i 3 SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT

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EXHIBIT 10.13

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SCC COMMUNICATIONS CORP.
SENIOR SUBORDINATED NOTE AND WARRANT
PURCHASE AGREEMENT

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DATED AS OF NOVEMBER 20, 1997

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TABLE OF CONTENTS

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BACKGROUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION A. SELLER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION B. SENIOR LOAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION C. PURCHASE AND SALE OF NOTE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION D. PURCHASE AND SALE OF WARRANT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

STATEMENT OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1 DEFINED TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2 PURCHASE AND SALE OF THE NOTE. . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 3 PURCHASE AND SALE OF THE WARRANT . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 4 CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 5 REPRESENTATIONS AND WARRANTIES OF
SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 6 REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 7 FINANCIAL REPORTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 8 AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 9 NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 10 FINANCIAL TESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 11 EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 12 INDEMNIFICATION BY THE SELLER . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 13 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Glossary of Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exhibit A
Form of Note Between Seller and Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . Exhibit B

Exceptions to Representations and Warranties . . . . . . . . . . . . . . . . . . . Schedule 5.1 et seq.

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SENIOR SUBORDINATED NOTE AND WARRANT
PURCHASE AGREEMENT

This is a SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT
dated as of November 20, 1997 ("Agreement") by and between SCC COMMUNICATIONS
CORP. ("SCC"), a Delaware corporation, and BANC ONE CAPITAL PARTNERS II, LLC
("BOCP"), a Delaware limited liability company, as purchaser.

SCC, together with its successors and assigns, is referred to as the
"Seller". BOCP, together with its successors and assigns, is referred to as
the "Purchaser". The Seller and the Purchaser are referred to collectively as
the "Parties", and individually as a "Party".

BACKGROUND

SECTION A. SELLER.

SCC is a Delaware corporation engaged in the business of providing
database access and maintenance services to wireline and wireless service
providers ("Business").

SECTION B. SENIOR LOAN.

Pursuant to a Loan Agreement dated as of July 1, 1996 (as amended, the
"Senior Loan Agreement") by and between Bank One Colorado, NA ("Senior Lender")
and the Seller, the Senior Lender has agreed to provide to the Seller on a
revolving credit basis up to a maximum aggregate principal amount of $2,000,000
or 75% of the borrowing base as defined therein at any one time outstanding
(the "Senior Loan"). The Senior Loan is secured by a first priority security
interest in substantially all of the Seller's assets. The Purchaser and the
Senior Lender are parties to an Intercreditor Agreement dated as of the date
hereof ("as amended, restated, modified or supplemented and in effect from time
to time, the Intercreditor Agreement").

SECTION C. PURCHASE AND SALE OF NOTE.

Upon the terms and subject to the conditions set forth in this
Agreement, the Seller shall issue and sell to Purchaser a Senior Subordinated
Note in the aggregate principal amount of $4,000,000 due November 30, 2003 (as
amended, restated, modified or supplemented and in effect from time to time,
the "Note").

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SECTION D. PURCHASE AND SALE OF WARRANT.

Upon the terms and subject to the conditions set forth in this
Agreement, the Seller shall issue and sell to Purchaser warrants to purchase
that number of shares of Common Stock of the Seller representing between 2% and
4% of the Fully Diluted Common Stock of the Seller, depending upon certain
circumstances ("Warrant"). The shares of Common Stock issued or issuable upon
exercise of the Warrant are referred to as the "Warrant Shares".

STATEMENT OF AGREEMENT

In consideration of their mutual promises set forth in this Agreement,
the Parties hereby agree as follows:

SECTION 1 DEFINED TERMS.

Certain capitalized terms used in this Agreement and the Related
Documents are defined in the Glossary of Defined Terms attached as Exhibit A.
Unless otherwise expressly provided or unless the context otherwise requires,
such defined terms shall have the meaning specified in the Glossary of Defined
Terms when used in this Agreement and the Related Documents and in any other
document related to this transaction which expressly incorporates such Glossary
by reference.

SECTION 2 PURCHASE AND SALE OF THE NOTE.

Upon the terms and subject to the conditions set forth in this
Agreement, the Seller shall issue and sell the Note to Purchaser and Purchaser
shall purchase the Note from the Seller for a purchase price of $4,000,000.
The Note shall be due November 30, 2003, shall be dated as of the Closing Date,
shall be made payable by the Seller to the Purchaser in the principal amount of
$4,000,000, and shall otherwise be substantially in the form of Exhibit B.

Such purchase and sale shall be consummated on the Closing Date as
provided for in this Agreement, and on such date the Purchaser shall make
payment of the purchase price of the Note by wire transfer to an account
designated by the Company.

SECTION 3 PURCHASE AND SALE OF THE WARRANT

Upon the terms and subject to the conditions set forth in this
Agreement, the Seller shall issue and sell to the Purchaser and the Purchaser
shall purchase from the Seller for a purchase price of $100, a Warrant to
purchase that number of Common Shares of the Seller representing between 2%
and 4% of the Fully Diluted Common Stock of the Seller, depending upon certain
circumstances. Such purchase and sale shall be consummated on the Closing Date
as provided

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for in this Agreement, and on such date the Purchaser shall make payment of the
purchase price for the Warrant by wire transfer to an account designated by the
Company.

SECTION 4 CONDITIONS TO CLOSING.

The obligations of the Purchaser to purchase the Note and Warrant on
the Closing Date is subject to the fulfillment, in a manner reasonably
satisfactory to the Purchaser and its counsel, of each of the following
conditions precedent.

4.1 SENIOR LOANS. The Senior Loan Agreement shall be in full
force and effect, and:

(i) no event of default or event which with
notice, lapse of time or both would constitute
an event of default under the Senior Loan
Agreement shall have occurred and be
continuing;

(ii) to the best knowledge of the Seller each of
the representations and warranties of the
Seller set forth in the Senior Loan Agreement
shall be true and correct in all material
respects as of the Closing Date;

(iii) the Senior Lender shall not have waived
compliance with any covenant set forth in the
Senior Loan Agreement or waived the breach of
any representation or warranty set forth in
the Senior Loan Agreement as of the Closing
Date; and

(iv) the Senior Lender and the Purchaser shall
have executed and delivered the Intercreditor
Agreement.

4.2 EXECUTION AND DELIVERY OF RELATED DOCUMENTS. Each of the
following Related Documents, each dated and effective as of the Closing Date,
shall have been duly executed and delivered by the Parties:

(i) the Note;

(ii) the Warrant;

(iii) the Option Agreement;

(iv) the Registration Rights Agreement;

(v) the Co-Sale Agreement; and

(vi) the Preemptive Rights Agreement.

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4.3 CERTIFICATES, OPINIONS, AND OTHER DOCUMENTS. The following
certificates, opinions and other documents shall be delivered by or on behalf
of the Seller:

(i) a certificate of the Seller executed by the
President of the Seller certifying compliance
with the closing conditions set forth in this
Section;

(ii) certified copies of the corporate resolutions
of Seller authorizing the execution, delivery
and performance of its obligations under this
Agreement, the Note, the Related Documents and
any other documents to be delivered pursuant
to this Agreement duly certified by the
Seller's corporate secretary;

(iii) a copy of Seller's Articles of Incorporation,
including any and all amendments thereto
certified by the Delaware Secretary of State,
and a copy of the bylaws of Seller as in
effect on the Closing Date certified by the
Seller's corporate Secretary;

(iv) a certificate of the Secretary of Seller
certifying the names of the officers of the
Seller authorized to sign this Agreement, the
Related Documents and any other documents or
certificates to be delivered pursuant to this
Agreement by the Seller, together with the
true signatures of such officers;

(v) an opinion of counsel for the Seller,
addressed to the Purchaser, in a form
satisfactory to Purchaser's counsel; and

(vi) such other opinions, certificates,
affidavits, documents and filings, including
any and all UCC filings, as the Purchaser may
deem reasonably necessary or appropriate.

4.4 DISBURSEMENTS AND DELIVERIES. The following disbursements
shall have been made out of the proceeds of the sale of the Note:

(i) $35,000 paid to the Purchaser as a closing
fee in addition to the $30,000 previously
paid; and

(ii) transaction expenses not to exceed $10,000
paid to the Purchaser as reimbursement of
expenses as provided for in Section 13.

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4.5 POST-CLOSING ITEMS. The following actions shall be taken
after the Closing:

(i) the Seller shall timely make appropriate
notice filings with respect to the issuance
and sale of the Warrant and the Note under
Regulation D of the Securities Exchange Act
and the state securities laws of Colorado and
Ohio; and

(ii) within 10 Business Days after the Closing
Date the Seller shall furnish or cause to be
furnished all post-closing items required to
be delivered pursuant to Section 13.19.

SECTION 5 REPRESENTATIONS AND WARRANTIES OF SELLER.

The representations and warranties of the Seller set forth in this
Section 5 shall survive the purchase and sale of the Note and Warrant, and any
investigation made by the Purchaser shall not diminish the right of the
Purchaser to rely upon such representations and warranties. Seller represents
and warrants to the Purchaser as follows.

5.1 ORGANIZATION AND STANDING.

Seller is a corporation duly organized and validly existing
under the laws of the State of Delaware and is in good standing under such
laws. The Seller is not qualified to do business as a foreign corporation in
any jurisdiction, except as set forth in Schedule 5.1. Such qualification is
not presently required in any other jurisdiction where a failure to qualify
would have a material adverse effect on the Company.

The Seller has furnished to the Purchaser true and correct
copies of the Articles of Incorporation, By-laws, (each with amendments
thereto) and any close corporation, shareholders, or voting trust agreement or
similar agreement reflecting the governance of the Seller, all as in effect as
of the date of this Agreement.

5.2 CORPORATE POWER.

Seller has all requisite corporate power to own and operate
its properties and assets, and to carry on its business as presently conducted.
Seller has all requisite corporate power to execute and deliver this Agreement
and the Related Documents and any other instruments or documents provided for
herein, to sell and issue the Note and Warrant, to issue the Warrant Shares, to
satisfy each of the conditions precedent set forth in Section 5 which are to be
satisfied by the Seller and to make each of the Representations and Warranties,
and to carry out and perform its obligations under the terms of this Agreement.

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5.3 SUBSIDIARIES.

Except as set forth on Schedule 5.3, Seller has no
Subsidiaries and does not otherwise own or control, directly or indirectly, any
other Person.

5.4 CAPITALIZATION.

(a) The entire authorized Capital Stock of the Seller
consists of 30,000,000 shares of Common Stock and 18,565,726 shares of
Preferred Stock. Of the authorized Capital Stock, 4,545,455 shares of Series A
Convertible Preferred Stock; 3,030,304 shares of Series B Convertible Preferred
Stock; 1,326,983 shares of Series C Convertible Preferred Stock; 2,736,369
shares of Series D Convertible Preferred Stock; 3,250,145 shares of Series E
Preferred Stock, 3,676,471 Shares of Series F Preferred Stock and 5,799,905
Common Shares are issued and outstanding, and 4,906,656 Common Shares are
reserved for issuance upon the exercise of stock options and the Warrant, and
18,565,727 Common Shares are reserved for issuance upon conversion of the
Preferred Stock.

(b) The outstanding Common Shares and Preferred Shares
have been, and upon exercise of the Warrant in accordance with its terms, the
Warrant Shares will have been (i) duly and validly authorized and issued, fully
paid and non-assessable, and (ii) issued in full compliance with applicable
registration or qualification provisions of applicable federal securities laws
and state securities laws, including the anti-fraud provisions thereof, and
(iii) issued in compliance with any applicable preemptive, preferential or
contractual right of any Person.

(c) Except as set forth in Schedule 5.4 and except for
such provisions included in this Agreement and the Related Documents, there are
no subscription or purchase rights, registration rights, options, warrants,
other rights, preemption, conversion, redemption, co-sale, buy-sell rights,
rights of refusal or similar rights, agreements or undertakings in effect or
committed to by the Seller or its stockholders with respect to the Capital
Stock of the Seller.

(d) Except as set forth in Schedule 5.4, there is no
agreement, irrevocable proxy, voting trust, shareholders agreement, close
corporation agreement or similar agreement or arrangement with respect to the
exercise of the Voting Power of the Seller.

5.5 AUTHORIZATION; ENFORCEABILITY.

The execution and delivery of this Agreement and the Related
Documents by the Seller and the performance of its obligations hereunder and
thereunder, including the sale, issuance and delivery of the Note and Warrant
and the issuance of the Warrant Shares upon the exercise of the Warrant have
been duly authorized by appropriate corporate action. This

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Agreement and each Related Document to which the Seller is a party, when
executed and delivered by Seller, will constitute valid and legally binding
obligations of the Seller, enforceable in accordance with their respective
terms, subject to (a) laws of general application relating to bankruptcy,
insolvency, and the relief of debtors, (b) rules of law governing specific
performance, injunctive relief, or other equitable remedies, and (c) the extent
that the indemnification provisions in Section 12 may be limited by principles
of public policy. The Seller has reserved 1,170,892 Common Shares for issuance
upon exercise of the Warrant. The Securities, when issued, will be duly
authorized, validly issued, fully paid and non-assessable and will be free of
any liens or encumbrances created by the Seller; provided, however, that the
Securities will be subject to restrictions on transfer under federal and state
securities laws and as set forth herein.

5.6 NONCONTRAVENTION.

The execution and delivery of this Agreement and the Related
Documents will not (a) violate any statute, regulation, rule, judgment, order,
decree, stipulation or injunction to which the Seller is subject, (b) conflict
with or result in a breach of the provisions of the Charter Documents of the
Seller, (c) conflict with, result in the breach of, constitute a default under,
result in the acceleration of, create in any Person the right to accelerate,
terminate, modify or cancel, or require any notice under, any contract, lease,
license, indenture, agreement, mortgage, instrument of Indebtedness or other
agreement to which the Seller is a party or by which the Seller or any property
of the Seller is bound or result in the creation or imposition of any Lien or
encumbrance on any of such property.

5.7 GOVERNMENTAL CONSENT.

No consent, approval, or authorization of or designation,
declaration, or filing with any governmental authority on the part of the
Seller is required in connection with the valid execution and delivery of this
Agreement and the Related Documents, or the consummation of any other
transaction contemplated by this Agreement and the Related Documents.

5.8 TITLE TO AND CONDITION OF PROPERTIES AND ASSETS.

Except as disclosed in Schedule 5.8, the Seller has good and
marketable title to all its properties (both real and personal) and assets.
The real and personal property owned and/or leased by the Seller is in good
condition and repair, ordinary wear and tear excepted, and routine maintenance
has been performed thereon.

5.9 FINANCIAL STATEMENTS.

The Financial Statements of the Seller for the years ended
December 31, 1994, 1995 and 1996, audited in each case by the Accountants, and
the nine months ended September

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30, 1997, copies of which have been previously made available to Purchaser, (a)
have been prepared from the books and records of the Seller in accordance with
generally accepted accounting principles applied on a consistent basis, and (b)
fairly present the financial position of the Seller as of the respective dates
thereof and the results of operations, changes in equity and cash flows of the
Seller for the respective periods covered by such Financial Statements, except
that the Financial Statements as at September 30, 1997 and for the nine months
then ended omit footnote disclosure and are subject to normal year-end
adjustments.

5.10 UNDISCLOSED LIABILITIES.

Except as set forth in Schedule 5.10, the Seller has no
liability (whether known or unknown, absolute or contingent, liquidated or
unliquidated and whether due or to become due), including any liability for
Taxes, except for (a) liabilities set forth on the balance sheet of the Seller
as of September 30, 1997, included in the Financial Statements, (b) liabilities
incurred since that date in the ordinary course of business, and (c) costs and
expenses incurred in connection with the transactions contemplated by this
Agreement. Except as set forth in Schedule 5.10, the Seller is not liable upon
or with respect to or obligated in any other way to provide funds in respect of
or to guaranty or assume in any manner (including, without limitation, under or
pursuant to any agreement, arrangement, commitment or understanding, whether
written or oral), any debt, obligation or dividend of any other Person.

5.11 EVENTS SINCE DECEMBER 31, 1996

Since December 31, 1996, except as disclosed on Schedule 5.11,
there has not been:

(a) any casualty affecting any material property or asset
of the Seller;

(b) any indebtedness for borrowed money incurred by the
Seller, other than Indebtedness incurred to Purchaser and Indebtedness incurred
under the Senior Loan Agreement;

(d) any sale or license of any of the assets of the
Seller, other than sales of inventory in the ordinary course of business;

(e) any acceleration, termination, cancellation or
adverse modification of any material agreement, contract, lease or license to
which the Seller is a party or by which it is bound;

(f) any dividend, payment or other distribution with
respect to any of the Capital Stock of the Seller;

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(g) any redemption or purchase of any Common Shares or
Preferred Shares or any option or warrant to purchase Common Shares or
Preferred Shares; or

(j) any other material transaction other than in the
ordinary course of business consistent with past practices.

5.12 TAXES.

(a) TAX RETURNS. The Seller has filed all Tax Returns
relating to Taxes which the Seller was required to file prior to the date of
this representation. The Seller has paid all Taxes and assessments which are
due. The provision for Taxes of the Seller as shown in the current Financial
Statements of the Seller is adequate for Taxes due or accrued as of the date
thereof.

(b) NO WAIVER OF STATUTES OF LIMITATION. The Seller has
not waived any statute of limitations in respect of Taxes or agreed to any
extension of time with respect to a Tax assessment or deficiency.

(c) AUDITS AND DEFICIENCIES. None of the Tax Returns
have been audited or are currently the subject of an audit by a governmental
agency. The Seller has not received any notice of a deficiency or proposed
deficiency in any of the Taxes paid by the Seller.

5.13 INTELLECTUAL PROPERTY.

(a) INTELLECTUAL PROPERTY. The Seller owns or is licensed
to use all Software which is used in Seller's Business. All Intellectual
Property owned by the Seller is described in Schedule 5.13. A copy of each
registration, or pending application for registration, of the Intellectual
Property has previously been made available to Purchaser.

(b) USE AND OWNERSHIP. No Person other than the Seller
has any ownership interest in any Intellectual Property, product, technology or
process developed or sold by the Seller. The Seller has not disclosed to any
other Person any information relating to any of the Intellectual Property used
in or necessary for the conduct of any of the Seller's business in a manner
which would permit such Person to compete with the Seller. Except as set forth
on Schedule 5.13, the Seller has not granted any Person the exclusive right to
use any of its Intellectual Property.

(c) INFRINGEMENT. There are no interference, oppositions
or cancellation proceedings or infringement suits pending or, to the knowledge
of the Seller, threatened with respect to any of the Intellectual Property. To
the knowledge of the Seller, no Person is

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interfering with or infringing on any of the Intellectual Property. The Seller
has not interfered with, infringed upon, misappropriated or otherwise come into
conflict with any patent, trademark, service xxxx, trade name, copyright, trade
dress or other proprietary right of any Person, and the Seller has not received
any claim alleging such interference, infringement, misappropriation or
conflict.

(d) EXCLUSIVE USE. The Seller owns or has the right to
use, license and exploit, without restriction or adverse claim, all know-how,
trade secrets, inventions, methods and other proprietary rights which are
necessary or appropriate for the Seller to conduct its business.

5.14 MATERIAL CONTRACTS.

Schedule 5.14 fully and accurately lists all of the Material
Contracts in effect to which the Seller is a party and the Purchaser will be
furnished with access to all Material Contracts. With respect to each Material
Contract, except as otherwise disclosed in Schedule 5.14: (i) such agreement
is in full force and effect and constitutes the legal, valid and binding
obligation of the Seller and, to the knowledge of the Seller, the other parties
thereto, enforceable in accordance with its terms, except as may be limited by
bankruptcy, insolvency, moratorium and other similar laws affecting creditors'
rights generally and by general principles of equity, (ii) such agreement will
not be terminated as a result of this Agreement, (iii) the Seller is not in
default in any material respect under such agreement and no event has occurred
which, with the passage of time, would constitute such a material default, and
(iv) to the knowledge of the Seller, no other party is in default in any
material respect under such agreement.

5.15 LITIGATION.

The Seller is not (i) subject to any outstanding injunction,
judgment, order, decree or ruling, or (ii) a party or, to the knowledge of the
Seller, threatened to be made a party, to any action, suit, proceeding,
hearing, audit or investigation, of or before any court, quasi-judicial agency,
administrative agency or arbitrator.

5.16 INSURANCE.

The Seller maintains such insurance as is required by law.

5.17 COMPLIANCE WITH LAWS.

The Seller has complied with all Applicable Laws where the
failure so to comply could have a material adverse effect on the Seller's
financial or business condition, and no notice has been received by the Seller
alleging non-compliance of any Applicable Law which could have such a material
adverse effect which remains uncured as of the date hereof.

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5.18 LICENSES AND PERMITS.

The Seller has obtained all material licenses and permits and other
governmental authorizations required in order for it to conduct its business as
presently conducted. All of such licenses and permits are in full force and
effect. No material violation exists in respect of any such license or permit.
No proceeding is pending, or to the knowledge of the Seller, threatened to
revoke or limit any such license or permit.

5.19 SPECIFIC ENVIRONMENTAL WARRANTIES.

(a) ENVIRONMENTAL AUDITS. Except as set forth on Schedule
5.19, no environmental audits, assessments or occupational health studies or
analyses of any groundwater, soil, air or asbestos samples have been taken from
any facility now or in the past leased or owned by the Seller undertaken by, or
at the direction of, the Seller, any employees or counsel to the Seller or, to
the knowledge of the Seller, any governmental agency.

(b) HAZARDOUS MATERIALS AND ACMS. Except as used in the
normal course of the Seller's business and in compliance with Environmental
Laws, no Hazardous Materials, asbestos or asbestos containing materials
("ACMs") are, or to the knowledge of the Seller have been, located in or about
any real properties owned by the Seller or, with respect to any real property
leased by the Seller as a lessee, or have been released by the Seller into the
environment, or discharged, treated, managed, recycled, placed or disposed of
by the Seller or, to the knowledge of the Seller, anyone else, at, on or under
any real properties or owned by the Seller, or with respect to any real
property leased by the Seller as a lessee, and to the knowledge of Seller, no
Hazardous Materials or ACMs formerly located on the real properties or owned by
the Seller or, with respect to any real property leased by the Seller as a
lessee, have been disposed of at any off-site waste disposal.

(c) DISPOSAL, STORAGE, RECYCLING, TREATMENT, ETC. Except
as used in the normal course of the Seller's business and in compliance with
Environmental Laws, no portion of any real properties owned by the Seller or,
with respect to any real property leased by the Seller as a lessee, is being
used, or to the knowledge of the Seller, has been used, for the disposal,
storage, recycling, treatment, processing or other handling of Hazardous
Materials, where the same could have a material adverse effect on the business,
financial condition or prospects of the Seller.

(d) STORAGE TANKS. Except as used in the normal course of
the Seller's business and in compliance with Environmental Laws, to the
knowledge of the Seller, no storage tanks (whether above the ground or
underground) are located on or under any real properties currently or
previously owned by the Seller, or with respect to any real property leased by
the Seller as a lessee, have been located on such real property during the
period when the Seller was

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the lessee of such real property, where the same could have a material adverse
effect on the business, financial condition or prospects of the Seller .

(e) PLUMBING OR SEPTIC TANKS. Except as used in the
normal course of the Seller's business and in compliance with Environmental
Laws, the Seller is not disposing of, and has not in the past disposed of, any
Hazardous Materials into the plumbing or septic tank on property which the
Seller owns or leases or which the Seller has owned or leased where the same
could have a material adverse effect on the business, financial condition or
prospects of the Seller.

(f) ENVIRONMENTAL LAWS. The Seller is and has been
operating in compliance with all applicable Environmental Laws where the
failure so to comply could have a material adverse effect on the business,
financial condition or prospects of the Seller.

(g) LEGAL PROCEEDINGS AND INVESTIGATIONS. To the
knowledge of the Seller, no investigation, administrative order or notice,
consent order and agreement, litigation, settlement or environmental claim or
lien with respect to Hazardous Materials is proposed, threatened or in
existence with respect to any real properties now or previously owned or leased
by the Seller, or with respect to any off-site waste disposal to which waste of
the Seller has been taken. The Seller has not received any summons, citation or
written notice from any Person whomsoever concerning any violation or alleged
violation of Environmental Laws or the unpermitted or illegal storage, dumping
or discharge of any Hazardous Materials arising out of or with respect to any
real properties now or previously owned or leased by the Seller or the
operations of its business.

5.20 LABOR RELATIONS.

The Seller is not a party to or bound by any collective
bargaining agreement. No allegation, charge or complaint of unfair labor
practices or similar charge has been made to the National Labor Relations Board
or to the knowledge of the Seller, threatened against the Seller.

5.21 EMPLOYEE BENEFIT PLANS.

Each Welfare Plan and Pension Plan that the Seller maintains or
contributes to, or has maintained or contributed to during the past five years,
is listed and described on Schedule 5.21. The Pension Plans that are intended
to qualify under Section 401(a) of the Code are referred to on Schedule 5.21 as
"Qualified Plans."

(a) ERISA AND CODE COMPLIANCE. Each Benefit Plan has met the
applicable requirements of, and is and has been at all times administered in
all material respects in compliance with, the requirements of ERISA and the
Code. All Tax Returns, information returns, and reports required to be filed
with respect to each Benefit Plan pursuant to ERISA or

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the Code have been accurately, timely, and properly filed. All notices,
statements, reports and other disclosure required to be given or made to
participants and beneficiaries under each Benefit Plan pursuant to ERISA or the
Code have been accurately, timely, and properly given or made.

(b) PLAN LIABILITIES. The Seller does not have, or expect to
have, any liability, directly or indirectly, for any "accumulated funding
deficiency" (as such term is defined in ERISA or the Code), with respect to
any Qualified Plan or any other employee pension benefit plan. The Seller has
no liability for any post-retirement medical or life insurance benefits, except
pursuant to the COBRA Requirements. The Seller has no obligation to contribute
to a "welfare benefit fund" within the meaning of Section 419(e) of the Code.

(c) PROHIBITED TRANSACTIONS. No Person has engaged in any
transaction with respect to any Benefit Plan that is prohibited under ERISA or
the Code nor have there been any breaches of fiduciary duty under ERISA that
could subject the Seller, any employee or member of the Board of Directors, or
any Person indemnified by the Seller to any material liability, including
liability for any civil penalty under ERISA or the Code.

(d) PBGC LIABILITY. The Seller has no, nor expects to have any,
liability, directly or indirectly, to the Pension Benefit Guaranty Corporation
with respect to any employee pension benefit plan.

(e) MULTI EMPLOYER PLANS. The Seller has not contributed and has
no obligation to contribute to any "Multi Employer Plan", as such term is
defined in ERISA.

(f) CLAIMS. Except for routine claims for benefits arising in the
ordinary course of the administration of the Benefit Plans, there are no
pending or threatened claims, investigations, or audits for benefits under a
Benefit Plan or of violations of the requirements of ERISA or the Code, nor is
there any reasonable basis for any such claim, investigation, or audit.

(g) PAYMENTS MADE. All (i) insurance premiums required with
respect to, (ii) benefits, expenses, and other amounts due and payable under,
and (iii) contributions, transfers, or payments required to be made to or with
respect to, any Benefit Plan have been paid, made or accrued.

(h) NON-ACCELERATION. The execution and performance of this
Agreement or the Related Documents will not (i) constitute a stated triggering
event under any Benefit Plan that will result in any payment (whether of
severance pay or otherwise) becoming due from the Seller to any officer,
employee or former employee (or dependents of such employee), or (ii)
accelerate the time of payment or vesting, or increase the amount of
compensation due to any employee, officer or director of the Seller.

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5.22 CUSTOMERS.

The Seller has not been advised that any of its customers intend to
cease doing business with the Seller or reduce the amount of goods or services
purchased on a regular on-going basis from the Seller, which cessation or
reduction in the aggregate could have a material adverse effect on the Seller's
financial or business condition.

5.23 REGISTRATION RIGHTS.

Except as set forth on Schedule 5.23 or in the Related Documents, the
Seller is not under any obligation to register any of its presently outstanding
securities or any of its Capital Stock.

5.24 DISTRIBUTIONS.

Except as set forth on Schedule 5.24, there has been no declaration or
payment by the Seller of dividends, or any distribution by the Seller of any
assets of any kind to any of its shareholders in redemption of or as the
purchase price for any of the Seller's Capital Stock.

5.25 SECURITIES ACT.

Subject to the accuracy of Purchaser's representations in Section 6,
the offer, sale, and issuance of the Securities in conformity with the terms of
this Agreement and the Warrant, constitute or will constitute transactions
exempt from the registration requirements of the federal and state securities
laws.

5.26 FULL DISCLOSURE.

To the knowledge of the Seller, the Financial Statements and documents
provided to the Purchaser and the representations and warranties of the Seller
contained in this Agreement, and the Related Documents taken as a whole, do not
contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements contained herein or therein, in
light of the circumstances under which they were made, not misleading.

SECTION 6 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

The representations and warranties of the Purchaser set forth in this
Section 6 shall survive the purchase and sale of the Note and Warrant, and any
investigation made by the Seller shall not diminish the right of the Seller to
rely upon such representations and warranties. The Purchaser represents and
warrants to the Seller as follows.

6.1 ORGANIZATION. The Purchaser represents and warrants that it
is a limited liability company duly organized and validly existing under the
laws of the state of its formation and the

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execution, delivery and performance by the Purchaser of this Agreement, each of
the Related Documents to which it is a party and of any instrument or agreement
required by this Agreement and the Related Documents to which it is a party are
within its powers, have been duly authorized, and are not in conflict with the
terms of any provision of its partnership agreement or other organizational
documents.

6.2 NO CONFLICTS. The execution, delivery and performance of this
Agreement, the Related Documents and any other instrument or agreement required
by this Agreement to which the Purchaser is a party have been duly authorized
by all requisite action on the part of the Purchaser and are not in conflict
with any law or any material indenture, agreement or undertaking to which the
Purchaser is a party or by which the Purchaser is bound or affected.

6.3 ENFORCEABILITY. This Agreement is a legal, valid and binding
agreement of the Purchaser, enforceable against the Purchaser in accordance
with its terms and the Related Documents and any other instrument or agreement
required under this Agreement, when executed or delivered by the Purchaser,
will be legal, valid, binding and enforceable in accordance with their
respective terms, subject to (a) laws of general application relating to
bankruptcy, insolvency, and the relief of debtors, (b) rules of law governing
specific performance, injunctive relief, or other equitable remedies, and (c)
the extent that the indemnification provisions in Section 12 may be limited by
principles of public policy.

6.4 AUTHORIZATION AND CONSENTS. No approval, consent, compliance,
exemption, authorization or other action by, or notice to, or filing with, any
governmental authority or any other Person pursuant to Applicable Law, and no
lapse of the waiting period under the Applicable Law, is necessary or required
in connection with the execution, delivery and performance by the Purchaser or
enforcement against the Purchaser of this Agreement and the Related Documents
to which the Purchaser is a party or the transactions contemplated hereby or
thereby.

6.5 EXPERIENCE. The Purchaser is an accredited investor within
the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act
and has substantial experience in evaluating and investing in securities of
companies similar to the Seller and has made investments of securities other
than those of the Seller. The Purchaser acknowledges that by reason of its
business or financial experience and financial condition, it has the ability to
analyze and bear the entire risk of its investment pursuant to this Agreement,
the Note and the Warrant.

6.6 INVESTMENT INTENT. The Purchaser is acquiring the Note and
the Warrant for investment for its own account, not as a nominee or agent and
not with a view to, or for resale in connection with, any distribution thereof.
The Purchaser may sell a beneficial interest (but not of record) in the Note
and a proportionate share of the Warrant Shares to Accredited Investors. The
Purchaser understands that the issuance and sale of the Securities purchased by
it hereunder (and

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the issuance of Warrant Shares upon the exercise of the Warrant) have not been,
and will not be, subject to a registration statement filed under the Securities
Act or any applicable state securities law by reason of a specific exemption
from the registration provisions of the Securities Act and such state
securities laws, which exemption depends upon, among other things, the bona
fide nature of the investment intent and the accuracy of the Purchaser's
representation as expressed herein.

6.7 RULE 144. The Purchaser acknowledges that the securities
which are or could be acquired hereunder are restricted securities within the
meaning of Rule 144 promulgated under the Securities Act and must be held
indefinitely unless subsequently registered under the Securities Act and
applicable state securities laws or unless an exemption from such registration
is available. The Purchaser is aware of the provisions of Rule 144 promulgated
under the Securities Act which permits the limited resale of securities
purchased in a private placement subject to the satisfaction of certain
conditions.

6.8 KNOWLEDGE OF PURCHASER. The Purchaser is aware of and has
investigated the Seller's business, management and financial condition, has had
the opportunity to inspect the Seller's facilities and meet with the Seller's
management and has had access to such other information about the Seller as the
Purchaser has deemed necessary and desirable to reach an informed and
knowledgeable decision to acquire the Securities to be purchased by it
hereunder. The purchase of such Securities is not a result of an advertisement
of an offering in connection with the sale of such Securities.

SECTION 7 FINANCIAL REPORTING.

The obligations and covenants of the Seller set forth in this Section 7
shall terminate upon the later to occur of (i) payment in full of the Note, or
(ii) the Purchaser no longer holds Warrant Shares.

7.1 FINANCIAL AND CORPORATE REPORTS.

The Seller shall deliver, or shall cause to be delivered, to the
Purchaser the following financial and corporate reports within the applicable
time periods specified in this Section.

(a) Annual Financial Statements. The Annual Financial Statements
shall be delivered within ninety (90) days after the end of each Fiscal Year,
and shall be accompanied by the applicable Audit Report, Accountant's
Statement, CFO Certificate and Compliance Certificate.

(b) Quarterly Financial Statements. The Quarterly Financial
Statements shall be delivered within forty-five (45) days after the end of
each Quarter (other than the fourth Quarter) of each Fiscal Year, and shall be
accompanied by the applicable CFO Certificate and Compliance Certificate.

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(c) Monthly Financial Statements. The Monthly Financial
Statements shall be delivered promptly upon their dissemination to management
of the Seller, but in no event later than 30 days after the end of each
calendar month.

(d) Projected Financial Statements. The projected Financial
Statements with respect to each succeeding Fiscal Year shall be delivered
within ninety (90) days after the end of the preceding Fiscal Year.

(e) Securities Reports. Any Securities Reports shall be delivered
promptly upon their delivery to security holders or the SEC.

(f) Lender Reports. Any Lender Reports shall be delivered
promptly upon their delivery to any lender or note holder.

(g) Management Letters. Any Management Letters shall be delivered
promptly after receipt thereof.

7.2 OTHER INFORMATION.

Promptly upon reasonable written request therefor, the Seller shall
furnish (or cause to be furnished) to the Purchaser other financial or other
information (including Minutes) with respect to the Seller available in the
books, records and files of the Seller; provided, however, that if such
information cannot be furnished without undue expense, the Seller may require
the Purchaser to reimburse it for all reasonable out-of-pocket expenses
incurred in connection with furnishing such information.

7.3 RULE 144A.

The Seller shall, upon the reasonable written request of the Purchaser,
furnish to any qualified institutional buyer (as such term is defined in Rule
144A under the Securities Act) designated by the Purchaser, such financial or
other information as the Purchaser reasonably determines is necessary in order
to afford compliance with the applicable information requirements under Rule
144A under the Securities Act in connection with any proposed sale of the
Securities except at such times as the Seller is subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act.

7.4 PREPARATION OF FINANCIAL STATEMENTS IN ACCORDANCE WITH GAAP.

The Seller shall maintain adequate books, accounts and records, and
prepare all Annual, Quarterly and Monthly Financial Statements in accordance
with GAAP applied in a manner consistent with the practices, policies and
procedures applied in connection with the preparation

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of the Financial Statements of the Seller initially delivered to the Purchaser,
except for any changes in such practices, policies and procedures permitted or
approved in the manner provided for in this Section.

7.5 CHANGES IN GAAP AND IN PRACTICES, POLICIES AND PROCEDURES.

(a) Notice of Proposed Change. In the event that the Seller
proposes to make any material change in any of the practices, policies or
procedures applied in connection with the preparation of its Annual or
Quarterly Financial Statements, the Seller shall:

(i) notify the Purchaser in writing of such proposed
change at least forty-five (45) days prior to the
required delivery date of the first Annual or
Quarterly Financial Statement that will be effected
by such proposed change;

(ii) state in reasonable detail in such notice the reason
for such change, including, if applicable, a
description of any change in GAAP that occasions such
change;

(iii) submit with such notice a written statement by the
chief financial officer of the Seller describing the
anticipated effect, if any, of the proposed change to
the computation of the Financial Tests, or stating
that in his opinion such proposed change will have no
material effect on the computation of such Financial
Tests; and

(iv) in the event such proposed change will have a
material effect on the computation of such Financial
Tests, submit with each Compliance Certificate a
written reconciliation in reasonable detail
demonstrating the computation of the Financial Tests
as if such change had not been made.

(b) Consent to Change. Unless such change in practices, policies
or procedures is required by a change in GAAP, the Seller shall not adopt any
such proposed change without the written consent of the Purchaser, which
consent shall not be unreasonably withheld by the Purchaser.

(c) Effect of Change on Financial Tests. In the event that any
such change in policies, practice or procedures would materially affect the
computation of any Financial Test, and unless this Agreement is amended to make
appropriate modifications to such Financial Test, compliance with all such
Financial Test shall be determined on a proforma basis without giving effect to
any such change.

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7.6 NOTICE OF CERTAIN EVENTS.

The Seller shall give prompt written notice to the Purchaser of the
occurrence of any of the following events:

(a) a Default or Event of Default;

(b) the occurrence of any event which with notice, lapse of time
or both would constitute an event of default under any Senior Indebtedness;

(d) any substantial dispute which may exist between the Seller and
any governmental regulatory body or law enforcement authority;

(e) Any other matter which has resulted or is likely to result in
a material adverse change in the Seller's financial condition or operations;

(f) the entering into any agreement or letter of intent with
respect to any Put Trigger Event; and

(g) the occurrence of any Put Trigger Event.

7.7 BOOKS, RECORDS, AUDITS AND INSPECTIONS.

The Seller shall permit employees or agents of the Purchaser upon
reasonable advance notice and at reasonable times and in a manner that does not
disrupt the Seller's business operations, to inspect Seller's properties, and
to examine or audit the Seller's books, accounts and records and make copies
and memoranda thereof. In the event any properties, books, accounts or records
are in the possession of or under the control of a third party, the Seller
shall direct (and hereby authorizes) such third party to permit access, upon
reasonable advance notice and at reasonable times, to the Purchaser's employees
or agents for the purpose of performing the inspections, appraisals,
examinations or audits permitted under this Section, and to respond to any
reasonable requests from the Purchaser for information concerning the amount,
status or condition of any assets in a third party's possession or control.

7.8 LATE DELIVERY OF ACCOUNTING STATEMENTS.

In the event that Seller fails to deliver to Purchaser any Financial
Report required to be delivered pursuant to clause (a), (b), (c) or (d) of
Section 7.1 within ten Business Days after the required delivery date, the
Purchaser may, in the exercise of its discretion, by Notice to the Seller,
assess a late delivery fee of $1,000 with respect to each such late delivery
plus $100 per

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Business Day from the date of such Notice continuing until such Financial
Report has been delivered; provided, however, that the maximum assessment with
respect to the delivery of any one Financial Report shall be $2,500. The
Seller shall pay any such assessment upon demand. The assessment of any such
late delivery fee shall not constitute a waiver of the associated Default.

SECTION 8 AFFIRMATIVE COVENANTS.

Until the later to occur of (i) repayment of the Note or (ii) expiration
of the Warrant, the Seller shall, unless the Purchaser waives compliance
therewith in writing:

8.1 INSURANCE. Insure and maintain insurance upon all of its
assets and business properties and public and product liability insurance with
responsible and reputable insurers of such character and in such amounts as are
usually maintained by companies engaged in like business.

8.2 PAYMENT OF TAXES AND CLAIMS. Pay all Taxes, assessments and
other governmental charges imposed upon its properties or assets or in respect
of its franchises, business, income or profits before any material penalty or
interest accrues thereon, and all claims (including, without limitation, claims
for labor, services, materials and supplies) for sums which have become due and
payable and which by law have or might become due and payable or become a lien
or charge upon its properties or assets, provided that (unless any material
item of property would be lost, forfeited or materially damaged as a result
thereof) no such charge, Tax, assessment or claim need be paid if the amount,
applicability or validity thereof is currently being contested in good faith
and if such reserve or other appropriate provision, if any, as shall be
required by GAAP shall have been made therefor.

8.3 COMPLIANCE WITH LAWS. Comply in all material respects with
all applicable statutes, laws, ordinances and governmental rules, regulations
and orders including, but not limited to, all Environmental Laws, to which it
is subject or which are applicable to its business, properties and assets if
noncompliance therewith would materially adversely affect such business.

8.4 PRESERVATION OF EXISTENCE AND LICENSES. Preserve and
maintain its corporate existence and its rights, franchises and privileges in
the jurisdiction of its incorporation and qualify and remain qualified as a
foreign corporation in each jurisdiction in which the failure to do so would
have a material adverse affect on the Seller's financial condition or
operations; and obtain, preserve and maintain all material permits and licenses
necessary for the conduct of its business.

8.5 MAINTENANCE OF ASSETS. Maintain its tangible assets in good
condition and repair in accordance with the requirements of its business and
shall not permit any action or omission

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which might materially impair the value thereof, normal wear and tear excepted;
provided, however, that the Seller may discard or sell assets no longer used in
its business operations; maintain all material items of its Intellectual
Property and its rights to use and exploit or license such Intellectual
Property, and defend all interferences or infringements therewith.

8.6 PERFORMANCE OF CONTRACTS. Perform and comply with, in
accordance with its terms, all material provisions of each and every material
contract, agreement or instrument now or hereafter binding upon it, except to
the extent it may contest the provisions thereof in good faith and by proper
proceedings.

8.7 EMPLOYEE BENEFIT PLANS.

(a) ERISA AND CODE COMPLIANCE. The Seller will cause each of its
Benefit Plans to be administered in all material respects in compliance with
the requirements of ERISA and the Code except where failure to do so could not
reasonably be expected to have a material adverse effect on the Seller's
business or financial condition. The Seller will cause all Tax Returns,
information returns, and reports required to be filed with respect to each of
its Benefit Plans be to accurately, timely, and properly filed as required
under ERISA or the Code except where failure to do so could not reasonably be
expected to have a material adverse effect on the Seller's business or
financial condition.

(b) CREATION AND TERMINATION. The Seller will not create, enter
into or provide any or make any direct or indirect commitment to create, enter
into or provide any Benefit Plan (other than those identified on Schedule 5.21)
or terminate or materially amend any of such plans without the consent of the
Purchaser, which consent shall not be unreasonably withheld; provided that the
Purchaser may, in the sole exercise of its discretion, withhold its consent to
the creation of any Multi Employer Plan or any defined benefit plan as defined
in Section 414 of the Code or any Deferred Plan that provides for payments or
distributions prior to the payment in full of the Note.

(c) LIABILITIES AND OBLIGATIONS. The Seller shall not incur any
material liability, directly or indirectly, for any "accumulated funding
deficiency" (as defined in ERISA or the Code), whether or not waived, or incur
any liability for any post-retirement medical or life insurance benefits,
except pursuant to the COBRA Requirements. The Seller shall not incur any
obligation to contribute to any "welfare benefit fund" within the meaning of
Section 419(e) of the Code.

(d) PROHIBITED TRANSACTION. The Seller shall not permit any
Person under its control to engage in any transaction with respect to any
Benefit Plan that could subject the Seller, or any Person indemnified by the
Seller to any material liability for any civil penalty under the Code.

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(e) PBGC LIABILITY. The Seller shall not incur any material
liability, directly or indirectly, to the Pension Benefit Guaranty Corporation,
with respect to any of its Benefit Plans.

SECTION 9 NEGATIVE COVENANTS.

Until the later to occur of (i) repayment of the Note or (ii) the
expiration of the Warrant, the Seller shall not, unless the prior written
consent of the Purchaser is obtained:

9.1 OTHER INDEBTEDNESS. Create or incur, contract, assume, have
outstanding, guarantee or otherwise be or become directly or indirectly liable
in respect of any Indebtedness; provided, however, that this Section shall not
be deemed to prohibit:

(a) Senior Indebtedness;

(b) Lease financing or purchase money financing for equipment or
other property which is secured by the equipment or property so leased or
purchased; and

9.2 PREPAYMENTS. Pay any Indebtedness prior to its scheduled
maturity or scheduled payment date other than the Note or Senior Indebtedness.

9.3 LIENS. Grant, create, incur, assume, permit or suffer to
exist any Lien upon any of its properties or assets, whether now owned or
hereafter acquired, except, to the extent not otherwise prohibited hereunder:

(a) Liens incidental to the conduct of its business or the
ownership of its property and assets which do not secure Indebtedness and which
do not in the aggregate materially detract from the value of its property or
assets or materially impair the use thereof in the operation of its business;
and

(b) Permitted Liens.

9.4 LEASES. Enter into or permit to remain in effect any
operating lease as lessee, other than operating leases entered into in the
ordinary course of the Seller's business.

9.5 LOANS, ADVANCES AND INVESTMENTS. Make any Investment or
otherwise acquire any interest in, or control of, another Person, except for
the following:

(a) Cash Equivalents;

(b) Any acquisition of securities or evidences of indebtedness of
others when acquired by the Seller in settlement of accounts receivable or
other debts arising in the ordinary

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course of its business, so long as the aggregate amount of any such securities
or evidences of indebtedness is not material to the business or condition
(financial or otherwise) of the Seller;

(d) Investments not exceeding $100,000 per Investment and
$1,000,000 in the aggregate.

9.6 NO ACQUISITIONS OR MERGERS. Acquire all or substantially all
of the assets of any Person or enter into a merger or consolidation with or
into any Person wherein the Seller is not the surviving entity or wherein a
Change of Control of the Seller occurs.

9.7 SUBSIDIARIES. The Seller shall not have any Subsidiaries
except as set forth on Schedule 5.3.

9.8 SALES AND LEASEBACKS. Dispose of any of its assets except for
full, fair and reasonable consideration or enter into any sale and leaseback
agreement covering any of its fixed or capital assets.

9.9 RESTRICTIONS ON DIVIDENDS. Directly or indirectly declare or
make, or incur any liability to make any Dividend.

9.10 TRANSFERS, LIQUIDATIONS AND DISPOSITIONS OF SUBSTANTIAL
ASSETS. Dissolve or liquidate or sell, transfer, lease or otherwise dispose of
any material portion of its property or assets or business, other than in the
ordinary course of business.

9.11 CAPITAL STOCK; REGISTRATION RIGHTS. The Seller shall not
grant any registration rights with regard to the Seller's Capital Stock other
than registration rights in effect on the date hereof or take action which
would materially adversely affect the Purchaser's ownership interest in the
Seller.

9.12 RESTRICTED PAYMENTS. Make, pay or declare, or commit to make,
pay or declare, any Restricted Payment without the prior written consent of the
Purchaser, provided, however, Seller may make Restricted Payments that are less
than $100,000 which do not exceed, in the aggregate, $1,000,000.

9.13 BUSINESS ACTIVITIES. Engage in any business activities or
operations substantially different from or unrelated to the Business.

9.14 TRANSACTIONS WITH AFFILIATES. Enter into any transaction,
including without limitation, the purchase, sale or exchange of property or the
rendering of any services, with any

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Affiliate or any partner, officer or director thereof, enter into, assume or
suffer to exist any employment or consulting contract with any Affiliate or any
partner, officer or director thereof or any former or current officer or
director of the Seller, except any transaction or contract which is in the
ordinary course of the Seller's business and which is upon fair and reasonable
terms no less favorable to the Seller than it would obtain in a comparable
arms-length transaction with a Person not an Affiliate.

9.15 SENIOR LOANS. Amend or modify the Senior Loan Agreement or
any other senior credit document in any manner that is materially adverse to
the Purchaser or that would violate any provision of the Intercreditor
Agreement.

SECTION 10 FINANCIAL TESTS.

Until payment in full of the Note and the performance by the Seller of
all its obligations hereunder, the Seller shall, unless the Purchaser waives
compliance therewith in writing, meet the following Financial Tests.

10.1 MINIMUM DEBT SERVICE COVERAGE. The Seller shall maintain,
determined as of the end of each Fiscal Quarter, a Debt Service Coverage Ratio
of at least 1:00 to 1:00.

10.2 MAXIMUM LEVERAGE. The Seller shall maintain, determined as of
the end of each Fiscal Quarter, a ratio of Total Debt to EBITDA of no greater
than 3:50 to 1:00.

10.3 ADJUSTED TANGIBLE NET WORTH. The Seller shall maintain
Adjusted Tangible Net Worth of at least $2,500,000 from the date of closing
through March 31, 1999, plus 50% of net income, determined as of the end of
each Fiscal Quarter.

SECTION 11 EVENTS OF DEFAULT.

The Events of Default are stated in the form of the Note which is
attached as Exhibit B.

SECTION 12 INDEMNIFICATION BY THE SELLER

12.1 INDEMNIFICATION. The Seller shall indemnify and hold the
Purchaser harmless from and against any and all Indemnified Losses related to,
caused by or arising from any misrepresentation, breach of warranty or failure
to fulfill any covenant or agreement contained herein, except to the extent
that any such loss, damage, expense, suit, action, claim, liability or
obligation arises from the Purchaser's gross negligence or willful misconduct,
and provided that in no event shall this Section 12 be construed to require the
Seller to indemnify the Purchaser with respect to any litigation or dispute
between the parties to the extent that the same is ultimately resolved in favor
of the Seller.

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12.2 PROCEDURES FOR INDEMNIFIED LOSSES. In order to claim
Indemnified Losses under this Section:

(a) Purchaser shall give written Notice to the Seller of any
claimed Indemnified Losses, which Notice shall set forth a reasonably detailed
statement of the Indemnified Losses, including the cost, expense, loss, damage
and liability Purchaser has incurred and expects to incur by reason thereof.

(b) Such Indemnified Loss shall be effected on the last to occur
of (i) the expiration of 30 days from the date of such Notice (the "Notice of
Contest Period"); (ii) if such claim is contested as hereinafter provided, the
date the dispute is resolved in accordance with this Section, or (iii) the date
such claim becomes liquidated in amount.

(c) If, prior to the expiration of the Notice of Contest Period,
the Seller notifies Purchaser in writing of the Seller's intention to dispute
the claim for Indemnified Losses, and if such dispute is not resolved with 30
days after the expiration of such Notice of Contest Period ("Resolution
Period"), then the matter may be submitted by Purchaser and the Seller to a
Person recognized in the field of alternate dispute resolution agreed upon by
the Parties ("Mediator") within 10 days after the expiration of the Resolution
Period. The Mediator shall be requested to recommend to the Parties in writing
a procedure for non-binding mediation ("Mediation") to resolve such dispute.
The Parties shall cooperate and diligently pursue resolution through Mediation
within 45 days after the Mediator has been agreed upon. If the dispute cannot
be resolved within such period as the Mediator deems reasonable, the Mediator
shall, upon the request of Purchaser or the Seller, certify to the Parties that
the dispute is incapable of resolution through the Mediation process. The
expenses of such Mediation (excluding expenses incurred solely by Purchaser or
the Seller in such Mediation, which shall be borne by the party incurring such
expenses) shall be borne 50% by Purchaser and 50% by the Seller. Since the
Mediation is conducted for the purpose of settling the dispute, all proposals
and settlement offers shall be inadmissible for any purpose (including
arbitration) by virtue of Rule 408 of the Federal Rules of Evidence and the
principles expressed in such rule.

(d) If Purchaser and the Seller are unable to agree upon a
Mediator within 10 days after the Resolution Period or the Mediator certifies
to the Parties that the dispute is incapable of resolution through the
Mediation process, then such dispute shall be resolved by a committee of three
arbitrators (one appointed by the Seller, one appointed by Purchaser and one
appointed by the other two so appointed), who shall be appointed within 60 days
after such inability to agree or such certification by the Mediator. The
arbitrators shall be located in, and the arbitration shall take place, in
Columbus, Ohio in accordance with the rules of the American Arbitration
Association and their decision shall be final and binding on the Seller and
Purchaser. The expenses of such arbitration (excluding expenses incurred
solely by Purchaser or the Seller in bringing or defending such proceeding,
which shall be borne by the party incurring such expenses) shall be borne
one-half by Purchaser and one-half by the Seller. The Parties shall

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cooperate and diligently pursue the arbitration of such claim for offset in
order for a decision to be made by the arbitrators within 45 days after their
appointment.

SECTION 13 MISCELLANEOUS.

13.1 RELATED DOCUMENTS.

(a) "Related Documents" include the executed, delivered and filed,
as appropriate:

(i) Note;

(ii) Warrant Certificate;

(iii) Option Agreement;

(iv) Registration Rights Agreement;

(v) Co-Sale Agreement; and

(vi) Preemptive Rights Agreement;

together with each other agreement or document, whether executed before, after
or on the date of this Agreement, which expressly states that it is a "Related
Document subject to the terms and conditions of [this Agreement]."

(b) To the extent applicable, the definitions set forth in this
Agreement or the Glossary of Defined Terms are incorporated by referenced in
each Related Document and each term specifically defined in this Agreement
shall have the same definition in each Related Document, unless the context
clearly provides otherwise.

(c) The miscellaneous provisions set forth in this Section 12 are
incorporated by reference in and shall be applicable to each of the Related
Documents.

13.2 AMENDMENT, MODIFICATION OR RESTATEMENT.

(a) The Parties may, by mutual agreement, amend, modify or restate
any provision or the entirety of this Agreement or any Related Document at any
time; provided, that each such amendment, modification or restatement shall:

(i) be in writing;

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(ii) refer specifically to this Agreement and (if
applicable) the Related Document(s) to be amended,
modified or restated;

(iii) state specifically that it is an amendment,
modification or restatement of this Agreement or such
Related Documents (as applicable), any such amendment
or modification shall be described as "Amendment No.
___" to this Agreement or any Related Document (as
applicable), and any such restatement shall be
designated as "Restatement No. ____" to this
Agreement or any Related Document (as applicable);
and

(iv) be executed and delivered by each Party and (if
applicable) each other Person that was a party to or
signed any Related Document to be amended, modified
or restated.

(b) Unless otherwise specified in such a written amendment,
modification or restatement:

(i) the amended or modified provisions of this Agreement
or (if applicable) any Related Document shall be
effective as of the date of such amendment;

(ii) such amendment, modification or restatement shall not
be deemed to constitute a waiver of any Default that
has occurred and is continuing as of the effective
date thereof;

(iii) except to the extent modified thereby, the Seller
shall be deemed to have reconfirmed each of the
Representations and Warranties as of the effective
date of such amendment, modification or restatement;

(iv) all terms defined in this Agreement shall have the
same definition in such amendment, modification or
restatement;

(v) such amendment, modification or restatement shall be
deemed to be a Related Document and the provisions of
this Section shall be applicable to such amendment,
modification or restatement; and

(vi) this Agreement and each Related Document shall be
deemed to remain in full force and effect, as so
amended, modified or restated.

(c) Unless otherwise specified in such amendment, modification or
restatement of any Note, including any change in the maturity date, interest
rate or payment terms shall for all purposes be deemed to be a novation
thereof.

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(d) At any time after the execution and delivery of any amendment
or modification of this Agreement or any Related Document adopted pursuant to
this Section, the Purchaser may, in the exercise of its discretion, cause this
Agreement or any Related Document to be restated in its entirety to reflect
such amendment or modification adopted by furnishing a copy of such restatement
to each Party and (if applicable) each other party to such Related Document.
Each such party shall promptly acknowledge such restatement. Any such
restatement shall refer to the amendments or modifications being incorporated
therein, and shall be designated as "Restatement No. ___" to this Agreement or
any Related Documents (as applicable).

(e) The Purchaser may, in its sole discretion, condition its
agreement to any amendment, modification or restatement of this Agreement or
any other Related Document upon the payment of money, the granting of security,
providing additional guarantees or other acts or concessions by any other
Party.

(f) The Seller shall reimburse the Purchaser for its reasonable
legal fees and expenses (including the fees and expenses of the BOCC Legal
Department) in connection with the preparation and review of any such
amendment, modification or restatement.

13.3 WAIVER OF COMPLIANCE.

(a) The Parties may, by mutual agreement, waive compliance by any
Party or any other Person bound by any Related Document with any provision of
this Agreement or any other Related Document or waive any Default or Event of
Default; provided that each such waiver shall:

(i) be in writing;

(ii) refer specifically to this Agreement and (if
applicable) the other Related Document(s) compliance
with the terms of which is to be waived; and

(iii) state specifically that it is a waiver of compliance
with specified provisions of this Agreement or such
other Related Documents (as applicable); and

(iv) be executed and delivered by each Party and (if
applicable) each other Person that is bound by the
provisions compliance with which is being waived.

(b) Each such waiver shall be effective only in the specific
instance and for the specific purpose for which it is given.

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(c) The Purchaser may, in its sole discretion, for any reason
whatsoever, refuse to agree to any such waiver or condition any such waiver
upon the payment of money, the granting of security, the providing of
guarantees or other acts or concessions by the Seller or any other Person.

(d) The Seller shall pay to the Purchaser a fee of $1,500 in lieu
of reimbursement for expenses incurred in connection with the preparation and
review of any such waiver.

13.4 CONSENT OR APPROVAL OF PURCHASER.

(a) Whenever this Agreement or any Related Document provides that
an action may be taken by the Seller or any other Person bound by any Related
Document with the "consent" or "approval" of the Purchaser or its agents, such
action shall not be taken unless such "consent" or "approval":

(i) is in writing signed by the Purchaser or its
designated agent;

(ii) refers specifically to this Agreement and (if
applicable) the Related Document which contains the
provision providing for such consent or approval; and

(iii) states specifically what action is being consented to
or approved, and sets forth any limitations or
conditions with respect thereto.

(b) Each such consent or approval shall be effective only in the
specific instance and for the specific purpose for which it is given.

(c) Unless this Agreement or the Related Document providing for
such consent or approval specifically provides that the Purchaser shall not
"unreasonably withhold" such consent or approval, the Purchaser or its
designated agents may, in its sole discretion and for any reason whatsoever,
refuse to grant any such consent or approval, or condition any such grant of
consent or approval upon the payment of money, the granting of security, the
providing of guarantees or other acts or concessions by the Seller or any other
Person.

(d) Where this Agreement or any Related Agreement provides that
the Purchaser shall not "unreasonably withhold" any consent or approval, any of
the following shall by way of example and not limitation, constitute an
appropriate reason to withhold such consent or approval:

(i) imposing material additional unreimbursed cost,
expense or liability upon the Purchaser or its
Affiliates;

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(ii) releasing any Person liable for any material
obligation under this Agreement or any Related
Document unless the Seller provides a substitute
obligor whose debt obligations are reasonably
acceptable to the Purchaser;

(iii) limiting in any material respect the practical
ability of the Purchaser to enforce any of its rights
or remedies under this Agreement or any Related
Document;

(iv) materially diminishing or potentially materially
diminishing the value of the Warrant Shares as
determinable for purposes of the Option Agreement;

(v) causing or potentially causing the Purchaser or its
Affiliates to breach in any material respect any
agreement by which it is bound or the terms of its
Charter Documents or to violate any Applicable Law;

(vi) subordinating or further subordination of any of the
rights or obligations of the Purchaser under this
Agreement or any Related Document to the rights and
obligations of any other Person, other than to Senior
Indebtedness to the extent of such subordination on
the Closing Date; or

(vii) reducing the Purchaser's percentage of the fully
diluted ownership of Common Shares.

(e) The Seller shall reimburse the Purchaser for any reasonable
fees or expenses (including the legal fees and expenses of the BOCC Legal
Department) incurred in connection with the review of the grant or denial of
any request for any such consent or approval.

13.5 FORBEARANCE.

(a) The Purchaser may, in the sole exercise of its discretion, for
any reason whatsoever and with or without Notice to the Seller, forbear from
(1) declaring an Event of Default under this Agreement or any Related Document,
or (2) exercising or enforcing any right or remedy under this Agreement or any
Related Document.

(b) Unless the Parties otherwise agree in writing, no such
forbearance shall be deemed to: (1) toll the passage of any time period, (2)
waive the Purchaser's right to declare such Event of Default or exercise or
enforce any such right or remedy at any time, (3) suspend the accrual of
Interest at the Stated or Default Rate (as applicable) or waive any Assessment
that would otherwise accrue or become due, (4) constitute a basis for laches or
estoppel with respect

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to any such declaration, exercise or enforcement, or (5) preclude the exercise
or enforcement of any other right or remedy or declaration of any other Event
of Default under this Agreement or any Related Document.

(c) The Purchaser may, in the sole exercise of its discretion,
condition the granting of any such forbearance upon the payment of money, the
granting of security, the providing of guarantees or other acts or concessions
by the Seller or any other Person.

(d) The Seller shall reimburse the Purchaser for any reasonable
fees or expenses (including the legal fees and expenses of the BOCC Legal
Department) incurred in connection with the review of the granting or denial of
any request for any such forbearance.

13.6 NO IMPLIED RIGHTS OR WAIVERS.

Except as otherwise expressly stated herein or in any Related
Document, no Notice to or demand on the Seller in any case shall entitle the
Seller to any other or further Notice or demand in the same, similar and other
circumstances. Neither any failure nor any delay on the part of the Purchaser
in exercising any right, power or privilege under this Agreement or any other
Related Document shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of the same or
the exercise of any other right, power or privilege.

13.7 EXPENSES.

(a) The Seller has paid to the Purchaser $30,000 as a
non-accountable due diligence expense allowance in for its out of pocket
expenses incurred in connection with its due diligence review and the
negotiation of the transactions contemplated by this Agreement.

(b) The Seller shall pay to the BOCC Legal Department, as counsel
for the Purchaser, a non-accountable fee of $10,000 in lieu of reimbursing the
Purchaser for legal fees and expenses incurred in connection with the
negotiation, preparation and closing of the Transactions.

(d) The Seller shall reimburse the Purchaser for all expenses
incurred by it in connection with the investigation and determination of an
Event of Default (assuming an Event of Default exists), the enforcement of this
Agreement, the Related Documents and the collection of all accounts due under
this Agreement and the Related Documents, including the reasonable fees and
expenses of the BOCC Legal Department or other legal counsel.

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13.8 SECTIONS, SUBSECTIONS, CLAUSES.

For convenience of reference in this Agreement and the Related
Documents: (i) "Sections" refer to the whole number subdivisions (for example,
Section 13 or Section 13) and reference to a Section includes all of the
Subsections thereof; (ii) "Subsections" refer to the decimal numbered
subdivisions of a Section (for example, Section 13.1 or Section 13.1) and
reference to a Subsection includes all of the Clauses thereof; (iii) "Clause"
refers to the lower-case lettered subdivisions of a Subsection (for example,
Section 13.1(a) or Section 13.1(a)); and (iv) "Items" refer to lower-cased
Roman numeral or upper-case lettered items within a Subsection or Clause.

13.9 ENTIRE AGREEMENT.

This Agreement and the Related Documents including the Exhibits or
Schedules hereto and thereto, constitutes the entire agreement relating to the
subject matter hereof among the Parties hereto and thereto. Each Party
acknowledges that no representation, inducement, promise or agreement has been
made, orally or otherwise, by any other Party, or anyone acting on behalf of
any other Party, unless such representation, inducement, promise or agreement
is embodied in this Agreement or the Related Documents expressly or by
incorporation.

13.10 SEVERABILITY.

If any provision of this Agreement or any Related Document is held to
be invalid, void or unenforceable for any reason, the remaining provisions of
this Agreement shall nevertheless continue in full force and effect; provided,
however, that nothing in this Section shall be construed to limit or waive any
breach of the representation with respect to the enforceability of this
Agreement set forth in Section 5. Any such determination of invalidity,
voidness or unenforceability which would, in the aggregate, materially reduce
the principal benefits of any breach or security provided by the Agreement or
any Related Document to the Purchaser or make the remedies generally afforded
thereby inadequate for the practical realization of such benefits or security
shall constitute an Event of Default.

13.11 THIRD PARTY BENEFICIARIES.

Except as otherwise expressly provided for herein or therein, the
obligations of each Party under this Agreement or any Related Documents shall
inure solely to the benefit of the other Parties, and no other Person shall be
a third party beneficiary of this Agreement or have any right to enforce or
benefit from any provisions of this Agreement or any Related Documents.

13.12 LEGAL REPRESENTATION.

Each of the Parties has been represented by independent legal counsel in
connection with the negotiation, drafting an execution of this Agreement and
the Related Documents, and each Party intends that the rights, duties, and
obligations of the Parties with respect to the subject matter of this Agreement
and the Related Documents shall be determined solely by reference to the
express terms of this Agreement and the Related Documents, and each Party
expressly waives to the fullest extent permitted by Applicable Law:

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(a) any claim that this Agreement or any Related Document
constitutes a contract of adhesion;

(b) the protection of any Applicable Law designed to protect
individual or consumers in credit transactions;

(d) any claim that this Agreement or any Related Document
constitutes a partnership, joint venture, trust or similar arrangement among
any of the Parties;

(e) any claim that this Agreement or any Related Document imposes
any fiduciary or agency duty upon the Purchaser or any of its agents; and

(f) any implied representation, warranty or covenant, including
representation, warranty or covenant of "good faith" or "fair dealing" by any
Party.

13.13 RULES OF CONSTRUCTION.

Unless otherwise specified, the following rules shall be applied in
construing the provisions of this Agreement and the Related Documents.

(a) All accounting terms not specifically defined herein shall be
construed in accordance with their respective definitions under GAAP.

(b) Terms that imply gender shall be construed to apply to all
genders.

(c) References to Sections, Schedules and Exhibits refer to the
numbered Sections of, the Schedules of and the Exhibits attached to this
Agreement or any Related Documents (as applicable).

(d) Headings to the various Sections of this Agreement or any
Related Documents (as applicable) are included solely for purposes of reference
and shall be ignored in construing the provisions of this Agreement or any
Related Documents (as applicable).

(e) The Exhibits, Schedules and Glossary of Defined Terms attached
to this Agreement or any Related Documents (as applicable) are incorporated
herein and in each Related Document by reference.

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(f) "Herein", "hereto", "hereof" and words of similar import refer
to this Agreement or any other Related Document (as applicable).

(g) The word "and" connotes "each and every", and the word "or"
connotes "any one or more".

(h) The word "including" connotes "including without limitation".

(i) When used in connection with a specific date or time, (A) the
word "from" connotes "from and including" such date or time (B) the word
"through" connotes "through and including" such date or time, (C) "before"
connotes "on or before such date or time", (D) "after" connotes "on or after
such date or time", (E) "next" day or Business Day (as applicable) connotes the
"first day or Business Day (as applicable) immediately succeeding" such date,
and (F) "prior" or "preceding" day or Business Day (as applicable) connotes the
"first day or Business Day (as applicable) immediately proceeding" such date.

(j) In counting a number of days or Business Days (A) "after" or
"following" a specific date, counting commences with the first day or Business
Day (as applicable) following such date and ends on and includes the last day
or Business Day (as applicable) counted, and (B) "before" or "prior to" a
specified date, counting commences with the first day or Business Day (as
applicable) preceding such date and ends on and includes the last day or
Business Day (as applicable) counted.

(k) Unless otherwise specified, all references to time refer to
Eastern Standard Time or Eastern Daylight Time (as in effect).

(l) Unless otherwise specified, an event or act is deemed to occur
on a specified day or Business Day only if it occurs before 4:00 p.m. on that
day or Business Day (as applicable) and, if it occurs after that time, is
deemed to occur on the next day or Business Day (as applicable).

(m) Any reference to any law or regulation refers to that law or
regulation as amended from time-to-time after the date of this Agreement or any
Related Documents (as applicable) and to the corresponding provision of any
successor law or regulation.

(n) Any reference to any agreement or other document in this
Agreement or any Related Documents (as applicable) refers to that agreement or
other document as amended from time-to-time after the date of this Agreement or
any Related Documents (as applicable).

(o) The recitals included in this Agreement or any Related
Documents (as applicable) are the mutual representations of the Parties and are
a part of this Agreement or any Related Documents (as applicable).

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(p) Unless otherwise specified, any reference to any Person shall
be construed, as applicable, to be a reference to that Person's successors,
assigns, heirs or estate or personal representative.

(q) Each of the Parties has been represented by independent legal
counsel in connection with the negotiation, drafting and execution of this
Agreement and Related Documents, and in construing this Agreement and the other
Related Documents. No consideration or evidentiary weight shall be given to:
(A) any prior draft or xxxx-up (including any marginal notes thereon) of this
Agreement or any other Related Document produced in the course of such
negotiation; (B) the identity of the Party (or its legal counsel) drafting or
proposing any provision of this Agreement or any Related Document; (C) any
summary or description of any term or provision proposed to be included in this
Agreement that was set forth in any term sheet, commitment letter or written
presentation produced prior to the date of this Agreement and the other Related
Documents; (D) perceived or alleged differences among the Parties with respect
to bargaining advantage, sophistication in financial affairs or access to
information.

13.14 NOTICE.

(a) Any Notice or other communication required or permitted to be
given or made under this Agreement or any Related Document (i) shall be in
writing, (ii) shall refer specifically to this Agreement or such Related
Document (as applicable), (iii) may be delivered by (A) hand delivery, (B)
First Class U.S. Mail (regular, certified, registered or expedited delivery),
(C) Federal Express, UPS Overnight, Airborne or other nationally recognized
delivery service, (D) fax, or (E) e-mail or other electronic transmission, and
(iv) shall be delivered or transmitted to the appropriate address as set forth
in Clause (b) below.

(b) Each Notice or other communication shall be delivered or
addressed to a Party at its address set forth below. A Party's address for
Notice may be changed from time-to-time only by Notice given to each of the
other Parties.

SELLER:

SCC Communications Corporation
0000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Telephone No. (000) 000-0000
Fax No. (000) 000-0000

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PURCHASER:

Banc One Capital Partners II, LLC
c/o Banc One Capital Corporation
000 Xxxx Xxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
Telephone No. (000) 000-0000
Fax No. (000) 000-0000

(c) Absent fraud or manifest error, a receipt signed by the
Addressee or authorized representative of the addressee, a certified or
registered mail receipt, a signed delivery service confirmation of delivery or
a fax or e-mail confirmation of transmission shall constitute proof of delivery
of a Notice. Any Notice actually received by the addressee shall constitute
delivery of such Notice notwithstanding the failure to comply with any
provisions of this Subsection.

(d) A Notice delivered by regular First Class U.S. Mail shall be
deemed to have been delivered on the third Business Day after its post-xxxx.
Any other Notice shall be deemed to have been received on the date and time of
the signed receipt or confirmation of delivery or transmission thereof, unless
that receipt or confirmation date and time is not a Business Day or is after
5:00 p.m. local time on a Business Day, in which case such Notice shall be
deemed to have been received on the next succeeding Business Day.

13.15 INTEREST AND PRESENT VALUE.

For the purpose of computing interest, discount or similar accruals
over a specified period of time, (A) quantities expressed as a percentage (%)
connote a "percentage rate per annum", (B) a year shall be deemed to consist of
360 days divided into 12 months consisting of 30 days each and four quarters
consisting of three months (90 days) each, and (C) unless otherwise specified,
unpaid accruals will compound on each Payment Date or at the end of each
accrual period (as applicable).

13.16 MANNER OF PAYMENTS.

All payments required or permitted to be made pursuant to this
Agreement or any Related Document shall (i) be paid only in United States
Dollars, (ii) by wire transfer of federal funds or by certified, official bank
or other check representing immediately available funds on the date and at the
place of receipt, and (iii) to be deemed to have been paid if received before
2:00 p.m. on a Business Day or, if received on a non-Business Day or after such
time on a Business Day, on the next Business Day.

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13.17 ASSIGNMENT.

(a) The Seller shall not, and shall not attempt or purport, to
assign or transfer to any Person or permit any other Person to assume or
undertake any of its rights, duties or obligations under this Agreement or any
of the Related Documents, without the prior written consent of the Purchaser,
which consent may be granted or waived in its sole discretion.

(b) The Purchaser may: (i) in the sole exercise of its discretion
(A) assign (with or without recourse) all (but not less than all) of its
rights, duties and obligations under this Agreement and the Related Document to
any Person which is a direct or indirect wholly owned subsidiary of BANC ONE
CORPORATION or whose sole general partner or sole managing member is a direct
or indirect wholly owned subsidiary of BANC ONE CORPORATION ("BOC Entities");
(B) sell or transfer all or any part of the Note or Warrant Shares to any BOC
Entity; (C) sell a participation in the Note to any BOC Entity, any partners or
members of the Purchaser or any Accredited Institutional Investor; or (D)
distribute all or any part of the Note or Warrant Shares to the partners or
members of the Purchaser as an in-kind distribution. The Purchaser shall not be
required to notify the Seller of any of the foregoing assignments,
participations or distributions; provided, however, that until the Seller
receives Notice of any such assignment, participation or distribution the
Seller shall be entitled to continue to treat the Purchaser as the sole owner
of the Note and Warrant Shares and the sole Purchaser to this Agreement and the
Related Documents; and (ii) (A) assign (with or without recourse) all (but not
less than all) of its rights, duties and obligations under this Agreement and
the Related Documents to any Accredited Institutional Investor, or (B) sell or
assign (with or without recourse) all or any part of the Note or Warrant Shares
to any other Person. The Purchaser shall give Notice to the Seller of any such
assignment, sale or transfer.

13.18 FURTHER ACTS AND DOCUMENTS.

Each of the Parties hereby agrees to execute and deliver such further
instruments and to do such further acts and things as may be necessary or
desirable to carry out the purposes of this Agreement.

13.19 CLOSING OF THE TRANSACTION.

(a) It is anticipated that the transactions contemplated by this
Agreement and the Related Documents may be closed and consummated by the
transmission of documents, signature pages of documents and funds by mail,
delivery service, fax or other electronic transmission.

(b) The Parties agree that for the purpose of facilitating any
such closing, legal counsel for each Party:

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(i) shall act as the agent for each of the Parties and for
that purpose shall receive and hold documents, signature
pages or documents and funds received by it from any
Party, subject to written or oral instructions from that
Party; and

(ii) may, in such capacity and in accordance with written or
oral instruction from such Party, date or complete other
blank items, in such documents, attach signature pages
or attachments to such documents, deliver such documents
or funds to other Parties or accept delivery of such
documents on behalf of any Parties.

(c) The Parties agree that the attachment of original or faxed
signature pages of any document by any such legal counsel acting in such
capacity and in accordance with such instructions, shall constitute the
execution and delivery of such documents by such Party.

(d) The Parties agree that any such closing shall, for all
purposes, be deemed to have occurred and this Agreement and the Related
Documents shall be deemed to have been simultaneously executed and delivered by
all Parties on the date designated by the Parties as the "Closing Date".

(e) As a condition of funding its purchase obligation at the
Closing, the Purchaser may require that the Seller acknowledge a list of items
to be completed or documents to be delivered post-closing (including the
originals of documents delivered at closing in photocopy or faxed form).
Unless otherwise specified on such list, all such items or documents shall be
completed or delivered within 20 days after the Closing Date. The Purchaser
may, in its discretion, impose an Assessment of $100 per day per item or
document which is not completed or delivered with such period.

13.20 FAXED SIGNATURES.

(a) By executing and delivering this Agreement (or any counterpart
hereof), each Party hereby irrevocably agrees that the faxed delivery of a
counterpart signature page of any Related Document or any amendment,
modification or restatement of this Agreement or any Related Documents to the
other Parties or their representatives shall for all purposes constitute such
Party's execution and delivery thereof.

(b) Any Party may agree by a written instrument executed and
delivered by it to the other Parties or their representatives that the faxed
delivery of a counterpart signature page of this Agreement to the other Parties
or their representatives constitutes the execution and delivery of this
Agreement for all purposes, including the purposes of clause (a) above.

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13.21 COUNTERPARTS.

This Agreement and any Related Document may be executed in multiple
counterparts or multiple signature pages, and it is not necessary for
effectiveness hereof or thereof that all Parties execute the same counterpart
or signature page. Each such counterpart or signature page shall be deemed to
be an original and all of such counterparts or signatures shall constitute one
and the same agreement or signature page.

13.22 CLOSING TRANSCRIPT.

(a) It is anticipated that the Purchaser (i) will cause this
Agreement, the Related Documents and other transaction documents (or copies
thereof), including documents delivered or completed post-closing, to be bound
and delivered to each of the Parties and their legal counsel, together with a
certification of the BOCC Legal Department that the documents contained therein
are either originally executed documents or photocopies thereof, which bound
document as so certified shall constitute a Closing Transcript, and (ii) may
cause one or more copies of the Closing Transcript to be made in electronic
medium and delivered in that medium to each of the Parties.

(b) When such Closing Transcripts (or copies in electronic medium
thereof) have been received and receipted for by each Party, absent fraud or
manifest error, (i) each such Closing Transcript shall be deemed for all
purposes to contain an original of this Agreement and each Related Document,
and (ii) no Party shall be required or compelled to provide any other original
document to prove the existence and the execution and delivery of such
documents contained in the Closing Transcript.

(c) The BOCC Legal Department will furnish to the Seller at no
additional cost two copies of the Closing Transcript. Additional copies of the
Closing Transcript will be furnished to the Seller upon written request to the
BOCC Legal Department, for $100 per copy plus shipping.

13.23 GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL APPLICABLE LAWS OF THE STATE OF OHIO AND ITS GOVERNMENTAL
AUTHORITIES, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES, EXCEPT TO THE
EXTENT THAT GOVERNANCE OF THE INTERNAL AFFAIRS OF THE PERSONS THAT ARE PARTIES
TO THIS AGREEMENT OR THE RELATED DOCUMENTS ARE GOVERNED BY THE LAWS OF THE
JURISDICTION OF THEIR RESPECTIVE INCORPORATIONS OR ORGANIZATIONS, AND SUCH
APPLICABLE LAWS ARE SUPERSEDED OR PREEMPTED BY THE APPLICABLE LAWS OF THE
UNITED STATES AND ITS GOVERNMENTAL AUTHORITIES.

13.24 WAIVER OF JURY TRIAL.

THE PARTIES, EACH AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO
CONSULT WITH LEGAL COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHT THEY MAY HAVE TO A

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TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT,
ANY RELATED DOCUMENT OR ANY RELATED INSTRUMENT OR AGREEMENT, OR ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, ANY RELATED DOCUMENT, OR ANY
COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OR
ANY OF THEM ("LITIGATION"). NO PARTY SHALL SEEK TO CONSOLIDATE, BY
COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED
WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR
RELINQUISHED BY ANY PARTY EXCEPT BY WRITTEN INSTRUMENT EXECUTED BY ALL PARTIES.

13.25 CONSENT TO JURISDICTION, VENUE AND SERVICE OF PROCESS.

THE PARTIES, EACH AFTER HAVING CONSULTED OR HAVING HAD THE OPPORTUNITY
TO CONSULT WITH LEGAL COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY:
(i) CONSENT TO THE JURISDICTION OF THE COMMON PLEAS COURT OF FRANKLIN COUNTY,
OHIO AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO,
EASTERN DIVISION WITH RESPECT TO ANY LITIGATION; (ii) WAIVE ANY OBJECTIONS TO
THE VENUE OF ANY LITIGATION IN EITHER SUCH COURT; (iii) AGREE NOT TO COMMENCE
ANY LITIGATION EXCEPT IN ONE OR THE OTHER OF SUCH COURTS AND AGREE NOT TO
CONTEST THE REMOVAL OF ANY LITIGATION COMMENCED IN ANY OTHER COURT TO ONE OR
THE OTHER OF SUCH COURTS; (iv) AGREE NOT TO SEEK TO REMOVE, BY CONSOLIDATION OR
OTHERWISE, ANY LITIGATION COMMENCED IN EITHER OF SUCH COURTS TO ANY OTHER
COURT; AND (v) WAIVE PERSONAL SERVICE OF PROCESS IN CONNECTION WITH ANY
LITIGATION AND CONSENTS TO SERVICE OF PROCESS BY REGISTERED OR CERTIFIED MAIL
IN ACCORDANCE WITH APPLICABLE LAW. THESE PROVISIONS SHALL NOT BE DEEMED TO
HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY ANY PARTY EXCEPT BY
WRITTEN INSTRUMENT EXECUTED BY ALL PARTIES.

The Parties have caused this Agreement to be executed and delivered
effective as of the date first written above.

SELLER: PURCHASER:

SCC COMMUNICATIONS CORP. BANC ONE CAPITAL PARTNERS II, LLC

By: /s/ XXXXX X. XXXXXXXX By: Banc One Capital Partners
------------------------- Holdings, Ltd., Manager
Name: XXXXX X. XXXXXXXX
----------------------- By /s/
Its: CHIEF FINANCIAL OFFICER ------------------------
------------------------
Its Authorized Signer

40
43

GLOSSARY OF DEFINED TERMS

Unless otherwise expressly provided for or unless the context
otherwise requires, the terms defined in this Glossary of Defined Terms are
used in the Purchase Agreement and the Related Documents. This Glossary of
Defined Terms is a part of and is incorporated by reference in the Purchase
Agreement and the Related Documents.

"Accelerated" (and correlative terms such as "Acceleration", "Accelerating" and
"Accelerated") means with respect to the Note that the entire unpaid Principal
Amount, together with all accrued but unpaid Interest and Assessments, become
immediately due and payable prior to the Maturity Date, without, except as
expressly provided for in the Note, notice of intent to accelerate, notice of
acceleration of maturity, presentment, demand, protest, notice of protest or
other notice of default or dishonor of any type whatsoever, all of which are
expressly waived by the Seller.

"Acceleration Event" means that payment of the Note has been Accelerated upon
the occurrence and continuation of an Event of Default.

"Acceleration Notice" is defined in the Note.

"Accredited Investor" means an "accredited investor," as that term is defined
under Rule 501(a) of Regulation D of the Securities Act.

"Accredited Institutional Investor" means a financial institution or other
business entity that is an "accredited investor" with the meaning of clauses
(1), (2), (3) or (7) of Rule 501(a) under Regulation D of the Securities
Exchange Act.

"Accountant" means the Seller's independent public accountant selected and
approved in the manner provided for in the Purchase Agreement.

"Accountant's Statement" means, with respect to each Annual Financial
Statement, a written statement of the Accountant stating in effect that in the
course of the Audit with respect to such Financial Statement, no Default has
come to their attention, or, if a Default has come to their attention, stating
the nature and period of existence of such Default.

"Accounting Periods" means the Fiscal Year, Quarter or Month, as applicable.

"Accounting Statements" means collectively, with respect to any Accounting
Period, statements of income, statements of cash flow and shareholders' equity
for such Accounting Period and a statement of financial condition as at the end
of such Accounting Period.
44
"ACM(s)" means asbestos containing materials.

"Additional Common Shares" means all Common Shares issued by the Seller after
the Closing Date (which is the Original Issue Date) other than the Warrant
Shares.

"Adjusted Tangible Net Worth" of any Person shall mean, as of any date, the
total assets which would appear on a balance sheet of such Person prepared as
of such date in accordance with GAAP, less all amounts appearing on the balance
sheet of such Person related to (i) goodwill; (ii) patents, trademarks,
tradenames, copyrights and franchises, (iii) all other similar assets that
would be classified as intangible assets under GAAP, and (iv) Total
Liabilities, excluding the Note.

"Adjustment Event" means any of the following events occurring prior to a
Qualified Initial Public Offering:

i. the Seller declares a dividend or makes a distribution on its
Outstanding Common Stock in Common Stock or Convertible Securities,
or

ii. the Seller subdivides or reclassifies any of its Outstanding Common
Stock into a greater number of shares, or

iii. the Seller combines or reclassifies any of its Outstanding Common
Stock into a smaller number of shares.

"Affiliate" means any Person directly or indirectly controlling, controlled by,
or under direct or indirect common control with, the Seller or another
specified Person. A Person shall be deemed to control a corporation if such
Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such corporation, whether through
the ownership of voting securities, by contract or otherwise.

"Affirmative Covenants" means the covenants of the Seller set forth in Section
8 of the Purchase Agreement.

"Amortization Commencement Date," if applicable, is set forth in the Note.

"Annual Financial Statements" means, with respect to each Fiscal Year, the
Accounting Statements of the Seller with respect to such Fiscal Year, presented
with corresponding Accounting Statements for the preceding Fiscal Year, which
Accounting Statements shall be Audited, prepared in accordance with GAAP and
presented in reasonable detail (including appropriate footnotes).

"Applicable Law" means, with respect to any Person, any and all federal,
national, state, regional,

45
local, municipal or foreign laws, statutes, rules, regulations, guidelines,
ordinances, licenses, permits, judicial or administrative decisions of any
country, or any political subdivision, agency, commission, official or court
thereof having jurisdiction over such Person.

"Appraisal Determined Value Amount"means, as of the date of exercise of the Put
Option, a per share valuation amount equal to (A) the Appraised Value of all of
the Capital Stock of the Seller, divided by (B) the number of Outstanding
Shares.

"Appraised Value" means, as of the date of exercise of the Put Option, the fair
market value of all of the outstanding Capital Stock of the Seller as of such
date as determined by the Appraiser assuming: (i) a cash purchase by a willing
buyer from willing sellers of all such Capital Stock as of such date; (ii) the
full exercise or conversion of all the then outstanding Convertible Securities
in accordance with their respective terms; (iii) the payment in full of the
Note out of the proceeds of such sale; (iv) an acquisition of the Seller as a
going concern; (v) no adjustment or discount with respect to minority interest,
voting rights or rights to control management of the Seller; (vi) no adjustment
for any employment, bonus, non-competition, deferred compensation, severance or
other employment or compensation arrangement between the Seller and its
employees having a term of more than one year; and (vii) no adjustment for the
tax consequences of such sale.

"Appraiser" means, with respect to any determination of the Market Determined
Value Amount or Appraisal Determined Value Amount, an independent appraiser
(which shall be an investment banking firm that is not an Affiliate of either
the Seller or the Purchaser) selected in the manner provided for in the Option
Agreement.

"Assessments" means fees charged by the Purchaser for processing late payments
of the Note and other fees charged pursuant to the Purchase Agreement and
Related Documents.

"Audit" or "Audited" means, with respect to the Annual Financial Statements, an
examination without limitation as to scope by the Accountant in accordance with
generally accepted auditing standards for the purpose of expressing an opinion
of such Accounting Statements.

"Audit Report" means, with respect to the Annual Financial Statements, the
report of the Accountant indicating the scope of the Audit with respect to such
Annual Financial Statements and setting forth the opinion of such Accountant
with respect to such Annual Financial Statements as a whole, or an assertion to
the effect that an overall opinion cannot be expressed. The Audit Report shall
set forth any qualification to such opinion and, when such an overall opinion
cannot be expressed, set forth the reasons therefor.

"Benefit Plans" means collectively, the Welfare Plans and the Pension Plans.

"Board of Directors" means the board of directors of the Seller and, as
applicable and to the extent permitted by law, any committee of such board of
directors authorized to exercise the

46
powers of the board of directors.

"Business" is defined in Background - Paragraph A of the Purchase Agreement.

"BOCC Legal Department" means the internal legal staff of Banc One Capital
Corporation, or one of its Affiliates.

"Business Day" means any day other than a Saturday, Sunday or day upon which
banking institutions are authorized or required by law or executive order to be
closed in the City of Columbus, Ohio.

"Capitalized Earnings Determined Value Amount" means, as of the date of
exercise of the Put Option, a per share valuation amount equal to (A) the
Capitalized Earnings Value divided by (B) the number of Outstanding Shares.

"Capitalized Earnings Value" means, as of any date of determination, an amount
equal to six (6) times EBITDA for the preceding twelve months (i) reduced by an
amount sufficient to pay in full all of the then outstanding Permitted
Indebtedness (including all accrued but unpaid interest with respect thereto),
and (ii) increased by the amount of cash and the fair market value of all
marketable securities reflected on the most recent Financial Statements of the
Seller as of the date of determination.

"Capital Expenditures" means, with respect to the Seller, expenditures for
tangible business assets with a useful life in excess of one year, the
acquisition cost of which is, in accordance with GAAP, depreciated over the
useful life of such asset.

"Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock,
including each class of common stock and preferred stock of such Person or
partnership interests and any warrants, options or other rights to acquire such
stock or interests.

"Cash Equivalents" means (i) securities issued or directly and fully guaranteed
or insured by the United States Government or any agency or instrumentality
thereof which mature within 90 days from the date of acquisition, and (ii) time
deposits and certificates of deposit, which mature within 90 days from the date
of acquisition, of any domestic commercial bank having capital and surplus in
excess of $200,000,000, which has, or the holding company of which has, a
commercial paper rating of at least A-1 or the equivalent thereof by Standard &
Poors Corporation or P-1 or the equivalent thereof by Xxxxx'x Investor
Services.

"CFO Certificate" means, with respect to the Quarterly Financial Statements and
the Annual Financial Statements, a certificate signed by the chief financial
officer of the Seller stating in effect that such Financial Statements, when
delivered, (i) were, to the best of her knowledge, complete and correct in all
material respects, (ii) were prepared in accordance with GAAP, and

47
(iii) fairly present the results of operations for the applicable Accounting
Period and the financial condition as at the end of such Accounting Period.
The CFO Certificate shall be presented in a standard form reasonably
satisfactory to the Purchaser.

"Charter Documents" mean a Person's formation documents, including but not
limited to, as applicable, its articles of incorporation, by-laws, code of
regulations, articles of organization, operating agreement, certificate of
limited partnership and partnership agreement.

"Closing Date" means November 20, 1997, or such later date as the Parties shall
mutually agree.

"Closing Transcript" means one copy of the Purchase Agreement and each Related
Document, including schedules, exhibits, legal opinions and similar documents.

"COBRA Requirements" means the requirements of Section 601 et seq. of ERISA or
Section 4980 of the Code.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Commission" means the Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act.

"Common Shares" means the shares of Voting Stock and Non-Voting Stock, if any,
of the Seller, treated as a single class of stock, at any time outstanding.

"Compliance Certificate" means, with respect to each Fiscal Year and each
Quarter, a certificate signed by the chief financial officer of the Seller (i)
stating that no Default has occurred and is continuing, (ii) stating that, to
the best of her knowledge, the Seller is in compliance with each of the
Affirmative Covenants and each of the Negative Covenants, and (iii) setting
forth in reasonable detail a computation of each of the Financial Tests as of
the end of the applicable Fiscal Year or Quarter. The Compliance Certificate
shall be presented in a standard form reasonably satisfactory to the Purchaser.

"Convertible Securities" means evidences of indebtedness, shares of stock or
other securities that are convertible into or exchangeable for, with or without
payment of additional consideration in cash or property, or options, warrants
or other rights that are exercisable for, Common Shares that, when issued,
would constitute Additional Common Shares, either immediately or upon the
occurrence of a specified date or a specified event.

"Co-Sale Agreement" means the Co-Sale Agreement dated as of the date hereof by
and among the Seller, Xxxxxx X. Xxxxxxxxx, Xxxx Xxxxx, Xxxxx Xxxxxxxx, The
Xxxx Partnership III, a Limited Partnership, Ameritech Development Corporation
and Boston Capital Ventures Limited Partnership and the Purchaser.

48
"Debt Service Coverage Ratio" means for the period ending on a particular date,
the ratio of the sum of the Seller's net income (excluding discontinued
operations relating to CAD System) plus depreciation and amortization expense
for the twelve month period ended immediately prior to the date of
determination, divided by current maturities of long term debt, determined in
accordance with GAAP.

"Default" means any event which is not an Event of Default as of a specified
date, but which with the lapse of time, notice, or both, would constitute an
Event of Default.

"Default Interest Rate" is defined in the Note.

"Default Rate Election" is defined in the Note.

"Deferred Plans" means Pension Plans that are designed to defer compensation
for a select group of key or highly compensated employees and that are exempt
from the funding, participation and vesting requirements of ERISA.

"Disposition" means (i) a merger, consolidation or other business combination
in which the Seller is not the surviving entity and the Seller's stockholders
receive cash or non-cash consideration in exchange for or in respect of their
shares of Capital Stock of the Seller or (ii) the sale, lease, conveyance,
transfer or other disposition (other than the grant of a security interest) in
any single transaction or series of related transactions of all or
substantially all of the assets of the Seller.

"Dividends" in respect of any corporation means:

(1) Cash distributions or any other distributions on, or in
respect of, any class of equity security of such corporation,
except for distributions made solely in shares of securities
of the same class; and

(2) Any and all funds, cash or other payments made in respect of
the redemption, repurchase or acquisition of such securities.

"EBITDA" means, as determined as of any date, earnings of the Seller (as
reflected on the most recent Financial Statements) for the twelve-month period
ended immediately prior to any such date of determination, determined excluding
all amounts expended as reflected on such Financial Statements during such
twelve-month period with respect to (i) interest expense with respect to
Permitted Indebtedness, (ii) federal and state income tax expense, (iii)
depreciation expense, (iv) amortization expense, and (v) discontinued
operations relating to CAD Systems.

"Environmental Laws" means the Federal Air Pollution Control Act, Water
Pollution Act,

49
Resource Conservation and Recovery Act, Solid Waste Disposal Act, Toxic
Substance Control Act and Comprehensive Environmental Response, Compensation
and Liability Act, the Occupational Safety and Health Act and any other
Federal, state or local laws, regulations or other requirements regulating or
otherwise concerning Hazardous Materials or the environment.

"ERISA" means the Employee Retirement Security Act of 1974, as amended from
time to time.

"ERISA Affiliate" means all members of the group of corporations and trades or
businesses (whether or not incorporated) which, together with the Seller, are
treated as a single employer under Section 414 of the Code.

"ERISA Plan" means any pension benefit plan subject to Title IV of ERISA or
Section 412 of the Code maintained or contributed to by the Seller or any ERISA
Affiliate with respect to which the Seller has a fixed or contingent liability.

"Event of Default" is defined in the Note.

"Exercise Price" means $100.

"Excess Compensation Amount" means, with respect to any Put Trigger Event, the
Present Value of (i) all compensation payable or, if non-cash compensation,
estimated by the Appraiser to be paid by the Seller or any acquiror of the
Seller to any executive employee of the Seller whose employment with the Seller
or any acquiror of the Seller is not expected to continue for more than one
year after the consummation of such Put Trigger Event, plus (ii) the excess, if
any, of all compensation payable or, if non-cash compensation, estimated by the
Appraiser to be paid by the Seller or any acquiror of the Seller (other than
cost of living adjustments) to any executive employee of the Seller under any
employment arrangement entered into or to be entered into in connection with
such Put Trigger Event, whose employment with the Seller or any acquiror of the
Seller is expected to continue for more than one year after the consummation of
such Put Trigger Event, over such executive employee's compensation for the 12
months then most recently ended.

"Financial Statements" means the Annual Financial Statements, Monthly Financial
Statements and Quarterly Financial Statements of the Seller.

"Financial Tests" means the financial tests with respect to the Seller set
forth in Section 10 of the Purchase Agreement, which tests are based upon the
Annual and Quarterly Financial Statements and determined as provided for
therein.

"Fiscal Year" means each year ended on December 31, or other fiscal year of the
Seller adopted in the manner provided for in the Purchase Agreement. Each
Fiscal Year consists of four Quarters.

50
"Fully Diluted Common Stock" means all Common Shares outstanding plus the
maximum number of shares issuable in respect of Convertible Securities and
warrants and options to purchase Convertible Securities (whether or not the
right to convert, exchange or exercise are at the time exercisable).

"GAAP" means those generally accepted accounting principles and practices which
are recognized as such by the Financial Accounting Standards Board (or any
generally recognized successor), consistently applied.

"Hazardous Materials" means any hazardous, toxic or dangerous substance,
pollutant, contaminant, waste or other material regulated under Environmental
Laws; ACM's; oil and petroleum products and natural gas, natural gas liquids;
liquefied natural gas, and synthetic gas usable for fuel; chemicals subject to
the OSHA Hazard Communication Standard; and industrial process and pollution
control wastes whether or not hazardous within the meaning of the Federal
Resource Conservation and Recovery Act.

"Holder's Prorata Share" means as of any date of determination the quotient of
(A) the Holder's Shares as of such date, divided by (B) the Outstanding Common
Shares as of such date.

"Holder's Shares" means as of any date of determination the sum of (i) all
Common Shares then owned of record by the Purchaser which were acquired
pursuant to any Related Document and (ii) the maximum number of Common Shares
then issuable to the Purchaser upon the full conversion or exercise of all
Convertible Securities then owned by the Purchaser which were acquired pursuant
to any Related Document, assuming the full convertibility or exercisability of
the Convertible Securities as of that date.

"Indebtedness" means with respect to the Seller, as of any date of
determination, the sum (without duplication) at such date of (i) all
indebtedness of the Seller for borrowed money or for the deferred purchase
price of property or services or which is evidenced by a note, bond, debenture,
or similar instrument, reflected on the most recent Financial Statements, (ii)
all obligations of the Seller under any financing lease, (iii) all obligations
of the Seller in respect of letters of credit, acceptances, or similar
obligations issued or created for the account of the Seller, (iv) all guaranty
obligations of the Seller, and (v) all liabilities secured by any Lien on any
property owned by the Seller, whether or not the Seller has assumed or
otherwise become liable for the payment thereof.

"Indemnified Losses" means all losses, damages, expenses (including court
costs, amounts paid in settlement, judgments, reasonable attorneys' fees or
other investigative or defense expenses), liabilities, claims, suits,
obligations, penalties, actions, interest and demands of any kind or nature
whatsoever.

51
"Initial Public Offering" means the first offer and sale to the public by the
Seller or any holders of shares of any class of its Capital Stock subsequent to
the date of the Purchase Agreement on a firm commitment basis, pursuant to a
registration statement that has been declared effective by the Commission.

"Insolvency Law" means Title 11 of the United States Code (or any successor
law) or any similar Applicable Law providing for bankruptcy, insolvency,
conservatorship, receivership or other similar debtor's relief.

"Insolvency Order" means any order, judgment or decree entered in any
Insolvency Proceeding granting any Insolvency Relief.

"Insolvency Proceeding" means a proceeding before a court of competent
jurisdiction or other duly authorized authority under any Insolvency Law
seeking Insolvency Relief.

"Insolvency Relief" means discharge of indebtedness, liquidation,
reorganization or arrangement, appointment of a receiver, trustee, conservator,
custodian or liquidator or the granting of any stay or restraining order
against creditors under any Insolvency Law or other similar debtor's relief
under any Insolvency Law.

"Intangible Assets" means (1) all loans or advances to, and other receivables
owing from any officers, employees, Subsidiaries and other Affiliates, (2) all
investments, whether in a Subsidiary or otherwise, (3) goodwill and (4) any
other assets deemed intangible under GAAP.

"Intellectual Property" means all Software, patents, trademarks, service marks,
trade names, copyrights and applications therefor.

"Interest" is defined in the Note.

"Interest Rate"is defined in the Note.

"Intercreditor Agreement" is defined in Background - Section B.

"Investment" means any loan, advance or capital contribution to, or investment
in, (including any investment in any corporation, joint venture or partnership)
or purchase or otherwise acquisition of any Capital Stock, securities or
evidences of indebtedness of, any Person.

"Involuntary Insolvency Default" is defined in the Note.

"Lender Reports" means, without duplication, statements, certificates, notices
or reports furnished to the Purchaser pursuant to the Purchase Agreement,
copies of all financial statements, certificates, notices, reports or other
information furnished to any bank, financial

52
institution or note purchaser pursuant to the requirements of any loan or note
purchase or similar agreement with respect to any material Indebtedness of the
Seller.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (whether statutory or otherwise), or preference,
priority or other security agreement or similar preferential arrangement of any
kind or nature whatsoever (including, without limitation, any conditional sale
or other title retention agreement, any financing lease having substantially
the same economic effect as any of the foregoing, and the filing of any
financing statement under the Uniform Commercial Code or comparable law of any
jurisdiction in respect of any of the foregoing).

"Litigation" is defined in Section 13.24 of the Purchase Agreement.

"Management Letters" means any letter or report furnished by the Accountants to
management of the Seller in connection with any Audit or otherwise describing
findings or recommendations with respect to the accounting or management
practices or procedures of the Seller and, including all reports submitted to
the Seller by the Accountant in connection with any interim or special audit
made by the Accountant

"Market Determined Value Amount" means, as of the date of exercise of the Put
Option, a per share valuation amount equal to (without duplication) (A) sum of
the Trigger Value, plus the Excess Compensation Amount, if any, divided by (B)
the number of Outstanding Shares.

"Material Contracts" means with respect to the Seller, each of the following
types of agreements, leases, arrangements and understandings in effect as of
the date of the Purchase Agreement:

(1) any agreement for the lease, as lessee, of vehicles;

(2) any agreement (or group of related agreements) for the lease of
personal property to or from any Person providing for rent in
excess of $50,000 during any twelve month period;

(3) any agreement for the lease of real property;

(4) any agreement (or group of related agreements) under which the
Seller has created, incurred, assumed or guaranteed any
Indebtedness for borrowed money, or any capitalized lease or
purchase money obligation;

(5) any agreement under which the Seller has granted a Lien, pledge,

53
security interest or other encumbrance upon any of its assets;

(6) any agreement under which the Seller has an obligation to indemnify
a director, officer or employee or an obligation to indemnify a
Person with respect to any representation, warranty or covenant
made by the Seller (other than product warranties);

(7) any agreement concerning confidentiality or noncompetition given by
the Seller;

(8) guaranty or suretyship, performance bond or contribution
agreements;

(9) distribution, marketing, sales representative or dealership
agreements;

(10) any agreement between any shareholder, director or officer of the
Seller and the Seller; and

(11) any other material contracts or commitments not made in the
ordinary course of business of the Seller.

"Maturity Date" means November 30, 2003.

"Minutes" means all minutes, minutes of written action or reports (including
schedules and exhibits thereto) of a shareholders' meeting or actions and all
meetings or actions of the board of directors or any committee thereof or
appointed thereby of the Seller or any Subsidiary.

"Month" means a calendar month, and "Monthly" means each Month.

"Monthly Financial Statements" means, with respect to each Month, the
Accounting Statements of the Seller with respect to such Month, which
Accounting Statements shall be prepared and presented in the manner customary
for purposes of dissemination for management of the Seller.

"Negative Covenants" means the covenants of the Seller set forth in Section 9
of the Purchase Agreement.

"Non-Surviving Combination" means any merger, consolidation or other business
combination by the Seller with one or more other entities in a transaction in
which the Seller is not the surviving entity.

"Non-Voting Stock" means the shares of non-voting common stock, if any, of the
Seller at any

54
time outstanding.

"Note" means the Senior Subordinated Note due November 30, 2003 in the
original principal amount of $4,000,000 issued and sold to the Purchaser by the
Seller pursuant to the terms of the Purchase Agreement.

"Notice" means any notice required to be given to any Party under the Purchase
Agreement or any of the Related Documents in the manner provided in Section 13
of the Purchase Agreement.

"Obligations" means (i) all amounts owed by the Seller to the Purchaser
evidenced by the Note, and (ii) all other present and future Indebtedness and
obligations of the Seller to the Purchaser however created, arising or
evidenced, direct or indirect, absolute or contingent, due or to become due,
now or hereafter existing (other than under the Warrant, the Option Agreement
and Registration Rights Agreement).

"Original Issue Date" means the date on which the Warrant was first issued
pursuant to the Purchase Agreement.

"Outstanding Common Shares" means, as of any date, all Common Shares then
outstanding plus the maximum number of Common Shares issuable in respect of
Convertible Securities and options and warrants to purchase Convertible
Securities outstanding on such date (whether or not the rights to convert,
exchange or exercise thereunder are presently exercisable), including the
maximum number of shares issuable under the Warrant.

"Parties" means the Seller and the Purchaser collectively, and "Party" means
any one of the Parties.

"Payment Date" is defined in the Note.

"Payment Default" is defined in the Note.

"Pay Off Date" is defined in the Note.

"Pension Plans" means an "employee pension benefit plan" as that term is
defined in Section 3(2) of ERISA.

"Permitted Indebtedness" means, as of any date of determination the aggregate
principal amount of all Indebtedness of the Seller outstanding as of such date
of determination, but only to the extent that the amount of such Indebtedness
does not exceed the amounts permitted under the Purchase Agreement.

"Permitted Liens" means:

55
(1) Liens incurred pursuant to the Purchase Agreements and Related
Documents;

(2) Liens securing Senior Indebtedness;

(3) Liens securing Taxes, assessments or governmental charges or levies
or the claims or demands of materialmen, mechanics, carriers,
warehousemen, landlords and other like Persons;

(4) Liens incurred or deposits made in the ordinary course of business
(A) in connection with workers' compensation, unemployment
insurance, social security and other like laws, or (B) to secure
the performance of letters of credit, bids, tenders, sales
contracts, leases, statutory obligations, surety, appeal and
performance bonds and other similar obligations not incurred in
connection with the borrowing of money, the obtaining of advances
or the payment of the deferred purchase price of property;

(5) attachment, judgment and other similar Liens arising in connection
with court proceedings, provided the execution or other enforcement
of such Liens is effectively stayed and the claims secured thereby
do not constitute Defaults or Events of Default or are being
actively contested in good faith and by appropriate proceedings;

(6) purchase money security interests granted to secure the purchase
price of assets, the purchase of which does not violate the
Purchase Agreement or any Related Document; and

(7) Liens granted with respect to Indebtedness specifically permitted
in Section 9.1 of the Purchase Agreement.

"Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization, governmental authority or any other form of
entity.

"Preemption Offering" means any offering of Common Shares, Convertible
Securities or other shares of Capital Stock of the Company by or on behalf of
the Company other than:

(a) the issuance or sale of Common Shares after the date
hereof pursuant to any employee or director stock
option plan or incentive stock plan of the Company
approved by the Board of Directors of Company;
provided, that (i) options or incentive stock grants
are granted only with respect to Common Shares, (ii)
the maximum number of Common

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Shares issued pursuant to options is 3,735,764 with
respect to options authorized on November 20, 1997 and
500,000 with respect to options authorized thereafter,
(iii) the minimum exercise price per Common Share for
such shares is not less than the fair market value per
share, and (iv) no options or incentive stock grants
are granted to Persons other than officers, directors
and employees of the Company or its subsidiaries; and

(b) the sale and issuance of Common Shares or Convertible
Securities pursuant to an Initial Public Offering.

"Preemptive Rights Agreement" means the Preemptive Rights Agreement dated as of
the date hereof, by and between the Seller and the Purchaser.

"Preferred Shares" means the shares of $0.001 par value preferred stock of the
Seller, treated as a single class of stock, at any time outstanding.

"Prepayment Premium" means the premium that must be paid by the Seller to the
Purchaser upon the payment of any or all of the Principal Amount of the Note
prior to the Maturity Date.

"Present Value" means the value on any date of determination of a future
payment or stream of payments.

"Principal Amount" means the principal amount of the Note at any time
outstanding.

"Prohibited Transfer" means the sale of any Common Shares or Convertible
Securities in contravention of the participation rights of the Purchaser under
the Co-Sale Agreement.

"Purchase Agreement" means the Senior Subordinated Note and Warrant Purchase
Agreement, dated as of November 20, 1997 between the Seller as seller and the
Purchaser, as purchaser, as amended, restated, modified or supplemented and in
effect from time to time.

"Purchase Offer" means one or more bona fide offers from any Person to
purchase Common Shares or Convertible Securities.

"Purchased Shares" means, as of any date of determination, any Common Shares
purchased by the Purchaser prior to such date of determination pursuant to the
Preemptive Rights Agreement, or directly from the Seller in any other
transaction after the Original Issue Date.

"Purchaser" means Banc One Capital Partners II, LLC, a Delaware limited
liability company, together with its successors and assigns.

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"Put Option"s defined in the Option Agreement.

"Option Agreement" means the Option Agreement dated as of the date hereof by
and between the Seller and the Purchaser.

"Put Price" means, as of any date of determination, a per share purchase price
equal to the Capitalized Earnings Determined Value Amount, unless a greater
Market Determined Value Amount or Appraisal Determined Value Amount is
determinable with respect to such date of determination, in which case "Put
Price" means such greater amount.

"Put Trigger Event" means the first to occur of any of the following events:
(i) the sixth anniversary of the Closing Date; (ii) a Disposition; (iii) a
Non-Surviving Combination; (iv) the date upon which the Company prepays in full
the outstanding principal, interest and assessments, if any, on the Note or (v)
an Acceleration Event.

"Qualified Initial Public Offering" means an Initial Public Offering by the
Seller of shares of its Common Stock in which the proceeds to the Seller (net
of underwriting discounts) equals or exceeds $25,000,000, and in which the
Company is valued (based on the number of Outstanding Common Shares multiplied
by the offering price per share) at $100,000,000 or more.

"Qualified Plans" shall have the meaning set forth in Section 5.21 of the
Purchase Agreement.

"Quarter" means each quarter annual period of the Fiscal Year, and "Quarterly"
means each Quarter. Each Quarter consists of three Months.

"Quarterly Financial Statements" means, with respect to each Quarter, the
Accounting Statements of the Seller with respect to such Quarter and the
current Fiscal Year to date, presented with corresponding Accounting Statements
for the same Quarter and Fiscal Year to date period for the preceding Fiscal
Year, which Accounting Statements shall be prepared in accordance with GAAP
(subject to applicable year end adjustments) and presented in reasonable detail
(but omitting footnotes that would substantially duplicate footnotes contained
in the most recent Annual Financial Statements).

"Registrable Securities" means: (a) any of the Warrant Shares and the Common
Shares of the Seller issued pursuant to the Preemptive Rights Agreement or
Warrant, and (b) any securities issued or issuable with respect to any such
securities described in (a) above, by way of dividend or distribution or in
connection with a recapitalization, merger, consolidation or other
reorganization or otherwise. As to any particular Registrable Securities, once
issued such securities shall cease to be Registrable Securities when (i) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such

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securities shall have been sold in accordance with such registration statement,
(ii) such securities shall have been distributed to the public pursuant to Rule
144 (or any successor provision) promulgated under the Securities Act, (iii)
such securities shall have been otherwise transferred, new certificates for
them not bearing a legend restricting further transfer shall have been
delivered by the Seller and subsequent disposition of them shall not require
registration or qualification under the Securities Act or any similar state law
then in force, or (iv) such securities shall have ceased to be outstanding.

"Registration Expenses" means all expenses incident to the Seller's performance
of or compliance with Section 2 of the Registration Rights Agreement,
including, without limitation, all registration, filing and National
Association of Securities Dealers fees, all fees and expenses of complying with
securities or blue sky laws, all word processing, duplicating and printing
expenses, messenger and delivery expenses, the fees and disbursements of
counsel for the Seller and of its independent public accountants, including the
expenses of any special audits or "cold comfort" letters required by or
incident to such performance and compliance, the fees and disbursements
incurred by the holders of Registrable Securities to be registered (including
the fees and disbursements of any counsel and accountants retained by the
Purchaser), premiums and other costs of policies of insurance against
liabilities arising out of the public offering of the Registrable Securities
and any fees and disbursements of underwriters customarily paid by issuers or
sellers of securities, but excluding underwriting discounts and commissions and
transfer taxes, if any.

"Registration Rights Agreement" means the Registration Rights Agreement dated
as of the date hereof, by and between the Seller and the Purchaser.

"Regulations" means the federal Income Tax Regulations (including without
limitation, Temporary Regulations) promulgated under the Code, as the same may
be amended from time to time (including corresponding provisions of successor
regulations).

"Related Documents" is defined in Section 13.1 of the Purchase Agreement.

"Representation(s) and Warranty(ies)" means the representations and warranties
of the Seller set forth in Section 5 of the Purchase Agreement and in the
Related Documents and in any certificate of the Seller delivered pursuant
thereto.

"Reorganization Event" means any of the following events:

(c) any capital reorganization or reclassification or
recapitalization of the Capital Stock of the Seller
(other than any Adjustment Event);

(d) any merger or consolidation of the Seller
with or into another

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Person; and

(e) the sale or transfer of the property of the Seller as
an entirety or substantially as an entirety.

"Reporting Covenants" means the covenants of the Seller set forth in Section 7
of the Purchase Agreement.

"Restricted Payments" means any of the following:

(1) any dividend on any class of the Seller's Capital Stock;

(2) any other distribution on account of any class of the Seller's
Common Shares; and

(3) any redemption, purchase or other acquisition, direct or
indirect, of any shares of the Seller's Capital Stock (other
than pursuant to the Put Option).

"Restricted Securities" means (a) any Warrant bearing the applicable legend set
forth in Section 4.1 of the Warrant, (b) any Warrant Shares which are evidenced
by a certificate or certificates bearing such legend, and (c) unless the
context otherwise requires, any Common Shares which are at the time issuable
upon the exercise of any Warrant and which, when so issued, will be evidenced
by a certificate or certificates bearing such legend.

"Rights Offering" means any offering of Common Shares, Convertible Securities
or other shares of Capital Stock of the Company or any distribution of rights
to purchase Common Shares, Convertible Securities or other shares of Capital
Stock of the Company by or on behalf of the Company that is made substantially
on a prorata basis among the holders of Common Shares.

"Securities" means collectively, the Note, the Warrant and the Warrant Shares.

"Securities Act" means the Securities Act of 1933, or any similar federal
statute, and the rules and regulations of the Commission thereunder, all as of
the same shall be in effect at the time. References to a particular section of
the Securities Act of 1933 shall include a reference to the comparable section,
if any, of any such similar federal statute.

"Securities Exchange Act" means the Securities Exchange Act of 1934, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. Reference to a
particular section of the Securities Exchange Act of 1934 shall include a
reference to the comparable section, if any, of any such similar federal
statute.

"Security Reports" means all financial statements, proxy statements, notices
and reports furnished to the shareholders or securities holders of the Seller
and all registration statements and reports (including reports on Forms 10-K,
10-Q and 8-K) filed with the Commission.

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"Seller" means SCC Communications Corp., a Delaware corporation, and includes
any Person which shall succeed to or assume the obligations of the Seller.

"Selling Shareholder" is defined in the Co-Sale Agreement.

"Senior Indebtedness" means all monetary obligations of the Seller (including,
without limitation, obligations with respect to the principal of, premium, if
any, and interest on, fees and claims arising under, or with respect to, the
Senior Loan Agreement.

"Senior Lender" means Bank One Colorado, NA and its successors and assigns
thereunder.

"Senior Loan" has the meaning set forth in Background- Paragraph B of the
Purchase Agreement.

"Software" means all software, including all related copyrights, databases and
documentation.

"Stated Interest Rate" is defined in the Note.

"Subordinated Debt" means Indebtedness of the Seller which is subordinated, in
a manner satisfactory to and approved in writing by the Purchaser, to the
Indebtedness of the Seller evidenced by the Note.

"Subsidiary" means any corporation, all of the stock of every class of which,
except directors' qualifying shares, shall at the time as of which any
determination is being made, be owned by the Seller either directly or through
Subsidiaries.

"Taxes" means any federal, state, local or foreign income, gross receipts,
franchise, payroll, employment, excise, unemployment, personal property, sales,
use, value added, alternative, estimated or other tax of any kind whatsoever,
including any interest, penalty or addition thereto. The Seller has previously
made available to Purchaser copies of all federal income tax returns filed by
the Seller in the past five years.

"Tax Returns" means all returns relating to Taxes.

"Total Debt" of any Person shall mean, as of any date, all amounts which would
be included as debt on a balance sheet of such Person as of such date prepared
in accordance with GAAP, consistently applied.

"Total Liabilities" of any Person shall mean, as of any date, all amounts which
would be included as liabilities on a balance sheet of such Person as of such
date prepared in accordance with GAAP, consistently applied.

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"Transfer" means, with respect to any item, the sale, exchange, pledge,
conveyance, lease, transfer or other disposition of such item or any interest
therein.

"Trigger Value" means, with respect to any date, the fair market value of the
Company determined by the Appraiser based solely upon a Put Trigger Event the
closing of which has occurred within six (6) months immediately preceding the
date or exercise of the Put Option, or that will occur pursuant to an agreement
or letter of intent in effect as of the date or exercise of the Put Option, and
assuming: (i) the full exercise or conversion of all of the then outstanding
Convertible Securities in accordance with their respective terms; (ii) the
payment in full of the Note out of the proceeds of such Put Trigger Event;
(iii) no adjustment or discount with respect to minority interest, voting
rights or rights to control management of the Company, and (iv) no adjustment
for the tax consequences of such Put Trigger Event.

"Voluntary Insolvency Default" is defined in the Note.

"Voting Power" means with respect to any corporation the power to vote for or
designate members of the board of directors of such corporation, whether
exercised by virtue of the record ownership of stock, under a close corporation
or similar agreement or under an irrevocable proxy.

"Voting Stock" means the shares of voting common stock, $0.001 par value, of
the Seller at any time outstanding.

"Warrant Exercise Expiration Date" means that date which is the earliest of (i)
the date on which an Initial Public Offering is completed, (ii) the date on
which a Disposition or Non-Surviving Combination is consummated, (iii) the date
on which the Purchaser exercises its rights under the Co-Sale Agreement to sell
all of its Warrant Shares or (iv) 90 days after the Maturity Date of the Note.

"Warrant Shares" is defined in Background - Section D.

"Warrants" mean the Warrant.

"Welfare Plans" means an "employee welfare benefit plan" as such term is
defined in Section 3(1) of ERISA.

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Table of Contents

i 3 SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT

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