is aware of any fact which casts doubt on the accuracy or
completeness thereof. After giving effect to the transactions contemplated
hereby and by the Related Agreements, neither the Company nor any of its
Subsidiaries will have any material liabilities, contingent or otherwise, which
are not referred to in such balance sheet or in the notes thereto other than
liabilities not required to be disclosed in accordance with generally accepted
accounting principles and liabilities arising under this Agreement or the
Related Agreements. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>10</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Section 4.8</u>. <u>Absence of Certain  Developments</u>.</b>  With respect to the Company and its  Subsidiaries,  since the Balance
Sheet Date, except as indicated on <u>Schedule 4.8</u>, there has not been:</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;
any material adverse change in the assets, properties, liabilities, financial
condition, operating results or business of the Company and its Subsidiaries,
taken as a whole;</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;
any damage, destruction or loss, whether or not covered by insurance, materially
and adversely affecting the assets, properties, financial condition, operating
results or business of the Company and its Subsidiaries, taken as a whole; </font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;
any waiver by the Company or any of its Subsidiaries of a valuable right or of a
debt owed to it, except in the ordinary course of business and that does not
materially and adversely affect the assets, properties, financial condition,
operating results or business of the Company and its Subsidiaries, taken as a
whole;</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;
any satisfaction or discharge of any lien, claim or encumbrance or payment of
any obligation by the Company or any of its Subsidiaries, except in the ordinary
course of business and that does not materially and adversely affect the assets,
properties, financial condition, operating results or business of the Company
and its Subsidiaries, taken as a whole;</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;
any change or amendment to a material contract or arrangement by which the
Company or any of its Subsidiaries or any of their assets or properties are
bound or subject, except in the ordinary course of business and that does not
materially and adversely affect the assets, properties, financial condition,
operating results or business of the Company and its Subsidiaries, taken as a
whole;</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;
any sale, assignment or transfer of any patents or patent applications,
trademarks or trademark applications, service marks, trade names, corporate
names, copyrights or copyright registrations, trade secrets or other intangible
assets, except those which are not material to the assets, properties, financial
condition, operating results or business of the Company and its Subsidiaries,
taken as a whole;</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;
any declaration, payment, setting aside or other distribution of cash or other
property to its stockholders with respect to its capital stock or other equity
securities (including, without limitation, any warrants, options or other rights
to acquire its capital stock or other equity securities), except for repurchases
of stock from employees whose employment has been terminated;</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;
any capital expenditures or commitments therefor in excess of those approved by the Board of Directors;</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;
any written agreement by the Company or any Subsidiaries to do any of the things described in this Section 4.8.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Section 4.9</u>. <u>Indebtedness and Liens</u>.</b> Neither the Company nor any of its Subsidiaries has any Indebtedness or
Liens upon any of its Property other than Permitted Indebtedness and Permitted Liens.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.10</U>. <U>Indebtedness to and from Officers, Directors and Others</U>.</B>
Except as set forth on <U>Schedule&#160;4.10 </U>hereto, neither the Company nor
any of its Subsidiaries is indebted to any director, officer, employee or
consultant of the Company or any of its Subsidiaries or to any other Affiliate
of the Company, except for amounts due as normal salaries, fees or reimbursement
of ordinary business expenses. Except as set forth on <U>Schedule 4.10</U>, no
director, officer, employee or consultant of the Company or any of its
Subsidiaries and no other Affiliate of the Company is now, or on the Closing
Date will be, indebted to the Company or any Subsidiary of the Company except
for ordinary business expense advances. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.11</U>. <U>Licenses, Etc.</U></B> <U>Schedule&#160;4.11</U> sets forth
a listing of all franchises, patents, patent applications, patent licenses,
patent rights, trademarks, trademark rights, trade names, trade name rights,
copyrights, licenses, permits, authorizations, certificates of convenience and
necessity, operating rights and other rights as are necessary for the conduct of
the Company&#146;s business as currently conducted. All of the foregoing are in
full force and effect, and the Company is in compliance with the foregoing
without any known conflict with the valid rights of others which could affect or
impair in a material manner the business, assets, financial condition or
prospects of the Company. The Company does not believe it is or will be
necessary to utilize any inventions, trade secrets or proprietary information of
any of its employees made prior to their employment by the Company, except for
such inventions, trade secrets or proprietary information that have been
assigned to the Company. To the Company&#146;s knowledge, the conduct of the
Company&#146;s business has not infringed or misappropriated and does not
infringe or misappropriate any proprietary rights of other persons or entities,
nor, to the Company&#146;s knowledge, would any future conduct as presently
contemplated infringe any proprietary rights of other persons or entities, and,
to the Company&#146;s knowledge, no conduct of any other Person has infringed or
misappropriated or does infringe or misappropriate the proprietary rights of the
Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.12</U>. <U>Solvency</U>.</B> Prior to and taking into account the consummation
of the financing transactions contemplated by this Agreement and the Related
Agreements, the Company is solvent, and has tangible and intangible assets
having a fair value in excess of the amount required to pay its probable
liabilities on its existing debts as they become absolute and matured, and its
capital is not unreasonably small for the conduct of its business as presently
contemplated and the Company has the ability to pay its debts from time to time
incurred in connection therewith as such debts mature. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>11</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.13</U>. <U>Title to Assets; Leases</U>.</B> The Company owns and leases no
real property except for its leases described on <U>Schedule&#160;4.13</U>.
Except as disclosed on <U>Schedule&#160;4.13</U>, the Company enjoys peaceful
and undisturbed possession, and is in compliance with the terms, of such leases
and of all leases of real property, except where failure to enjoy such
possession or such noncompliance would not have a material adverse effect upon
the business, assets, prospects or financial condition of the Company and all
such leases are valid and in full force and effect. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.14</U>. <U>Litigation</U>.</B> Except as described on <U>Schedule 4.14,</U>
there is no litigation, action, suit or proceeding, at law or in equity, or any
proceeding before any court, board or other governmental or administrative
agency or any arbitrator pending or, to the knowledge of the Company, after due
inquiry, threatened, involving the Company and its Subsidiaries. No judgment,
decree or order of any court, board or other governmental or administrative
agency or arbitrator has been issued against or binds the Company or its assets
which has or may have any material adverse effect on the business, assets,
financial condition or prospects of the Company and its Subsidiaries, taken as a
whole. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.15</U>. <U>Tax Returns</U>.</B> The Company has filed all tax returns and
reports which are required to be filed by it with any foreign, federal, state or
local governmental authority or agency and has paid, or made adequate provision
for the payment of, all assessments received and all taxes which have or may
become due under applicable foreign, federal, state or local governmental law or
regulations with respect to the periods in respect of which such returns and
reports were filed. The Company knows of no additional assessments since the
date of such returns and reports for which adequate reserves appearing on the
balance sheet referred to in Section&#160;4.7(a)(ii) have not been established.
The Company has made adequate provisions for all current or past taxes. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.16</U>. <U>Defaults</U>.</B> Except as set forth in <U>Schedule&#160;4.16</U>
hereto, neither the Company nor any of its Subsidiaries is in default under any
provisions of its respective Charter or by-laws or under any provisions of any
franchise, contract, agreement, lease or other instrument to which it is a party
or by which it or its property is bound, or in violation of any law, judgment,
decree or governmental order, rule or regulation, which default or violation
could affect adversely in any material manner the business, assets, prospects or
financial condition of the Company and its Subsidiaries, taken as a whole.
Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor compliance with its terms and conditions
and with the terms and provisions of the Financing Agreements, will conflict or
result in breach of, or constitute a default under, any of the material terms,
obligations, covenants, conditions or provisions of any restriction or of any
material indenture, mortgage, deed of trust, pledge, bank loan or credit
agreement, charter, by-law or any other material agreement or instrument to
which the Company or any of its Subsidiaries is a party or by which the Company
or any of its Subsidiaries or any of their respective properties may be bound or
affected, or any judgment, order, writ, injunction, decree or demand of any
court, arbitrator, governmental agency or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any property or
asset of the Company or any of its Subsidiaries. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.17</U>. <U>Burdensome Obligations</U>.</B> Neither the Company nor any of its
Subsidiaries is party to or bound by any agreement, deed, lease or other
instrument which is so unusual or burdensome as to affect or impair materially
and adversely the business, assets, prospects or financial condition of the
Company and its Subsidiaries, taken as a whole, in the foreseeable future. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Section 4.18</u>.
<u>Employee Benefit Plans</u>.</b></font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;
<U>Schedule 4.18</U> contains a true and complete list of each Employee Benefit
Plan and each Employee Agreement and identifies each Employee Benefit Plan which
is a Guaranteed Pension Plan. The Company does not have any liability or
obligations in respect of any Multiemployer Plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;
With respect to each Employee Benefit Plan, (i) the Company and each ERISA
Affiliate have performed all material obligations required to be performed by
them under each Employee Benefit Plan; (ii) each Employee Benefit Plan has been
established and maintained in all material respects in accordance with its terms
and in compliance with all applicable laws, statutes, orders, rules and
regulations; (iii)&#160;each Employee Benefit Plan intended to qualify under
Section&#160;401 of the Code is, and since its inception has been, so qualified;
(iv) there are no actions, proceedings, arbitrations, suits or claims pending,
or to the knowledge of the Company or any ERISA Affiliate, threatened or
anticipated, (other than routine claims for benefits) against the Company or any
ERISA Affiliate or any administrator, trustee or other fiduciary of any Employee
Benefit Plan with respect to any Employee Benefit Plan or against the assets of
any Employee Benefit Plan; and (v) no Employee Benefit Plan is under audit or
investigation by the Internal Revenue Service (&#147;<U>IRS</U>&#148;), the
Department of Labor (the &#147;<U>DOL</U>&#148;) or the PBGC, and to the
knowledge of the Company or any ERISA Affiliate, no such audit or investigation
is pending or threatened. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;
Except with respect to the NuVox, Inc. 2001 Stock Incentive Plan, the NuVox,
Inc. 2001 Performance Plan and the NuVox, Inc. Series D Loan Program, the
execution of, and performance of the transactions contemplated in, this
Agreement will not (either alone or upon the occurrence of any additional or
subsequent event which gives rise to the payments described below)
(i)&#160;constitute an event under any Employee Benefit Plan, Equity Incentive
Plan or Employee Agreement that will (or may upon the occurrence of any
additional or subsequent event which gives rise to the payments described below)
result in any material payment (whether of severance pay or otherwise),
acceleration, forgiveness of indebtedness, vesting, distribution, increase in
benefits or obligation to fund benefits with respect to any Employee;
(ii)&#160;result in the triggering or imposition of any material restrictions or
limitations on the right of the Company or any ERISA Affiliate to amend or
terminate any Employee Benefit Plan or Equity Incentive Plan; or (iii) entitle
any Employee to any material bonus, retirement, severance, job security or
similar benefit or materially enhance such benefit (including acceleration of
vesting or exercise of an incentive award). Except with respect to the NuVox,
Inc. 2001 Stock Incentive Plan, the NuVox, Inc. 2001 Performance Plan and the
NuVox, Inc. Series D Loan Program, no payment or benefit which will or may be
made by the Company or any ERISA Affiliate with respect to any Employee in
connection with the execution of, and performance of the transactions
contemplated in, this Agreement could be characterized as an &#147;excess
parachute payment,&#148; within the meaning of Section 280G(b)(1) of the Code. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>12</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.19</U>. <U>Representations and Warranties under Related Agreements</U>.</B>
All representations and warranties made by the Company in any of the Related
Agreements or in the certificates delivered in connection therewith are true and
correct in all material respects as of the date hereof with the same force and
effect as though made on and as of the date hereof, and such representations and
warranties are hereby confirmed to you and made representations and warranties
of the Company hereunder as fully as if set forth herein. To the best of the
Company&#146;s knowledge, all representations and warranties made in the Related
Agreements by or on behalf of any party thereto other than the Company and the
Purchasers are true and correct in all material respects. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.20</U>. <U>Employment Contracts, Labor Relations</U>.</B> Except as set forth
on <U>Schedule 4.20</U>, neither the Company nor any of its Subsidiaries is a
party to any written employment agreement, arrangement or understanding with any
of its officers or Employees and there are no collective bargaining agreements
covering any of the Employees of the Company or any of its Subsidiaries. Neither
the Company, nor to the Company&#146;s knowledge, any of its employees, is
subject to any noncompete, nondisclosure, confidentiality, employment,
consulting or similar agreements relating to, affecting or in conflict with the
present or proposed business activities of the Company (other than agreements
between the Company and its present and former employees). No consent of any
union (or any similar group or organization) is required in connection with the
consummation of the transactions contemplated hereby or by the Related
Agreements. Except as disclosed in <U>Schedule 4.20</U>, there are no pending,
threatened or anticipated (a)&#160;employment discrimination charges or
complaints against or involving the Company or any of its Subsidiaries before
any federal, state, or local board, department, commission or agency,
(b)&#160;unfair labor practice charges or complaints, disputes or grievances
affecting the Company or any of its Subsidiaries, (c)&#160;union representation
petitions respecting the employees of the Company or any of its Subsidiaries,
(d)&#160;efforts being made to organize any of the employees of the Company or
any of its Subsidiaries or (e)&#160;strikes, slow downs, work stoppages, or
lockouts or threats thereof affecting the Company or any of its Subsidiaries. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Section  4.21</u>.  <u>Location of Office</u>.</b>  The  Company's  executive  offices and the location  where its books and records
are kept is at the address set forth above.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.22</U>. <U>Necessary Property</U>.</B> Except as may be set forth in
<U>Schedule 4.22</U> hereto, the properties and assets owned, leased by or
licensed to the Company and its Subsidiaries constitute all of the real and
personal properties, tangible and intangible, which are necessary, used or
useful in the conduct of the businesses of the Company and its Subsidiaries in
the manner and to the extent presently conducted. Except as may be set forth in
<U>Schedule 4.22</U>, no other material real or personal properties are required
for the conduct of the businesses of the Company and its Subsidiaries as
presently conducted. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.23</U>. <U>Transaction Costs</U>.</B> Except as set forth in Section 11.3 or
on <U>Schedule 4.23</U>, there are no Transaction Costs (as defined below) that
will be payable by the Company with respect to the offer, issue and sale of the
Units. The Purchasers are not responsible for and have no obligation to pay the
Transaction Costs. The term <U>&#147;Transaction Costs</U>&#148; shall mean all
of the costs, fees, and expenses incurred by the Company in connection with the
offer, issue and sale of the Units, including without limitation, broker&#146;s,
finder&#146;s or placement fees or commissions, attorneys&#146; fees and fees of
other professionals. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.24</U>. <U>Governmental Regulations</U>.</B> The Company is not a
&#147;holding company&#148;, or a &#147;subsidiary company&#148; of a
&#147;holding company&#148;, or an &#147;affiliate&#148; of a &#147;holding
company&#148;, as such terms are defined in the Public Utility Holding Company
Act of 1935; nor is the Company a &#147;registered investment company&#148;, or
an &#147;affiliated person&#148; or a &#147;principal underwriter&#148; of a
&#147;registered investment company&#148;, as such terms are defined in the
Investment Company Act of 1940, as amended. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.25</U>. <U>Small Business Concern</U></B>. The Company, together with
its &#147;affiliates&#148; (as defined in 13 CFR 121.103), qualifies as a
&#147;small business concern&#148; within the meaning of the Small Business
Investment Act of 1958, as amended, and as a &#147;small concern&#148; within
the meaning of the rules and regulations thereunder pertaining to financings by
small business investment companies (13&#160;CFR&#160;201). The Company conducts
its business in all respects and maintains its properties and facilities in such
a manner that the financing and financial assistance provided by the Purchasers
will comply with 13 CFR 107.720. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.26</U>. <U>Disclosure</U>.</B> No representation, warranty or statement made
in this Agreement, any Related Agreement, or any agreement, certificate,
schedule, statement or document furnished by or on behalf of the Company in
connection herewith or therewith contains any untrue statement of material fact
or omits to state a material fact necessary in order to make the statements
contained herein or therein, in light of the circumstances in which they were
made, not misleading. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.27</U>. <U>Governmental Licenses</U>.</B> <U>Schedule 4.27</U> describes and
refers to the types of licenses, consents, permits, approvals and authorizations
of public or governmental bodies including, without limitation, the FCC, and the
states, counties and municipalities in which the businesses of the Company or
its Subsidiaries are located, which are required in connection with and are
material to the installation, conduct and operation of the business of the
Company or its Subsidiaries (collectively referred to as the
&#147;<U>Authorizations</U>&#148;). </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>13</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.28</U>. <U>Compliance with Laws</U>.</B> The Company and each of its
Subsidiaries are in compliance in all material respects with and have so
complied with, and are not in any material respect in default under or in
violation of, and the operation of the businesses of the Company and its
Subsidiaries do not contravene in any material respect, any statute, law
(including Environmental Laws or employment laws), ordinance, decree, order,
rule or regulation of any governmental body applicable to the Company or any of
its Subsidiaries or any of their respective businesses, including, without
limitation, the rules and regulations of the FCC. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.29</U>. <U>Acquisition Agreements</U>.</B> Except for the transactions
contemplated by this Agreement and the Related Agreements, and except as set
forth in <U>Schedule 4.29</U>, neither the Company nor any of its Subsidiaries
is a party to, bound by or the subject of, any agreement or understanding
relating to the purchase or investment by any Person in the assets or stock of
the Company or any of its Subsidiaries, and neither the Company nor any of its
Subsidiaries is a party to, bound by or the subject of, any agreement or
understanding relating to the purchase of or investment by the Company or any of
its Subsidiaries in the assets or stock of any Person. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.30</U>. <U>Material Contracts and Obligations</U>.</B> Attached hereto as
<U>Schedule 4.30</U> is a true, complete and accurate list, categorized by
subject matter, of all of the following outstanding contracts, agreements,
plans, leases and commitments entered into by the Company or any of its
Subsidiaries which are in writing or, to the best of the Company&#146;s
knowledge, have been orally agreed to by the Company or any of its Subsidiaries: </FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;
all purchase orders or contracts for the purchase of materials, products or
supplies which are for a term of more than 6 months, or involve aggregate
payments by the Company or any of its Subsidiaries of more than $10,000, or
which were entered into other than in the ordinary course of business of the
Company and its Subsidiaries; <BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;
all written employment, consulting or service contracts with any stockholder,
director, officer, consultant, advisor or employee of the Company, any person
related by blood or marriage to any such Person or any other Affiliate of the
Company, and any such oral contracts which are not terminable at will by the
Company or any of its Subsidiaries;<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;
all plans, contracts or arrangements providing for stock options or stock
purchases, bonuses, pensions, deferred or incentive compensation, retirement or
severance payments, profit-sharing, insurance or other benefit plans or programs
for any stockholder, director, officer, consultant, advisor or employee of the
Company or any of its Subsidiaries;<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;
all contracts for construction or for the purchase of real estate, improvements,
fixtures, equipment, machinery and other items which under GAAP constitute
capital expenditures; <BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;
all contracts relating to the rental or use of equipment, vehicles, other personal property or fixtures;<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;&nbsp;
all contracts relating in any way to direct or indirect Indebtedness for
borrowed money or evidenced by a bond, debenture, note or other evidence of
Indebtedness (whether secured or unsecured) of or to the Company or any of its
Subsidiaries, and all Liens with respect to any Property used or owned by the
Company or any of its Subsidiaries;<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)&nbsp;&nbsp;&nbsp;
all contracts substantially restricting the Company or any of its Subsidiaries
from engaging in any line of business or competing with any Person or in any
geographical area, or from using or disclosing any information in its possession
(other than routine supplier and customer confidentiality agreements);<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii)&nbsp;&nbsp;&nbsp;
all license agreements, either as licensor or licensee;<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ix)&nbsp;&nbsp;&nbsp;
all joint venture contracts and agreements involving a sharing of profits;<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)&nbsp;&nbsp;&nbsp;
all contracts,  commitments or shared  services  arrangement  with any Affiliate and all contracts or commitments
not made in the ordinary course of its business; and<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xi)&nbsp;&nbsp;&nbsp;
all other contracts, except those which are (A) cancelable on 30 days&#146; or
less notice without any penalty or other financial obligation or (B) if not so
cancelable, involve annual aggregate payments by or to the Company or any of its
Subsidiaries of $5,000 or less.</FONT>
</TD>
</TR>
</TABLE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
as set forth on <U>Schedule 4.30</U>, all contracts, agreements, plans, leases
and commitments required to be disclosed to the Purchasers pursuant to this
<U>Section 4.30</U> are valid, binding and in full force and effect as to the
Company and its Subsidiaries, and none of the Company or any of its Subsidiaries
or, to the best of the Company&#146;s knowledge, any other party thereto, is in
material breach or material violation of, or material default under, nor is
there any reasonable basis for a claim of material breach or violation by the
Company or any of its Subsidiaries of, or default by the Company or any of its
Subsidiaries under, the terms of any such contract, agreement, plan, lease or
commitment, and no event has occurred which constitutes or, with the lapse of
time or the giving of notice or both, would constitute such a material breach,
violation or default by the Company or any of its Subsidiaries thereunder. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.31</U>. <U>Environmental and Safety Laws</U>. </B>To the Company&#146;s
knowledge, neither the Company nor any of its Subsidiaries is in violation of
any applicable Environmental Law or any applicable statute, law or regulation
relating to occupational health and safety and to the Company&#146;s knowledge,
no material expenditures are or will be required in order to comply with any
such existing statute, law or regulation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.32</U>. <U>Investments in Real Property Holding Interests</U>. </B>The
Company&#146;s capital stock does not constitute a United States real property
interest as that term is defined in Section&#160;897(c)(1)(A)(ii) of the Code.
The preceding representation is based on a determination by the Company that the
Company is not and, since its inception, has not been a United States real
property holding corporation (as that term is defined in Section&#160;897(c)(2)
of the Code) (a &#147;USRPHC&#148;). From time to time, upon request of any
Purchaser, the Company shall make a determination as to its status as a USRPHC.
If at any time in the future the Company should become a USRPHC, the Company
shall, as promptly as possible, notify each Purchaser of such change in status. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>14</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
4.33</U>. <U>Unrelated Business Taxable Income</U>. </B>Any gross income derived
by the Purchasers from the Series D Preferred Stock, the Series D Warrants, the
Series E Warrants, the Series E Preferred Stock (when issued) and the Conversion
Stock, as holders thereof, shall be in the form of dividends, if any, and
capital gains and losses from the disposition of property. This Section 4.33
shall not be deemed to apply to (i)&#160;any compensation (in cash, stock or
other form), received by any designee of a Purchaser in his or her capacity as a
director of the Company, that is transferred to such Purchaser, (ii) any income
derived by any Purchaser from the Company with respect to which such Purchaser
has expressly waived in writing the application of the provisions of this
Section&#160;4.33, or (iii)&#160;any income derived by any Purchaser pursuant to
the reimbursement of expenses provisions hereof. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE V.
PURCHASERS&#146; INVESTMENT REPRESENTATIONS AND WARRANTIES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Purchaser, as to itself, severally and not jointly, hereby represents and
warrants to the Company and to the directors and control persons (within the
meaning of the Securities Act) of the Company as follows: </FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;
Such Purchaser  recognizes that an investment in the Company is highly  speculative and involves  significant
risks, including, without limitation, those disclosed on <u>Schedule 5.1(i)</u> hereto.<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;
Such  Purchaser has been afforded the  opportunity  to ask questions and to receive  answers  concerning the
terms and conditions of the purchase of the Units and to obtain any  additional  information  which the Company  possesses
or can acquire  without  unreasonable  effort or expense that is necessary to verify the accuracy of the  information  set
forth in this  Agreement.  The Company has responded to all inquiries  that such  Purchaser has made of it concerning  the
Company,  its business,  financial  condition and prospects or any other matter  relating to the operations of the Company
and the offering and sale of the Units.  No oral or written  statement or inducement  which is contrary to the information
set forth in this Agreement has been made by or on behalf of the Company to such Purchaser.<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;
Except for (a) certain  Purchasers  which the Company has  separately  agreed in writing are not subject
to the  representation set forth in this paragraph,  all of whose names are set forth on <u>Schedule 5.1(iii)</u>,  and (b) those
Purchasers  who are purchasing  Units  registered  under the Securities Act (which  Purchasers are also not subject to the
representation  set forth in this  paragraph),  such  Purchaser  is an  "accredited  investor"  (as defined in Rule 501 of
Regulation D  promulgated  under the  Securities  Act) and has such  knowledge  and  experience  in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Units.<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;
Such  Purchaser (a) has adequate  means of providing  for its current needs and possible  contingencies,
(b) has no need for liquidity in its  investment,  (c) is able to bear the economic risks of such investment in the Units,
(d) at the present time, can afford a complete loss of such investment in the Units.<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;
Such  Purchaser  is  purchasing  the Units for its own account,  for  investment  purposes,  and not for
distribution,  assignment  or resale to others;  provided,  however,  that  nothing  contained  herein  shall  prevent any
Purchaser and subsequent  holders of the Series D Preferred Stock or the Series E Preferred Stock from  transferring  such
securities in compliance  with the provisions of Article X hereof.  No other Person has any direct or indirect  beneficial
interest in the Units, except as disclosed by such Purchaser to the Company and except investors in such Purchaser.<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;&nbsp;
Such  Purchaser  understands  that (a) there is and will be no market for the Series D Preferred  Stock,
the Series E Preferred  Stock or Common Stock,  (b) the sale of the Units have not been and will not be  registered  under
the Securities Act or any state securities laws in reliance on the exemption for nonpublic  offerings  provided by Section
4(2) of the Securities Act and Regulation D promulgated  thereunder and analogous  state  securities law  provisions,  and
the securities  acquired as a result of such  Purchaser's  investment in Units must be held  indefinitely  unless they are
subsequently  registered  under  the  Securities  Act and  applicable  state  securities  laws or an  exemption  from such
registration is available,  (c) except as expressly  provided in the Registration  Rights Agreement,  the Company is under
no obligation to register the Series D Preferred  Stock, the Series D Warrants,  the Series E Warrants,  any series of the
Series E Preferred  Stock or the Conversion  Stock (when issued) on such  Purchaser's  behalf or to assist it in complying
with any exemption from  registration,  and (d) none of the Series D Preferred Stock, the Series D Warrants,  the Series E
Warrants,  the Series E Preferred  Stock or the Conversion  Stock may be sold pursuant to Rule 144  promulgated by the SEC
pursuant to the Securities Act unless all of the conditions of that Rule are met.<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)&nbsp;&nbsp;&nbsp;
Such  Purchaser  understands  that no Federal or state  agency has passed or will pass upon the Series D
Preferred  Stock,  the Series D  Warrants,  the Series E Warrants,  any of the series of Series E  Preferred  Stock or the
Conversion  Stock  or made or will  make  any  finding  or  determination  as to the  fairness  of the  investment  or any
recommendation  or endorsement of the Series D Preferred Stock, the Series D Warrants,  the Series E Warrants,  any series
of the Series E Preferred Stock or the Conversion  Stock.  Such Purchaser will not transfer the Series D Preferred  Stock,
the Series D  Warrants,  the Series E Warrants or the Series E  Preferred  Stock or the  Conversion  Stock  issuable  upon
conversion of the Series D Preferred  Stock or Series E Preferred  Stock without  registering or qualifying the same under
applicable securities laws unless such transfer is exempt under such laws.<BR><BR></FONT>
</TD>
</TR>
</TABLE>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>15</font></P>
<PAGE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii)&nbsp;&nbsp;&nbsp;
Such Purchaser has not been furnished any offering  literature  other than this  Agreement,  the written
materials  described in <u>Schedule  5.1(viii)</u>  hereto and other materials which the Company may have provided at the request
of such  Purchaser,  and such  Purchaser  has relied only on the  information  contained  in this  Agreement,  the written
materials  described in <u>Schedule 5.1(viii)</u> hereto and the other information  furnished or made available to such Purchaser
by the Company, as described in subparagraph (ii) above.<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ix)&nbsp;&nbsp;&nbsp;
Such Purchaser has its principal place of business or, in the case of  individuals,  home address at the
address set forth in the books and records of the  Company as  provided  to the Company by such  Purchaser  on or prior to
the date hereof.<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)&nbsp;&nbsp;&nbsp;
Such Purchaser  certifies,  under penalties of perjury, (a) that the social security or federal taxpayer
identification  number  previously  provided  by the  Purchaser  to the  Company  is true and  complete  and (b) that such
Purchaser is not subject to backup  withholding  either  because such  Purchaser has not been notified that such Purchaser
is subject to backup  withholding  as a result of a failure to report all interest or  dividends,  or the IRS has notified
such Purchaser that such Purchaser is no longer subject to backup withholding.</FONT>
</TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
representations and warranties of the Purchasers herein shall not limit or
modify the representations and warranties of the Company set forth in this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Purchaser, severally and not jointly, agrees to indemnify and hold harmless the
Company, its officers, directors, and control persons (within the meaning of the
Securities Act) from and against any and all damage, loss, liability, cost and
expense (including reasonable attorneys&#146; fees) which any of them may incur
by reason of any breach of the representations and warranties made by such
Purchaser herein; <I>provided, however</I>, that each such Purchaser&#146;s
indemnification obligation pursuant to this Article&#160;V shall, with respect
to each such Purchaser, be limited to the aggregate Purchase Price of the Units
paid by such Purchaser pursuant to this Agreement. All representations,
warranties and covenants in this Agreement, and the indemnification contained in
this Article V, shall survive any closing hereunder. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
certificates evidencing shares of the Series D Preferred Stock and the various
series of Series E Preferred Stock (when issued upon exercise of the Series E
Warrants) shall be imprinted with a legend in substantially the following form: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT, AND SUCH
SHARES CANNOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO THE REGISTRATION
PROVISIONS OF SUCH ACTS OR AN EXEMPTION THEREFROM. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER CONTAINED IN A CERTAIN SECURITIES PURCHASE AGREEMENT BY
AND AMONG THE COMPANY AND THE PURCHASER OF SUCH SHARES, A COPY OF WHICH IS
AVAILABLE AT THE PRINCIPAL OFFICES OF THE COMPANY.&#148; </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VI.
CONDITIONS TO PURCHASE</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1</U>. <U>Purchaser&#146;s Conditions</U>.</B> Each Purchaser&#146;s
obligation to purchase the Units to be purchased on the Closing Date or the
Subsequent Closing Date, as the case may be, by such Purchaser pursuant to this
Agreement is subject to compliance by the Company with its agreements herein
contained, and to the satisfaction, on or prior to the Closing Date of the
following conditions unless waived in writing by such Purchaser; provided,
however, that in the event that the Closing occurs, the conditions set forth in
this Section 6.1 shall be deemed satisfied for purposes of the Subsequent
Closing: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.1</U>. <U>Related Agreements</U>.</B> Each of the Related Agreements shall
have been executed and delivered in the forms provided for herein, and each of
the Related Agreements shall be in full force and effect and no term or
condition thereof shall have been amended, modified or waived except with the
prior written consent of such Purchaser. All covenants, agreements and
conditions contained in the Related Agreements which are to be performed or
complied with by the Company on or prior to the Closing Date shall have been
performed or complied with in all material respects (or waived with the prior
written consent of such Purchaser). The amendments to the Prior Purchase
Agreements contemplated by Article XXII hereof shall have become effective. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.2</U>. <U>Charter Documents; Good Standing Certificate</U>.</B> Such
Purchaser<I> </I>shall have received from the Company (a)&#160;a copy, certified
by the Secretary of State of Delaware, of the Amended and Restated Certificate
of Incorporation of the Company, (b)&#160;a copy, certified by a duly authorized
officer of the Company to be true and complete as of the Closing Date of the
by-laws of the Company; and (c)&#160;certificates, dated not more than ten days
prior to the Closing Date of the Secretaries of State of Delaware and Missouri,
as to the Company&#146;s corporate good standing in such states. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.3</U>. <U>Proof of Corporate Action</U>.</B> Such Purchaser shall have
received from the Company copies, certified by a duly authorized officer thereof
to be true and complete as of the Closing Date, of the records of all corporate
action taken by the Company to authorize the execution, delivery and performance
of this Agreement and each of the Related Agreements. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.4</U>. <U>Incumbency Certificate</U>.</B> Such Purchaser shall have received
from the Company an incumbency certificate, dated the Closing Date, signed by a
duly authorized officer thereof and giving the name and bearing a specimen
signature of each individual who shall be authorized to sign, in the name and on
behalf of the Company, this Agreement and each of the Related Agreements, and to
give notices and to take other action on behalf of the Company hereunder. </FONT>
</TD>
</TR>
</TABLE>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>16</font></P>
<PAGE>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.5</U>. <U>Legal Opinion</U>.</B> The Purchasers shall have received from
Bryan Cave LLP, special counsel to the Company, a favorable opinion dated the
Closing Date, substantially in the form of <U>Exhibit E</U> hereto, and covering
such other matters with respect to the transactions contemplated by this
Agreement as the Purchasers may reasonably request. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.6.</U> <U>Lending Banks</U>. </B>The covenants of the Gabriel Communications
Finance Company contained in Section 6.6 of the Company&#146;s Credit and
Guarantee Agreement dated as of October 31, 2000 shall have been amended
substantially on the terms provided in the form of Amendment No. 1 to such
Credit and Guaranty Agreement distributed to the parties thereto on September 7,
2001. In addition, Requisite Lenders (as defined in such Credit and Guarantee
Agreement) shall have acknowledged in writing that, for purposes of Section 8.1
of such agreement, based on information provided to such banks by the Company,
they are not aware of any Default or Event of Default (as such terms are defined
in such Credit and Guarantee Agreement) as of the Closing Date, and evidence of
such acknowledgement shall have been delivered to the Purchasers on the Closing
Date. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.7.</U> <U>Nortel Networks</U>.</B> The letter agreement dated June 26, 2001
between the Company and Nortel Networks, Inc., pursuant to which (i) Nortel
Networks, Inc. agreed to accept the return of certain products and issued
credits to the Company totaling up to $26.1 million, (ii) the Company agreed to
make payments for other products and services purchased by the Company from
Nortel Networks, Inc. totaling $4.0 million on June 27, 2001, plus $18 million
to be paid out of the proceeds of Nortel Network Inc. loans under the
Company&#146;s Credit and Guarantee Agreement dated as of October 31, 2000, and
(iii) the Company has made a final payment of $4.3 million on July 27, 2001,
shall be in full force and effect on the Closing Date. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.8</U>. <U>Representations and Warranties; Officers&#146;
Certificates</U>.</B> The representations and warranties of the Company
contained or incorporated by reference herein shall be true and correct in all
material respects on and as of the Closing Date with the same force and effect
as though made on and as of the Closing Date, except for those representations
and warranties which relate specifically to a particular date, provided that
such representations and warranties were true and correct in all respects as of
such date; no event or condition shall have occurred or would result from the
issuance of any of the Series D Preferred Stock, the Series D Warrants or Series
E Warrants which would be a Default or an Event of Default, and the Company
shall have performed and complied with, in all material respects, all conditions
and agreements required to be performed or complied with by it prior to the
Closing; and such Purchaser shall have received on the Closing Date a
certificate to these effects signed by an authorized officer of the Company. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.9</U>. <U>Legality; Governmental and Other Authorizations</U>.</B> The
purchase of the Units shall not be prohibited by any law or governmental order
or regulation. All necessary consents, approvals, licenses, permits, orders and
authorizations of, or registrations, declarations and filings with, any
governmental or administrative agency or of or with any other Person, with
respect to any of the transactions contemplated by this Agreement or any of the
Related Agreements (other than the filings with the SEC required to be made
pursuant to Regulation D of the Securities Act), shall have been duly obtained
or made and shall be in full force and effect. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.10</U>. <U>Due Diligence</U>.</B> Such Purchaser shall have completed its
legal, financial, tax, environmental, accounting and business due diligence
review of the Company with the results thereof satisfactory to such Purchaser in
its sole discretion. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.11</U>. <U>Payment of Certain Fees and Disbursements</U>.</B> The Purchasers
shall have been reimbursed by the Company pursuant to Section&#160;11.1 of this
Agreement for all reasonable out-of-pocket costs and expenses (including, but
not limited to, the reasonable legal fees of one counsel to certain of the
Purchasers, which shall be Fried, Frank, Harris, Shriver &amp; Jacobson)
incurred by them through the Closing Date in connection with the transactions
contemplated by this Agreement. The Company shall not have any obligation to
reimburse the Purchasers for any costs or expenses for any legal fees other than
the fees to Fried, Frank, Harris, Shriver &amp; Jacobson described above. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.12</U>. <U>SBIC Documentation</U></B>. The Company shall have
executed and delivered to each Purchaser that is a Federal licensee (an
&#147;<U>SBIC Investor</U>&#148;) under the Small Business Investment Act of
1958, as amended (the <U>&#147;Small Business Act</U>&#148;), upon request of
such SBIC Investor, (i)&#160;a Size Status Declaration on Form 480 of the United
States Small Business Administration (&#147;<U>SBA</U>&#148;), (ii)&#160;an
Assurance of Compliance on SBA Form&#160;652, (iii)&#160;an SBA Certification in
substantially the form provided to the Company by such SBIC Investor and
(iv)&#160;the information required for such SBIC Investor to prepare a Portfolio
Financing Report on SBA Form 1031. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.13</U>. <U>Certification of Securities Holdings</U>.</B> The Company shall
have provided to Centennial Fund V, L.P. (&#147;<U>Centennial</U>&#148;) a
certification of the direct and indirect holdings of securities of the Company
by certain persons designated by Centennial as required by Centennial&#146;s
governing documents. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Section  6.1.14</u>.  <u>Minimum  Investment</u>.</b>  The  Purchasers  shall  purchase  at least  50,000,000  Units at the
Closing. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.15</U>. <U>Minimum Vote</U></B>. The Certificate of Amendment to
Certificate of Incorporation in the form of Exhibit D attached hereto shall have
been approved by holders of at least a majority of the shares of Common Stock
and each series of Preferred Stock of the Company existing on the date hereof. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.1.16</U>. <U>General</U>.</B> All instruments and legal, governmental,
administrative and corporate proceedings in connection with the transactions
contemplated by this Agreement and the Related Agreements shall be reasonably
satisfactory in form and substance to the Purchasers, and the Purchasers shall
have received copies of all documents which Purchasers may have reasonably
requested in connection therewith, including, without limitation, records of
corporate proceedings, the opinion of counsel contemplated by Section 6.1.5 and
any consents, licenses, approvals, permits and orders required to be secured by
the Company in connection with the transactions contemplated hereby. </FONT>
</TD>
</TR>
</TABLE>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>17</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.2</U>. <U>The Company&#146;s Conditions</U>.</B> The Company&#146;s obligation
to issue and sell the Units to be purchased on the Closing Date or the
Subsequent Closing Date, as the case may be, pursuant to this Agreement, and to
issue the additional Series D Warrants as provided in Section 2.4 hereof on the
Closing Date or the Subsequent Closing Date, as the case may be, are subject to
compliance by each Purchaser with its agreements herein contained, and to the
satisfaction, on or prior to the Closing Date of the following conditions: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.2.1</U>. <U>Related Agreements</U>.</B> The Amendment to Stockholders&#146;
Agreement, the Amendment to Shareholders&#146; Agreement and the Amendment to
Registration Rights Agreement, in the forms provided for herein, shall have been
executed and delivered by each of the Purchasers and by at least such additional
stockholders of the Company, if any, as shall be required in order for such
amendments to become effective in accordance with their terms, and each of the
other Related Agreements shall be in full force and effect and no term or
condition thereof shall have been amended, modified or waived except with the
prior written consent of the Company. All covenants, agreements and conditions
contained in the Related Agreements which are to be performed or complied with
by the Purchasers on or prior to the Closing Date shall have been performed or
complied with in all material aspects (or waived with the prior written consent
of the Company). The amendments to the Prior Purchase Agreements contemplated by
Article XXII hereof shall have become effective. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.2.2</U>. <U>Stockholder Approval</U>. </B>The stockholders of the Company
shall have approved the amendments to the Company&#146;s Charter which are set
forth in the Certificate of Amendment to the Certificate of Incorporation of the
Company, substantially in the form of Exhibit D hereto, and such certificate
shall have been filed and become effective. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.2.3</U>. <U>Legality; Governmental and Other Authorizations</U>.</B> The sale
of the Units shall not be prohibited by any law or governmental order or
regulation. All necessary consents, approvals, licenses, permits, orders and
authorizations of, or registrations, declarations and filings with, any
governmental or administrative agency or of or with any other Person, with
respect to any of the transactions contemplated by this Agreement or any of the
Related Agreements (other than the filings with the SEC required to be made
pursuant to Regulation D of the Securities Act), shall have been duly obtained
or made and shall be in full force and effect. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.2.4</U>. <U>Waiver of Preemptive Rights</U>. </B>The stockholders of the
Company shall have waived any and all preemptive rights pursuant to Section 3 of
the Stockholders&#146; Agreement with respect to the sale of the Units and the
issuance of the additional Series D Warrants pursuant to Section 2.4 hereof. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.2.5.</U> <U>Lending Banks.</U> </B>The covenants of the Gabriel Communications
Finance Company contained in Section 6.6 of the Company&#146;s Credit and
Guarantee Agreement dated as of October 31, 2000 shall have been amended
substantially on the terms provided in the form of Amendment No. 1 to such
Credit and Guaranty Agreement distributed to the parties thereto on September 7,
2001. In addition, Requisite Lenders (as defined in such Credit and Guarantee
Agreement) shall have acknowledged in writing that, for purposes of Section 8.1
of such agreement, based on information provided to such banks by the Company,
they are not aware of any Default or Event of Default (as such terms are defined
in such Credit and Guarantee Agreement) as of the Closing Date, and evidence of
such acknowledgement shall have been delivered to the Purchasers on the Closing
Date. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.2.6.</U> <U>Nortel Networks.</U> </B>The letter agreement dated June 26, 2001
between the Company and Nortel Networks, Inc., pursuant to which (i) Nortel
Networks, Inc. agreed to accept the return of certain products and issued
credits to the Company totaling up to $26.1 million, (ii) the Company agreed to
make payments for other products and services purchased by the Company from
Nortel Networks, Inc. totaling $4.0 million on June 27, 2001, plus $18 million
to be paid out of the proceeds of Nortel Network Inc. loans under the
Company&#146;s Credit and Guarantee Agreement dated as of October 31, 2000, and
(iii) the Company has made a final payment of $4.3 million on July 27, 2001,
shall be in full force and effect on the Closing Date. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Section 6.2.7</u>.
<u>Minimum Investment</u>.</b>  The Purchasers shall purchase at least 50,000,000 Units at the Closing. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
6.2.8</U>. <U>General</U>.</B> All instruments and legal, governmental and
administrative and corporate proceedings in connection with the transactions
contemplated by this Agreement and the Related Agreements shall be reasonably
satisfactory in form and substance to the Company, and the Company shall have
received copies of any consents, licenses, approvals, permits and orders secured
by any Purchaser in connection with the transactions contemplated hereby. </FONT>
</TD>
</TR>
</TABLE>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>18</font></P>
<PAGE>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VII.<BR><BR>
COVENANTS APPLICABLE TO THE COMPANY WHILE ANY OF THE<BR>
SERIES D PREFERRED STOCK, SERIES D WARRANTS, SERIES E<BR>
WARRANTS OR SERIES E PREFERRED STOCK ARE OUTSTANDING</FONT></H1>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company covenants that, so long as any of the shares of Series D Preferred
Stock, Series D Warrants, Series E Warrants or shares of any series of Series E
Preferred Stock are outstanding, the Company will comply and will cause each of
its Subsidiaries to comply with the following provisions unless otherwise
consented to in writing by the Majority Holders: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.1</U>. <U>Records and Accounts</U>.</B> Each of the Company and its
Subsidiaries will keep true and accurate records and books of account in which
full, true and correct entries will be made in accordance with generally
accepted accounting principles and will maintain adequate accounts and reserves
for all taxes (including income taxes), all depreciation, depletion,
obsolescence and amortization of its Properties, all contingencies, and all
other reserves, all in accordance with GAAP. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.2</U>. <U>Corporate Existence; Subsidiaries; Maintenance of
Properties</U>.</B> The Company and its Subsidiaries will not engage in any
business other than providing telecommunications services and those businesses
reasonably ancillary thereto. Unless authorized by the Board of Directors each
of the Company and its Subsidiaries will (a) preserve and keep in full force and
effect its corporate existence, rights and franchises, and (b) maintain all of
its Properties used or useful in the conduct of its business in good condition,
repair and working order (normal wear and tear excepted) and cause to be made
all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section 7.2
shall prevent the Company or any of its Subsidiaries from discontinuing the
operation and maintenance of any of such Properties if such discontinuance is,
in the judgment of the Company, desirable in the conduct of such Person&#146;s
business and does not in the aggregate materially adversely affect the business
of the Company and its Subsidiaries taken as a whole. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.3</U>. <U>Insurance</U>.</B> Each of the Company and its Subsidiaries will
maintain with financially sound and reputable insurance companies, funds or
underwriters insurance of the kinds, covering the risks and in the relative
proportionate amounts which, in the judgment of the Board of Directors, are
usually carried by reasonable and prudent companies conducting businesses
similar to that of the Company and its Subsidiaries. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.4</U>. <U>Taxes and Claims</U>.</B> Each of the Company and its Subsidiaries
will pay and discharge, or cause to be paid and discharged, before the same
shall become overdue, all taxes, assessments and other governmental charges
imposed upon the Company and its Subsidiaries and their Properties, sales and
activities, or any part thereof, or upon the income or profits therefrom, as
well as all claims for labor, materials, or supplies, which if unpaid might by
law become a Lien upon any of their Properties; provided, however, that any such
tax, assessment, charge, levy or claim need not be paid if the validity or
amount thereof shall currently be contested in good faith by appropriate
proceedings and if the Company or any of its Subsidiaries shall have set aside
on its books adequate reserves with respect thereto; and provided, further, that
the Company and its Subsidiaries will pay or cause to be paid all such taxes,
assessments, charges, levies or claims forthwith upon the commencement of
foreclosure on any Lien which may have attached as security therefor. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.5</U>. <U>Inspection of Properties and Books</U>.</B> Upon the request of any
holder of Series D Preferred Stock, Series D Warrants, Series E Warrants or any
series of Series E Preferred Stock, the Company will furnish such information
regarding the business, affairs, prospects and financial condition of the
Company and its Subsidiaries as such holder may reasonably request. Each of the
Company and its Subsidiaries shall permit any holder of Series D Preferred
Stock, Series D Warrants, Series E Warrants or any series of Series E Preferred
Stock or any of its designated representatives, at their respective cost, to
visit and inspect any of the properties of the Company and its Subsidiaries, to
examine the books of account of the Company and its Subsidiaries (and to make
copies thereof and extracts therefrom), and to discuss the affairs, finances and
accounts of each of the Company and its Subsidiaries with, and to be advised as
to the same by, officers of such Persons, all at such reasonable times and
intervals as such holder may reasonably request. At least three days prior to
any interview of an officer of such holder, the chief executive officer of the
Company shall be notified of such interview and shall be invited to attend such
interview. Prior to making any such inspection or conducting any such
interviews, such holder of Series D Preferred Stock, Series D Warrants, Series E
Warrants or such series of Series E Preferred Stock, as the case may be, and its
representatives who are making the inspection or conducting the interviews shall
execute confidentiality and non-disclosure agreements reasonably acceptable to
the Company and its counsel and such holder and its counsel. Each Purchaser
listed on <U>Schedule 7.5</U> shall be entitled to have one representative
attend meetings of the Board of Directors as a non-voting observer. In
connection therewith, the Company shall provide each such representative with a
copy of all notices, minutes, consents and other materials, financial or
otherwise, which the Company provides to members of its Board of Directors
concurrently with the delivery of such information to the members of its Board
of Directors. Participation by such observers in any meeting of the Board of
Directors shall be at the reasonable discretion of the Chairman of the Board.
Any such observer may be excluded from all or any portion of any meeting in
which the Board of Directors is (i)&#160;considering matters with respect to
which such observer or any Affiliate of such observer has a conflict of
interest, (ii)&#160;when deemed reasonably advisable by the Chairman of the
Board and/or counsel for the Company to preserve an attorney-client privilege or
the confidentiality of any other significant matter and (iii)&#160;when the
Board of Directors by majority vote otherwise resolves to conduct its
proceedings in executive session. The Company shall reimburse out-of-pocket
expenses only for one representative of the Purchasers listed on <U>Schedule
7.5</U> that has not designated or nominated, and does not have a contractual
right to designate or nominate, a member of the Board of Directors. Each such
holder of Series D Preferred Stock, Series D Warrants, Series E Warrants or a
series of Series E Preferred Stock that is required to be a &#147;venture
capital operating company&#148; as defined in the regulations promulgated under
ERISA shall be entitled to consult with and advise management of the Company on
significant business issues, including proposed annual operating plans, and to
meet with management on a regular basis to review the Company&#146;s progress in
meeting such operating plans. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>19</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.6</U>. <U>Compliance with Laws, Contracts, Licenses and Permits</U>.</B> The
Company and each of its Subsidiaries will comply with (a) all applicable laws
and regulations, (b) the provisions of its Charter and by-laws, (c) all
agreements and instruments by which it or any of its Properties may be bound
(including, without limitation, the Related Agreements) (d) all applicable
decrees, orders, and judgments and (e) all required approvals, permits and
licenses. If at any time while any Series D Preferred Stock, Series D Warrants,
Series E Warrants or series of Series E Preferred Stock is outstanding, any
authorization, consent, approval, permit or license from any officer, agency or
instrumentality of any government shall become necessary or required in order
that any of the Company or its Subsidiaries may lawfully fulfill any of its
obligations hereunder, each of the Company and its Subsidiaries will immediately
take or cause to be taken all reasonable steps within its power to obtain such
authorization, consent, approval, permit or license and furnish the holders of
the Series D Preferred Stock, Series D Warrants, Series E Warrants and such
outstanding series of Series E Preferred Stock with evidence thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Section 7.7</u>.  <u>Employee Benefit Plans</u>.</b>  Neither of the Company nor any ERISA Affiliate will:</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;
engage in any "prohibited transaction" within the meaning ofss.406 of ERISA orss.4975 of the Code;</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;
permit any Guaranteed Pension Plan to incur an &#147;accumulated funding
deficiency&#148;, as such term is defined in &#167;302 of ERISA, whether or not
such deficiency is or may be waived;</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;
fail to contribute to any Guaranteed Pension Plan to an extent which, or
terminate any Guaranteed Pension Plan in a manner which, could result in the
imposition of a lien or encumbrance on the assets of the Company or any of its
Subsidiaries pursuant to &#167;302(f) or &#167;4068 of ERISA; or</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;
permit or take any action which would result in the aggregate benefit
liabilities (with the meaning of &#167;4001 of ERISA) of all Guaranteed Pension
Plans exceeding the value of the aggregate assets of such plans, disregarding
for this purpose the benefit liabilities and assets of any such plan with assets
in excess of benefit liabilities.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company will (i) promptly upon filing the same with the Department of Labor or
IRS, furnish to each holder of Series D Preferred Stock, Series D Warrants,
Series E Warrants or any series of Series E Preferred Stock a copy of the most
recent actuarial statement required to be submitted under &#167;103(d) of ERISA
and Annual Report, Form 5500, with all required attachments, in respect of each
Guaranteed Pension Plan and (ii) promptly upon receipt or dispatch, furnish to
each holder of Series D Preferred Stock, Series D Warrants, Series E Warrants or
any series of Series E Preferred Stock a copy of any notice, report or demand
sent or received in respect of a Guaranteed Pension Plan under &#167;&#167;302,
4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA, or in respect of a
Multiemployer Plan, under &#167;&#167;4041A, 4202, 4219, 4242 or 4245 of ERISA. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.8</U>. <U>Further Assurances</U>.</B> The parties will cooperate with each
other and execute such further instruments and documents as any party shall
reasonably request to carry out the transactions contemplated by this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.9</U>. <U>Notices</U>.</B> The Company will promptly notify each holder of
Series D Preferred Stock, Series D Warrants, Series E Warrants or any series of
Series E Preferred Stock in writing of the occurrence of any Default or Event of
Default or if any Person shall give any notice or take any other action in
respect of a claimed default (whether or not constituting a Default or an Event
of Default) under any of the Related Agreements or any other Default with
respect to a material agreement to which the Company or any of its Subsidiaries
is a party. The Company also covenants and agrees to promptly provide each
holder of Series D Preferred Stock, Series D Warrants, Series E Warrants and any
series of Series E Preferred Stock with written notice: (a) upon the Company or
any of its Subsidiaries&#146; obtaining knowledge of any violation of any
Environmental Law regarding the Property or the operations of the Company or any
of its Subsidiaries; (b) upon the Company or any of its Subsidiaries&#146;
obtaining knowledge of any potential or known release, or threat of release, of
any Hazardous Materials at, from, or into the Property which it reports in
writing or is reportable by it in writing to any governmental authority; (c)
upon the Company or any of its Subsidiaries&#146; receipt of any notice of
violation of any Environmental Laws or of any release or threatened release of
Hazardous Materials at, from or into the Property, including a notice or claim
of liability or potential responsibility from any third party (including without
limitation any federal, state or local governmental officials) and including
notice of any formal inquiry, proceeding, demand, investigation or other action
with regard to (i) the Company, any of its Subsidiaries or any other
Person&#146;s operation of the Property or (ii) contamination on, from or into
the Property; (d) upon the Company or any of its Subsidiaries&#146; receipt of
notice of any investigation or remediation of offsite locations at which the
Company, any of its Subsidiaries or any of their predecessors are alleged to
have directly or indirectly disposed of Hazardous Materials; or (e) upon the
Company or any of its Subsidiaries&#146; obtaining knowledge that any expense or
loss has been incurred by such governmental authority in connection with the
assessment, containment, removal or remediation of any Hazardous Materials with
respect to which the Company or any of its Subsidiaries may be liable or for
which a Lien may be imposed on the property. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.10</U>. <U>Restrictions on Indebtedness</U>.</B> Neither the Company nor any
of its Subsidiaries will create, incur, assume, guarantee or be or remain
liable, contingently or otherwise, with respect to any Indebtedness other than
the following (&#147;<U>Permitted Indebtedness</U>&#148;): </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>20</font></P>
<PAGE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;
Indebtedness as set forth in Schedule 7.10 hereto;<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;
obligations,  contingent  and  otherwise,  which in accordance  with GAAP are classified on the
obligor's  balance  sheet as  liabilities  or referred to in the  footnotes  thereto,  which are  incurred in the
ordinary  course of business and not incurred  through (A) the borrowing of money, or (B) the obtaining of credit
except for credit on an open account  basis  customarily  extended in connection  with normal  purchases of goods
and services; and<BR><BR></FONT>
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;
any other  Indebtedness  of the  Company  and its  Subsidiaries  which  shall be  approved by a
Supermajority Board Vote.</FONT>
</TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.11</U>. <U>Restrictions on Liens</U>.</B> Neither the Company nor any of its
Subsidiaries will create or incur or suffer to be created or incurred or to
exist any Lien of any kind upon any of its Properties or assets of any character
whether now owned or hereafter acquired, or upon the income or profits
therefrom; or transfer any of such Property or assets or the income or profits
therefrom for the purpose of subjecting the same to the payment of Indebtedness
or performance of any other obligation in priority to payment of its general
creditors; or acquire, or agree or have an option to acquire, any property or
assets upon conditional sale or other title retention or purchase money security
agreement, device or arrangement; or suffer to exist for a period of more than
thirty days after the same shall have been incurred any Indebtedness or claim or
demand against it which if unpaid might by law or upon bankruptcy or insolvency,
or otherwise, be given any priority whatsoever over its general creditors (other
than those claims which the Company is contesting in good faith by appropriate
proceedings and as to which the Company shall have set aside on its books
adequate reserves with respect thereto); or sell, assign, pledge or otherwise
transfer any accounts, contract rights, general intangibles or chattel paper,
with or without recourse; provided, however, that the Company and its
Subsidiaries may create or incur or suffer to be created or incurred or to exist
any of the following (&#147;<U>Permitted Liens</U>&#148;): </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;
Liens to secure taxes, assessments and other government charges or claims for
labor, material or supplies in respect of obligations not overdue or due but
being contested to the extent permitted by Section 7.4;</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;
Deposits or pledges made in connection with, or to secure payment of,
workmen&#146;s compensation, unemployment insurance, old age pensions or other
social security obligations;</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;
Liens in respect of final judgments or awards against the Company or any of its
Subsidiaries in an aggregate amount of not greater than $100,000 (in excess of
available insurance recoveries);</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens;</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;
Encumbrances consisting of easements, rights of way, zoning restrictions,
restrictions on the use of real property and irregularities in the title
thereto, landlord&#146;s or lessor&#146;s Liens under leases to which the
Company or any of its Subsidiaries is a party, and other minor Liens or
encumbrances none of which interferes materially with the use of the property
affected in the ordinary conduct of the business of the Company and its
Subsidiaries and which defects do not individually or in the aggregate have a
material adverse effect on the business, assets, financial condition or
prospects of the Company or any of its Subsidiaries;</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;Any Liens on the assets and Property of the Company or any of its Subsidiaries from time to time
securing Permitted Indebtedness;</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;Any Liens existing on the date of this Agreement and referred to on <u>Schedule 7.11</u> attached hereto; and</font></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;Any other Liens which shall be approved by the Board of Directors by a Supermajority Board Vote.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Section 7.12</u>. <u>Distributions</u>.</b> Unless approved by a Supermajority Board Vote, the Company shall not make any
Distribution.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.13</U>. <U>Merger, Consolidation, Sale of Assets or Other Dispositions</U>.
</B>Without the approval of the Board of Directors by a Supermajority Board
Vote, neither the Company nor any of its Subsidiaries will become a party to any
merger or consolidation in which the Company and/or its Stockholders do not hold
a majority of the voting equity in, and do not control, the surviving entity of
such merger or consolidation, or sell, lease, sublease or otherwise transfer or
dispose of (including, but not limited to, any sale and leaseback transactions)
any substantial portion of its Property to any Person whether directly or
indirectly or in a single transaction or a series of related transactions, other
than sales of inventory and used equipment in the ordinary course of business
consistent with past practices; provided, that, the Company or any wholly-owned
Subsidiary may engage in any of the above transactions with the Company or any
other wholly-owned Subsidiary without such approval, so long as in the case of
any merger or consolidation to which it is a party the Company is the surviving
entity. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.14</U>. <U>Merger, Consolidation or Other Acquisitions</U>.</B> Neither the
Company nor any Subsidiary shall directly or indirectly, by operation of law or
otherwise, become a party to a merger or consolidation in which the Company
and/or its Stockholders continue to hold in the aggregate a majority of the
voting equity in, or continue to control, the surviving entity of such merger or
consolidation, acquire all or substantially all of the assets (other than
purchases of inventory made in the ordinary course of the Company&#146;s
business) or capital stock of, or otherwise combine with, any Person, unless
such acquisition is approved by the Board of Directors by a Supermajority Board
Vote, provided that the Company or any wholly-owned Subsidiary may engage in any
of the above transactions with the Company or any other wholly-owned Subsidiary
without such approval, so long as in the case of any merger or consolidation to
which it is a party the Company is the surviving entity. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.15</U>. <U>Transactions with Affiliates</U>.</B> Unless approved by the Board
of Directors by a Supermajority Board Vote, neither the Company nor any of its
Subsidiaries will engage in any transaction with any Affiliate except for
transactions contemplated by the Related Agreements and except for transactions
by the Company with any Subsidiary or by any Subsidiary with any other
Subsidiary. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>21</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.16</U>. <U>Investments</U>.</B> Unless approved by the Board of Directors by a
Supermajority Board Vote, the Company will not, and will not permit any of its
Subsidiaries to, have outstanding or acquire or commit itself to acquire or hold
any Investment except Investments in: (a) marketable direct obligations issued
or guaranteed by the United States of America which mature within one year from
the date of acquisition thereof or which are subject to a repurchase agreement,
exercisable within 90 days from the date of acquisition of such agreement, with
any commercial bank or trust company incorporated under the laws of the United
States of America or any State thereof or the District of Columbia, (b)
commercial paper maturing within one year from the date of acquisition thereof
and having, at the date of acquisition thereof, the highest rating obtainable
from Moody&#146;s Investors Service, Inc. or Standard &amp; Poor&#146;s
Corporation, (c) bankers&#146; acceptances eligible for rediscount under Federal
Reserve Board requirements accepted by any commercial bank or trust company
referred to in clause (a) hereof and (d) certificates of deposit maturing within
one year from the date of acquisition thereof issued by any commercial bank or
trust company referred to in clause (a) hereof and having capital and surplus of
at least $100,000,000. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.17</U>. <U>Joint Ventures</U>.</B> Neither the Company nor any Subsidiary will
cause or consent to any joint venture engaging in any activity which would
result in a breach of any representation, warranty, covenant or agreement set
forth in this Agreement or which would result in the joint venture being in
breach of any representation, warranty, covenant or agreement set forth in this
Agreement if the joint venture were a Subsidiary. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.18</U>. <U>Payments on Permitted Indebtedness</U>.</B> Neither the Company nor
any of its Subsidiaries shall make (i)&#160;any payments of the Indebtedness
represented by the Permitted Indebtedness except as specifically required by the
terms of the Permitted Indebtedness or (ii)&#160;any prepayments (other than
mandatory prepayments) of such Permitted Indebtedness. In addition, the Company
shall not amend, alter or agree to any such amendment or alteration to the terms
and conditions of any of the documents representing the Permitted Indebtedness
if such amendment changes the principal amount outstanding, the interest rate or
the date of maturity of the Permitted Indebtedness. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.19</U>. <U>Response Actions</U>.</B> The Company covenants and agrees that if
any release or disposal of Hazardous Materials shall occur or shall have
occurred on the Property, the Company will cause the prompt containment and
removal of such Hazardous Materials and remediation of the Property as necessary
to comply in all material respects with all Environmental Laws or to preserve in
all material respects the value of the Property. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.20</U>. <U>Dilution Protection</U>.</B> Except for shares of Common Stock to
be issued upon conversion of the Series A Preferred Stock, the Series A-1
Preferred Stock, the Series B Preferred Stock, Series C-1 Preferred Stock,
Series C-2 Preferred Stock, the Series C-3 Preferred Stock, the Series D
Preferred Stock, any series of Series E Preferred Stock or the Series F
Preferred Stock, and upon exercise of the Series D Warrants, Series E Warrants,
the Founders&#146; Warrants, any other options or warrants listed on <U>Schedule
4.5(b)</U> hereof or any options, warrants or rights issued under the Equity
Incentive Plan (including the stock purchase and exchange programs established
thereunder and any options for shares of Series F Preferred Stock, created
before, on or after the date hereof as contemplated by the Equity Incentive
Plan), and any capital stock of the Company issued pursuant to Acquisitions
approved by the Board of Directors as provided in Section 7.14 hereof, without a
Supermajority Board Vote, neither the Company nor any of its Subsidiaries will
(a) issue, sell, give away, transfer, pledge, mortgage, assign or otherwise
dispose of, grant any rights (either preemptive or other) or options to
subscribe for or purchase, enter into any agreements, or issue any warrants,
providing for the issuance of, in any such case, any capital stock of the
Company or any stock or securities convertible into or exchangeable for any
capital stock of the Company or (b) designate any series of Preferred Stock of a
class which has been authorized in the Company&#146;s Amended and Restated
Certificate of Incorporation; provided that the foregoing approval shall not be
required for the issuance or transfer to the Company or any of its wholly-owned
Subsidiaries of securities of any wholly-owned Subsidiary of the Company.
Without the affirmative vote of 66-2/3% of the outstanding Common Stock and
Preferred Stock (on an as converted basis), voting as a class, the Company will
not authorize any additional class of capital stock or increase the number of
shares of authorized capital stock from that set forth in Section 4.5 hereof or
<U>Schedule 4.5(a)</U> hereto; provided, that the foregoing shall not apply to
the authorization of any Series F Preferred Stock to be created after the date
hereof as currently contemplated by the Equity Incentive Plan existing on the
date hereof. The Company shall maintain such number of authorized and unissued
shares of (v)&#160;Common Stock to be issued upon conversion of the Series A
Preferred Stock, the Series A-1 Preferred Stock, the Series B Preferred Stock,
Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series C-3 Preferred
Stock, the Series D Preferred Stock, the various series of Series E Preferred
Stock and the Series F-1 Preferred Stock, (w)&#160;Common Stock to be issued
upon exercise of the Founders&#146; Warrants, (x)&#160;Common Stock to be issued
upon exercise of any options, warrants or rights issued under the Equity
Incentive Plan, (y) Series D Preferred Stock to be issued upon exercise of the
Series D Warrants and (z) the various series of Series E Preferred Stock to be
issued upon exercise of the Series E Warrants. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.21</U>. <U>Annual Statements</U>.</B> As soon as available and in any event
within 90 days after the close of each fiscal year of the Company commencing
with the fiscal year ending December&#160;31, 2001, the Company will deliver to
each holder of Series D Preferred Stock, Series D Warrants, Series E Warrants or
any series of Series E Preferred Stock (a)&#160;an audited consolidated balance
sheet and statement of income and retained earnings and of cash flows of the
Company and its Subsidiaries audited to the extent so required by any &#147;big
five&#148; independent public accounting firm, as selected by the Company, and
(b)&#160;consolidated internal unaudited balance sheets and statements of income
and retained earnings and of cash flows of each Subsidiary of the Company, in
each case showing the financial condition of the Company and/or each Subsidiary
of the Company as of the close of such fiscal year and the results of the
Company&#146;s and/or such Subsidiary&#146;s operations during such fiscal year,
all on a consolidated basis, and setting forth in comparative form the
comparable statements for the previous fiscal year, if any. Each of the audited
financial statements delivered hereunder shall be certified by such accounting
firm to have been prepared in accordance with generally accepted accounting
principles consistently applied, accompanied by the written statement of such
firm to the effect that such firm does not know of the existence of any Default
or Event of Default, or if such firm shall have obtained knowledge of any such
Default or Event of Default or other event, setting forth the nature thereof. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>22</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.22</U>. <U>Monthly Statements</U>.</B> Within 30 days after the end of each
month commencing with the month ending September 30, 2001, the Company will
deliver to each holder of Series D Preferred Stock, Series D Warrants, Series E
Warrants or any series of Series E Preferred Stock (a)&#160;a consolidated
internal, unaudited balance sheet and statement of income and retained earnings
and of cash flows of the Company as of the end of each such month, and
(b)&#160;consolidated internal unaudited balance sheets and statements of income
and retained earnings and of cash flows of each Subsidiary of the Company, in
each case including a comparison of such financial statements to the annual
operating budget and projected monthly balance sheets and statements of income
delivered pursuant to Section 7.23 hereof and certified by the chief financial
officer of the Company to be true and correct and to have been prepared in
accordance with GAAP consistently applied (other than such footnotes which may
be required by GAAP), subject to normal year-end adjustments described in
reasonable detail. Furthermore, in connection with the delivery of the first
monthly financial statements described above following the Closing Date and in
connection with the delivery of the first monthly financial statements following
the Subsequent Closing Date, if not the same, the Company will deliver to each
holder of Series D Preferred Stock, Series D Warrants, Series E Warrants or any
series of Series E Preferred Stock a revised <U>Schedule 4.5(a) </U>indicating
(i) the number of shares of Common Stock and Preferred Stock of the Company that
are issued and outstanding as of the Closing Date or the Subsequent Closing
Date, as the case may be (assuming, on a pro rata basis, that all Persons fully
exercise all of the Series D Warrants in transactions using cash as
consideration for such exercise and all of the Series E Warrants in transactions
using existing shares of Common Stock and Preferred Stock as consideration for
such exercise, but assuming that none of the Founders&#146; Warrants, the other
warrants that may be listed or described in <U>Schedule 4.5(b</U>) hereof or
other options granted or to be granted pursuant to the Equity Incentive Plan
have been exercised on the Closing Date or the Subsequent Closing Date, as the
case may be, unless any such options or warrants have actually been so
exercised), (ii) the per share purchase price applicable to, and the aggregate
number of shares of Common Stock issuable upon exercise of, the Founders&#146;
Warrants and the other warrants listed on <U>Schedule 4.5(b)</U> after giving
effect to the issuance of the Units hereunder set forth opposite the name of
each Purchaser on Exhibit A attached hereto and the issuance of the additional
Series D Warrants listed on Exhibit H attached hereto (in each case, using the
same numbers as used in preparing the table described in (i) above) and (iii)
the aggregate number of shares of Common Stock issuable upon conversion of all
issued and outstanding shares of Preferred Stock as of the Closing Date or the
Subsequent Closing Date, as the case may be, after giving effect to the issuance
of the Units hereunder set forth opposite the name of each Purchaser on Exhibit
A attached hereto and the issuance of the additional Series D Warrants listed on
Exhibit H attached hereto (in each case, using the same numbers as used in
preparing the table described in (i) above). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.23</U>. <U>Other Financial Information</U>.</B> The Company will deliver to
each holder of Series D Preferred Stock, Series D Warrants, Series E Warrants
and any series of Series E Preferred Stock, within 30 days prior to the
commencement of each fiscal year, (i)&#160;an annual operating budget and
projected monthly balance sheets and statements of income, (ii)&#160;as soon as
practical after preparation thereof, complete and correct copies of all
quarterly or annual budgetary analyses or forecasts of the Company and its
Subsidiaries (if any) prepared by management for the use of the Board of
Directors and (iii)&#160;updated five-year projections of the Company and its
Subsidiaries (if any) prepared by management for the use of the Board of
Directors. Promptly after the receipt thereof, the Company will provide to each
holder of Series D Preferred Stock, Series D Warrants, Series E Warrants and any
series of Series E Preferred Stock copies of any reports as to adequacies in
accounting controls submitted by independent accountants with respect to the
Company and its Subsidiaries. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.24</U>. <U>Officer&#146;s Certificates</U>.</B> Together with delivery of
consolidated financial statements of the Company pursuant to Section 7.22 above,
the Company shall deliver to each holder of Series D Preferred Stock, Series D
Warrants, Series E Warrants or any series of Series E Preferred Stock a
certificate of the president, chief financial officer or treasurer of the
Company, to the effect that such financial statements are true and correct and
were prepared in accordance with GAAP and that such officer has caused the
provisions of this Agreement, the Series D Preferred Stock, Series D Warrants,
Series E Warrants and the various series of Series E Preferred Stock to be
reviewed and has no knowledge of any Default or Event of Default, or if such
officer has such knowledge, specifying such Default or Event of Default and the
nature thereof, and what action the Company has taken, is taking or proposes to
take with respect thereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.25</U>. <U>Notice of Litigation, Defaults, Etc.</U></B> The Company
will promptly give notice to each holder of Series D Preferred Stock, Series D
Warrants, Series E Warrants or any series of Series E Preferred Stock of any
litigation or any administrative proceeding to which the Company or any of its
Subsidiaries may hereafter become a party which, after giving effect to
applicable insurance, may result in any adverse change in the business, assets,
prospects or financial condition of the Company and its Subsidiaries taken as a
whole. Forthwith upon any officer of the Company obtaining knowledge of any
Default or Event of Default hereunder or any default or event of default under
any Related Agreement or any agreement relating to any Indebtedness of the
Company or any of its Subsidiaries for borrowed money, the Company will furnish
a notice specifying the nature and period of existence thereof and what action
the Company or any of its Subsidiaries has taken, is taking or proposes to take
with respect thereto. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>23</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.26</U>. <U>Charter and By-law Amendments</U>.</B> Except as otherwise
specified in this Agreement (including with respect to the future series of
Series F Preferred Stock pursuant to the NuVox, Inc. 2001 Stock Incentive Plan),
without the consent of the Majority Holders, the Charter and by-laws of each of
the Company and its Subsidiaries (as the same exist on the date hereof) shall
not be amended or modified, whether by merger, dissolution or otherwise, if such
amendment or modification has, or would, directly or indirectly, adversely
affect the rights of holders of the Series D Preferred Stock, the Series D
Warrants, the Series E Warrants or the Series E Preferred Stock or the rights or
remedies of such holders thereunder or under any of the Related Agreements. The
Company and the Purchasers hereby agree and acknowledge that the last sentence
of Article Fourth, Section C.1(iv)(a), may have to be amended after the Closing
Date in order to adjust the conversion prices appearing therein in the event
that any of the Purchasers fail to purchase the Units that such Purchasers have
agreed to purchase hereunder as indicated on Exhibit A. <B>Accordingly, to the
extent such adjustments are necessary, the Company hereby agrees to prepare and
seek approval of an amendment to the Charter to reflect such adjusted conversion
prices after the Closing, and the Purchasers agree to vote, or cause to be
voted, all shares of Common Stock and Preferred Stock owned by any such
Purchaser (or its Affiliated Investor) in favor of any such amendment.</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.27</U>. <U>Proprietary Information and Inventions Agreement</U>.</B> The
Company and its Subsidiaries shall each have and enforce a policy requiring each
employee with access to proprietary information of the Company or any Subsidiary
to enter into a proprietary information and confidentiality and assignment
agreement substantially in the form approved by the Board of Directors. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
7.28</U>. <U>Right to Nominate Additional Director</U>.</B> Following the
Closing, the holders of at least 51% of the Series D Preferred Stock shall have
the right to nominate an additional director to the Board of Directors of the
Company, which nominated individual must be approved by the Executive Committee
of the Board of Directors of the Company, which approval shall not be
unreasonably withheld, and shall serve for a single three year term on the Board
of Directors of the Company. If any vacancy shall occur in the Board of
Directors of the Company as a result of death, disability, resignation or any
other termination of such director during such three year term, the replacement
for such vacating director shall be nominated by the holders of at least 51% of
the Series D Preferred Stock and must be approved by the Executive Committee of
the Board of Directors, which approval shall not be unreasonably withheld. The
holders of at least 51% of the Series D Preferred Stock shall be entitled to
designate the removal of the Series D Director with or without cause and,
subject to the approval of the Executive Committee of the Board of Directors to
the proposed replacement, which approval shall not be unreasonably withheld,
shall be entitled to designate a replacement for such Series D Director so
removed. The Company and each Purchaser hereby agree to take all actions which
are necessary in order to implement this provision after the Closing, including,
without limitation, causing the by-laws of the Company to be amended in any
appropriate manner to reflect these provisions or causing, to the extent
necessary, the shares of Common Stock or Preferred Stock owned by such Purchaser
to be voted in favor of such designee to the Board of Directors of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Section 7.29</u>. <u>SBIC Covenants</u>.</b></font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;
The Company acknowledges that each Purchaser that is an SBIC Investor is subject
to regulation by the SBA as a small business investment company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;
As a result of the SBIC Investor&#146;s status as Federal licensee, the Company
covenants and agrees that, for a period of one year after the Closing Date, the
Company shall not make a material change in its primary business activity by
becoming involved in real estate financing, project financing, farm land
purchasing, relender or reinvestor financing, foreign investment and other
businesses as described in 13 C.F.R. Section 107.720, which would make it
ineligible for financing as a portfolio company by a small business investment
company under 13 C.F.R. Section 107.760(b), a regulation promulgated by the SBA. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;
The Company covenants and agrees that proceeds from the SBIC Investor for its
purchase of Series D Preferred Stock will be used for working capital purposes
or to otherwise finance the growth, modernization or expansion of the Company.
The Company shall provide the SBIC Investor and the SBA reasonable access to the
Company&#146;s books and records for the purpose of confirming the use of such
proceeds. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;
The Company shall provide the SBIC Investor with sufficient information to
permit such SBIC Investor to comply with its obligations under the Small
Business Act, provided, however that the SBIC Investor agrees that it will
protect any information which the Company labels as confidential to the extent
permitted by law. For a period of two (2) years following the Closing Date, any
submission of financial information under Sections&#160;7.21 and 7.22 to the
SBIC Investor shall be accompanied by a certificate of the president, chief
executive officer, treasurer or chief financial officer, which certificate shall
state that the Company is not in material default under any of its covenants set
forth in this Section 7.29. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE
VIII. DEFAULTS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
8.1</U>. <U>Events of Default</U></B>. The Majority Holders will be
entitled to exercise the remedies provided in Section 8.2 hereof in accordance
with the terms thereof if any one or more of the following events
(&#147;<U>Events of Default</U>&#148;) shall occur: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;
the Company or any of its Subsidiaries shall fail in any material respect to
perform or observe any of the covenants, agreements or provisions to be
performed or observed by it under this Agreement or any of the Related
Agreements (except to the extent such failure is attributable to actions of any
holder of Preferred Stock) (other than covenants, agreements or provisions for
which a default in the performance or observance thereof is specifically dealt
with elsewhere in this Agreement or any Related Agreement) and the continuance
of such failure for a period of thirty days after written notice thereof has
been given to the Company by the Majority Holders; or </font></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>24</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;
any material representation or warranty made by the Company or any of its
Subsidiaries to any Purchaser in or in connection with this Agreement or any
Related Agreement or any amendment thereto shall prove to have been materially
false on the date as of which it was made; or</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;
default under any Indebtedness of the Company or any of its Subsidiaries in an
amount outstanding which exceeds $1,000,000 in the aggregate, and such default
shall continue, without having been duly cured, waived or consented to, beyond
the period of grace, if any, therein specified and so as to permit the
acceleration thereof, if any acceleration is provided for therein; or </font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;
a final judgment which in the aggregate with other outstanding final judgments
against the Company or any of its Subsidiaries exceeds $100,000 (in excess of
available insurance recoveries) shall be rendered against such Person and,
within 60 days after entry thereof, such judgment shall not have been satisfied
and discharged or stayed pending appeal or bonded, or within 60 days after
expiration of such stay such judgment shall not have been discharged; or </font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;
the Company or any of its Subsidiaries shall:</font></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;
commence a voluntary case under Title 11 of the United States Bankruptcy Code as from time to
time in effect, or authorize, by appropriate proceedings of its board of directors or other governing body, the
commencement of such a voluntary case;</FONT>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;
have filed against it a petition commencing an involuntary case under said Title 11 and such
petition shall not have been dismissed or stayed within 60 days;</FONT>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;
seek relief as a debtor under any applicable law, other than said Title 11, of any jurisdiction
relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of
creditors, or consent to or acquiesce in such relief;</FONT>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;
have entered against it an order by a court of competent jurisdiction (x) finding it to be
bankrupt or insolvent, (y) ordering or approving its liquidation, reorganization or any modification or
alteration of the rights of its creditors, or (z) assuming custody of, or appointing a receiver or other
custodian for, all or a substantial part of its property; which order shall not be vacated, denied, set aside,
or stayed within 60 days from the date of entry; or</FONT>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;
make an assignment of all or a substantial part of its Property for the benefit of, or enter into
a composition with, its creditors, or appoint or consent to the appointment of a receiver or other custodian
for all or a substantial part of its Property; or</FONT>
</TD>
</TR>
</TABLE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;
with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall
have occurred as a result of which a trustee shall have been appointed by an
appropriate United States District Court to administer such Guaranteed Pension
Plan or the PBGC shall have instituted proceedings to terminate such Guaranteed
Pension Plan, and the Majority Holders shall have determined in their reasonable
discretion that such event reasonably could be expected to result in liability
of the Company or any of its Subsidiaries to the PBGC or such Guaranteed Pension
Plan in an aggregate amount exceeding $100,000. </font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
8.2</U>. <U>Remedies</U>.</B> Upon the occurrence of any of the Events of
Default under Section 8.1 hereof, in each and every such case, the Majority
Holders may proceed to protect and enforce the rights of all such holders by
suit in equity, action at law and/or other appropriate proceeding either for
specific performance of any covenant, provision or condition contained or
incorporated by reference in this Agreement or in aid of the exercise of any
power granted in this Agreement, and in addition, at the option of the Majority
Holders, the Majority Holders shall have the right to hire an investment banker
to and cause the Company to (i) commence an underwritten public offering of all
of the Conversion Stock, (ii) assist in obtaining a private buyer for all of the
Conversion Stock, (iii) assist in obtaining a buyer for all the outstanding
stock of the Company or all or substantially all of the assets of the Company or
(iv) assist in effecting any other similar transaction or series of transactions
resulting in the disposition of all the stock or all or substantially all of the
assets and business of the Company, in each case at a price solely acceptable to
the Majority Holders. The Majority Holders shall have the right to (A) to
determine the type of transaction to be effected, (B) to give direction to the
investment banker, (C) to negotiate and control the sale process and all
documentation and (D) to approve the terms and price of any such transaction. In
furtherance of the foregoing (and except for an Event of Default under Section
8.1(f) hereof which shall be automatic), the remedies set forth in this Section
8.2 may only be exercised by the action of the Majority Holders, and not by the
action of any single holder of Series D Preferred Stock, any series of Series E
Preferred Stock, Series D Warrants or Series E Warrants. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
8.3</U>. <U>Waivers</U>.</B> Each of the Company and its Subsidiaries hereby
waives, to the extent not prohibited by applicable law, (a)&#160;all
presentments, demands for performance and notices of nonperformance (except to
the extent specifically required by the provisions hereof or any Related
Agreement), and (b) any requirement of diligence or promptness on the part of
any holder of Series D Preferred Stock, Series D Warrants, Series E Warrants or
any series of Series E Preferred Stock in the enforcement of its rights under
the provisions of this Agreement or any Related Agreement. </FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE IX. SUBSEQUENT HOLDERS OF SERIES D PREFERRED STOCK<BR>
OR SERIES E PREFERRED STOCK</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
provisions of this Agreement, the Stockholders&#146; Agreement and the
Registration Rights Agreement that are for the benefit of the Purchasers as the
holders of any Series D Preferred Stock or any series of Series E Preferred
Stock (when issued) are, except as otherwise specifically provided in such
agreement, also for the benefit of, and enforceable by and binding upon, all
subsequent holders of the Series D Preferred Stock or any series of Series E
Preferred Stock, and the provisions of this Agreement, the Stockholders&#146;
Agreement and the Registration Rights Agreement that subject the Purchasers to
obligations as the holders of any Series D Preferred Stock or any series of
Series E Preferred Stock also subject all subsequent holders thereto. The
provisions of this Agreement that are for the benefit of the Purchasers as the
holders of the Series D Warrants or the Series E Warrants are also for the
benefit of, and enforceable by and binding upon, all subsequent holders of the
Series D Warrants or Series E Warrants, and the provisions of this Agreement
that subject the Purchasers to obligations as the holders of any Series D
Warrants or Series E Warrants also subject all subsequent holders thereto. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>25</font></P>
<PAGE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE X.
REGISTRATION AND TRANSFER</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
10.1</U>. <U>Register; Transfer and Exchange of Series D Preferred Stock and
Series E Preferred Stock; Transfer and Exchange of Series D Warrants and Series
E Warrants</U></B>. The Company shall keep at its principal office a
register in which shall be entered the names and addresses of the holders of the
Series D Preferred Stock, Series D Warrants, Series E Warrants and, when issued,
any series of Series E Preferred Stock and the particulars (including without
limitation the class thereof, the prices at which each share may be converted
into Conversion Stock and the liquidation preference of each share) of the
respective Series D Preferred Stock, Series D Warrants, Series E Warrants and
series of Series E Preferred Stock held by them and of all transfers of Series D
Preferred Stock, Series D Warrants, Series E Warrants and any series of Series E
Preferred Stock. Upon surrender at such office of any certificate representing
shares of Series D Preferred Stock or any series of Series E Preferred Stock for
registration of exchange or transfer, in accordance with the terms hereof or of
the Stockholders&#146; Agreement, the Company shall issue, at its expense, one
or more new certificates, in such denomination or denominations as may be
requested, for such shares of Series D Preferred Stock or such series of Series
E Preferred Stock and registered as such holder may request. Any certificate
representing shares of Series D Preferred Stock or any series of Series E
Preferred Stock surrendered for registration of transfer shall be duly endorsed,
or accompanied by a written instrument of transfer duly executed by the holder
of such certificate or his attorney duly authorized in writing. The Company
shall not be responsible for payment of any transfer taxes due upon any such
exchange or transfer. The Series D Warrants and the Series E Warrants may only
be transferred in accordance with the terms thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
10.2</U>. <U>Replacement of Series D Preferred Stock and Series E Preferred
Stock</U></B>. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of any certificate
representing Series D Preferred Stock or any series of Series E Preferred Stock
and, in the case of any such loss, theft or destruction, upon receipt of
indemnity reasonably satisfactory to the Company, or, in the case of such
mutilation, upon the surrender of such certificate for cancellation to the
Company at its principal office, the Company will execute and deliver, in lieu
thereof, a new certificate of like tenor. Any certificate representing Series D
Preferred Stock or any series of Series E Preferred Stock in lieu of which any
such new certificate has been so executed and delivered by the Company shall not
be deemed to be outstanding for any purpose of this Agreement. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XI.
EXPENSES; INDEMNITY</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
11.1</U>. <U>Expenses</U>.</B> Whether or not the transactions contemplated by
this Agreement shall be consummated, the Company shall pay on demand
(accompanied by reasonable supporting details and documentation) all reasonable
out-of-pocket fees, costs and expenses incurred by the Purchasers in connection
with such transactions hereunder, under any Related Agreements and in connection
with any amendments or waivers (whether or not the same become effective) hereof
or thereof and, following the occurrence of an Event of Default, all reasonable
out-of-pocket expenses incurred by the holders of Series D Preferred Stock,
Series D Warrants, Series E Warrants or any series of Series E Preferred Stock
in connection with the enforcement of any rights hereunder or with respect to
any Series D Preferred Stock, Series D Warrants, Series E Warrants or any series
of Series E Preferred Stock. Such fees, costs and expenses shall include without
limitation (i)&#160;the cost and expenses of preparing and duplicating this
Agreement and each Related Agreement; (ii)&#160;the cost of delivering to each
Purchaser&#146;s principal office, insured to such Purchaser&#146;s
satisfaction, the Series D Warrants issued to such Purchaser hereunder, the
certificates representing the Series D Preferred Stock upon any exercise of such
Series D Warrants, the certificates representing the Series D Preferred Stock
issued hereunder, the Series E Warrants issued to such Purchaser hereunder, the
certificates representing any series of Series E Preferred Stock upon any
exercise of such Series E Warrants and the certificates representing any Common
Stock delivered to such Purchaser upon any conversion of any shares of Series D
Preferred Stock or any series of Series E Preferred Stock; (iii)&#160;the
reasonable fees and out-of-pocket expenses and disbursements of one counsel to
the Purchasers, which shall be Fried, Frank, Harris, Shriver &amp; Jacobson in
connection with the preparation, administration, interpretation or enforcement
of this Agreement and the Related Agreements and other instruments mentioned
herein, the Closing, any amendments, modifications, approvals, consents or
waivers hereto, thereto or hereunder requested by the Company; (iv)&#160;all
taxes (other than taxes determined with respect to income and taxes relating to
any transfer of the Series D Warrants, the Series E Warrants, the Series D
Preferred Stock or any series of Series E Preferred Stock other than to the
Company), including any recording fees and filing fees and documentary stamp and
similar taxes at any time payable in respect of this Agreement, or the issuance
of any of the Series D Warrants, the Series E Warrants, the Series D Preferred
Stock or Series E Preferred Stock; (v) all reasonable out-of-pocket expenses
associated with any rights of board attendance, and travel and lodging expenses
related thereto, incurred by the board designee of the holders of the Series D
Preferred Stock; (vi) reasonable travel expenses incurred by the Purchasers in
connection with performing their due diligence in connection with the
transactions contemplated hereby; and (vii) filing fees for any filings required
to be made by any Purchaser pursuant to the Hart-Scott-Rodino Act as a result of
the transactions contemplated by this Agreement. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>26</font></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
11.2</U>. <U>Indemnification</U>.</B> To the fullest extent permitted by
applicable law, the Company shall indemnify, exonerate and hold each Purchaser
and its (if applicable) general and limited partners and their respective
stockholders, officers, directors, employees and agents free and harmless from
and against any and all actions, causes of action, suits, losses, liabilities,
damages and expenses, including, without limitation, reasonable attorneys&#146;
fees and disbursements, incurred by any of the indemnitees as a result of or
relating to (i) any transaction to which the Company is a party which is
financed or to be financed in whole or in part directly or indirectly with
proceeds from the sale of any of the Units, (ii) without duplication of the
reimbursed expenses paid under Section 11.1, the execution, delivery,
performance or enforcement of this Agreement (including, without limitation, the
breach by the Company of any of its representations or warranties contained in
Article IV of this Agreement and any failure by the Company or any of its
Subsidiaries to comply with any of its covenants hereunder), the Related
Agreements or any instrument contemplated hereby or thereby, (iii) any violation
of, or liability under, any Environmental Laws with respect to conditions at the
Property or the operations conducted thereon, or (iv) the investigation or
remediation of offsite locations at which the Company, any of its Subsidiaries
or their predecessors are alleged to have directly or indirectly disposed of
Hazardous Materials. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
11.3</U>. <U>Brokers&#146; Fees</U>.</B> The Company shall pay the $500,000
financial advisory fee and expenses of Salomon Smith Barney Inc. incurred in
connection with the transactions contemplated hereby and shall indemnify the
Purchasers with respect thereto. The parties shall indemnify each other against
and agree that each will hold the others harmless from any claim, demand or
liability for any other broker&#146;s, finder&#146;s or placement fees or
lender&#146;s incentive fees alleged to have been incurred by it in connection
with the transactions contemplated by this Agreement or the Related Agreements. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section
11.4</U>. <U>Survival of Obligations</U>.</B> The obligations of the parties
under this Article XI shall survive payment or transfer of the Units and the
termination of this Agreement. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XII.
NOTICES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
notice or other communication in connection with this Agreement, any Related
Agreement or the Series D Preferred Stock, any series of Series E Preferred
Stock, the Series D Warrants or the Series E Warrants shall be deemed to be
received if in writing (or in the form of a telecopy) addressed as provided
below (a) when actually delivered, in person, (b) when telecopied to said
address, confirmed by registered or certified mail, (c) when received if
delivered by overnight courier, or (d) in the case of delivery by mail, three
business days shall have elapsed after the same shall have been deposited in the
United States mails, postage prepaid and registered or certified: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;
If to the Company, at its principal executive offices, to the attention of the
Chief Executive Officer, or at such other address as the Company shall have
specified by notice actually received by the addressor, <BR><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;with copies to:<BR><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Bryan Cave LLP<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;One Metropolitan Square<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;211 North Broadway, Suite 3600<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;St. Louis, Missouri 63102<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attention: Denis P. McCusker, Esq.
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;
If to any Purchaser, then to its address set forth in the books and records of
the Company on the date hereof, or at such other address as such Purchaser shall
have specified by notice actually received by the addressor; or </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;
If to any other holder of record of Series D Preferred Stock, Series D Warrants,
Series E Warrants or any series of Series E Preferred Stock, to it at its
address set forth in the applicable register referred to in Article X hereof. </FONT>
</TD>
</TR>
</TABLE>
<BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XIII. SURVIVAL AND TERMINATION OF COVENANTS,<BR>
AGREEMENTS, REPRESENTATIONS AND WARRANTIES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
covenants, agreements, representations and warranties made herein or in any
Related Agreement shall be deemed to have been relied on by the recipient,
notwithstanding any investigation made by the recipient or on the
recipient&#146;s behalf, and shall survive the execution and delivery of this
Agreement and the issuance of the Series D Preferred Stock, the Series D
Warrants and the Series E Warrants. Except for the representations and
warranties contained herein and as otherwise expressly provided herein or in any
such Related Agreement, such covenants, agreements, representations and
warranties, shall terminate and be of no further force or effect upon the
automatic conversion of the Series D Preferred Stock and the various series of
Series E Preferred Stock pursuant to the Amended and Restated Certificate of
Incorporation of the Company. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XIV.
AMENDMENTS AND WAIVERS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
as otherwise expressly provided herein, any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only with the written consent of the Company and the Majority Holders,
respectively. Any amendment or waiver effected in accordance with this Article
XIV shall be binding upon the Company and each holder of any Series D Warrant,
Series E Warrant, Series D Preferred Stock or series of Series E Preferred
Stock. No course of dealing between the Company or any of its Subsidiaries on
the one hand, and the holder of any Series D Warrant, Series E Warrant, Series D
Preferred Stock or series of Series E Preferred Stock, on the other hand, shall
operate as a waiver of any rights under this Agreement. No delay or omission in
exercising any right under this Agreement shall operate as a waiver of such
right or any other right. A waiver on any one occasion shall not be construed as
a bar to or waiver of any right or remedy on any other occasion. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>27</font></P>
<PAGE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XV.
RIGHT TO PUBLICIZE</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
of the parties hereby acknowledges that each party, at its own expense, will
have the right to publicly disclose the investments in the Company contemplated
hereby, provided, however, that no party may use in a public disclosure the name
of any other party without the prior approval by such other party. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XVI.
WAIVER OF JURY TRIAL</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EACH
PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUIT,
ACTION OR PROCEEDING EXISTING UNDER OR RELATING TO THIS AGREEMENT, THE SERIES D
PREFERRED STOCK, ANY SERIES OF SERIES E PREFERRED STOCK OR ANY OF THE RELATED
AGREEMENTS. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XVII. INCORPORATORS, SHAREHOLDERS, OFFICERS,<BR>
DIRECTORS, EMPLOYEES AND PARTNERS FREE FROM PERSONAL LIABILITY</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
recourse under or upon any obligation, covenant or agreement of this Agreement
or of any Related Agreement will be had against any incorporator, shareholder
(except for obligations specific to any shareholder under this Agreement or any
Related Agreement), officer, director, employee, or partner as such, past,
present, or future, of the Company or any holder of Series D Preferred Stock,
Series D Warrants, Series E Warrants or any series of Series E Preferred Stock
or any predecessor or successor entity, either directly or through the Company
or any holder of any Series D Preferred Stock, Series D Warrants, Series E
Warrants or series of Series E Preferred Stock, whether by virtue of any
constitution, statute, or rule of law, or by the enforcement of any assessment
or penalty or otherwise, it being expressly understood that this Agreement and
the other Related Agreements are solely corporate obligations, and no such
personal liability whatsoever will attach to, or is or will be incurred by, the
incorporators, shareholders (except for obligations specific to any shareholder
under this Agreement or any Related Agreement), officers, directors or
employees, as such, of the Company or any holder of Series D Preferred Stock,
Series D Warrants, Series E Warrants or any series of Series E Preferred Stock
or of any predecessor or successor entity, or any of them, under or by reason of
the obligations, covenants, or agreements contained in this Agreement and the
Related Agreements; provided that nothing in this Article XVII shall eliminate
or limit the liability of any incorporator, shareholder, officer, director,
employee or partner (i) for breach of fiduciary duty, if any, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware or (iv) for any transaction for which the individual derived
an improper personal benefit. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE
XVIII. SCHEDULES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
matter or item disclosed in any part of a particular Schedule hereto shall be
deemed to be disclosed in all parts of the Schedules hereto where such matter is
required to be disclosed. Any capitalized term used in the Schedules but not
defined therein shall have the meaning ascribed to such term in this Agreement. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XIX.
ENTIRE AGREEMENT; COUNTERPARTS; SECTION HEADINGS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement and the Related Agreements set forth the entire understanding of the
parties hereto with respect to the subject matter hereof and thereof and
supersede any prior written or oral understandings with respect thereto. For the
avoidance of doubt, except as specifically provided in Article XXII hereof, this
Agreement does not supersede, amend or otherwise alter any of the provisions of
the Prior Purchase Agreements. This Agreement may be executed simultaneously in
one or more counterparts thereof, each of which shall be deemed as original but
all of which together shall constitute one and the same instrument. The headings
in this Agreement are for convenience of reference only and shall not alter or
otherwise affect the meaning hereof. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>28</font></P>
<PAGE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XX.
GOVERNING LAW</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW
PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE SUBSTANTIVE LAWS OF
ANY OTHER STATE, EXCEPT THAT ALL MATTERS RELATIVE TO THE INTERNAL AFFAIRS OF THE
COMPANY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XXI.
SEVERABILITY</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
any term or provision of this Agreement, the Series D Warrants, the Series E
Warrants, the Series D Preferred Stock or any series of the Series E Preferred
Stock, or the application thereof to any Person or circumstance, shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement, the Series
D Warrants, the Series E Warrants, the Series D Preferred Stock or the Series E
Preferred Stock, as the case may be, or its application to other Persons or
circumstances, shall not be affected thereby and each term and provision hereof
shall be enforced to the fullest extent permitted by law. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE
XXII. AMENDMENT OF PRIOR PURCHASE AGREEMENTS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Purchasers, as parties to one or more of the Prior Purchase Agreements, and the
Company hereby amend Article I of each of the Prior Purchase Agreements by
agreeing that the term &#147;Preferred Stock&#148; as used therein shall be
defined as such term is defined in Article I of this Agreement. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE
XXIII. CERTAIN SPECIAL WAIVERS AND SPECIAL RIGHTS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;
The Purchasers, as parties to this Agreement and the Stockholders&#146;
Agreement, hereby agree that, notwithstanding anything contained herein, in the
Stockholders&#146; Agreement or anywhere else to the contrary, the Company shall
be entitled to issue and sell to one or more Persons from and after the date
hereof until March 31, 2002, up to an aggregate of an amount equal to the
difference between $100,000,000 and the aggregate cash proceeds from sales of
Units hereunder to all of the Purchasers other than those Purchasers listed on
<U>Schedule 2.3(b)</U> who are participating in the Series D Loan Program of
equity securities or any securities (including debt securities) convertible into
or containing options or rights to acquire any equity securities (&#147;Equity
Securities&#148;) on such terms and conditions as may be approved by a
Supermajority Board Vote. The Purchasers hereby agree that, notwithstanding
anything contained herein, in the Stockholders&#146; Agreement or elsewhere to
the contrary, the Company shall not be required to offer all or any portion of
any such additional Equity Securities to the Purchasers or the other
stockholders of the Corporation and each Purchaser hereby waives any and all
preemptive rights that such Purchaser may otherwise be entitled to pursuant to
the terms of Section 3 of the Stockholders&#146; Agreement with respect thereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;
Notwithstanding the foregoing, the Company hereby agrees that in the event that
it sells any Equity Securities or any non-convertible debt securities (other
than such non-convertible debt securities issued to financial institutions or
lessors in connection with commercial credit arrangements, equipment financings
or similar transactions) to one or more Persons from and after the date hereof
until March 31, 2002 on economic terms that any of the Purchasers listed on
Exhibit H hereto determines to be more favorable to such Persons than the
economic terms of the sales of the Units and additional Series D Warrants
purchased hereunder by such Purchaser with such Purchaser&#146;s
over-subscription amount, then any such Purchaser shall be entitled, at the
option of such Purchaser and upon the consummation of any such sale, to exchange
the Units and additional Series D Warrants acquired by such Purchaser hereunder
with such over-subscription amount for the identical type of Equity Securities
or non-convertible debt securities acquired by such other Person, in an amount
equal to that which the over-subscription amount would have purchased assuming
such Purchaser were to have purchased the Equity Securities or non-convertible
debt securities on the same terms provided to such other Person. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;
The Purchasers listed on Exhibit H attached hereto hereby agree and acknowledge
that, notwithstanding anything contained herein to the contrary, if the Company
were to modify the terms of the Series E Warrants in connection with any sale of
Units to any Person who is not currently a stockholder of the Company so as to
extend the cash exercise period thereof to up to a five year period from and
after the date of issuance that (i) such modification, in and of itself, would
not be deemed to be more favorable terms of sale for purposes of this Article
XXIII and (ii) any such modification would not give rise to the right of any
Purchaser to exchange any of their existing Series E Warrants for such modified
Series E Warrant, regardless of whether such Purchasers otherwise have an
exchange right hereunder as a result of an issuance involving a Series E Warrant
with such modified terms. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>29</font></P>
<page>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the foregoing corresponds with your understanding of our agreement, kindly sign
this letter and the accompanying copies thereof in the appropriate space below
and return one counterpart of the same to the Company, at the address first
listed above. </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=50%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5% COLSPAN=2><FONT FACE="Times New Roman" SIZE=2>Very truly yours,<BR><BR>NUVOX, INC.<BR><BR><BR></FONT></TD>
</TR>
<TR>
     <TD WIDTH=50%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT FACE="Times New Roman" SIZE=2>By:</FONT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT><HR SIZE=1 NOSHADE></TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=5%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=45%><FONT FACE="Times New Roman" SIZE=2>David L. Solomon, Chief Executive Officer</FONT></TD>
</TR>
</TABLE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Accepted and agreed to as of the date first written above:</font></P>



<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2><i>[Signatures of Purchasers]</i></font></P>
<BR><BR><BR>



<P ALIGN=CENTER><FONT FACE="Times New Roman" SIZE=2>30</font></P>



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