PRIMIX
EXHIBIT 10.3
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<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>ex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
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                                                                   Exhibit 10.3


                   AMENDED AND RESTATED STOCK PLEDGE AGREEMENT

         THIS AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (this
"Agreement") is made as of January 1, 2000, between Michael D. Troiano
("Pledgor") and Primix Solutions Inc., a Delaware corporation ("Pledgee").

         Section 1.      PLEDGE OF STOCK. Pledgor hereby assigns to Pledgee, and
grants to Pledgee a first priority security interest in, the Options (as
hereinafter defined) and the Stock (as hereinafter defined), to be held by
Pledgee subject to the terms and conditions hereinafter set forth, the option
agreements and/or certificates for which, accompanied by stock powers or other
appropriate instruments of assignment thereof duly executed by Pledgor, have
been delivered to Pledgee and, as to Options and Stock hereafter acquired, shall
be delivered to Pledgee. Pledgor agrees to immediately deliver any certificates
evidencing the Options and Stock upon receipt.

         Section 2.      DEFINITIONS.

                  (a) The term "OPTIONS" as used herein includes the stock
option to purchase 100,000 shares of Common Stock of Primix Solutions Inc. and
any additional stock options to purchase shares of capital stock of Primix
Solutions Inc. hereafter acquired.

                  (b) The term "STOCK" as used herein includes any shares of
Common Stock of Primix Solutions Inc. issued or issuable under the Options and
any additional shares of capital stock of Primix Solutions Inc. hereafter
acquired. The term "Stock" shall further include all cash or non-cash income
from the shares of Stock pledged hereunder, all increases therein and proceeds
thereof, other than income, increases or proceeds received by Pledgor pursuant
to Section6 hereof, and any dividend paid in respect of the Stock in the form of
additional shares of stock, options to purchase stock, warrants or convertible
securities (a "NON-CASH DIVIDEND").

                  (b) The term "OBLIGATIONS" as used herein means all
indebtedness, obligations and liabilities of Pledgor to Pledgee, whether now
existing or hereafter arising, under that certain Promissory Note in the face
amount of TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000.00) made by
Pledgee in favor of Pledgor as of January 1, 2000 (the "Note") and all future
advances or loans given by Pledgee to Pledgor under any other arrangements.

                  (c) The term "Event of Default" as used herein shall mean the
occurrence of any of the following events: (i) an assignment for the benefit of
creditors or commencement of any proceeding under any bankruptcy or insolvency
law by or against the Maker, (ii) the termination, for any reason, of the
Maker's employment with the Payee, (iii) a material breach of this Agreement,
(iv) the Maker shall have failed to pay the full amount of principal and


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accrued interest then outstanding on the Maturity Date (as defined in the Note),
or (v) an event of default under the Mortgage (as defined in the Note).

         Section 3.      SECURITY FOR OBLIGATIONS.  This Agreement, the pledge
of the Options and Stock hereunder and the Mortgage are made in favor of Pledgee
as security for the Obligations.

         Section 4.      LIQUIDATION, RECAPITALIZATION, ETC. Any sums paid upon
or with respect to any of the Stock upon the liquidation or dissolution of the
issuer thereof shall be paid over to Pledgee to be held by it as security for
the Obligations; and in case any distribution of capital shall be made on or in
respect of any of the Stock or any property shall be distributed upon or with
respect to any of the Stock pursuant to the recapitalization or reclassification
of the capital of the issuer thereof or pursuant to the reorganization thereof,
the capital or property so distributed shall be delivered to Pledgee to be held
by it as security for the Obligations. All sums of money and property paid or
distributed in respect of the Stock upon such a liquidation, dissolution,
recapitalization or reclassification which are received by Pledgor shall, until
paid or delivered to Pledgee, be held in trust for Pledgee as security for the
Obligations.

         Section 5.      WARRANTY OF TITLE. Pledgor warrants that: (a) Pledgor
is the lawful, record and beneficial owner of the Options and Stock; (b) the
Options and Stock are not subject to any pledge, lien, security interest,
charge, option, restrictions or other encumbrances except the security interest
created by this Agreement; (c) Pledgor has the power, authority and legal right
to pledge all of such Options and Stock pursuant to this Agreement; (d) no
person has any present or future right (conditional, preemptive or otherwise) to
acquire, vote, register or restrict the transfer of the Options and Stock; and
(e) the execution and delivery of this Agreement and the pledging of the Options
and Stock hereunder do not contravene any law or any rule or regulation
thereunder or any judgment, decree or order of any tribunal, or conflict with,
or result in a breach of or default under, or give rise to acceleration under,
any agreement or instrument to which Pledgor is a party or any of Pledgor's
property is bound.

         Section 6.      DIVIDENDS, VOTING, ETC., PRIOR TO MATURITY. So long as
no Event of Default has occurred and is continuing, Pledgor shall be entitled to
receive all cash dividends, if any, paid in respect of the Stock, and to vote
outstanding shares of the Stock and to give consents, waivers and ratifications
in respect of the Stock, PROVIDED that no vote shall be cast, or consent, waiver
or ratification given or action taken which would be inconsistent with or
violate any provisions of this Agreement, and PROVIDED FURTHER, that upon an
Event of Default, Pledgee may cause the Options and Stock to be transferred into
its own name as collateral security. All such rights of Pledgor to receive cash
dividends shall cease in case an Event of Default shall have occurred and be
continuing. All such rights of Pledgor to vote and give consents, waivers and
ratifications with respect to the Stock shall, at Pledgee's option, as evidenced
by Pledgee notifying Pledgor of such election, cease in case an Event of Default
shall have occurred and be continuing. In the event that a Non-Cash Dividend
shall be paid in respect of the Stock, Pledgor shall promptly deliver to Pledgee
the certificates issued in


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connection with such Non-Cash Dividend, if any, together with stock powers or
other appropriate instruments of assignment thereof duly executed by Pledgor.

         Section 7.      REMEDIES. If an Event of Default shall have occurred
and be continuing, Pledgee shall thereafter have the following rights and
remedies (to the extent permitted by applicable law) in addition to the rights
and remedies of a secured party under the Uniform Commercial Code of
Massachusetts, all such rights and remedies being cumulative, not exclusive, and
enforceable alternatively, successively or concurrently, at such time or times
as Pledgee deems expedient:

                        (a)  if Pledgee so elects and gives notice of such
election to Pledgor, Pledgee may vote any or all outstanding shares of the Stock
and give all consents, waivers and ratifications in respect of the Stock and
otherwise act with respect thereto as though it were the outright owner thereof
(Pledgor hereby irrevocably constituting and appointing Pledgee the proxy and
attorney-in-fact of Pledgor, with full power of substitution, to do so);

                        (b)  Pledgee may demand, sue for, collect or make any
compromise or settlement Pledgee deems suitable in respect of the Options and
Stock;

                        (c)  Pledgee may sell, resell, assign and deliver, or
otherwise dispose of any or all of the Stock, for cash and/or credit and upon
such terms at such place or places and at such time or times and to such
persons, firms, companies or corporations as Pledgee thinks expedient, all
without demand for performance by Pledgor or any notice or advertisement
whatsoever except such as may be required by law; and

                        (d)  Pledgee may cause all or any part of the Stock held
by it to be transferred into its name or the name of its nominee or nominees or
cancel all or any part of the Options.

         Pledgee may enforce its rights hereunder without any other notice and
without compliance with any other condition precedent now or hereunder imposed
by statute, rule of law or otherwise (all of which are hereby expressly waived
by Pledgor, to the fullest extent permitted by law). Pledgor acknowledges that
ten (10) calendar days' notice of any public sale or of that date on or after
which a private sale may be effected is reasonable notice. Pledgee may buy any
part or all of the Stock at any public sale, and if any part or all of the Stock
is of a type customarily sold in a recognized market or is of the type which is
the subject of widely- distributed standard price quotations, Pledgee may buy at
a private sale and may make payments thereof by any means. Pledgee may apply the
cash proceeds actually received from any sale or other disposition of the Stock
to the reasonable expenses of retaking, holding, preparing for sale, selling and
the like, to reasonable attorneys' fees, and all legal expenses, travel and
other expenses which may be incurred by Pledgee in attempting to collect the
Obligations or to enforce this Agreement or in the prosecution or defense of any
action or proceeding related to the subject matter of this Agreement; and then
to the Obligations, and


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any surplus shall be paid to Pledgor.

         Pledgor recognizes that Pledgee may be unable to effect a public sale
of the Stock by reason of certain prohibitions contained in the Securities Act
of 1933, as amended, but may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers or to a public sale which is
restricted to residents of the Commonwealth of Massachusetts. Pledgor agrees
that any such private sales or such restricted public sales may be at prices and
other terms less favorable to the seller than if sold at public sales and that
such private sales or such restricted public sales shall not by reason thereof
be deemed not to have been made in a commercially reasonable manner. Pledgee
shall be under no obligation to delay a sale of any of the Stock for the period
of time necessary to permit the issuer of such securities to register such
securities for public sale under the Securities Act of 1933, as amended, even if
the issuer would agree to do so.

         In all events, Pledgee shall give Pledgor not less than ten (10)
calendar days' written notice of any proposed disposition of the Stock or
cancellation of the Options.

         Section 8.      MARSHALLING. Pledgee shall not be required to marshal
any present or future security for (including but not limited to this Agreement
and the Options and Stock pledged hereunder), or guarantees of, the Obligations,
or to resort to such security or guarantees in any particular order; and all of
its rights hereunder and in respect of such security and guarantees shall be
cumulative and in addition to all other rights, however existing or arising. To
the extent that he lawfully may, Pledgor hereby agrees that he will not invoke
any law relating to the marshalling of collateral which might cause delay in or
impede the enforcement of Pledgee's rights under this Agreement or under any
other instrument evidencing any of the Obligations or under which any of the
Obligations is outstanding or by which any of the Obligations is secured or
guaranteed, and to the extent that it lawfully may Pledgor hereby irrevocably
waives the benefits of all such laws.

         Section 9.      PLEDGOR'S OBLIGATIONS NOT AFFECTED.  The obligations of
Pledgor hereunder shall remain in full force and effect without regard to, and
shall not be impaired by: (a) any bankruptcy, insolvency, reorganization,
arrangement, readjustment, composition, liquidation or the like of Pledgee; (b)
any exercise or nonexercise, or any waiver, by Pledgee of any right, remedy,
power or privilege under or in respect of the Obligations or any of any security
therefor (including this Agreement); (c) any amendment to or modification of any
instrument (other than this Agreement) securing any of the Obligations; or (d)
the taking of additional security for, or any guaranty of, any of the
Obligations or the release or discharge or termination of any security or
guaranty for any of the Obligations; whether or not Pledgor shall have notice or
knowledge of any of the foregoing.

         Section 10.     TRANSFER, ETC., BY PLEDGOR. Without the prior written
consent of Pledgee,


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Pledgor will not sell, assign, transfer or otherwise dispose of, grant any
option with respect to, or pledge or grant any security interest in or otherwise
encumber any of the Options and Stock or any interest therein, except for the
pledge thereof provided for in this Agreement.

         Section 11.     FURTHER ASSURANCES. Pledgor will, from time to time,
execute and deliver to Pledgee all such other and further instruments and
documents and take or cause to be taken all such other and further action as
Pledgee may reasonably request in order to effect and confirm more securely in
Pledgee all rights contemplated in this Agreement.

         Section 12.     PLEDGEE'S EXONERATION. Under no circumstances shall
Pledgee be deemed to assume any responsibility for or obligation or duty with
respect to the Options and Stock or any matter or proceedings arising out of or
relating thereto, other than to exercise reasonable care in the physical custody
of the Options and Stock. Pledgee shall not be required to take any action of
any kind to collect, preserve or protect its or Pledgor's rights in the Options
and Stock or against other parties thereto, other than to exercise reasonable
care in the physical custody of the Options and Stock.

         Section 13.     NO WAIVER, ETC. No act, failure or delay by Pledgee
shall constitute a waiver of its rights and remedies hereunder or otherwise. No
single or partial waiver by Pledgee of any default or right or remedy which it
may have shall operate as a waiver of any other default, right or remedy or of
the same default, right or remedy on a future occasion. Pledgor hereby waives
presentment, notice of dishonor and protest of all instruments, included in or
evidencing any of the Obligations, and any and all other notices and demands
whatsoever (except as expressly provided herein).

         Section 14.     NOTICE, ETC.  All communications herein provided shall
be in writing and shall be sufficient if sent by United States mail, registered
or certified, postage prepaid, delivered by messenger, overnight delivery
service or telecopier, addressed as follows:

                         If to Pledgor, at the address set forth below Pledgor's
                         signature.

                         If to Pledgee:     Primix Solutions Inc.
                                            One Arsenal Marketplace, 2nd Floor
                                            Watertown, MA 02472
                                            Telecopier:  (617) 923-6565
                                            Attention:  Chief Financial Officer

or to such other address as the party to receive any such communication or
notice may have designated by written notice to the other party.

         Any notice given pursuant to this Section shall be deemed to have been
given and received when actually delivered, upon receipt of electronic
confirmation if by telecopier, one business day after dispatch by a recognized
overnight delivery service, or three business days


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after mailing by certified or registered mail with proper postage affixed and
return receipt requested.

         Section 15.     TERMINATION. This Agreement shall terminate at such
time as all of the Obligations shall have been paid in full, and upon such
termination, Pledgor shall be entitled to the return of such Options and Stock
in the possession or control of Pledgee as has not theretofore been disposed of
pursuant to the provisions hereof and as to which Pledgee has not received
notice of a junior pledge, together with any moneys and other property of
Pledgor at the time held by Pledgee hereunder.

         Section 16.     MISCELLANEOUS PROVISIONS.

                        (a)  Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated except by a written instrument
expressly referring to this Agreement and to the provisions so modified or
limited, and executed by the party to be charged.

                        (b)  This Agreement is personal and may not be assigned
by Pledgor. This Agreement and all obligations of Pledgor hereunder shall be
binding upon his heirs, executors and administrators. Pledgee shall have the
right to assign this Agreement, without any restriction, and Pledgee's rights
and remedies under this Agreement shall inure to the benefit of its assigns and
successors by way of merger, consolidation or sale of substantially all of the
assets or stock of Pledgee.

                       (c)  This Agreement and the obligations of Pledgor
hereunder shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts.

                       (d)  The descriptive section headings have been inserted
for convenience of reference only and do not define or limit the provisions
hereof. If any term of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity of all other terms hereof shall be in no way
affected thereby, and this Agreement shall be construed and be enforceable as if
such invalid, illegal or unenforceable term had not been included herein.

                       (e)  This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall be deemed
to be one and the same instrument.

                       (f)  To the extent permitted by applicable law, Pledgor
hereby waives trial by jury in any proceeding brought for the interpretation or
enforcement of this Agreement or for a determination of the rights of the
parties hereunder.

         Section 17.     CONSENT TO JURISDICTION. PLEDGOR AND PLEDGEE
IRREVOCABLY CONSENT AND SUBMIT TO THE JURISDICTION OF THE UNITED


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STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS, AND THE COURTS OF THE
COMMONWEALTH OF MASSACHUSETTS IN CONNECTION WITH ANY ACTION, PROCEEDING OR CLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR ANY INSTRUMENT OR DOCUMENT
REQUIRED HEREBY OR INCIDENT OR COLLATERAL HERETO.

                         [NO FURTHER TEXT ON THIS PAGE]


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         IN WITNESS WHEREOF, Pledgor and Pledgee have caused this Agreement to
be duly executed as of the date first above written.

                                         "PLEDGOR"

                                         ------------------------------------
                                         Michael D. Troiano

                   Address:              39 Prospect Street
                                         Wellesley, Massachusetts 02481

                                         "PLEDGEE"

                                         PRIMIX SOLUTIONS INC.

                                         By: _________________________________
                                               Name:
                                               Title:


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