EXHIBIT 10.19 PREFERRED STOCK PURCHASE AGREEMENT

______________________________________________________________________________

______________________________________________________________________________
EXHIBIT 10.19

PREFERRED STOCK PURCHASE AGREEMENT

by and among

PARTMINER, INC.,

INTEGRAL CAPITAL PARTNERS IV, L.P.,

INTEGRAL CAPITAL PARTNERS IV MS SIDE FUND, L.P.,

AGILE SOFTWARE CORPORATION,

IMPACT VENTURE PARTNERS, L.P., OMI PARTNERSHIP HOLDINGS LTD.,

GENERATION CAPITAL PARTNERS L.P.,

STATE BOARD OF ADMINISTRATION OF FLORIDA,

GENERATION PARALLEL MANAGEMENT PARTNERS L.P.,

BROADVIEW SLP, THE XXXXXXX XXXXX GROUP, INC.,

CAHNERS INFORMATION HOLDINGS, INC.,

SEACOAST CAPITAL PARTNERS LIMITED PARTNERSHIP,

SEACOAST INVESTORS LLC,

BOSTON VENTURES LIMITED PARTNERSHIP V, and

VULCAN SECURITIES LIMITED

____________________

Dated as of: February 16, 2000

____________________

______________________________________________________________________________

TABLE OF CONTENTS
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1. SALE AND PURCHASE OF THE PREFERRED SHARES............................................... 1

1.1. Sale and Purchase................................................................... 1
1.2. Purchase Price and Payment.......................................................... 1
(a) Purchase Price.................................................................. 1
(b) Payment of Purchase Price....................................................... 1
(c) Restated Certificate of Incorporation........................................... 1

2. CLOSING................................................................................. 2

2.1. Time and Place...................................................................... 2

3. DELIVERY OF SHARE CERTIFICATES.......................................................... 2

3.1. Delivery of Share Certificates...................................................... 2

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS........................................ 2

4.1. Due Organization.................................................................... 2
4.2. Power and Authority................................................................. 2
4.3. No Breach; Consents................................................................. 2
4.4. Brokers............................................................................. 3
4.5. Purchasers' Acknowledgment.......................................................... 3
4.6. Investment in Preferred Shares...................................................... 3

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY........................................... 3

5.1. Authorization of Preferred Shares................................................... 3
5.2. Due Organization and Qualification.................................................. 3
5.3. Capitalization; Options; Shareholder Rights......................................... 4
5.4. Constituent Documents............................................................... 4
5.5. Financial Statements................................................................ 4
5.6. Absence of Changes.................................................................. 4
5.7. Power and Authority................................................................. 5
5.8. Tax Matters......................................................................... 5
5.9. Compliance with Laws; Permits....................................................... 6
5.10. No Breach; Consents; Payments...................................................... 7
5.11. Litigation; Claims................................................................. 7
5.12. Employment Matters................................................................. 7
5.13. Material Agreements................................................................ 7
5.14. Real Estate........................................................................ 8
5.15. Company Intangible Property........................................................ 8
5.16. Title to Properties and Assets..................................................... 9
5.17. Employee Benefit Plans............................................................. 9
5.18. Transactions with Related Parties.................................................. 10
5.19. Environmental Matters.............................................................. 10
5.20. Year 2000.......................................................................... 10
5.21. Brokers............................................................................ 10

6. COVENANTS AND AGREEMENTS................................................................ 10

6.1. Pre-Closing Covenants and Agreements................................................ 10
(a) Ongoing Company Operations...................................................... 10
(b) Investigation by the Purchasers................................................. 11
(c) Further Assurances.............................................................. 11
(d) Additional Disclosure........................................................... 11

(e) Maintenance of Insurance........................................................ 11
(f) Supplemental Disclosure......................................................... 11
(g) Amended and Restated Stockholders Agreement..................................... 12
(h) Amended and Restated Registration Rights Agreement.............................. 12
6.2. Post-Closing Covenants and Agreements............................................... 13
(a) Fees and Disbursements.......................................................... 13

7. CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO CLOSE; PURCHASER DELIVERIES.... 12

7.1. No Legal Proceedings................................................................ 12
7.2. Representations and Warranties...................................................... 12
7.3. Purchase Price...................................................................... 12
7.4. Related Agreements.................................................................. 13
7.5. Consents............................................................................ 13

8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASERS TO CLOSE; COMPANY DELIVERIES.. 14

8.1. No Legal Proceedings................................................................ 13
8.2. Agreements and Covenants............................................................ 13
8.3. Representations and Warranties...................................................... 13
8.4. Officer's Certificate............................................................... 13
8.5. Preferred Shares.................................................................... 13
8.6. Opinion of the Company's Counsel.................................................... 13
8.7. Secretary's Certificate............................................................. 13
8.8. Valid Existence Certificate......................................................... 15
8.9. Related Agreements.................................................................. 14
8.10. Consents........................................................................... 14
8.11. Restated Certificate of Incorporation.............................................. 14
8.12. Common Stock Purchase Agreement.................................................... 14

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.............................................. 14

10. INDEMNIFICATION........................................................................ 16

10.1. Obligation of the Company to Indemnify............................................. 16

10.2. [INTENTIONALLY OMITTED].............................................................. 15

10.3. Notice to Indemnifying Party....................................................... 15
10.4. Limitations on Indemnification..................................................... 17
10.5. Exclusive Remedy................................................................... 16

11. MISCELLANEOUS.......................................................................... 16

11.1. Certain Definitions................................................................ 16
11.2. Publicity.......................................................................... 18
11.3. Notices............................................................................ 18
11.4. Entire Agreement................................................................... 19
11.5. Waivers and Amendments............................................................. 19
11.6. Binding Effect; Assignment......................................................... 21
11.7. Variations in Pronouns............................................................. 20
11.8. Counterparts....................................................................... 20
11.9. Headings........................................................................... 20
11.10. No Strict Construction............................................................ 20
11.11. Governing Law..................................................................... 20
11.12. No Third-Party Beneficiaries...................................................... 20
11.13. Subsidiaries...................................................................... 20

11.14. Actions by Purchasers............................................................. 20
11.15. Other Engagements and Activities; Use of Name..................................... 21

SCHEDULES:

Schedule 5.2 Qualifications
Schedule 5.3 Options, etc.
Schedule 5.5 Company Financial Statements
Schedule 5.6 Absence of Changes
Schedule 5.9 Compliance with Laws
Schedule 5.9A Permits
Schedule 5.10 Consents
Schedule 5.11 Litigation; Claims
Schedule 5.14 Leases
Schedule 5.15 Intangible Property
Schedule 5.16 Liens
Schedule 5.17 Employee Benefit Plans
Schedule 5.18 Related Transactions
Schedule 11.3 Purchaser Notice Addresses

EXHIBITS:

Exhibit A Allocation of Preferred Shares
Exhibit B Restated Certificate of Incorporation
Exhibit C Amended and Restated Stockholders Agreement
Exhibit D Amended and Restated Registration Rights Agreement
Exhibit E Legal Opinion of Xxxxxxxxxxx & Xxxxxxxx LLP

iii

PREFERRED STOCK PURCHASE AGREEMENT
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PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of
February 16, 2000, by and between PartMiner, Inc., a New York corporation (the
"Company"), and Integral Capital Partners IV, L.P., Integral Capital Partners IV
MS Side Fund, L.P., Agile Software Corporation, Impact Venture Partners, L.P.,
OMI Partnership Holdings Ltd., Generation Capital Partners L.P., State Board of
Administration of Florida, Generation Parallel Management Partners L.P.,
Broadview SLP, The Xxxxxxx Xxxxx Group, Inc., Cahners Information Holdings,
Inc., Seacoast Capital Partners Limited Partnership, Seacoast Investors LLC,
Boston Venture Limited Partnership V and Vulcan Securities Limited (each (other
than the Company) individually, a "Purchaser" and collectively, the
"Purchasers").

WHEREAS, the Company desires to issue and sell to the Purchasers an
aggregate of 10,302,905 restricted shares (the "Preferred Shares") of the
Company's Series B Convertible Preferred Stock, $.01 par value, for an aggregate
purchase price of $50,000,000, and the Purchasers desire to purchase the
Preferred Shares from the Company, upon the terms and conditions set forth
herein.

NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements herein contained, the
parties hereby agree as follows:

1. SALE AND PURCHASE OF THE PREFERRED SHARES
-----------------------------------------

1.1. Sale and Purchase. On the Closing Date (as defined in Section
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2.1 hereof), subject to the terms and conditions contained herein, the Company
hereby agrees to issue and sell to the Purchasers the number of Preferred Shares
set forth opposite each Purchaser's name on Exhibit A hereto, and each Purchaser
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hereby agrees to purchase from the Company such number of Preferred Shares.

1.2. Purchase Price and Payment.
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(a) Purchase Price. The aggregate purchase price for the
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Preferred Shares (the "Purchase Price") shall be $50,000,000 (or $4.853 per
Preferred Share). Each Purchaser shall pay that portion of the Purchase Price
set forth opposite its name on Exhibit A hereto.
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(b) Payment of Purchase Price. The Purchase Price shall,
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subject to Section 3.1 hereof, be paid to the Company by the Purchasers on the
Closing Date via federal funds wire transfers of immediately available funds in
accordance with written instructions to be provided to the Purchasers by the
Company at least two (2) business days prior to the Closing Date.

(c) Restated Certificate of Incorporation. The Company shall
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duly adopt and file with the Secretary of State of the State of New York, on or
before the Closing Date, a Restated Certificate of Incorporation (the "Restated
Certificate") of the Company setting

forth the preferences, rights and limitations of the Preferred Stock
substantially in the form attached hereto as Exhibit B.
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2. CLOSING.
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2.1. Time and Place. The closing of the sale and purchase of the
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Preferred Shares (the "Closing") shall take place at the offices of Xxxxxxxxxxx
& Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and is
expected to occur at 10:00 a.m., local time, on February 16, 2000. The date upon
which the Closing shall occur is hereinafter referred to as the "Closing Date."

3. DELIVERY OF SHARE CERTIFICATES.
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3.1. Delivery of Share Certificates. At the Closing, the Company
------------------------------
shall, subject to the terms and conditions hereof, issue and deliver to each of
the Purchasers a stock certificate evidencing that number of Preferred Shares
set forth opposite such Purchaser's name on Exhibit A hereto, against payment by
such Purchaser of its portion of the Purchase Price.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Subject to
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Section 10 hereof, each Purchaser hereby severally represents and warrants to
the Company as follows:

4.1. Due Organization. Such Purchaser is duly organized, validly
----------------
existing and in good standing under the laws of the jurisdiction of its
organization.

4.2. Power and Authority. Such Purchaser has the requisite company
-------------------
power and authority to execute and deliver this Agreement and all other
agreements and certificates referred to in, or contemplated by, this Agreement
and to perform its obligations hereunder and thereunder. The execution, delivery
and performance of this Agreement and all other agreements and certificates
referred to in, or contemplated by, this Agreement have been duly authorized by
all necessary company action on the part of such Purchaser. This Agreement has
been duly executed and delivered by such Purchaser and is (and such other
agreements and certificates, when executed and delivered, will be) the valid and
binding obligations of such party enforceable against such party in accordance
with its terms, except as such enforceability may be limited by applicable
bankruptcy, moratorium, insolvency, reorganization or other similar laws now or
hereafter in effect relating to or affecting creditors' rights generally and
general equitable principles (whether considered in a proceeding in equity or at
law).

4.3. No Breach; Consents. The execution, delivery and performance of
-------------------
this Agreement and all other agreements or certificates referred to in, or
contemplated by, this Agreement by such Purchaser, and the consummation of the
transactions contemplated hereby and thereby, will not violate or conflict with
any (a) provisions of such Purchaser's organizational documents or agreements;
or (b) Law (as defined in Section 11.1 hereof) applicable to such Purchaser or
any of its property or operations. Other than any blue-sky or other securities
law filings, no consent, approval or authorization of, or declaration or filing
with ("Consent"), any governmental authority is required on the part of such
Purchaser in connection with the

execution, delivery or performance of this Agreement or the consummation of the
transactions contemplated hereby.

4.4. Brokers. Such Purchaser (or affiliate (as defined in Section
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11.1 hereof) thereof) has not made any agreement or taken any other action
causing anyone to become entitled to a finder's or broker's fee or commission as
a result of any of the transactions contemplated hereby.

4.5. Purchasers' Acknowledgment. Such Purchaser hereby acknowledges
--------------------------
that the Company has informed it that the Company is contemplating an initial
public offering of its equity securities, and hereby agrees not to use or
disclose such information other than directly in connection with the
transactions contemplated hereby.

4.6. Investment in Preferred Shares. Such Purchaser hereby
------------------------------
acknowledges that the Preferred Shares are not registered under the Securities
Act of 1933, as amended (the "Securities Act"), or under any state or foreign
securities laws and that the Preferred Shares are being sold to each Purchaser
materially in reliance upon the representations and warranties contained in this
Section 4.6. Each Purchaser further understands and acknowledges that the offer
and sale of the Preferred Shares are intended to be exempt from registration
under the Securities Act and under any applicable state and foreign securities
laws. In furtherance thereof, each Purchaser hereby represents and warrants to,
and agrees with, the Company that (i) it is purchasing Preferred Shares for such
Purchaser's own account, for investment purposes only and not with a view to the
resale or distribution thereof, except in compliance with the Securities Act and
any applicable state and foreign securities laws; (ii) it is an "accredited
investor," as such term is defined in Rule 501 of Regulation D promulgated under
the Securities Act; and (iii) it has such knowledge and experience in financial,
tax, and business matters so as to enable it to evaluate the merits and risks of
acquiring Preferred Shares and to make an informed investment decision with
respect thereto.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Subject to
---------------------------------------------
Sections 10 and 11.13 hereof, the Company hereby represents and warrants to the
Purchasers as follows:

5.1. Authorization of Preferred Shares. All corporate action
necessary for the issuance and sale of the Preferred Shares has been taken by
the Company and, when issued and delivered against delivery to the Company of
the Purchase Price, the Preferred Shares will be validly issued, fully paid and
non-assessable (except as provided in Section 630 of the New York Business
Corporation Law (the "BCL")).

5.2. Due Organization and Qualification. The Company is duly
----------------------------------
organized, validly existing and in good standing under the laws of the State of
New York. The Company has all requisite corporate power and authority to own,
lease and operate its assets and property and to carry on its business as
presently conducted and as presently contemplated. The Company is duly
qualified to transact business and is in good standing in each jurisdiction in
which the nature of its business or the location of its property requires such
qualification, except those where the failure to be so qualified would not have
a material adverse effect on its business,

operations, assets or condition (financial or otherwise), taken as a whole. The
jurisdictions in which the Company is qualified to do business are set forth on
Schedule 5.2 hereto.
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5.3. Capitalization; Options; Shareholder Rights. The authorized
-------------------------------------------
capital stock of the Company consists solely of 150,000,000 shares of common
stock, $.0001 par value per share (the "Common Stock"), and 10,409,027 shares of
preferred stock, $.01 par value per share, of which 106,122 shares are
designated as Series A Convertible Preferred Stock ("Series A Preferred Stock")
and 10,302,905 shares are designated as Series B Convertible Preferred Stock
("Series B Preferred Stock"). Immediately prior to the transactions
contemplated hereby, there are 46,553,700 shares of Common Stock, 106,122 shares
of Series A Preferred Stock and no shares of Series B Preferred Stock issued and
outstanding, and there are not any other shares of capital stock of the Company
issued or outstanding. All of the issued and outstanding shares of the
Company's capital stock have been duly authorized, and are validly issued, fully
paid and non-assessable, except as provided in Section 630 of the BCL. Except
as set forth on Schedule 5.3 hereto, there are no outstanding obligations,
------------
options, warrants, convertible securities, subscriptions, or other commitments
or rights (matured or contingent) of any nature to acquire or subscribe for any
securities or other equity interest of or in the Company. Except as set forth
on Schedule 5.3, there are no bonds, debentures, notes or other indebtedness of
------------
the Company having the right to vote (or convertible into, or exchangeable for,
securities having the right to vote) on any matter on which shareholders of the
Company may vote. Except as set forth on Schedule 5.3, there are no preemptive
------------
rights, rights of first refusal, voting rights, change of control or similar
rights, anti-dilution protections or other rights which any shareholder,
officer, employee or director of the Company or any other person (as defined in
Section 11.1 hereof) would be entitled to exercise or invoke as a result of the
issuance and sale by the Company of the Preferred Shares.

5.4. Constituent Documents. True and complete copies of the
---------------------
Company's Certificate of Incorporation and By-laws, as in effect on the date
hereof (collectively, the "Company Constituent Documents"), have been delivered
to the Purchasers (or a representative thereof).

5.5. Financial Statements. The audited consolidated balance sheet
--------------------
and related statements of income and cash flow for the Company as at and for the
fiscal year ended on December 31, 1998 (the "1998 Financial Statements") and the
unaudited consolidated balance sheet (the "December 31, 1999 Balance Sheet") and
related statements of income and cash flow for the Company as at and for the
fiscal year ended on December 31, 1999 (collectively, the "1999 Financial
Statements"; and together with the 1998 Financial Statements, the "Financial
Statements"), true and complete copies of all of which have been delivered to
the Purchasers (or a representative thereof) and which are attached hereto as

Schedule 5.5, present fairly in all material respects the consolidated financial
------------
condition of the Company as at the dates indicated therein and the consolidated
results of operation of the Company for the periods covered thereby. The
Financial Statements have been prepared in accordance with GAAP (as defined in
Section 11.1 hereof) consistently applied. The financial books and records of
the Company are in all material respects complete and correct, have been
maintained in accordance with good business

practices, and accurately reflect in all material respects the bases for the
consolidated financial condition and results of operation set forth in the
Financial Statements.

5.6. Absence of Changes. Except as set forth on Schedule 5.6
------------------ ------------
hereto, since the date of the December 31, 1999 Balance Sheet, there has not
been (i) any significant adverse change in the financial condition, results of
operations, assets or business of the Company, (ii) any repayment of any
indebtedness or any borrowing of or agreement to borrow any money or any
material Liabilities (as defined in Section 11.1 hereof) incurred by the
Company, other than Liabilities incurred in the ordinary course of business,
(iii) any material asset or property of the Company made subject to a Lien, (iv)
any declaration or payment of dividends on, or other distributions with respect
to, or any direct or indirect redemption or repurchase of, any shares of the
capital stock of the Company, (v) any issuance of any stocks, bonds or other
securities of the Company, or any options, warrants or rights or agreements or
commitments to purchase or issue such securities (other than the Preferred
Shares), (vi) any mortgage, pledge, sale, assignment or transfer of any material
tangible or intangible assets of the Company, except with respect to assets
effected in the ordinary course of business to persons not related to the
Company, (vii) any loan by the Company to any officer, director, employee or
shareholder of the Company or any affiliate thereof, (viii) any material damage,
destruction or loss (whether or not covered by insurance) adversely affecting
the assets, property or business of the Company, (ix) any purchase or other
acquisition of assets or property by the Company other than in the ordinary
course of business, (x) any significant change in the accounting methods or
practices followed by the Company, (xi) any operation of the business of the
Company outside of the ordinary course of business and inconsistent with past
practice, (xii) any waiver of any valuable right of the Company, or the
cancellation or reduction of any material debt or claim held by the Company, or
(xiii) except as provided by this Agreement, any commitment or agreement
(contingent or otherwise) to do any of the foregoing.

5.7. Power and Authority. The Company has the requisite corporate
-------------------
power and authority to execute and deliver this Agreement and all other
agreements and certificates referred to in, or contemplated by, this Agreement
and to perform its obligations hereunder and thereunder. The execution,
delivery and performance of this Agreement and all other agreements and
certificates referred to in, or contemplated by, this Agreement have been duly
authorized by all necessary corporate action on the part of the Company. This
Agreement has been duly executed and delivered by the Company and is (and such
other agreements and certificates, when executed and delivered, will be) the
valid and binding obligations of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, moratorium, insolvency, reorganization or other similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally and general equitable principles (whether considered in a proceeding
in equity or at law).

5.8. Tax Matters. The Company has timely filed all Tax Returns (as
-----------
defined in Section 11.1 hereof) that it has been required to file through the
date hereof, and has paid in full all Taxes (as defined in Section 11.1 hereof)
which were due and payable by it through the date hereof. The provisions for
Taxes reflected on the December 31, 1999 Balance Sheet are adequate to cover
accrued and unpaid Taxes of the Company for all periods ending on or before

December 31, 1999 and, to the Company's knowledge (as defined in Section 11.1
hereof), nothing has occurred subsequent to that date to make such provisions
inadequate. The Company has established and is maintaining current accruals
that are accurately reflected in the books and records of the Company and are
adequate for the payment of any Taxes incurred but not yet due and payable with
respect to the property and operations of the Company through the date hereof.
No waivers or extensions of any applicable statute of limitations for the
assessment or collection of Taxes with respect to any Tax Returns of the Company
are currently in effect or are currently proposed. The Company has collected or
withheld and paid over to the proper governmental or regulatory bodies all Tax-
related amounts required to be so collected or withheld and paid over under all
applicable Laws. No action, suit, proceeding, investigation, audit, claim or
assessment is presently pending or, to the Company's knowledge, threatened with
regard to any Taxes that relate to the Company for which the Company is or could
reasonably be expected to be liable. There is no unresolved written claim by a
taxing authority in any jurisdiction where the Company does not anticipate to
file Tax Returns that it is or could reasonably be expected to be subject to
taxation by such jurisdiction. There are no Liens for Taxes (other than for
Taxes not yet due and payable) upon any assets or property of the Company. Each
Purchaser hereby acknowledges that the foregoing representations and warranties
made in this Section 5.8 do not apply in respect of Accurate Components Inc.
("Accurate") or Market Trading Concepts Inc. ("Market Trading") (recently
acquired, wholly-owned subsidiaries of the Company), but, to the knowledge of
the Company, such representations and warranties are true and correct with
respect to Accurate and Market Trading. Each Purchaser hereby further
acknowledges that the representations and warranties made in respect of Accurate
and Market Trading as to Tax matters in that certain Stock Purchase Agreement by
and between the Company, Accurate, Market Trading and Xxxxxxx Xxxxx, dated
November 12, 1999, have been made available to the Purchasers (or a
representative thereof) for their review.

The Company (i) has not made any other election pursuant to the Code
(as defined in Section 11.1 hereof) other than elections that relate to matters
of accounting, depreciation, or amortization, that could reasonably be expected
to have a material adverse effect on its financial condition, its business as
presently conducted or presently proposed to be conducted or any of its property
or assets; and (ii) at no time has filed a consent to the application of Section
341(f)(2) of the Code to any property or assets held, acquired or to be acquired
by it, and will not file any such consent prior to Closing. The Company is not
a party to any tax allocation or sharing agreement, and has no liability for the
Taxes of any other entity under Treasury Regulation (S)1.1502-6 (or any similar
provision of state, local or foreign law), as a transferee or successor, by
contract, or otherwise.

5.9. Compliance with Laws; Permits. Except as set forth on
-----------------------------
Schedule 5.9 hereto, the Company is in compliance in all material respects with
------------
all Laws applicable to it or any of its property or operations. The Company has
not received any written notice from any governmental authority of its violation
or alleged violation of any Law. The Company has all licenses, permits, orders
and approvals of federal, state, local and foreign governmental or regulatory
bodies necessary for the conduct of its business and operations as currently
conducted (collectively, "Permits"). All material Permits of the Company are
set forth on Schedule 5.9A hereto and are valid and in full force and effect.
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No violations have occurred in respect of any

such Permit and no action or proceeding is pending nor, to the Company's
knowledge, threatened to revoke or limit any such Permit. The representations
and warranties contained in the first two sentences of this Section 5.9 do not
cover matters relating to Environmental Laws (as defined in Section 11.1
hereof), which matters are covered by Section 5.19 hereof.

5.10. No Breach; Consents; Payments. The execution, delivery and
-----------------------------
performance of this Agreement and all other agreements or certificates referred
to in, or contemplated by, this Agreement by the Company and the consummation of
the transactions contemplated hereby and thereby will not (i) result in any Lien
upon any property of the Company; or (ii) violate, conflict with or otherwise
result in the breach of any of the terms and conditions of, result in a material
modification of or accelerate or trigger the rights of any person under, or
constitute (or, with the giving of notice or lapse of time or both, would
constitute) a default or termination under (a) any of the Company Constituent
Documents; (b) assuming the Consents and waivers listed on Schedule 5.10 hereto
-------------
are obtained on or prior to the Closing Date, any material contract or other
agreement to which the Company is a party or by or to which the Company or any
of its property is bound or subject; (c) any Law applicable to the Company or
any of its property or operations; or (d) any Permit. Except as set forth on

Schedule 5.10, and other than any blue-sky or other securities law filings, no
-------------
Consent is required on the part of the Company in connection with the execution,
delivery or performance of this Agreement or the consummation of the
transactions contemplated hereby. There are no payments, Liabilities or
obligations under or pursuant to any Law or material contract or other agreement
to which the Company is a party which are required to be made or performed by
the Company to any person, arising out of or as a result of the transactions
contemplated by this Agreement.

5.11. Litigation; Claims. Except as set forth on Schedule 5.11
------------------ -------------
hereto, there are no suits or actions, administrative, arbitration or other
proceedings or governmental investigations pending or, to the Company's
knowledge, threatened against or affecting the Company or any of its property or
assets. Except as set forth on Schedule 5.11, to the Company's knowledge, no
-------------
person has notified the Company of a material claim against the Company alleging
any personal property or economic injury, loss or damage incurred as a result of
or relating to the use of any products sold by or on behalf of, or services
rendered by, the Company. There is no judgment, order, injunction, decree or
award against the Company which is not satisfied and remains outstanding.

5.12. Employment Matters. The Company has not at any time during
------------------
the last three (3) years had nor, to the Company's knowledge, is there now
threatened any walkout, strike, picketing, work stoppage, planned work slowdown
or any similar occurrence. There are no material controversies or grievances
pending or, to the Company's knowledge, threatened between the Company and any
of its employees. No union or other collective bargaining unit has been
certified or formally recognized by the Company.

5.13. Material Agreements. The Company is in compliance with the
-------------------
terms and conditions of its contracts and other agreements, except where the
failure to be in such compliance could not reasonably be expected to have a
material adverse effect on the business, operations, assets or condition
(financial or otherwise) of the Company, taken as a whole.

5.14. Real Estate. The Company does not own, in fee or otherwise,
-----------
or have the right or obligation to acquire any real property or buildings.
Schedule 5.14 hereto sets forth all leases, subleases or other agreements (oral
-------------
or written) pursuant to which the Company has the right to use or occupy any
real property (the "Leases"). True and correct copies of the Leases have been
delivered or made available to the Purchasers (or a representative thereof).
Each Lease is a valid agreement in full force and effect and creates a good and
valid leasehold estate in the property leased thereby. The Company is in
compliance in all material respects with the provisions of each Lease and no
other party thereto is, to the Company's knowledge, in material default
thereunder. The Company is not a real property holding company within the
meaning of Section 847 of the Code (as defined in Section 11.1 hereof).

5.15. Company Intangible Property. Schedule 5.15 hereto sets forth
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all United States and foreign patents, registered copyrights, registered
trademarks, service marks and trade names, applications for any of the
foregoing, and material written permits, grants, options and licenses or other
rights in writing running to or from the Company relating to any Company
Intangible Property (as defined below). The Company has either all right, title
and interest in, or valid and binding rights under contract to use, all items of
Company Intangible Property material to, or necessary to conduct, the business
of the Company as presently conducted. No material item of the Company
Intangible Property (other than any patents and patent rights) infringes upon or
violates any rights owned or held by any other person. To the Company's
knowledge, none of the patents and patent rights included in the Company
Intangible Property infringes upon or violates any rights owned or held by any
other person. There is not pending nor, to the Company's knowledge, threatened
any claim, suit or action against the Company contesting or challenging the
rights of the Company in or to any Company Intangible Property or the validity
of any of the Company Intangible Property. To the Company's knowledge, there is
no infringement upon or unauthorized use of any material item of the Company
Intangible Property owned by the Company by any third party. The Company is not
in default (or, with the giving of notice or lapse of time or both, would be in
such default) under any material contract to use Company Intangible Property
required to be disclosed on Schedule 5.15. Neither the Company, nor any
-------------
associate (as defined in Section 11.1 hereof) thereof nor any officer, director
or affiliate or immediate family member, as the case may be, thereof has any
right to or interest in any Company Intangible Property, including, without
limitation, any right to payments (by royalty or otherwise) in respect of any
use or transfer thereof.

"Company Intangible Property" means all patents and patent rights,
trademarks and trademark rights, trade names and tradename rights, service marks
and service mark rights, service names and service name rights, brand names,
inventions, processes, formulae, copyrights and copyright rights, trade dress,
business and product names, logos, slogans, designs, trade secrets, industrial
models, proprietary data, methodologies, computer programs and software
(including all source codes) and related documentation, technical information,
manufacturing, engineering and technical drawings, know-how, inventions, works
of authorship, management information systems, and all pending applications for
and registrations of patents, trademarks, service marks and copyrights used in
the business of the Company, in each such case, including all forms (e.g.,
----
electronic media, computer disks) in which such items are recorded.

5.16. Title to Properties and Assets. The Company has good title
------------------------------
to all of the property and assets owned or purported to be owned by it and
reflected as assets on the December 31, 1999 Balance Sheet and those not so
reflected on the December 31, 1999 Balance Sheet because not required to be
reflected thereon, but which are used in the Company's business, or because
acquired by the Company since the date of the December 31, 1999 Balance Sheet
(except for inventory or other assets disposed of or licensed in the ordinary
course of business since the date of the December 31, 1999 Balance Sheet), free
and clear of any Lien, except (i) Liens for Taxes not yet due and payable; (ii)
Liens of materialmen, mechanics, carriers, landlords and like persons which are
not due and payable or which are being contested in good faith and which are not
material in the aggregate; and (iii) Liens as set forth on Schedule 5.16 hereto.
-------------
Other than in the ordinary course of business and/or as disclosed on Schedules
---------
5.15 and 5.18 hereto, no person has any written or oral agreement, option,
----- ----
understanding, commitment or any right or privilege to purchase, lease or
license any material item of the Company's property or assets.

5.17. Employee Benefit Plans. Schedule 5.17 hereto contains a true
---------------------- -------------
and complete list of all Employee Benefit Plans maintained by the Company (or
any affiliate thereof) or under which the Company has any obligations (other
than obligations to make current wage or salary payments) in respect of any of
the employees of the Company or their beneficiaries (each individually, an
"Employee Benefit Plan" and collectively, the "Employee Benefit Plans"). The
Company has delivered or made available to the Purchasers (or a representative
thereof) copies of all material documents, as such may have been amended to the
date hereof, embodying the Employee Benefit Plans, all trust documents, all
reasonably available determination letters issued by the Internal Revenue
Service (the "IRS"), employee booklets, summaries and descriptions, the most
recent compliance and nondiscrimination tests (if any), the most recent Form
5500 reports, standard COBRA forms and notices, any correspondence or inquiry by
the IRS or the Department of Labor, and any material employee communications, in
each case relating to any Employee Benefit Plan.

All Employee Benefit Plans have complied in all material respects in
form, operation and administration with their respective provisions, any
applicable provisions of ERISA, the Code and all other applicable Laws. All
contributions to and payments from the Employee Benefit Plans that have been
required to be made in accordance with the provisions of the Employee Benefit
Plans and, where applicable, ERISA and the Code have been made or are adequately
accrued and reflected on the books and records of the Company. There are no
unfunded material Liabilities in respect of any such Employee Benefit Plan.
Neither the Company nor, to the Company's knowledge, any of its officers,
employees or agents has committed any breach of fiduciary responsibility with
respect to the Employee Benefit Plans to which ERISA is applicable which could
reasonably be expected to subject the Company to any material Liability under
ERISA. The Company is not obligated to make contributions to any Multiemployer
Plan (as defined in Section 11.1 hereof). There are options covering 2,167,300
shares of Common Stock eligible to be granted and which have not heretofore been
granted pursuant to existing stock option, stock appreciation, stock grant or
similar plans of the Company.

5.18. Transactions with Related Parties. Except as set forth on
---------------------------------
Schedule 5.18 hereto, no director, officer or affiliate of the Company nor any
-------------
of their immediate family members, as the case may be: (i) has borrowed money
from or loaned money to the Company that has not been repaid; (ii) has an
interest in any property, rights or assets owned and/or used by the Company in
its business; or (iii) is party to any contract or other agreement with the
Company or is engaged in any material transaction or arrangement with the
Company.

5.19. Environmental Matters. The Company has: (i) complied in all
---------------------
material respects with all Environmental Laws; (ii) not received any written
notice from any governmental authority that any real property now or formerly
owned, leased, managed, operated or otherwise used by it is on any federal,
state or foreign "superfund" or similar list or has been the site of any
activity giving rise to any Liability; (iii) not received any written notice of
any Environmental Claim (as defined in Section 11.1 hereof); and (iv) stored,
handled, used, released, discharged and disposed of all substances used in their
operations and wastes or by-products from their operations, whether Hazardous
Materials (as defined in Section 11.1 hereof) or not, in material compliance
with all Environmental Laws. To the Company's knowledge, no Hazardous Materials
or other substances or wastes have been spilled, released, discharged or
disposed of from, on or under any property owned, leased or operated by the
Company during the Company's occupancy. The Company has no material Liability
with respect to the clean-up or remediation of any treatment, storage or
disposal site or facility.

5.20. Year 2000. The Company's critical information technology
---------
systems that are used in, or required for the conduct of, its business as
currently conducted or presently proposed to be conducted may be used during and
after the calendar year 2000 without material error or delay relating to date
data and will not otherwise fail to: (i) deal with or account for transitions
or comparisons from, into and between the years 1999 and 2000 accurately; (ii)
recognize or accurately process any specific date in the year 1999 or 2000; or
(iii) account accurately for the year 2000's status as a leap year, including
recognition and processing of the correct date on February 29, 2000.

5.21. Brokers. The Company has not made any agreement or taken any
-------
other action causing anyone to become entitled to a finder's or broker's fee or
commission as a result of the transactions contemplated hereby.

6. COVENANTS AND AGREEMENTS.
------------------------

6.1. Pre-Closing Covenants and Agreements. The parties covenant
------------------------------------
and agree from the date hereof until the earlier of the Closing Date or the
termination of this Agreement (in accordance with its terms) as follows:

(a) Ongoing Company Operations. The Company shall conduct its
--------------------------
business diligently and substantially in the same manner as heretofore conducted
and use reasonable efforts to preserve the present relationships between the
Company and its suppliers, distributors, customers and others having significant
business relations with it, and shall not, except with the Purchasers' prior
written consent or as contemplated by this Agreement: (i) declare, make or pay
any distributions or dividends on its capital stock or any other equity
securities; (ii) enter into or

amend any agreement or transaction with any person or entity who or which is an
associate or an affiliate of the Company; (iii) permit or engage in any of the
actions or transactions set forth in Section 5.6 hereof; (iv) issue or grant any
shares of capital stock or other securities, whether or not such are exercisable
for, convertible into or exchangeable for shares of capital stock or such other
securities of the Company or any of its subsidiaries, other than the Preferred
Shares and stock options granted to employees, officers or directors (or Common
Stock issued upon the exercise of stock options); (v) amend or repeal the
Company Constituent Documents; or (vi) enter into any agreement to take any of
the foregoing actions except as required by this Agreement.

(b) Investigation by the Purchasers. The Purchasers may, through
-------------------------------
their respective authorized representatives (including, without limitation,
their counsel, accountants and consultants), upon reasonable prior notice make
such investigations of the property, offices and operations of the Company and
such review of the financial condition of the Company as they deem necessary or
advisable in connection with the transactions contemplated hereby, including,
without limitation, any investigations enabling them to familiarize themselves
with such property, offices, operations and financial condition; provided, that
--------
no unreasonable interference with the normal business operations of the Company
shall thereby be caused. The Company shall permit the Purchasers and their
respective authorized representatives, subject to the foregoing provisions of
this Section 6.1(b), to have access to the premises and to the books and records
of the Company upon reasonable prior notice, and shall permit such Purchasers
the right to make copies of such books and records and excerpts therefrom.

(c) Further Assurances. Each of the parties shall prior to, on or
------------------
after the Closing, as may be appropriate, execute such documents and other
papers and take such other further actions as may be reasonably required to
carry out the provisions hereof and to effectuate the transactions contemplated
by this Agreement. Each party shall use its reasonable best efforts to fulfill
or obtain the fulfillment of the conditions to the Closing within such party's
control, including obtaining any Consents required in connection herewith.

(d) Additional Disclosure. The Company shall promptly notify the
---------------------
Purchasers and furnish the Purchasers with any information that such other party
may reasonably request with respect to the occurrence of any event or condition
or the existence of any fact that would cause any of the conditions to such
party's obligation to consummate the transactions contemplated by this Agreement
not to be fulfilled.

(e) Maintenance of Insurance. Until the Closing, the Company shall
------------------------
maintain in full force and effect its current insurance policies unless,
simultaneously with any termination or lapse thereof, replacement policies shall
be in full force and effect that provide coverage at levels and amounts equal to
or greater than the coverage under such current policies.

(f) Supplemental Disclosure. Each of the parties agrees that, with
-----------------------
respect to the representations and warranties made by it in this Agreement, it
will have a continuing obligation to promptly supplement and/or amend the
Schedules to this Agreement with respect to any matter hereafter arising or
discovered that, if existing or known on the date of this

Agreement, would have been required to be set forth in, or described in the
Schedules to, this Agreement.

(g) Amended and Restated Stockholders Agreement. At the Closing,
-------------------------------------------
the Purchasers shall duly execute and deliver to the Company, and thereby agree
to be bound by, the Third Amended and Restated Stockholders Agreement, between
the Company and the current shareholders of the Company substantially in the
form of Exhibit C attached hereto (the "Stockholders Agreement").

(h) Amended and Restated Registration Rights Agreement. At the
--------------------------------------------------
Closing, the Purchasers shall duly execute and deliver to the Company, and
thereby agree to be bound by, the Third Amended and Restated Registration Rights
Agreement, between the Company and the current shareholders of the Company
substantially in the form of Exhibit D attached hereto (the "Registration Rights
---------
Agreement").

6.2. Post-Closing Covenants and Agreements. The Company and the
-------------------------------------
Purchasers hereby covenant and agree as follows:

(a) Fees and Disbursements. The Company and the Purchasers shall
----------------------
pay their own fees, costs and expenses, including the fees and disbursements of
any counsel and accountants retained by any of them, incurred in connection with
the preparation, execution, delivery and performance of this Agreement and the
transactions contemplated hereby, whether or not the transactions contemplated
hereby are consummated; provided, however, that the Company shall reimburse the
-------- -------
Purchasers for up to an aggregate of $15,000 of their fees, costs and expenses
if the transactions contemplated hereby shall close.

7. CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO CLOSE;
---------------------------------------------------------------
PURCHASER DELIVERIES. The obligation of the Company to complete the Closing is
--------------------
subject to the fulfillment on or prior to the Closing Date of all of the
following conditions, any one or more of which (other than Section 7.1 hereof)
may be waived by the Company in writing:

7.1. No Legal Proceedings. No court or governmental action or
--------------------
proceeding shall have been instituted or threatened to restrain, materially
delay or prohibit the transactions contemplated hereby.

7.2. Representations and Warranties. The representations and
------------------------------
warranties of the Purchasers contained in this Agreement shall be true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if such representations and warranties shall have been made
on and as of the Closing Date.

7.3. Purchase Price. The Company shall have received the full
--------------
Purchase Price from the Purchasers; provided, however, that if one or more of
the Purchasers shall, for any reason, fail to deliver its portion of the
Purchase Price, the Company may, in its sole discretion, elect to close the
transactions contemplated hereby and issue and sell the Preferred Shares to
those Purchasers who shall have delivered their respective portions of the
Purchase Price.

7.4. Related Agreements. The Purchasers shall have duly executed and
------------------
delivered to the Company the Stockholders Agreement and the Registration Rights
Agreement.

7.5. Consents. The Company shall have received all Consents and
waivers from its existing shareholders necessary to effectuate the transactions
contemplated hereby.

8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASERS TO
------------------------------------------------------------
CLOSE; COMPANY DELIVERIES. The obligations of the Purchasers to complete the
-------------------------
Closing are subject to the fulfillment on or prior to the Closing Date of all of
the following conditions, any one or more of which (other than Section 8.1
hereof) may be waived by the Purchasers, other than the condition set forth in
Section 8.5 below which may be waived only by a Purchaser severally, in writing:

8.1. No Legal Proceedings. No court or governmental action or
--------------------
proceeding shall have been instituted or threatened to restrain, materially
delay or prohibit the transactions contemplated hereby.

8.2. Agreements and Covenants. On or before the Closing Date, the
------------------------
Company shall have complied with and duly performed in all material respects all
agreements and covenants on its part to be complied with and performed by such
date pursuant to this Agreement.

8.3. Representations and Warranties. The representations and
------------------------------
warranties of the Company contained in this Agreement shall be true and correct
in all material respects on and as of the Closing Date with the same force and
effect as if such representations and warranties shall have been made on and as
of the Closing Date.

8.4. Officer's Certificate. The Purchaser shall have received a
---------------------
certificate, dated the Closing Date, executed by a duly authorized officer of
the Company certifying that the conditions set forth in Sections 8.1, 8.2 and
8.3 hereof shall have been fulfilled.

8.5. Preferred Shares. Each Purchaser shall have received from the
----------------
Company a stock certificate evidencing the number of Preferred Shares set forth
opposite such Purchaser's name on Exhibit A hereto; provided, that any Purchaser
--------- --------
in respect of which the Company shall be prepared to issue and sell Preferred
Shares pursuant hereto shall not be able to avail itself of this condition as it
may relate to other Purchasers.

8.6. Opinion of the Company's Counsel. The Purchasers shall have
--------------------------------
received a legal opinion, dated the Closing Date, of Xxxxxxxxxxx & Xxxxxxxx LLP,
corporate counsel to the Company, substantially in the form of Exhibit E
---------
attached hereto.

8.7. Secretary's Certificate. The Purchasers shall have received a
certificate, dated the Closing Date and executed by the Secretary of the
Company, setting forth a copy of the resolutions adopted by the Board of
Directors of the Company duly authorizing and approving the execution and
delivery of this Agreement and the consummation of the transactions

contemplated hereby, a copy of the Company's Bylaws and a copy of the Restated
Certificate in the form filed with the New York Secretary of State.

8.8. Valid Existence Certificate. The Company shall have delivered
---------------------------
to the Purchasers a certificate evidencing the valid existence of the Company
certified by the Secretary of State of the State of New York.

8.9. Related Agreements. The Company and the other parties thereto
------------------
shall have duly executed and delivered to the Purchasers the Stockholders
Agreement and the Registration Rights Agreement.

8.10. Consents. The Company shall have received all Consents and
waivers from its existing shareholders necessary to effectuate the transactions
contemplated hereby.

8.11. Restated Certificate of Incorporation. The Company shall have
-------------------------------------
provided to the Purchasers evidence that the Company's Restated Certificate of
Incorporation has been filed with the New York Secretary of State.

8.12. Common Stock Purchase Agreement. As a condition to the
-------------------------------
obligations of Integral Capital Partners IV, L.P. and Integral Capital Partners
IV MS Side Funds, L.P. hereunder only, the Common Stock Purchase Agreement by
and among Xxxxx and Xxxxx Xxxxxxxx and Integral Capital Partners IV, L.P. and
Integral Capital Partners IV MS Side Fund, L.P. shall have been executed by and
delivered to the parties thereto.

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Notwithstanding any
------------------------------------------
right of the Purchasers fully to investigate the affairs and conditions of the
Company, the Purchasers have the right to rely upon the representations,
warranties, covenants and agreements of the Company expressly contained in this
Agreement. All representations and warranties contained in this Agreement
(including the Schedules hereto), except for those representations and
warranties contained in Sections 4.2, 4.4, 4.6, 5.1, 5.2, 5.3, 5.4, 5.7, 5.8,
5.10, 5.17, 5.18 and 5.21 hereof, shall survive for eighteen (18) months
following the Closing Date. The representations and warranties contained in
Section 5.18 hereof shall survive for three (3) years following the Closing
Date, the representations and warranties in Sections 4.2, 4.6, 5.1, 5.2, 5.3,
5.4, 5.7 and 5.10 hereof shall survive the Closing Date indefinitely, and the
representations and warranties contained in Sections 4.4, 5.8, 5.17 and 5.21
hereof shall survive until the expiration of any applicable statute of
limitations. All covenants and agreements contained herein which are to be
performed after the Closing shall survive until fully performed in accordance
with their terms, and all covenants and agreements contained herein which are,
in accordance with their terms, to be performed at or prior to the Closing shall
survive for eighteen (18) months following the Closing Date. No claim or cause
of action resulting from a breach hereunder may be asserted unless asserted in
writing to the party as to which there is alleged a breach prior to the
expiration of the applicable survival period; provided, however, that the
-------- -------
representations, warranties, covenants and agreements contained herein shall
survive after the applicable survival period with respect to any claim made in
writing in accordance with this Agreement by a party prior to the expiration
thereof until, and shall expire when, such claim or cause of action is finally
resolved.

10. INDEMNIFICATION.
---------------

10.1. Obligation of the Company to Indemnify. Subject to the
limitations and expiration dates contained in Section 9 hereof and to this
Section 10, the Company shall indemnify, defend and hold harmless the Purchasers
and each of their respective directors, officers, equityholders, affiliates,
successors and permitted assigns from and against, and shall pay and/or
reimburse the foregoing persons for, any and all losses, liabilities, claims,
obligations, damages, costs and expenses (including reasonable attorneys' fees
and disbursements and other costs incurred or sustained by an Indemnitee (as
defined below) in connection with the defense or prosecution of any claim,
action or proceeding) (collectively, "Losses") relating to or arising out of the
breach of any representation, warranty, covenant or agreement of the Company
contained in this Agreement.

10.2. [intentionally omitted]

10.3. Notice to Indemnifying Party. If a Purchaser (or any related
----------------------------
indemnitees) receives notice of any claim or the commencement of any action or
proceeding (the "Indemnitee") with respect to which the Company is obligated to
provide indemnification (the "Indemnifying Party") pursuant to Section 10.1
hereof, the Indemnitee shall give the Indemnifying Party written notice thereof
within a reasonable period of time following the Indemnitee's receipt of such
notice. Such notice shall describe the claim in reasonable detail and shall
indicate the amount (estimated if necessary) of the Losses that have been or may
be sustained by the Indemnitee. The Indemnifying Party may, subject to the
other provisions of this Section 10.3, compromise or defend, at such
Indemnifying Party's own expense and by such Indemnifying Party's own counsel,
any such matter involving the asserted liability of the Indemnitee in respect of
a third-party claim. If the Indemnifying Party elects to compromise or defend
such asserted liability, it shall within thirty (30) days (or sooner, if the
nature of the asserted liability so requires) notify the Indemnitee of its
intent to do so, and the Indemnitee, shall reasonably cooperate, at the request
and reasonable expense of the Indemnifying Party, in the compromise of, or
defense against, such asserted liability. The Indemnifying Party will not be
released from any obligation to indemnify the Indemnitee hereunder with respect
to a claim without the prior written consent of the Indemnitee, unless the
Indemnifying Party delivers to the Indemnitee a duly executed agreement settling
or compromising such claim with no monetary liability to or injunctive relief
against the Indemnitee and a complete release of the Indemnitee with respect
thereto. The Indemnifying Party shall have the right, except as otherwise
provided below in this Section 10.3, to conduct and control the defense of any
third-party claim made for which it has been provided notice hereunder. All
reasonable costs and fees incurred with respect to any such claim will be borne
by the Indemnifying Party. The Indemnitee will have the right to participate,
but not control, at its own expense, the defense or settlement of any such
claim; provided, that if the Indemnitee and the Indemnifying Party shall have
--------
conflicting claims or defenses, the Indemnifying Party shall not have control of
such conflicting claims or defenses and the Indemnitee (and all related
Indemnitees) shall be entitled to appoint a separate counsel for such claims and
defenses at the reasonable cost and expense of the Indemnifying Party. If the
Indemnifying Party chooses to defend any claim, the Indemnitee

shall make available to the Indemnifying Party any books, records or other
documents within its control that are reasonably required for such defense.

10.4. Limitations on Indemnification. (a) The Company shall be
------------------------------
obligated to indemnify any Indemnitee(s) pursuant to Section 10.1 hereof with
respect to any Losses incurred by such Indemnitee(s) only if and to the extent
that the aggregate amount of Losses for claims made by all Indemnitees shall
exceed $200,000, in which case only the excess over $200,000 shall be subject to
indemnification hereunder. The foregoing $200,000 minimum requirement shall not
apply in respect of claims or actions arising out of or resulting from
breach(es) of Sections 5.1, 5.2, 5.3, 5.4, 5.7, 5.10 and 5.21 hereof.

(b) In no event shall the Company or the Purchasers, as the case may
be, be liable to any Indemnitee(s) hereunder for special, consequential,
indirect, incidental or punitive damages or penalties.

(c) Notwithstanding anything to the contrary contained in this
Agreement, the aggregate liability of the Company for any and all Losses
incurred by the Purchasers (and all related Indemnitees) and for which the
Purchasers (and all related Indemnitees) would otherwise be entitled to
indemnification hereunder shall not exceed $50,000,000.

(d) Any indemnification payment(s) payable pursuant to this Agreement
shall be decreased by and to the extent of any insurance proceeds or Tax
benefits obtained by an Indemnitee in respect of the Losses giving rise to such
indemnification payment(s).

(e) To the extent reasonably practicable, the Purchasers shall seek to
combine and jointly pursue any claims or actions that they may have in respect
of a breach by the Company of any of its representations, warranties or
agreements contained herein.

10.5. Exclusive Remedy. Each of the Purchasers acknowledges and
----------------
agrees that (absent securities or other fraud) the sole and exclusive remedy and
recourse (at law or in equity) with respect to any and all Losses relating to or
arising out of the subject matter of this Agreement shall be pursuant, and
subject, to the indemnification provisions set forth in this Section 10.

11. MISCELLANEOUS.
-------------

11.1. Certain Definitions. As used in this Agreement, the following
-------------------
terms shall have the following meanings unless the context otherwise clearly
requires:

(a) "affiliate," with respect to any person, means and includes any
---------
other person, directly or indirectly, controlling, controlled by or under common
control with such person.

(b) "associate" shall have the meaning ascribed thereto in Rule 405 of
---------
the Securities Act.

(c) "CAPSxpert Database" means the collection of information on
------------------
electronic components, including semiconductor devices and integrated circuits,
PCB-type connectors, multipin connectors, resistors, capacitators and inductors.

(d) "Code" means the Internal Revenue Code of 1986, as amended, and
----
the applicable Treasury Regulations (as hereinafter defined).

(e) "contract or other agreement" means and includes all contracts,
---------------------------
agreements, understandings, indentures, notes, bonds, loans, instruments,
leases, mortgages, commitments, obligations or other binding arrangements, oral
or written.

(f) "Environmental Claim" means any and all administrative, regulatory
-------------------
or judicial actions, suits, demands, demand letters, directives, claims, Liens,
investigations, proceedings or notices of noncompliance or violation (written or
oral) by any person alleging potential Liability (including Liability for
enforcement, investigatory costs, cleanup costs, governmental response costs,
removal costs, remedial costs, natural resources damages, property damages,
personal injuries or penalties) arising out of, based on or resulting from (i)
the presence, or release or threatened release into the environment, of any
Hazardous Materials at any location (whether or not owned) presently or formerly
operated, leased or managed by the Company, as applicable, or (ii) any and all
claims by any third party seeking damages, contribution, indemnification, cost
recovery, compensation or injunctive relief resulting from the presence or
release of any Hazardous Materials.

(g) "Environmental Laws" mean any laws, statutes, regulations, rules
------------------
or orders which relate to or otherwise impose Liability or a standard of conduct
concerning the discharge, emission, storage, treatment, transportation,
handling, release, threatened release, or disposal of Hazardous Materials,
including, but not limited to, the Air Pollution Control Act, as amended, the
Federal Water Pollution Control Act, as amended, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, the Resource
Conservation and Recovery Act of 1976, as amended, and the Toxic Substances
Control Act of 1976, as amended, and any other similar federal, state or local
statutes.

(h) "GAAP" means United States generally accepted accounting
----
principles.

(i) "Hazardous Materials" means any pollutant, contaminant, hazardous,
-------------------
radioactive or toxic substance, material, constituent or waste, or any other
waste, substance, chemical or material regulated under any Environmental Law,
including (i) petroleum, crude oil and any fractions thereof, (ii) natural gas,
synthetic gas and any mixtures thereof, (iii) asbestos and/or asbestos-
containing material, (iv) radon and (v) polychlorinated biphenyls ("PCBs") or
materials or fluids containing PCBs.

(j) "Laws" means all federal, state, local and foreign laws, statutes,
----
ordinances, regulations, orders, judgments, injunctions, awards or decrees.

(k) "Liabilities" means debts, liabilities or obligations, whether
-----------
absolute or contingent, asserted or unasserted, accrued or unaccrued, liquidated
or unliquidated, matured or unmatured, due or to become due, or fixed or
unfixed.

(l) "Lien" means and includes any lien, pledge, mortgage, security
----
interest, claim, lease, charge, option, right of first refusal or offer,
easement, servitude, transfer restriction or voting requirement under any or
similar agreement, or any other encumbrance, restriction or limitation
whatsoever. "Lien" shall not include any liability pursuant to Section 630 of
the BCL.

(m) "Multiemployer Plan" means a multiemployer plan within the meaning
------------------
of Section 3(37) or Section 4001(a)(3) of ERISA.

(n) "person" means any individual, corporation, partnership, firm,
------
joint venture, association, joint-stock company, trust, unincorporated
organization, governmental or regulatory body or other entity.

(o) "property" means real, personal or mixed property, tangible or
--------
intangible.

(p) "Tax Returns" means all written returns, declarations, reports,
-----------
forms, estimates, information returns and statements filed in respect of any
Taxes and supplied to any taxing authority in connection with any Taxes.

(q) "Taxes" (or "Tax" where the context requires) means all federal,
----- ---
state, county, local, foreign and other taxes (including, without limitation,
income, profits, premium, estimated, excise, sales, use, occupancy, gross
receipts, franchise, ad valorem, severance, capital levy, production, transfer,
withholding, employment, unemployment compensation, payroll-related and property
taxes, and other governmental charges and assessments), whether or not measured
in whole or in part by net income, and including deficiencies, interest,
additions to tax or interest and penalties with respect thereto.

(r) "the Company's knowledge" means the actual knowledge of the
-----------------------
executive officers of the Company after reasonable investigation.

(s) "Treasury Regulations" means the regulations promulgated under the
--------------------
Code.

11.2. Publicity. "No publicity release or announcement concerning
---------
this Agreement or the transactions contemplated hereby shall be issued without
advance approval of the form and substance thereof jointly by the Company and
the Purchasers (which approval shall not be unreasonably withheld, delayed or
conditioned) other than any announcement required by applicable securities laws
or the rules and regulations of any stock or similar exchange to which a party
is subject; provided, that the party making such disclosure shall notify the
--------
other party reasonably in advance of such disclosure.

11.3. Notices. Any notice or other communication required or which
-------
may be given hereunder shall be in writing and shall be delivered personally,
sent by facsimile

transmission (with confirming copy by overnight courier), or by a recognized
overnight courier for next business day delivery, certified, registered, or
express mail, postage or fees prepaid, and shall be deemed given when so
delivered personally, sent by facsimile transmission with electronic
confirmation of receipt or the next business day after delivered to such
overnight courier or express mail service or, if mailed, five (5) days after the
date of mailing, as follows:

if to the Company, to:

PartMiner, Inc.
000 Xxxx Xxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel
Fax: (000) 000-0000

with a copy to:

Xxxxxxxxxxx & Xxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000

if to any of the Purchasers, to the respective addresses as set
forth on Schedule 11.3 hereto.
-------------

Any party may by notice given in accordance with this Section 11.3 to
the other parties designate another address or person for receipt of notices
hereunder.

11.4. Entire Agreement. This Agreement (including the Schedules
----------------
and Exhibits hereto) and the agreements and certificates executed in connection
with the consummation of the transactions contemplated hereby (the "Agreements")
embody the entire agreement and understanding of the parties with respect to the
subject matter hereof and shall supersede all prior agreements and
understandings, written or oral, between the parties. The parties hereby
acknowledge and agree that the only representations and warranties made by the
parties in connection with the transactions contemplated hereby are those
expressly made in writing and contained herein. No oral representations or
warranties have been made or implied by any party.

11.5. Waivers and Amendments. This Agreement may be amended,
----------------------
superseded or canceled only by a written instrument executed by the Company and
the Purchasers. Any of the terms or conditions hereof may be waived only by a
written instrument signed by the party or parties to be bound thereby. No delay
on the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any party
of any right, power or privilege hereunder, nor any single or partial exercise
of any right,

power or privilege hereunder, preclude any other or further exercise thereof or
the exercise of any other right, power or privilege
hereunder.

11.6. Binding Effect; Assignment. This Agreement shall be binding
--------------------------
upon and inure to the benefit of the parties and their respective successors and
permitted assigns. Neither this Agreement nor any rights or obligations
hereunder shall be assignable (including by way of distribution or liquidation)
or delegable by any party except with the prior written consent of the other
party.

11.7. Variations in Pronouns. All pronouns and any variations
----------------------
thereof refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.

11.8. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

11.9. Headings. The headings in this Agreement are for reference
--------
purposes only and shall not in any way affect or limit the meaning or
interpretation of this Agreement.

11.10. No Strict Construction. The language used in this Agreement
----------------------
has been negotiated by the parties and shall be deemed to be the language chosen
by the parties to express their mutual intent, and no rule of strict
construction will be applied against any party.

11.11. Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely within such jurisdiction.

11.12. No Third-Party Beneficiaries. Except as provided in Section
----------------------------
10.1 hereof, there are no intended third-party beneficiaries to this Agreement
and this Agreement does not confer, and shall not be construed to confer, upon
any person, other than the parties, any rights, privileges or remedies hereunder
or otherwise.

11.13. Subsidiaries. For purposes of this Agreement, all
------------
references to the Company in this Agreement shall, unless the context
specifically indicates otherwise, be deemed to be references to the Company and
its subsidiaries.

11.14. Actions by Purchasers. Unless otherwise specifically
---------------------
provided herein, all actions or determinations required or permitted herein to
be taken or made by the Purchasers, including, without limitation, Sections
6.1(b), 8, 11.2 and 11.5 hereof, shall be deemed to have been consented to by
all Purchasers if Purchasers holding (or shall have agreed to purchase, as the
case may be) 66 2/3% of the Preferred Shares shall agree to take such actions or
make such determinations; provided, however, that no amendment of this Agreement
-------- -------
which has a disproportionate adverse effect on a particular Purchaser shall be
effective against such Purchaser unless consented to by such Purchaser.

11.15. Other Engagements and Activities; Use of Name.
---------------------------------------------

(a) The investment in the Company being made by The Xxxxxxx Xxxxx
Group, Inc. (together, with any affiliates thereof, a "GS Entity" of the "GS
Entities") pursuant to the Agreements, and any subsequent investments in the
Company by any GS Entity after the date hereof, is being made notwithstanding
any engagement, prior to or subsequent to the date hereof, by the Company of any
GS Entity as financial advisor, agent or underwriter to the Company.
Notwithstanding anything in any of the Agreements to the contrary (except for
Section 8.08 of the Stockholders Agreement), no GS Entity shall be restricted in
any way from engaging in any brokerage, investment advisory, financial advisory,
anti-raid advisory, financing, asset management, trading, market making,
arbitrage and other similar activities conducted in the ordinary course of its
business.

(b) Neither the Company nor any of its affiliates shall use the
names of any GS Entity in any press release, notice or other publication without
the prior written consent of such GS Entity, which such consent shall not be
unreasonably withheld or delayed; provided, however, that such GS Entity
-------- -------
acknowledges and agrees that the Company may issue a press release upon the
closing of the sale of the Preferred Shares stating the total amount invested in
the Company and a list of the purchasers, and may describe The Xxxxxxx Xxxxx
Group, Inc.'s relationship with the Company in any prospectus filed by or on
behalf of the Company in connection with its initial public offering.

IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.

PARTMINER, INC.

By: /s/ Xxxxxx Xxxxxxxxx
______________________________
Name: Xxxxxx Xxxxxxxxx
Title: President and Chief Executive Officer

INTEGRAL CAPITAL PARTNERS IV, L.P.
By: Integral Capital Management IV, LLC
its General Partner

By: /s/ Xxxxxx X. Xxxxxxx
______________________________
Name: Xxxxxx X. Xxxxxxx
Title: Manager

INTEGRAL CAPITAL PARTNERS IV MS SIDE
FUND, L.P.
By: Integral Capital Partners NBT, LLC
its General Partner

By: /s/ Xxxxxx X. Xxxxxxx
______________________________
Name: Xxxxxx X. Xxxxxxx
Title: Manager

AGILE SOFTWARE CORPORATION

By: /s/ Xxxxxx X. Xxxxxxxx
______________________________
Name:
Title:

IMPACT VENTURE PARTNERS, L.P.

By: /s/ Xxxx Xxxx
______________________________
Name:
Title:

OMI PARTNERSHIP HOLDINGS LTD.

/s/ A.R. Melman
By:________________________________________
Name:
Title:

GENERATION CAPITAL PARTNERS L.P.
By: Generation Partners L.P., as General Partner

By: Generation Capital Company LLC,
as General Partner

/s/ Xxxx Xxxxxxxx
By:________________________________________
Name: Xxxx Xxxxxxxx
Title: Managing Director

STATE BOARD OF ADMINISTRATION OF FLORIDA
By: Generation Parallel Management Partners L.P.,
as Manager

By: Generation Capital Company LLC,
as General Partner

/s/ Xxxx Xxxxxxxx
By:________________________________________
Name: Xxxx Xxxxxxxx
Title: Managing Director

GENERATION PARALLEL MANAGEMENT
PARTNERS L.P.
By: Generation Capital Company LLC,
as General Partner

/s/ Xxxx Xxxxxxxx
By:________________________________________
Name: Xxxx Xxxxxxxx
Title: Managing Director

BROADVIEW SLP

/s/ Xxxxx Xxxxxx
By:________________________________________
Name:
Title:

THE XXXXXXX XXXXX GROUP, INC.

/s/ Xxxxxx Xxxxxxxxx
By:________________________________________
Name:
Title:

CAHNERS INFORMATION HOLDINGS, INC.

/s/ Xxxxxxx Xxxxxxxx
By:________________________________________
Name:
Title:

SEACOAST CAPITAL PARTNERS LIMITED
PARTNERSHIP
By: Seacoast I Advisors LLC,
its General Partner

/s/ Xxxx X. Xxxxxxx
By:________________________________________
Name:
Title:

SEACOAST INVESTORS LLC

/s/ Xxxx X. Xxxxxxx
By:________________________________________
Name:
Title:

BOSTON VENTURES LIMITED PARTNERSHIP V
By: Boston Ventures Management, Inc.

/s/ Xxxxx Xxxxxx
By:________________________________________
Name:
Title:

VULCAN SECURITIES LIMITED

/s/ Xxxxxxx xxx Xxxxxx
By:________________________________________
Name:
Title:

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EXHIBIT 10.19 PREFERRED STOCK PURCHASE AGREEMENT

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