8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 14, 2002

Date of Report

(Date of earliest event reported)

Aspect Communications Corporation

(Exact Name of Registrant as Specified in Charter)

California	0-18391	94-2974062
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1320 Ridder Park Drive

San Jose, CA 95131

(Address of Principal Executive Offices, with Zip Code)

(408) 325-2200

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 5.    Other Events and Required FD Disclosure.

On November 14, 2002, Aspect Communications Corporation (the “Company”) entered into a Preferred Stock Purchase Agreement (the “Purchase Agreement”) with Vista Equity Fund II, L.P. (“Vista”) whereby Vista has agreed to purchase, subject to certain conditions, 50,000 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Shares”) at a purchase price of $1,000 per Series B Share. When issued, the Series B Convertible Preferred Stock will be subject to the terms and conditions set forth in the Form of Certificate of Determination of Rights, Preferences and Privileges attached hereto as Exhibit 3.1 and incorporated herein by reference. Pursuant to the Form of Registration Rights Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference, the Company will agree to prepare and file with the Securities and Exchange Commission one or more registration statements covering the resale of the shares of the Company’s Common Stock issuable upon the conversion of the Series B Shares. The terms of the private placement are more fully set forth in the Preferred Stock Purchase Agreement attached hereto as Exhibit 4.1 and incorporated herein by reference.

Additionally, on November 14, 2002, the Company amended its Preferred Share Rights Agreement, dated as of May 11, 1999, by and between the Company and EquiServe Trust Company, N.A., as amended by Amendment No. 1 to Preferred Share Rights Agreement, dated as of December 12, 2001 (as amended, the “Rights Agreement”), to exclude Vista from the definition of an Acquiring Person under the Rights Agreement, but only with respect to Vista’s purchase and beneficial ownership of Series B Shares and other equity securities representing up to 34.9% of the issued and outstanding Common Stock of the Company, as adjusted from time to time for any adjustments to the conversion price of Series B Shares into Common Stock of the Company and any repurchase by the Company of its capital stock. This description of the amendment to the Rights Agreement is qualified in its entirety by Amendment No. 2 to Preferred Share Rights Agreement (“Amendment No. 2”) included in an amendment to the Company’s Form 8-A as filed with the Securities and Exchange Commission on November 20, 2002, which Amendment No. 2 is incorporated herein by reference.

On November 14, 2002, the Company issued a press release related to the Purchase Agreement and the transactions contemplated thereby. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements: Not Applicable.

(b) Pro Forma Financial Information: Not Applicable.

(c) Exhibits:

3.1 Form of Certificate of Determination of Rights, Preferences and Privilege of Series B Convertible Preferred Stock of Aspect Communications Corporation.

4.1 Preferred Stock Purchase Agreement, dated as of November 14, 2002, by and between Aspect Communications Corporation and Vista Equity Fund II, L.P.

10.1 Form of Registration Rights Agreement dated as of November 14, 2002, by and between Aspect Communications Corporation and Vista Equity Fund II, L.P.

99.1 Press Release issued November 14, 2002.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Aspect Communications Corporation
Date:  November 20, 2002	By:	/s/  Gary A. Wetsel
		Gary A. Wetsel Executive Vice President, Finance, Chief Financial Officer and Chief Administrative Officer (Principal Financial and Accounting Officer)

ASPECT COMMUNICATIONS CORPORATION

INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Form of Certificate of Determination of Rights, Preferences and Privileges of Series B Convertible Preferred Stock of Aspect Communications Corporation.
4.1	Preferred Stock Purchase Agreement dated as of November 14, 2002, by and between Aspect Communications Corporation and Vista Equity Fund II, L.P.
10.1	Form of Registration Rights Agreement dated as of November 14, 2002, by and between Aspect Communications Corporation and Vista Equity Fund II, L.P.
99.1	Press Release issued November 14, 2002.

EX-3.1

                                                                     EXHIBIT 3.1

               CERTIFICATE OF DETERMINATION OF RIGHTS, PREFERENCES
                                AND PRIVILEGES OF

                      SERIES B CONVERTIBLE PREFERRED STOCK

                                       OF

                        ASPECT COMMUNICATIONS CORPORATION

     The undersigned, Beatriz V. Infante and Christine Gorjanc, do hereby
certify:

     1. That they are the duly elected and acting Chief Executive Officer and
Assistant Secretary, respectively, of Aspect Communications Corporation, a
California corporation (the "Company").

     2. That pursuant to the authority conferred upon the Board of Directors by
the Articles of Incorporation of the said Company, the said Board of Directors
on October 10, 2002 adopted the following resolutions creating a series of
shares of Preferred Stock designated as Series B Convertible Preferred Stock:

     "RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Company by the Articles of Incorporation, the Board of Directors does
hereby provide for the issue of a series of Preferred Stock, $0.01 par value, of
the Company, to be designated "Series B Convertible Preferred Stock," initially
consisting of 50,000 shares and to the extent that the designations, powers,
preferences and relative and other special rights and the qualifications,
limitations and restrictions of the Series B Convertible Preferred Stock are not
stated and expressed in the Articles of Incorporation, does hereby fix and
herein state and express such designations, powers, preferences and relative and
other special rights and the qualifications, limitations and restrictions
thereof, as follows (all terms used herein which are defined in the Articles of
Incorporation shall be deemed to have the meanings provided therein):



     1. Number; Rank. The number of authorized shares of Series B Convertible
Preferred Stock (the "Series B Preferred Stock") shall be 50,000. The Series B
Preferred Stock shall, with respect to dividend rights and rights on
liquidation, dissolution and winding up rank senior to all classes of the
Company's common stock, par value $0.01 per share ("Common Stock"), the
Company's Series A participating preferred stock, par value $0.01 per share (the
"Series A Preferred Stock"), and to each other class or series of capital stock
of the Company now or hereafter established (collectively with the Common Stock
and the Series A Preferred Stock, the "Junior Securities"). The definition of
Junior Securities shall also include any rights or options exercisable for or
convertible into any of the Junior Securities.

     2. Dividends.

     (a) When and as declared by the Company's Board of Directors (the "Board")
and to the extent permitted under applicable law, the Company shall pay
preferential dividends in cash to the holders of Series B Preferred Stock, as
provided in this Section 2; provided that the Company shall be permitted to pay
up to 50% of accrued and unpaid dividends on the Series B Preferred Stock in the
form of Conversion Stock (which shall be valued at the Market Price thereof as
of the date of payment). Dividends on each share of Series B Preferred Stock
(each such share, a "Share") shall accrue on a daily basis at the rate of 10%
per annum of the Liquidation Value plus accumulated and unpaid dividends
thereon. Such dividends on the Shares shall accrue in each case from and
including the date of issuance of such Share to and including the first to occur
of the date on which (i) the Liquidation Payment of such Share is paid to the
holder thereof in connection with a Liquidation Event, (ii) such Share is
redeemed by the Company pursuant to the provisions hereof, (iii) such Share is
converted into shares of Conversion Stock hereunder or (iv) such Share is
otherwise acquired by the Company. Such dividends shall accrue whether or not
they have been declared and whether or not there are profits, surplus or other
funds of the Company legally available for the payment of dividends. The date on
which the Company initially issues any Share shall be deemed to be its "date of
issuance" regardless of the number of times transfer of such Share is made on
the stock records maintained by or for the Company and regardless of the number
of certificates which may be issued to evidence such Share.

     (b) To the extent not paid on June 30 and December 31 of each year
(collectively, the "Dividend Reference Dates"), beginning on the first June 30
or December 31 following the initial issuance of the Series B Preferred Stock,
all dividends which have accrued on each Share outstanding during the six-month
period (or other period in the case of the initial Dividend Reference Date)
ending upon each such Dividend Reference Date shall be accumulated and shall
remain accumulated dividends with respect to such Share until paid to the holder
thereof.

     (c) Except as otherwise provided herein, if at any time the Company pays
less than the total amount of dividends then accrued with respect to the Series
B Preferred Stock, such payment shall be distributed pro rata among the holders
thereof based upon the aggregate accrued but unpaid dividends on the Shares held
by each such holder.

                                        2



     (d) In case the Company shall fix a record date for the making of any
dividend or distribution to holders of Common Stock, whether payable in cash,
securities or other property (other than dividends or distributions payable
solely in Common Stock), the holder of each Share on such record date shall be
entitled to receive an equivalent dividend or distribution based on the number
of shares of Common Stock into which such Share is convertible on such record
date.

     (e) So long as any Shares are outstanding and except as provided in the
Rights Agreement dated as of May 11, 1999, (i) no Junior Securities shall be
redeemed, purchased or otherwise acquired for any consideration (or any moneys
be paid to or made available for a sinking fund for the redemption of any shares
of any such stock) by the Company, directly or indirectly (except by conversion
into or exchange for Junior Securities), and (ii) no dividends or distributions
shall be declared or paid on any Junior Security, in each case without the prior
written consent of the holders of a majority of the Shares then outstanding.

     3. Liquidation Preference.

     (a) In the event of any liquidation, dissolution or winding up of the
Company (whether voluntary or involuntary) (a "Liquidation Event"), before any
payment or distribution of the assets of the Company (whether capital or
surplus) shall be made to or set apart for the holders of Junior Securities, the
holder of each Share shall be entitled to receive an amount per share equal to
the greater of (i) 100% of the Liquidation Value of such Share, or in the case
of a Liquidation Event which is a Change of Control, 125% of the sum of the
Liquidation Value of such Share plus all accrued and unpaid dividends thereon,
and (ii) the amount such holder would be entitled to receive if such Share had
been converted into Conversion Stock immediately prior to such Liquidation Event
(such greater amount, such Share's "Liquidation Payment"), and such holders
shall not be entitled to any further payment. If, upon any liquidation,
dissolution or winding up of the Company, the assets of the Company, or proceeds
thereof, distributable among the holders of the Shares shall be insufficient to
pay in full the preferential amount aforesaid, then such assets, or the proceeds
thereof, shall be distributed among the holders of Shares ratably in accordance
with the respective amounts that would be payable on such Shares if all amounts
payable thereon were paid in full. A Change of Control shall, at the option of
the holders of a majority of the Series B Preferred Stock, be deemed to be a
Liquidation Event. Not less than 30 days prior to the payment date stated
therein, the Company shall mail written notice of any Liquidation Event to each
record holder of Series B Preferred Stock, setting forth in reasonable detail
the amount of proceeds payable under each of clause (i) and clause (ii) above
with respect to each Share.

     (b) After payment shall have been made in full to the holders of the Series
B Preferred Stock, as provided in this paragraph 3, any other series or class or
classes of Junior Securities shall, subject to the respective terms and
provisions (if any) applying thereto, be entitled to receive any and all assets
remaining to be paid or distributed to holders of capital stock of the Company,
and the holders of the Series B Preferred Stock shall not be entitled to share
therein.

                                       3



     4. Redemption.

     (a) On or after the ten year anniversary of the Series B Closing Date,
subject to applicable law, the Company shall, upon the written request of any
holder of Series B Preferred Stock, redeem any outstanding Shares held by such
holder in accordance with the terms of this paragraph 4. The Company shall be
obligated on such date of redemption to pay to such holder with respect to each
Share held by such holder an amount in cash in immediately available funds equal
to 125% of the sum of the Liquidation Value of such Share plus all accrued and
unpaid dividends thereon (the "Redemption Price"). If the funds of the Company
legally available for redemption of Shares on such date of redemption are
insufficient to pay the Redemption Price for the total number of Shares to be
redeemed on such date, those funds which are legally available shall be used to
redeem the maximum possible number of Shares pro rata among the holders of the
Shares to be redeemed based upon the aggregate Redemption Price of such Shares
held by each such holder. At any time thereafter when additional funds of the
Company are legally available for the redemption of Shares, such funds shall
immediately be used to pay the balance of the Redemption Price for the Shares
which the Company was obligated to redeem but which it has not redeemed;
provided that the Redemption Price for each Share shall be calculated as of the
day such Share is actually redeemed.

     (b) In case fewer than the total number of Shares represented by any
certificate are redeemed, a new certificate representing the number of
unredeemed Shares shall be issued to the holder thereof without cost to such
holder within ten (10) business days after surrender of the certificate
representing the redeemed Shares.

     (c) No Share shall be entitled to any rights, preferences or privileges
hereunder after the date on which the Redemption Price of such Share is paid in
full to the holder of such Share. On such date, all rights of the holder of such
Share shall cease, and such Share shall no longer be deemed to be issued and
outstanding.

     (d) Any Shares which are redeemed or otherwise acquired by the Company
shall be canceled and retired and shall not be reissued, sold or transferred.

     5. Conversion.

     (a) (i) Each holder of Shares shall have the right, at any time and from
time to time, at such holder's option, to convert its outstanding Shares, in
whole or in part, into fully paid and non-assessable shares of Conversion Stock.
The number of shares of Conversion Stock deliverable upon conversion of one
Share shall be equal to the Liquidation Value of such Share on the date of
conversion, divided by the Conversion Price on the date of conversion. In order
to exercise the conversion privilege set forth in paragraph 5(a), the holder of
the Shares to be converted shall surrender the certificate representing such
Shares at the principal office of the Company, with a written notice of election
to convert completed and signed, specifying the number of Shares to be
converted. Each conversion pursuant to paragraph 5(a) shall be deemed to have
been effected immediately prior to the close of business on the date on which
the certificates for Shares shall have been surrendered and such notice received
by the Company as aforesaid, and the person in whose name or names any
certificate or certificates for shares of Conversion Stock shall be issuable
upon such conversion shall be deemed to have become the holder of record of the
shares of Conversion Stock represented thereby at such time on such date.

                                       4



Effective upon such conversion, the Shares so converted shall no longer be
deemed to be outstanding, and all rights of a holder with respect to such Shares
surrendered for conversion shall immediately terminate except the right to
receive the Conversion Stock and other amounts payable pursuant to this
paragraph 5.

     (ii) Notwithstanding any other provision hereof, if a conversion of Shares
is to be made in connection with any transaction, the conversion of any Shares
may, at the election of the holder thereof, be conditioned upon the consummation
of such transaction in which case such conversion shall not be deemed to be
effective until immediately prior to the time such transaction has been
consummated.

     (iii) As soon as possible after a conversion has been effected, the Company
shall deliver to the converting holder (A) a certificate or certificates
representing the number of shares of Conversion Stock issuable by reason of such
conversion in such name or names and such denomination or denominations as the
converting holder has specified, (B) payment in an amount equal to the amount,
if any, payable under paragraph 5(a)(vii) below with respect to such conversion;
and (C) a certificate representing any Shares which were represented by the
certificate or certificates delivered to the Company in connection with such
conversion but which were not converted.

     (iv) The issuance of certificates for shares of Conversion Stock upon
conversion of Series B Preferred Stock shall be made without charge to the
holders of such Series B Preferred Stock for any issuance tax in respect thereof
or other cost incurred by the Company in connection with such conversion and the
related issuance of shares of Conversion Stock. Upon conversion of each Share,
the Company shall take all such actions as are necessary in order to ensure that
the Conversion Stock issuable with respect to such conversion shall be validly
issued, fully paid and nonassessable, and free and clear of all taxes, liens,
charges and encumbrances with respect to the issuance thereof.

     (v) The Company shall not close its books against the transfer of Series B
Preferred Stock or of Conversion Stock issued or issuable upon conversion of
Series B Preferred Stock in any manner which interferes with the timely
conversion of Series B Preferred Stock. The Company shall assist and cooperate
with any holder of Shares required to make any governmental filings or obtain
any governmental approval prior to or in connection with any conversion of
Shares hereunder (including making any filings required to be made by the
Company).

     (vi) The Company shall at all times following the issuance of the Series B
Preferred Stock reserve and keep available out of its authorized but unissued
shares of Conversion Stock, solely for the purpose of issuance upon the
conversion of the Series B Preferred Stock, such number of shares of Conversion
Stock issuable upon the conversion of all outstanding Series B Preferred Stock.
The Company shall take all such actions as may be necessary to ensure that all
such shares of Conversion Stock may be so issued without violation of any
applicable law or governmental regulation or any requirements of any domestic
securities exchange upon which shares of Conversion Stock may be listed (except
for official notice of issuance which shall be delivered by the Company upon
each such issuance). The Company shall not take any action which would cause the
number of authorized but unissued shares of

                                       5



Conversion Stock to be less than the number of such shares required to be
reserved hereunder for issuance upon conversion of the Series B Preferred Stock.

     (vii) In connection with the conversion of any Shares, no fractional shares
of Conversion Stock shall be issued, but in lieu thereof the Company shall pay
to the holder thereof the value of such share of Conversion Stock in cash as
determined by reference to the Market Price as of the date of conversion.

     (b) Conversion Price.

     (i) The initial "Conversion Price" is $2.25. In order to prevent dilution
of the conversion rights granted under this paragraph 5, the Conversion Price
shall be subject to adjustment from time to time pursuant to this paragraph 5.

     (ii) If and whenever on or after the original date of issuance of the
Series B Preferred Stock the Company issues or sells, or in accordance with
paragraph (c) below is deemed to have issued or sold, any shares of its
Conversion Stock without consideration or at a price per share less than the
Conversion Price in effect immediately prior to such issuance or sale (or deemed
issuance or sale), then in each such case, the Conversion Price, upon each such
issuance or sale, except as hereinafter provided, shall be lowered so as to be
equal to an amount determined by multiplying the Conversion Price in effect
immediately prior to such issuance or sale by the following fraction:

                          P + N
                        ---------
                          P + F

          where

          P    = the number of shares of Conversion Stock outstanding
               immediately prior to such issuance or sale, assuming the exercise
               or conversion of all outstanding Convertible Securities at any
               time on or after the date of such calculation

          N    = the number of shares of Conversion Stock which the net
               aggregate consideration, if any, received by the Company for the
               total number of such additional shares of Conversion Stock so
               issued or sold would purchase at the Conversion Price in effect
               immediately prior to such issuance or sale

          F    = the number of additional shares of Conversion Stock so issued
               or sold

     (iii) Notwithstanding the foregoing, there shall be no adjustment in the
Conversion Price as a result of any issue or sale (or deemed issue or sale) of
(w) Options to acquire shares of Common Stock to employees, officers, directors,
consultants and agents of the Company pursuant to the Stock Option Plan so long
as the exercise price of such Options is not less than the Fair Market Value of
the Company's Common Stock (as defined in the Stock Option Plan) on the date
such Options are issued as determined by the Board in its good faith judgment,
(x) shares of Common Stock issuable pursuant to the exercise of such Options,
(y) shares of Common Stock issued upon conversion of the Series B Preferred
Stock, or (z) any

                                       6



issuance of shares of Common Stock pursuant to the exercise of Options
outstanding as of the Series B Closing Date.

     (c) Effect on Conversion Price of Certain Events. For purposes of
determining the adjusted Conversion Price under paragraph (b), the following
shall be applicable:

     (i) Issuance of Rights or Options. Except for Options granted in accordance
with the provisions of paragraph (b)(iii) above, if the Company in any manner
grants or sells any Options and the price per share for which Common Stock is
issuable upon the exercise of such Options, or upon conversion or exchange of
any Convertible Securities issuable upon exercise of such Options, is less than
the Conversion Price in effect immediately prior to the time of the granting or
sale of such Options, then the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon conversion or exchange of the
total maximum amount of such Convertible Securities issuable upon the exercise
of such Options shall be deemed to be outstanding and to have been issued and
sold by the Company at the time of the granting or sale of such Options for such
price per share. For purposes of this paragraph, the "price per share for which
Common Stock is issuable" shall be determined by dividing (A) the total amount,
if any, received or receivable by the Company as consideration for the granting
or sale of such Options, plus the minimum aggregate amount of additional
consideration payable to the Company upon exercise of all such Options, plus in
the case of such Options which relate to Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable to the Company
upon the issuance or sale of such Convertible Securities and the conversion or
exchange thereof, by (B) the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon the conversion or exchange of
all such Convertible Securities issuable upon the exercise of such Options. No
further adjustment of the Conversion Price shall be made when Convertible
Securities are actually issued upon the exercise of such Options or when Common
Stock is actually issued upon the exercise of such Options or the conversion or
exchange of such Convertible Securities.

     (ii) Issuance of Convertible Securities. If the Company in any manner
issues or sells any Convertible Securities and the price per share for which
Common Stock is issuable upon conversion or exchange thereof is less than (a)
the Conversion Price in effect immediately prior to the time of such issue or
sale, then the maximum number of shares of Common Stock issuable upon conversion
or exchange of such Convertible Securities shall be deemed to be outstanding and
to have been issued and sold by the Company at the time of the issuance or sale
of such Convertible Securities for such price per share. For the purposes of
this paragraph, the "price per share for which Common Stock is issuable" shall
be determined by dividing (A) the total amount received or receivable by the
Company as consideration for the issue or sale of such Convertible Securities,
plus the minimum aggregate amount of additional consideration, if any, payable
to the Company upon the conversion or exchange thereof, by (B) the total maximum
number of shares of Common Stock issuable upon the conversion or exchange of all
such Convertible Securities. No further adjustment of the Conversion Price shall
be made when Common Stock is actually issued upon the conversion or exchange of
such Convertible Securities, and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options for which adjustments of the
Conversion Price had been or are to be made pursuant to other provisions of this
Section 5, no further adjustment of the Conversion Price shall be made by reason
of such issue or sale.

                                       7



     (iii) Change in Option Price or Conversion Rate. Except for Options granted
in accordance with the provisions of paragraph (b)(iii) above, if (x) the
purchase price provided for in any Options, (y) the additional consideration, if
any, payable upon the conversion or exchange of any Convertible Securities, (z)
or the rate at which any Convertible Securities are convertible into or
exchangeable for Common Stock, changes at any time, the Conversion Price in
effect at the time of such change shall be immediately adjusted to the
Conversion Price which would have been in effect at such time had such Options
or Convertible Securities still outstanding provided for such changed purchase
price, additional consideration or conversion rate, as the case may be, at the
time initially granted, issued or sold; provided that if such adjustment would
result in an increase of the Conversion Price then in effect, such adjustment
shall not be effective until 10 days after written notice thereof has been given
by the Company to all holders of the Series B Preferred Stock. For purposes of
Section 5(c), if the terms of any Option or Convertible Security which was
outstanding as of the original date of issuance of the Series B Preferred Stock
are changed in the manner described in the immediately preceding sentence, then
such Option or Convertible Security and the Common Stock deemed issuable upon
exercise, conversion or exchange thereof shall be deemed to have been issued as
of the date of such change; provided that no such change shall at any time cause
the Conversion Price hereunder to be increased.

     (iv) Treatment of Expired Options and Unexercised Convertible Securities.
Upon the expiration of any Option or the termination of any right to convert or
exchange any Convertible Security without the exercise of any such Option or
right, the Conversion Price then in effect hereunder shall be adjusted
immediately to the Conversion Price which would have been in effect at the time
of such expiration or termination had such Option or Convertible Security, to
the extent outstanding immediately prior to such expiration or termination,
never been issued; provided that if such expiration or termination would result
in an increase in the Conversion Price then in effect, such increase shall not
be effective until 10 days after written notice thereof has been given to all
holders of the Series B Preferred Stock. For purposes of Section 5(c), the
expiration or termination of any Option or Convertible Security which was
outstanding as of the date of issuance of the Series B Preferred Stock shall not
cause the Conversion Price hereunder to be adjusted unless, and only to the
extent that, a change in the terms of such Option or Convertible Security caused
it to be deemed to have been issued after the original date of issuance of the
Series B Preferred Stock.

     (v) Calculation of Consideration Received. If any Common Stock, Option or
Convertible Security is issued or sold or deemed to have been issued or sold for
cash, the consideration received therefor shall be deemed to be the amount
received by the Company therefore (net of discounts, commissions, or broker or
placement agent expenses). If any Common Stock, Option or Convertible Security
is issued or sold for a consideration other than cash, the amount of the
consideration other than cash received by the Company shall be the fair value of
such consideration, except where such consideration consists of securities, in
which case the amount of consideration received by the Company shall be the
Market Price thereof as of the date of receipt. If any Common Stock, Option or
Convertible Security is issued to the owners of the non-surviving entity in
connection with any merger in which the Company is the surviving Company, the
amount of consideration therefor shall be deemed to be the fair value of such
portion of the net assets and business of the non-surviving entity as is
attributable to such Common Stock, Option or Convertible Security, as the case
may be. The fair value of any consideration other than cash and securities shall
be determined jointly by the Company and the

                                       8



holders of a majority of the outstanding Series B Preferred Stock. If such
parties are unable to reach agreement within a reasonable period of time, the
fair value of such consideration shall be determined by an independent appraiser
experienced in valuing such type of consideration jointly selected by the
Company and the holders of a majority of the outstanding Series B Preferred
Stock. The determination of such appraiser shall be final and binding upon the
parties, and the fees and expenses of such appraiser shall be borne by the
Company.

     (vi) Integrated Transactions. In case any Option is issued in connection
with the issue or sale of other securities of the Company, together comprising
one integrated transaction in which no specific consideration is allocated to
such Option by the parties thereto, the Option shall be deemed to have been
issued for a consideration of $.01.

     (vii) Treasury Shares. The number of shares of Common Stock outstanding at
any given time shall not include shares owned or held by or for the account of
the Company or any Subsidiary, and the disposition of any shares so owned or
held shall be considered an issue or sale of Common Stock.

     (viii) Record Date. If the Company sets a record date of the holders of
Common Stock for the purpose of entitling them (a) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (b) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then the date of payment or subscription shall be deemed to be the
date of the issue or sale of the shares of Common Stock deemed to have been
issued or sold upon the declaration of such dividend or upon the making of such
other distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

     (d) Subdivision or Combination of Common Stock. If the Company at any time
subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater
number of shares, the Conversion Price in effect immediately prior to such
subdivision shall be proportionately reduced, and if the Company at any time
combines (by reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

     (e) Reorganization, Reclassification, Consolidation, Merger or Sale. Any
recapitalization, reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Company's assets or other transaction, in
each case which is effected in such a manner that the holders of Common Stock
are entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock, is
referred to herein as an "Organic Change". Prior to the consummation of any
Organic Change, the Company shall make appropriate provisions (in form and
substance reasonably satisfactory to the holders of a majority of the Series B
Preferred Stock then outstanding) to insure that each of the holders of Series B
Preferred Stock shall thereafter have the right to acquire and receive, in lieu
of the shares of Conversion Stock immediately theretofore acquirable and
receivable upon the conversion of such holder's Series B Preferred Stock, such
shares of stock, securities or assets as such holder would have received in
connection with such Organic Change if such holder had converted its Series B
Preferred Stock immediately prior to such Organic Change. The

                                       9



Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof, the successor entity (if other than the Company)
resulting from consolidation or merger or the entity purchasing such assets
assumes by written instrument (in form and substance reasonably satisfactory to
the holders of a majority of the Series B Preferred Stock then outstanding), the
obligation to deliver to each such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.

     (f) Certain Events. If any event occurs of the type contemplated by the
provisions of this Section 5 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the Board shall
make an appropriate adjustment in the Conversion Price so as to protect the
rights of the holders of Series B Preferred Stock; provided that no such
adjustment shall increase the Conversion Price as otherwise determined pursuant
to this Section 5 or decrease the number of shares of Conversion Stock issuable
upon conversion of each Share.

     (g) Notices.

     (i) Immediately upon any adjustment of the Conversion Price, the Company
shall give written notice thereof to all holders of Series B Preferred Stock,
setting forth in reasonable detail and certifying the calculation of such
adjustment.

     (ii) The Company shall give written notice to all holders of Series B
Preferred Stock at least 20 days prior to the date on which the Company closes
its books or sets a record date (a) with respect to any dividend or distribution
upon Common Stock (other than the Company's ordinary Common Stock dividend), (b)
with respect to any pro rata subscription offer to holders of Common Stock or
(c) for determining rights to vote with respect to any Organic Change or
Liquidation Event.

     (iii) The Company shall also give written notice to the holders of Series B
Preferred Stock at least 20 days prior to the date on which any Organic Change
shall take place.

     (h) Conversion at the Option of the Company. In connection to the
consummation of a Qualified Public Offering, the Company may elect to cause all
or any portion of the outstanding shares of Series B Preferred Stock to be
converted into Conversion Stock pursuant to the terms of this Section 5,
provided that all the shares of Conversion Stock issued pursuant to such
conversion are sold pursuant to such Qualified Public Offering; provided further
that the Company deliver written notice of such election to each holder of
Series B Preferred Stock no later than ten Market Days prior to the date of
conversion. Any such conversion shall be deemed to have been effected
immediately prior to the consummation of the applicable Qualified Public
Offering.

     6. Voting Rights.

     (a) Except as otherwise provided in Section 6(b) or as required by law,
each holder of Series B Preferred Stock shall be entitled to vote on all matters
subject to a stockholders vote and shall be entitled to that number of votes
equal to the number of shares of

                                       10



Conversion Stock into which such holder's Shares could be converted, pursuant to
the provisions of Section 5 hereof, on the record date for the determination of
shareholders entitled to vote on such matter or, if no such record date is
established, on the date such vote is taken or any written consent of
shareholders is solicited. Except as otherwise expressly provided herein or as
required by law, the holders of Shares and Common Stock shall vote together as a
single class on all matters.

     (b) For so long as at least 10,000 Shares (or the equivalent underlying
Conversion Stock issued upon conversion of such shares of Series B Preferred
Stock; provided that such conversion occurred within 15 days of the Company's
declaration of a dividend to be paid on such Series B Preferred Stock, and;
provided further that such shares of Conversion Stock shall no longer count as
outstanding for purposes of this sentence after the tenth anniversary of the
date of this Agreement) remain outstanding (including for such calculation any
Shares which the holder is forced to convert pursuant to Section 5(h) above) (as
such share number is proportionately adjusted to reflect any stock dividend,
stock split, reverse stock split or other combination or subdivision of the
Series B Preferred Stock after the Series B Closing Date), in the election of
directors of the Company, the holders of the Series B Preferred Stock, voting
separately as a single class to the exclusion of all other classes of the
Company's capital stock and with each Share entitled to one vote, shall be
entitled to elect two (2) directors to serve on the Board until such directors'
successors are duly elected by the holders of the Series B Preferred Stock or
such directors are removed from office by the holders of the Series B Preferred
Stock. For so long as at least 5,000 Shares (or the equivalent underlying
Conversion Stock issued upon conversion of such shares of Series B Preferred
Stock; provided that such conversion occurred within 15 days of the Company's
declaration of a dividend to be paid on such Series B Preferred Stock, and;
provided further that such shares of Conversion Stock shall no longer count as
outstanding for purposes of this sentence after the tenth anniversary of the
date of this Agreement) remain outstanding (including for such calculation any
Shares that the holder is forced to convert pursuant to Section 5(h) above) (as
such share number is proportionately adjusted to reflect any stock dividend,
stock split, reverse stock split or other combination or subdivision of the
Series B Preferred Stock after the Series B Closing Date), in the election of
directors of the Company, the holders of the Series B Preferred Stock, voting
separately as a single class to the exclusion of all other classes of the
Company's capital stock and with each Share entitled to one vote, shall be
entitled to elect one (1) director to serve on the Board until such director's
successor is duly elected by the holders of the Series B Preferred Stock or such
director is removed from office by the holders of the Series B Preferred Stock.
If the holders of the Series B Preferred Stock for any reason fail to elect
anyone to fill any such directorship, such position shall remain vacant until
such time as the holders of the Series B Preferred Stock elect a director to
fill such position and shall not be filled by resolution or vote of the Board or
the Company's other stockholders. For so long as the holders of Series B
Preferred Stock are entitled to elect two directors, (x) the Board shall consist
of nine (9) directors unless the Company receives the prior written approval of
the holders of a majority of the Shares and for so long as the holders of Series
B Preferred Stock are entitled to elect one director, the Board shall consist of
at least eight (8) directors unless the Company receives the prior written
approval of the holders of a majority of the Shares, (y) the Company shall, at
the election of the holders of a majority of the Shares, cause the board of
directors of each Subsidiary of the Company to be comprised of the same members
as are on the Board, and (z) except as otherwise required by law, at least one
director so elected who shall be specified by the holders of a majority of the
Shares (and who may specify a different director for each such committee) shall
be appointed to

                                       11



the compensation committee and operating committee of the Board, and such other
committees of the Board and of the board of directors of each Subsidiary of the
Company as requested by the holders of a majority of the Shares.

     (c) In addition, so long as (1) any shares of Series B Preferred Stock (or
the equivalent underlying Conversion Stock issued upon conversion of such Series
B Preferred Stock; provided that such conversion occurred within 15 days of the
Company's declaration of a dividend to be paid on such Series B Preferred Stock,
and; provided further that such shares of Conversion Stock shall no longer count
as outstanding for purposes of this sentence after the tenth anniversary of the
date of this Agreement) remain outstanding with respect to the following clauses
(i), (ii) or (x) and (2) at least 10,000 shares of the Series B Preferred Stock
(or the equivalent underlying Conversion Stock issued upon conversion of such
Series B Preferred Stock; provided that such conversion occurred within 15 days
of the Company's declaration of a dividend to be paid on such Series B Preferred
Stock, and; provided further that such shares of Conversion Stock shall no
longer count as outstanding for purposes of this sentence after the tenth
anniversary of the date of this Agreement) remain outstanding with respect to
the following clauses (iii) through (ix), (xi) and (xii) (including for such
calculation any Shares that the holder is forced to convert pursuant to Section
5(h) above) (as such share number is proportionately adjusted to reflect any
stock dividend, stock split, reverse stock split or other combination or
subdivision of the Series B Preferred Stock after the Series B Closing Date),
the affirmative vote of the holders of a majority of the outstanding Shares
shall be necessary to: (i) alter or change the preferences, rights or powers of
the Series B Preferred Stock, (ii) create, authorize or issue any capital stock
that ranks prior (whether with respect to dividends or upon liquidation,
dissolution, winding up or otherwise) to or pari passu with the Series B
Preferred Stock, (iii) increase the authorized number of Shares, (iv) create,
authorize or issue any capital stock of the Company or any Subsidiary of the
Company or any security convertible into, exchangeable for, or that otherwise
gives the holder the right to obtain, capital stock of the Company or any
Subsidiary of the Company (other than (x) the shares of Conversion Stock
issuable upon conversion of Series B Preferred Stock, or (y) Options to acquire
shares of Common Stock issued to employees, officers, directors, consultants and
agents of the Company, or shares of Common Stock issuable pursuant to the
exercise of such Options, pursuant to the Stock Option Plan so long as the
exercise price of such Options is not less than the Fair Market Value of the
Company's Common Stock (as defined in the Stock Option Plan) on the date such
Options are issued as determined by the Board in its good faith judgment (or
with respect to the Company's Employee Stock Purchase Plan, at no less than the
price determined thereunder), or any issuance of shares of Common Stock pursuant
to the exercise of Options outstanding as of Series B Closing Date), (v) effect
a Change of Control, (vi) create or incur, or permit any Subsidiary of the
Company to create or incur, Indebtedness other than Indebtedness existing on the
date of issuance of the Series B Preferred Stock, Indebtedness approved in an
Annual Budget and other Indebtedness not to exceed $10,000,000 in the aggregate,
(vii) effect a voluntary liquidation, dissolution or winding up of the Company,
(viii) acquire, or permit any Subsidiary of the Company to acquire, any interest
in any company or business (whether by a purchase of assets, purchase of stock,
merger or otherwise), or enter into any joint venture involving the operation of
a business, or make any investment in any company or business, except
acquisitions and/or investments having an aggregate purchase price of less than
$10,000,000 in cash or other consideration, (ix) enter into, amend, modify or
supplement, or permit any Subsidiary of the Company to enter into, amend, modify
or supplement, any agreement, transaction, commitment or arrangement with any of
its or any Subsidiary's officers, directors, stockholders holding at least 2% of
the Common

                                       12



Stock or Affiliates or with any Immediate Family of any such individual or with
any entity in which any such Person or individual owns a beneficial interest,
except for employment arrangements and benefit programs approved by the Board or
the applicable board of directors of the Company's subsidiaries or authorized
committees thereof, (x) become subject to, or permit any of its Subsidiaries to
become subject to, (including by way of amendment to or modification of) any
agreement or instrument which by its terms would (under any circumstances)
restrict the Company's right to comply (but not the Company's ability to comply)
with these terms of the Series B Preferred Stock, (xi) approve or implement an
annual budget of the Company and its Subsidiaries (an annual budget so approved
by the holders of a majority of the outstanding Shares and the Board, an "Annual
Budget" (or "operating plan" as defined by the Company's management)) or
materially deviate from an Annual Budget (for purposes of clarity, it is noted
that payment of dividends by the Company is not an item required to be in the
Annual Budget and payments of dividends will not be a material deviation from
the Annual Budget); or (xii) allow the Company to change the compensation paid
to, or terminate the employment of, Beatriz V. Infante, Gary E. Barnett, Rod
Butters, Gary Wetsel or John Viera, or any replacements of any such individuals
or any Persons assuming similar roles, responsibilities or functions.

     7. Preemptive Rights.

     (a) Subject to Section 7(b) and 7(c) below, if the Company proposes to
issue any shares of Common Stock or any Common Stock Equivalents or any rights
to acquire Common Stock Equivalents, in each case after the Series B Closing
Date, the Company will offer to sell to each holder of Series B Preferred Stock
a number of such securities ("Offered Shares") so that the Ownership Ratio for
such holder immediately after the issuance of such securities (and assuming the
purchase of such Offered Shares) would be equal to the Ownership Ratio for such
holder immediately prior to such issuance of securities. The Company shall give
each such holder at least thirty (30) days written notice of any proposed
issuance, which notice shall disclose in reasonable detail the proposed terms
and conditions of such issuance (the "Issuance Notice"). Each such holder will
be entitled to purchase such securities at the same price, on the same terms
(including, if more than one type of security is issued, the same proportionate
mix of such securities), and at the same time as the securities are issued by
delivery of irrevocable written notice (the "Election Notice") to the Company of
such election within thirty (30) days after delivery of the Issuance Notice (the
"Preemptive Period"). If any such holder has elected to purchase any Offered
Shares, the sale of such shares shall be consummated as soon as practical after
the delivery of the Election Notice. To the extent such holders do not elect to,
or are not entitled to, purchase all of the Offered Shares, then the Company may
issue the remaining Offered Shares at a price and on terms no more favorable to
the transferee(s) thereof specified in the Issuance Notice during the 120-day
period following the Preemptive Period.

     (b) In lieu of giving notice to the holders prior to the issuance of new
securities as provided in Section 7(a) above, the Company may elect to give
notice to the holders within twenty (20) days after the issuance of new
securities. Such notice shall be equivalent to the Issuance Notice described in
Section 7(a) above and the Company will offer to sell to each holder of Series B
Preferred Stock a number of the Offered Shares so that the Ownership Ratio for
such holder (assuming the purchase of such Offered Shares) would be equal to the
Ownership Ratio for such holder immediately prior to such issuance of the new
securities. Each such holder

                                       13



will be entitled to purchase such securities at the same price, on the same
terms (including, if more than one type of security is issued, the same
proportionate mix of such securities).

     (c) The rights contained in this Section 7 shall not apply to the issuance
of Common Stock or Common Stock Equivalents or any rights to acquire Common
Stock Equivalents (i) as a stock dividend or upon any subdivision or stock split
of the outstanding shares of Common Stock; (ii) upon conversion of any shares of
convertible securities outstanding as of the Series B Closing Date; (iii) upon
conversion of any Shares; (iv) to officers, directors, consultants and other
employees or agents of the Company; (v) in connection with any stock split,
stock dividend or recapitalization of the Company, or (vi) pursuant to the
acquisition of another business entity by the Company by merger, purchase of
substantially all of the assets of such entity, or other transaction whereby the
Company acquires not less than a majority of the voting power of such entity.

     8. Definitions. The following terms, as used herein, shall have the
following meanings:

     "Affiliate" of any particular Person means any other Person controlling,
controlled by or under common control with such particular Person, where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through the ownership of voting
securities, contract or otherwise.

     "Change of Control" means: (i) the sale, lease, transfer, conveyance or
other disposition, in one or a series of related transactions, of all or
substantially all the assets of the Company and its subsidiaries taken as a
whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange
Act), or (ii) the consummation of any transaction (including any merger or
consolidation) the result of which is that any "person" (as defined above),
becomes the beneficial owner (as determined in accordance with Rules 13d-3 and
13d-5 under the Exchange Act except that a person will be deemed to have
beneficial ownership of all shares that such person has the right to acquire,
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of more than 50% of the Voting Securities of the
Company.

     "Common Stock Deemed Outstanding" means the number of shares of Common
Stock, determined on a fully diluted as if converted basis giving effect to all
outstanding securities convertible into or exchangeable for Common Stock
(collectively, "Common Stock Equivalents") and any options, warrants or other
rights to acquire Common Stock or Common Stock Equivalents.

     "Common Stock Equivalents" has the meaning set forth in the definition of
Common Stock Deemed Outstanding.

     "Conversion Stock" means shares of the Company's Common Stock, $0.01 par
value per share; provided that if there is a change such that the securities
issuable upon conversion of the Series B Preferred Stock are issued by an entity
other than the Company or there is a change in the type or class of securities
so issuable, then the term "Conversion Stock" shall mean one share of the
security issuable upon conversion of the Series B Preferred Stock if such
security is issuable in shares, or shall mean the smallest unit in which such
security is issuable if such security is not issuable in shares.

                                       14



     "Convertible Securities" means any stock or securities directly or
indirectly convertible into or exchangeable for Common Stock.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Immediate Family" means an individual's spouse, descendants (whether
natural or adopted), siblings, parents or grandparents.

     "Indebtedness" means at a particular time, without duplication, (i) any
indebtedness for borrowed money or issued in substitution for or exchange of
indebtedness for borrowed money, (ii) any indebtedness evidenced by any note,
bond, debenture or other debt security, (iii) any indebtedness for the deferred
purchase price of property or services with respect to which a Person is liable,
contingently or otherwise, as obligor or otherwise (other than trade payables
and other current liabilities incurred in the ordinary course of business which
are not more than six months past due), (iv) any commitment by which a Person
assures a creditor against loss (including contingent reimbursement obligations
with respect to letters of credit), (v) any indebtedness guaranteed in any
manner by a Person (including guarantees in the form of an agreement to
repurchase or reimburse), (vi) any obligations under capitalized leases with
respect to which a Person is liable, contingently or otherwise, as obligor,
guarantor or otherwise, or with respect to which obligations a Person assures a
creditor against loss, (vii) any indebtedness secured by a Lien on a Person's
assets and (viii) any unsatisfied obligation for "withdrawal liability" to a
"multiemployer plan" as such terms are defined under the Employee Retirement
Income Security Act of 1974, as amended.

     "Liquidation Value" on any date means, with respect to one Share, $1,000.00
(as such dollar amount is proportionately adjusted to reflect any stock
dividend, stock split, reverse stock split or other combination or subdivision
of the Series B Preferred Stock after the Series B Closing Date).

     "Market Day" means a day on which the principal national securities market
or exchange on which the Common Stock is listed or admitted for trading is open
for the transaction of business.

     "Market Price" of any security means the average of the closing prices of
such security's sales on all securities exchanges on which such security may at
the time be listed, or, if there has been no sales on any such exchange on any
day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day such security is not so
listed, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is
not quoted in the NASDAQ System, the average of the highest bid and lowest asked
prices on such day in the domestic over-the-counter market as reported by the
National Quotation Bureau, Incorporated, or any similar successor organization,
in each such case averaged over a period of 30 days consisting of the day as of
which "Market Price" is being determined and the 29 consecutive trading days
prior to such day. If at any time such security is not listed on any securities
exchange or quoted in the NASDAQ System or the over-the-counter market, the
"Market Price" shall be the fair value thereof determined jointly by the Company
and the holders of a majority of the Series B Preferred Stock. If such parties
are unable to reach agreement within a reasonable period of time, such fair
value shall be determined by an independent appraiser

                                       15



experienced in valuing securities jointly selected by the Company and the
holders of a majority of the Series B Preferred Stock. The determination of such
appraiser shall be final and binding upon the parties, and the Company shall pay
the fees and expenses of such appraiser.

     "Options" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

     "Ownership Ratio" means, as to a holder of Shares at the time of
determination, the percentage obtained by dividing the number of shares of
Common Stock owned by such holder at such time on a fully diluted as if
converted basis, by the aggregate number of shares of Common Stock Deemed
Outstanding at such time.

     "Person" as used herein means any corporation, limited liability company,
partnership, trust, organization, association, other entity or individual.

     "Qualified Public Offering" means the underwritten public offering of
Common Stock pursuant to an effective registration statement (Form S-1 or any
similar long form registration, or Form S-2 or S-3 or any similar short form
registration) under the Securities Act in which the price per share of Common
Stock paid by the public exceeds $8.00 (as such dollar amount may be adjusted to
reflect any stock dividend, stock split, reverse stock split or other
combination or subdivision of Common Stock after Series B Closing Date).

     "Securities Act" means the Securities Act of 1933, as amended.

     "Series B Closing Date" means the date of the initial issuance by the
Company of the Series B Preferred Stock.

     "Stock Option Plan" means any capital stock plan adopted by the Company for
the benefit of the Company's officers, employees, consultants, agents or
directors which has been or is approved by the Board of Directors or a committee
thereof that has the authority to administer any such plan, including, without
limitation, the Company's 1989 Director's Stock Option Plan, the Company's 1990
Employee Stock Purchase Plan, the Company's 1995 Ten-Year Plan, the Company's
Annual Retainer Compensation Plan for the Board of Directors, the Company's
Amended and Restated 1998 Directors' Stock Option Plan, the Company's Amended
and Restated 1996 Employee Stock Option Plan, the Company's 1999 Equity
Incentive Plan, the Voicetek Corporation 1992 Equity Incentive Plan, the
Voicetek Corporation 1996 Stock Option Plan, the PakNetX Corporation 1997 Stock
Plan and the Newborn Stock Option Plan.

     "Subsidiary" means, with respect to any Person, any company, limited
liability company, partnership, association or other business entity of which
(i) if a company, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability

                                       16



company, partnership, association or other business entity if such Person or
Persons shall be allocated a majority of limited liability company, partnership,
association or other business entity gains or losses or shall be or control the
managing general partner of such limited liability company, partnership,
association or other business entity.

     "Voting Securities" means securities of the Company ordinarily having the
power to vote for the election of directors of the Company; provided that when
the term "Voting Securities" is used with respect to any other Person it means
the capital stock or other equity interests of any class or kind ordinarily
having the power to vote for the election of directors or other members of the
governing body of such Person.

                                       17



     RESOLVED FURTHER, that the President or any Vice President and the
Secretary or any Assistant Secretary of this Company be, and they hereby are,
authorized and directed to prepare and file a Certificate of Determination of
Rights, Preferences and Privileges in accordance with the foregoing resolution
and the provisions of California law and to take such actions as they may deem
necessary or appropriate to carry out the intent of the foregoing resolution."

     That the authorized number of shares of Preferred Stock of the Corporation
is 2,000,000, 100,000 shares of which are designated "Series A Participating
Preferred Stock" (none of which have been issued), and 50,000 shares of which
are designated "Series B Convertible Preferred Stock" by this Certificate, none
of which have been issued. No other shares of the Preferred Stock have been
issued.

     We further declare under penalty of perjury that the matters set forth in
the foregoing Certificate of Determination are true and correct of our own
knowledge.

     Executed at San Jose, California on [______ __], 2002.





                            -------------------------------------------
                            Beatriz V. Infante,
                            Chief Executive Officer





                            -------------------------------------------
                            Christine Gorjanc,
                            Assistant Secretary


                                       18

EX-4.1

                                                                     EXHIBIT 4.1

                        ASPECT COMMUNICATIONS CORPORATION

                       PREFERRED STOCK PURCHASE AGREEMENT

                                   Dated as of

                                November 14, 2002




                                TABLE OF CONTENTS

                                                                          Page

ARTICLE I DEFINITIONS                                                       1

     1.1 Definitions; Interpretation. ....................................  1

ARTICLE II ISSUANCE AND SALE OF PREFERRED STOCK ..........................  7

     2.1 Number of Shares and Purchase Price .............................  7

ARTICLE III CLOSING; CLOSING DELIVERIES ..................................  7

     3.1 Closing .........................................................  7

     3.2 Payment for and Delivery of Preferred Shares ....................  7

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY .................  7

     4.1  Existence; Qualification; Subsidiaries .........................  7
     4.2  Authorization, Noncontravention and Enforceability; Issuance
          of Shares. .....................................................  8
     4.3  Capitalization .................................................  8
     4.4  Private Sale; Voting Agreements. ...............................  9
     4.5  SEC Reports; Financial Statements. .............................  9
     4.6  Absence of Certain Changes .....................................  9
     4.7  Litigation ..................................................... 11
     4.8  Licenses, Compliance with Law, Other Agreements, Etc ........... 11
     4.9  Third-Party Approvals .......................................... 11
     4.10 Disclosure ..................................................... 11
     4.11 Tangible Assets ................................................ 11
     4.12 Inventory ...................................................... 11
     4.13 Owned Real Property ............................................ 11
     4.14 Real Property Leases ........................................... 12
     4.15 Contracts and Commitments ...................................... 12
     4.16 Intellectual Property .......................................... 14
     4.17 Customers and Suppliers ........................................ 15
     4.18 Employees ...................................................... 16
     4.19 ERISA; Employee Benefits ....................................... 16
     4.20 Environment, Health and Safety. ................................ 16
     4.21 Transactions With Affiliates ................................... 17
     4.22 Taxes .......................................................... 17
     4.23 Investment Company ............................................. 17
     4.24 Certain Fees ................................................... 17
     4.25 Listing and Maintenance Requirements Compliance ................ 17

ARTICLE V REPRESENTATIONS AND WARRANTIES OF VISTA ........................ 18

     5.1  Authorization and Enforceability ............................... 18
     5.2  Government Approvals ........................................... 18
     5.3  Investment Intent of Vista ..................................... 18
     5.4  Status of Series B Shares ...................................... 18
     5.5  Sophistication and Financial Condition of Vista ................ 18
     5.6  Transfer of Series B Shares and Conversion Shares. ............. 19

                                      -i-



ARTICLE VI [INTENTIONALLY OMITTED] ....................................... 19

ARTICLE VII PRE-CLOSING COVENANTS OF THE COMPANY AND VISTA ............... 19

     7.1  [Intentionally Omitted] ........................................ 19
     7.2  Conduct of the Company and its Subsidiaries .................... 20
     7.3  Further Action ................................................. 20
     7.4  Notice of Certain Events ....................................... 20
     7.5  Confidentiality ................................................ 20
     7.6  No Solicitation ................................................ 21
     7.7  Preparation of the Proxy Statement; Stockholders Meeting. ...... 21
     7.8  Approval by the Company's Stockholders ......................... 22
     7.9  Rights Agreement ............................................... 23
     7.10 Affirmative Covenants .......................................... 23
     7.11 Employee Reduction ............................................. 23

ARTICLE VIII CONDITIONS PRECEDENT ........................................ 24

     8.1  Conditions to Obligations of Vista at Closing .................. 24
     8.2  Conditions to Obligations of the Company ....................... 25

ARTICLE IX COVENANTS ..................................................... 25

     9.1  Required Actions ............................................... 25
     9.2  Use of Proceeds ................................................ 27
     9.3  Information Rights ............................................. 27
     9.4  Access Rights .................................................. 28
     9.5  Standstill Agreement ........................................... 28

ARTICLE X TERMINATION .................................................... 28

     10.1 Termination .................................................... 28
     10.2 Effect of Termination .......................................... 29

ARTICLE XI SURVIVAL ...................................................... 29

     11.1 Survival ....................................................... 29

ARTICLE XII INDEMNIFICATION .............................................. 30

     12.1 Indemnification. ............................................... 30

ARTICLE XIII GENERAL PROVISIONS .......................................... 31

     13.1  Public Announcements .......................................... 31
     13.2  Successors and Assigns ........................................ 31
     13.3  Entire Agreement .............................................. 31
     13.4  Notices ....................................................... 31
     13.5  Closing Fee; Vista's Fees and Expenses ........................ 32
     13.6  Amendment and Waiver .......................................... 33
     13.7  Counterparts .................................................. 33
     13.8  Headings ...................................................... 33
     13.9  Specific Performance .......................................... 33
     13.10 Remedies Cumulative ........................................... 33

                                      -ii-



     13.11 GOVERNING LAW ................................................. 33
     13.12 Arbitration ................................................... 33
     13.13 No Third Party Beneficiaries .................................. 35
     13.14 Severability .................................................. 35
     13.15 Time of the Essence; Computation of Time ...................... 35



Schedule 4.1          Existence, Qualifications, Subsidiaries
Schedule 4.2          Noncontravention
Schedule 4.3          Capitalization
Schedule 4.6          Absence of Certain Changes
Schedule 4.7          Litigation
Schedule 4.9          Third-Party Approvals
Schedule 4.11         Tangible Assets
Schedule 4.13         Owned Real Property
Schedule 4.15         Agreements
Schedule 4.16         Intellectual Property
Schedule 4.17         Customers and Suppliers
Schedule 4.18         Director and Employee Loans
Schedule 4.22         Taxes
Schedule 4.24         Certain Fees

Exhibit A             Certificate of Designations
Exhibit B             Registration Rights Agreement

Exhibit C             Articles of Incorporation and Bylaws of the Company

                                     -iii-






                       PREFERRED STOCK PURCHASE AGREEMENT

          THIS PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") is dated as
of November 14, 2002 between Aspect Communications Corporation, a California
corporation (the "Company") and Vista Equity Fund II, L.P., a Cayman Islands
exempted limited partnership ("Vista").

          Vista desires to purchase from the Company, and the Company desires to
sell and issue to Vista, 50,000 shares of the Company's Series B Convertible
Preferred Stock, par value $.01 per share (the "Series B Preferred Stock").

          In consideration of the mutual promises, representations, warranties,
covenants and conditions set forth in this Agreement, the parties hereto agree
as follows:

                                    ARTICLE I
                                   DEFINITIONS

     1.1 Definitions; Interpretation.

          (a) For purposes of this Agreement, the following terms have the
indicated meanings:

          "2002 Financial Statements" has the meaning set forth in Section
4.5(b) hereof.

          "Affiliate" of a Person means any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with such Person.

          "Board of Directors" means the board of directors of the Company.

          "Business Day" means any day excluding Saturday, Sunday, and any day
which is a legal holiday under the laws of the State of New York or California
or is a day on which banking institutions located in such state are authorized
or required by law or other governmental action to close.

          "Certificate" means the Certificate of Designations of the Company
attached hereto as Exhibit A.

          "Closing" has the meaning set forth in Section 3.1 hereof.

          "Closing Date" has the meaning set forth in Section 3.1 hereof.

          "Closing Fee" has the meaning set forth in Section 13.5 hereof.

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

          "Common Stock" means the Company's common stock, par value $.01 per
share, and any securities into which such Common Stock is hereafter converted or
exchanged.

          "Competing Transaction" has the meaning set forth in Section 7.6
hereof.

          "Company" has the meaning set forth in the preamble hereof.



          "Company Reports Financial Statements" has the meaning set forth in
Section 4.5(b) hereof.

          "Company Shareholders Meeting" has the meaning set forth in Section
7.8(a) hereof.

          "Consolidated Subsidiary" means, for any Person, each Subsidiary of
such Person (whether now existing or hereafter created or acquired) the
financial statements of which are consolidated for financial statement reporting
purposes with the financial statements of such Person in accordance with GAAP.

          "Consolidated Total Assets " means, as of any date of determination,
the total assets of the Company and its Consolidated Subsidiaries as would be
set forth in a consolidated balance sheet of the Company and its Consolidated
Subsidiaries dated as of such date of determination and prepared in accordance
with GAAP applied on a basis consistent with the Company's historical accounting
practices.

          "Conversion Shares" means shares of Common Stock issued or issuable
upon conversion of the Series B Preferred Stock.

          "Credit Agreement" means the Credit Agreement, dated as of August 9,
2002, by and among the Company, as borrower, the lenders party thereto, as
lenders, The CIT Group/Business Credit, Inc., as collateral agent, and Comerica
Bank, as administrative agent, as amended, restated, renewed, extended,
restructured, supplemented, or modified from time to time.

          "Environmental and Safety Requirements" means all federal, state,
local and foreign statutes, regulations, ordinances and other provisions having
the force or effect of law, all judicial and administrative orders and
determinations and all common law concerning public health and safety, worker
health and safety, and pollution or protection of the environment, including
without limitation all those relating to the presence, use, production,
generation, handling, transportation, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge, release, threatened
release, control, or cleanup of any hazardous materials, substances or wastes,
chemical substances or mixtures, pesticides, pollutants, contaminants, toxic
chemicals, petroleum products or by-products, asbestos, polychlorinated
biphenyls, noise or radiation.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exclusivity Period" has the meanings set forth in Section 7.6 hereof.

          "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Company.

          "Financial Statements" has the meaning set forth in Section 4.5(b)
hereof.

          "GAAP" means United States generally accepted accounting principles as
in effect from time to time, consistently applied.

          "Governmental Agency" means any federal, state, local, foreign
or other governmental agency, instrumentality, commission, authority, board or
body and NASDAQ.

                                      -2-



          "Indebtedness" of any Person means, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (iii) all
obligations of such Person upon which interest charges are customarily paid
(including, without limitation, margin debt), (iv) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (v) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the Ordinary Course of Business), (vi) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (vii) all guarantees by such Person of
Indebtedness of others, (viii) all capital lease obligations of such Person,
(ix) all obligations, contingent or otherwise, of such Person as an account
party in respect of letters of credit and letters of guaranty, (x) all
obligations, contingent or otherwise, of such Person in respect of bankers'
acceptances, (xi) the principal balance outstanding under any synthetic lease,
tax retention operating lease, off-balance sheet loan or similar off-balance
sheet financing product of the Borrower or any Subsidiary where such transaction
is considered borrowed money indebtedness for tax purposes but is classified as
an operating lease under GAAP, (xii) all obligations of such Person to pay a
specified purchase price for goods or services whether or not delivered or
accepted (e.g., take-or-pay obligations) or similar obligations; and (xiii) any
unsatisfied obligation for "withdrawal liability" to a "multiemployer plan" as
such term is defined under ERISA. The Indebtedness of any Person shall include
the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a
result of such Person's ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor.

          "Indemnified Liabilities" has the meaning set forth in Section 12.1(a)
hereof.

          "Indemnitees" has the meaning set forth in Section 12.1(a) hereof.

          "Intellectual Property" means all patents, patent applications and
inventions; all trademarks, service marks, trade dress, trade names and
corporate names and all goodwill associated therewith; all registered
copyrights; all registrations, applications and renewals for any of the
foregoing; all trade secrets, know-how, technical and computer data,
documentation and software, financial, business and marketing plans, customer
and supplier lists and all other intellectual property rights; and all copies
and tangible embodiments of the foregoing.

          "IRS" means the Internal Revenue Service.

          "knowledge" or "know" when used with respect to the Company
means the actual knowledge of the Company's executive officers after reasonable
investigation.

          "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation or other encumbrance
upon or with respect to any property of any kind, real or personal, movable or
immovable, now owned or hereafter acquired.

          "Material Adverse Effect" means, with respect to the Company, any
occurrence, event, or effect that either individually or in the aggregate with
all other such changes or effects is, or could reasonably be expected to be
(whether or not such change, event or effect has, at the time in question,
manifested itself in the Company's historical financial statements), materially
adverse to the business, operations, results of operations, properties,
condition, financial or otherwise, assets or liabilities of the Company and its
Subsidiaries taken as a whole on a consolidated basis.

                                      -3-



          "Most Recent Audited Balance Sheet Date" has the meaning set forth in
Section 4.6 hereof.

          "NASDAQ" means The NASDAQ Stock Market, Inc.

          "Ordinary Course of Business" means the ordinary course of business
consistent with past practice (including with respect to quantity,
quality and frequency).

          "Permitted Affiliate Transaction" means any contact, agreement,
arrangement or transaction entered into by the Company or any of its
Subsidiaries with any Affiliate of any such Person as part of an employment
relationship or pursuant to any Stock Option Plan.

          "Permitted Liens" means:

          (1) Liens existing on the Closing Date and securing indebtedness of
     the Company and its Subsidiaries to the extent such indebtedness is
     disclosed on the Most Recent Audited Balance Sheet Date or incurred since
     such date in the Ordinary Course of Business, including, without
     limitation, Liens securing the indebtedness of the Company and its
     Subsidiaries under the Credit Agreement, the guarantees thereof and any
     hedging agreements entered into between the Company and any Person;

          (2) Liens imposed by governmental authorities for taxes, assessments
     or other charges not yet subject to penalty or which are being contested in
     good faith and by appropriate proceedings, if adequate reserves with
     respect thereto are maintained on the books of the Company in accordance
     with GAAP;

          (3) statutory liens of carriers, warehousemen, mechanics, material
     men, landlords, repairmen or other like Liens arising by operation of law
     in the Ordinary Course of Business; provided, that (A) the underlying
     obligations are not overdue for a period of more than 60 days, or (B) such
     Liens are being contested in good faith and by appropriate proceedings and
     adequate reserves with respect thereto are maintained on the books of the
     Company in accordance with GAAP;

          (4) Liens securing the performance of bids, trade contracts (other
     than borrowed money), leases, statutory obligations, surety and appeal
     bonds, performance bonds and other obligations of a like nature incurred in
     the Ordinary Course of Business;

          (5) easements, rights-of-way, zoning, similar restrictions and other
     similar encumbrances or minor imperfections of title which, in the
     aggregate, do not in any case materially detract from the value of the
     property subject thereto (as such property is used by the Company or any of
     its Subsidiaries) or interfere with the ordinary conduct of the business of
     the Company and any of its Subsidiaries taken as a whole;

          (6) Liens arising by operation of law in connection with judgments,
     only to the extent, for an amount and for a period not resulting in an
     Event of Default (as defined in the Credit Agreement as in effect on the
     date hereof) under the Credit Agreement with respect thereto;

          (7) pledges or deposits made in the Ordinary Course of Business in
     connection with workers' compensation, unemployment insurance and other
     types of social security legislation;

                                      -4-



          (8) Liens securing indebtedness of a Person existing at the time such
     Person becomes a Subsidiary or is merged with or into the Company or a
     Subsidiary or Liens securing Indebtedness incurred in connection with an
     Acquisition (as defined in the Indenture as in effect on the date hereof);
     provided, that such Liens were in existence prior to the date of such
     acquisition, merger or consolidation, were not incurred in anticipation
     thereof, and do not extend to any other assets;

          (9) leases or subleases granted to other Persons in the Ordinary
     Course of Business not materially interfering with the conduct of the
     business of the Company or any of its Subsidiaries or materially detracting
     from the value of the relative assets of the Company or any Subsidiary; and

          (10) Liens arising from precautionary Uniform Commercial Code
     financing statement filings regarding operating leases entered into by the
     Company or any of its Subsidiaries in the Ordinary Course of Business.

          "Person" or "person" means any corporation, individual, limited
liability company, joint stock company, joint venture, partnership,
unincorporated association, governmental regulatory entity, country, state or
political subdivision thereof, trust, municipality or other entity.

          "Plan" means any employee benefit plan (as defined in Section 3(3) of
ERISA), subject to Title IV of ERISA or the minimum funding requirements of
Section 412 of the Code, maintained or contributed to by the Company or any
Subsidiary at any time during the 5 calendar years immediately preceding the
date of this Agreement.

          "Proxy Statement " has the meaning set forth in Section 7.7(a) hereof.

          "Purchase Price" has the meaning set forth in Section 2.1 hereof.

          "Registration Rights Agreement" means the Registration Rights
Agreement between the Company and Vista in the form of Exhibit B hereto.

          "Related Documents" means all documents and instruments to be executed
or adopted by the Company in connection herewith, including the Certificate, the
Proxy Statement, the certificates evidencing the Series B Shares, the
Registration Rights Agreement and the Letter Agreement.

          "Restricted Parties" and "Restricted Party" have the meanings set
forth in Section 7.6 hereof.

          "SEC" means the Securities and Exchange Commission.

          "SEC Documents" means all reports, schedules, registration statements,
forms and other documents required to be filed by the Company with the SEC,
including those that the Company may file with the SEC after the date of this
Agreement until the Closing.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Series B Preferred Stock" has the meanings set forth in the recitals
hereof.

          "Series B Shares" has the meaning set forth in Section 2.1 hereof.

                                      -5-



          "Share Issuance Approval" has the meaning set forth in Section
7.8 hereof.

          "Stock Option Plan" means any capital stock plan adopted by the
Company for the benefit of the Company's officers, employees, consultants,
agents or directors which has been or is approved by the Board of Directors or a
committee thereof that has the authority to administer any such plan, including,
without limitation, the Company's 1989 Director's Stock Option Plan, the
Company's 1990 Employee Stock Purchase Plan, the Company's 1995 Ten-Year Plan,
the Company's Annual Retainer Compensation Plan for the Board of Directors, the
Company's Amended and Restated 1998 Directors' Stock Option Plan, the Company's
Amended and Restated 1996 Employee Stock Option Plan, the Company's 1999 Equity
Incentive Plan, the Voicetek Corporation 1992 Equity Incentive Plan, the
Voicetek Corporation 1996 Stock Option Plan, the PakNetX Corporation 1997 Stock
Plan and the Newborn Stock Option Plan.

          "Shareholder Approval" has the meaning set forth in Section 7.8(a)
hereof.

          "Shareholder Meeting" has the meaning set forth in Section 7.7(c)
hereof.

          "Subsidiary" means any corporation, limited liability company,
partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares of stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by the Company or (ii) if a partnership, limited liability company,
association or other business entity, a majority of the partnership or other
similar ownership interest thereof is at the time owned or controlled, directly
or indirectly, by the Company. For purposes hereof, the Company shall be deemed
to have a majority ownership interest in a partnership, limited liability
company, association or other business entity if the Company, directly or
indirectly, is allocated a majority of partnership, limited liability company,
association or other business entity gains or losses, or is or controls the
managing director or general partner of such partnership, limited liability
company, association or other business entity.

          "Superior Proposal" has the meaning set forth in Section 7.6(b)
hereof.

          "Tax" means any federal, state, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including taxes under Code ss.59A),
customs duties, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not.

          "Tax Returns" means any return, declaration, report, claim for refund,
or information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

          (b) The words "herein", "hereof" and "hereunder" and words of similar
import shall, unless otherwise stated, refer to this Agreement as a whole
(including all schedules and exhibits) and not to any particular article,
section or other subdivision of this Agreement, (ii) words in the singular shall
be held to include the plural and vice versa and words of one gender shall be
held to include the other genders as the context requires, (iii) the word
"including" and words of similar import when used in this Agreement shall mean
"including, without limitation," unless the context otherwise requires or unless
otherwise specified, and (iv) the word "or" shall not be exclusive.

                                      -6-



                                   ARTICLE II
                      ISSUANCE AND SALE OF PREFERRED STOCK

     2.1  Number of Shares and Purchase Price. On the terms and subject to the
conditions of this Agreement, at the Closing, the Company shall issue and sell
to Vista, and Vista shall purchase from the Company, in the aggregate, 50,000
shares of Series B Preferred Stock (the "Series B Shares") for an aggregate
purchase price of $50,000,000 (the "Purchase Price").

                                  ARTICLE III
                           CLOSING; CLOSING DELIVERIES

     3.1  Closing. Unless this Agreement shall have terminated pursuant to
Article X, and subject to the satisfaction or waiver of the closing conditions
for the Closing set forth in Article VIII, the closing of the transactions
contemplated hereby (the "Closing") shall take place at the offices of Kirkland
& Ellis, New York, New York at 10:00 a.m. on the fifth (5th) Business Day after
all of the conditions to the Closing set forth in Article VIII (other than those
that will be satisfied by the delivery of documents or tender of payment at the
Closing) are either satisfied or duly waived, or at such other time, place
and/or date as shall be agreed upon by the parties hereto. The date upon which
the Closing occurs is referred to herein as the "Closing Date."

     3.2  Payment for and Delivery of Preferred Shares. At the Closing, the
Company shall issue and deliver to Vista a stock certificate duly executed and
registered in the name of Vista evidencing ownership of the number of Series B
Shares to be purchased by Vista at the Closing against payment by Vista of the
Purchase Price to be paid by Vista at the Closing by wire transfer of
immediately-available funds to the account designated by the Company in writing.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to Vista that, except as set
forth on the Schedule of Exceptions provided to Vista which exceptions shall be
deemed to be representations and warranties as if made hereunder:

     4.1  Existence; Qualification; Subsidiaries. The Company and each
Subsidiary are duly organized, validly existing and in good standing under the
laws of their applicable jurisdictions of organization and have full corporate
power and authority to conduct their business and own and operate their
properties as now conducted, owned and operated. The copies of the Articles of
Incorporation and By-laws of the Company and all amendments thereto are attached
hereto as Exhibit C, and are true, correct and complete copies of such
documents. The Company and each Subsidiary of the Company is licensed or
qualified as a foreign corporation or company and is in good standing in all
jurisdictions where such Person is required to be so licensed or qualified
except where failure to be licensed or qualified would not have Material Adverse
Effect. Schedule 4.1 lists all Subsidiaries of the Company and their respective
jurisdictions of incorporation or organization. Except as set forth on Schedule
4.1, the Company has no Subsidiaries and owns no capital stock or other
securities of, and has not made any other investment in, any other entity. All
of the issued shares of capital stock of each Subsidiary have been duly and
validly authorized and issued, are fully paid and non-assessable and are owned
directly or indirectly by the Company, free and clear of all Liens other than
Liens securing the Indebtedness represented by Credit Agreement.

                                      -7-



     4.2  Authorization, Noncontravention and Enforceability; Issuance of
Shares.

          (a) The Company has full power and authority and has taken all
required corporate and other action necessary to permit it to execute and
deliver this Agreement and the Related Documents and to carry out the terms
hereof and thereof and (other than receipt of the Shareholder Approval, which
the Company shall seek to obtain in accordance with Section 7.8) to issue and
deliver the Series B Shares and the Conversion Shares, and none of such actions
will (i) violate or conflict with any provision of the Articles of Incorporation
of the Company, the By-laws of the Company or of any applicable law, regulation,
order, judgment or decree or rule of the stock exchange where the Common Stock
is listed, (ii) except as set forth on Schedule 4.2, result in the material
breach of or constitute a material default (or an event which, with notice or
lapse of time or both would constitute a default) under any agreement,
instrument or understanding to which the Company is a party or by which it is
bound, or (iii) result in or constitute a "change in control" under any
agreement, instrument or understanding to which the Company is a party or by
which it is bound. This Agreement and the Related Documents each constitutes a
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except to the extent limited by applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws of general
application related to the enforcement of creditor's rights generally
(collectively "Creditors Rights Laws") and except as rights to indemnity
thereunder may be limited by applicable federal or state laws.

          (b) The Series B Shares, when issued and delivered in accordance with
this Agreement, will be duly authorized, validly issued, fully paid and
nonassessable, and will be free of any and all Liens (other than any
restrictions on transfer under state and/or federal securities laws). Subject to
receipt of the Share Issuance Approval, the Conversion Shares, when issued, will
be duly authorized, validly issued, fully paid and nonassessable, and will be
free of any and all Liens (other than any restrictions on transfer under state
and/or federal securities laws, this Agreement and the Related Documents).
Subject to receipt of the Share Issuance Approval, the Conversion Shares have
been duly reserved for issuance upon conversion of the Series B Shares. Neither
the issuance and delivery of the Series B Shares nor the issuance and delivery
of any Conversion Shares is subject to any preemptive right of any stockholder
of the Company or to any right of first refusal or other similar right in favor
of any Person which has not been waived.

     4.3  Capitalization. As of date hereof, the authorized capital stock of the
Company shall consist of: (i) 100,000,000 shares of Common Stock, 22,222,222
shares are reserved for issuance upon conversion of the Series B Preferred
Stock, 20,327,837 shares are reserved for issuance in connection with equity
awards granted or permitted to be granted pursuant to the Stock Option Plans or
upon the exercise of stock options granted or permitted to be granted pursuant
to the Stock Option Plans, and no shares are held in treasury; (ii) 100,000
Shares of Series A Preferred Stock; and (iii) 50,000 shares of Series B
Preferred Stock. On November 12, 2002, 53,038,358 shares of Common Stock were
outstanding. At the time of the Closing, all of the outstanding capital stock
will be validly issued, fully paid and nonassessable and will have been issued
in compliance with all applicable securities laws (including the provisions of
the Securities Act and the rules and regulations promulgated thereunder). Except
pursuant to a Stock Option Plan or as set forth on Schedule 4.3, neither the
Company nor any of its Subsidiaries has granted or issued any options,
convertible securities, warrants, calls, pledges, phantom stock, stock
appreciation rights, transfer restrictions (except restrictions imposed by
federal and state securities laws), Liens, currently effective rights of first
offer, currently effective rights of first refusal, currently effective
antidilution provisions or commitments of any character relating to any issued
or unissued shares of capital stock of the Company other than as contemplated in
this Agreement and the Related Documents. Except as contemplated by this
Agreement and the Related Documents or as set forth on Schedule 4.3, there are
no preemptive rights, rights of first offer, antidilution provisions or any

                                      -8-




other preferential rights applicable to the issuance and sale of securities of
the Company or any of its Subsidiaries, including, but not limited to, the
Series B Shares.

     4.4  Private Sale; Voting Agreements.

          (a) Assuming the accuracy of Vista's representations contained herein,
neither the offer, sale and issuance of the Series B Shares hereunder nor the
issuance and delivery of any Conversion Shares requires registration under the
Securities Act or any state securities laws.

          (b) To the Company's knowledge, there are no agreements obligating
any of its stockholders to vote as directed by another Person or any proxies
granted by any stockholder other than proxies submitted in connection with the
Company's meetings of shareholders.

     4.5  SEC Reports; Financial Statements.

          (a) The Company has filed all SEC Documents required to be filed as
of the date hereof. The SEC Documents (i) were or will be filed on a timely
basis, (ii) at the time filed, were or will be prepared in compliance in all
material respects with the applicable requirements of the Securities Act and the
Exchange Act, as the case may be, and the rules and regulations of the SEC
thereunder applicable to such SEC Documents, and (iii) did not or will not at
the time they were or are filed contain any untrue statement of a material fact
or omit to state a material fact required to be stated in such SEC Documents or
necessary in order to make the statements in such SEC Documents, in the light of
the circumstances under which they were made, not misleading.

          (b) Each of the financial statements (including, in each case, any
notes thereto) contained in the SEC Documents (the "Company Reports Financial
Statements" and the financial statements (including any notes thereto) required
to be delivered to Vista by the Company pursuant to Section 8.1(h)(vi) (the
"2002 Financial Statements") and, together with the Company Reports Financial
Statements, the "Financial Statements") complies as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto and was prepared in all material
respects in accordance with GAAP applied on a consistent basis throughout the
periods indicated (except as may be indicated in the notes thereto or, in the
case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X
promulgated by the SEC) and each fairly presented in all material respects
(subject to, in the case of the unaudited statements, normal, recurring audit
adjustments, none of which are material) the consolidated financial position,
results of operations, stockholders' equity and cash flows of the Company and
the Consolidated Subsidiaries as at the respective dates thereof and for the
respective periods indicated therein. As of the dates of the Financial
Statements, the Company had no material obligation, indebtedness or liability
(whether accrued, absolute, contingent or otherwise, known or unknown, and
whether due or to become due), which was not reflected or reserved against in
the balance sheets or the notes thereto which are part of the Financial
Statements, except for those incurred in the Ordinary Course of Business and
which are fully reflected on the Company's books of account.

     4.6  Absence of Certain Changes. Except as set forth on Schedule 4.6, since
December 31, 2001 (the "Most Recent Audited Balance Sheet Date"), neither the
Company nor any Subsidiary has:

          (a) incurred any liabilities other than current liabilities incurred,
or obligations under contracts entered into, in the Ordinary Course of Business
and for individual amounts not greater than $1,000,000;

                                      -9-



          (b) paid, discharged or satisfied any claim, Lien or liability, other
than any claim, Lien or Liability (A) reflected or reserved against on the
balance sheet contained in the Financial Statements as of the Most Recent
Audited Balance Sheet Date (the "Current Balance Sheet") and paid, discharged or
satisfied in the Ordinary Course of Business or (B) incurred since the Most
Recent Audited Balance Sheet Date and paid, discharged or satisfied, in each
case in the Ordinary Course of Business;

          (c) sold, leased, assigned or otherwise transferred any of its assets,
tangible or intangible (other than sales of inventory in the Ordinary Course of
Business and use of supplies in the Ordinary Course of Business);

          (d) permitted any of its assets, tangible or intangible, to become
subject to any Lien (other than any Permitted Lien);

          (e) written off as uncollectible any accounts receivable other than
(i) in the Ordinary Course of Business, or (ii) for amounts not greater than
$100,000;

          (f) terminated or amended or suffered the termination or amendment of,
other than in the Ordinary Course of Business, or failed to perform in all
material respects all of its obligations or suffered or permitted any material
default to exist under, any material agreement, license or permit;

          (g) suffered any damage, destruction or loss of tangible property
(whether or not covered by insurance) which in the aggregate exceeds $500,000;

          (h) made any loan (other than intercompany advances) to any other
Person (other than advances to employees in the Ordinary Course of Business
which do not exceed $25,000 individually or $150,000 in the aggregate);

          (i) canceled, waived or released any debt, claim or right in an amount
or having a value exceeding $300,000;

          (j) other than a Permitted Affiliate Transaction, paid any amount to
or entered into any agreement, arrangement or transaction with any Affiliate
(including its officers, directors and employees) outside the Ordinary Course of
Business and which was not approved by a majority of the Company's disinterested
directors;

          (k) declared, set aside, or paid any dividend or distribution with
respect to its capital stock or redeemed, purchased or otherwise acquired any of
its capital stock;

          (l) other than in the Ordinary Course of Business, granted any
increase in the compensation of any officer or employee or made any other
favorable change in employment terms of any officer or employee;

          (m) made any change in any method of accounting or accounting
practice;

          (n) suffered or caused any other occurrence, event or transaction
which, individually or together with each other occurrence, event or
transaction, has had or could reasonably be expected to have a Material Adverse
Effect; or

          (o) agreed, in writing or otherwise, to any of the foregoing.

                                      -10-



     4.7  Litigation. Except as set forth in Schedule 4.7, as of the date of
this Agreement, no claim, suit, proceeding or investigation is pending or, to
the knowledge of the Company, threatened against or affecting the Company or any
Subsidiary or any officer or director thereof or the Company's and the
Subsidiaries' business which if decided adversely to any such Person could have
or reasonably be expected to have a Material Adverse Effect.

     4.8  Licenses, Compliance with Law, Other Agreements, Etc. The Company and
each Subsidiary have all material franchises, permits, licenses and other rights
to allow it to conduct its business and is not in violation in any material
respects of any order or decree of any court, or of any law, order or regulation
of any Governmental Agency, including, without limitation, any applicable
statutory state anti-takeover law, or of the provisions of any contract or
agreement to which it is a party or by which it is bound, except where
noncompliance would not reasonably be expected to have a Material Adverse Effect
and neither this Agreement nor the Related Documents nor the transactions
contemplated hereby or thereby will result in any such violation. The Company
and each Subsidiary's businesses have been conducted in compliance with all
applicable federal, state and local laws, ordinances, rules and regulations
except where noncompliance would not reasonably be expected to have a Material
Adverse Effect.

     4.9  Third-Party Approvals. Assuming the accuracy of the representations
and warranties of Vista contained in this Agreement, except as set forth on
Schedule 4.9, the Company is not required to obtain any material order, consent,
approval or authorization of, or to make any declaration or filing with, any
Governmental Agency or other third party (including under any state securities
or "blue sky" laws) in connection with the execution and delivery of this
Agreement or the Related Documents, or the consummation of the transactions
contemplated hereby or thereby to occur on the Closing Date, except for filings
on Form D under the Securities Act.

     4.10 Disclosure. This Agreement, together with all exhibits and schedules
hereto, and the agreements, certificates and other documents furnished to Vista
by the Company and its Subsidiaries in connection with the transactions
contemplated under this Agreement, do not contain any untrue statement of a
material fact or, as supplemented by the SEC Documents filed by the Company,
omit to state a material fact necessary in order to make the statements
contained herein or therein, in the light of the circumstances under which they
were made, not misleading.

     4.11 Tangible Assets.  Except as set forth on Schedule 4.11, (i) the
Company and its Subsidiaries own or lease all tangible assets used or reasonably
necessary in connection with the conduct of its business, and (ii) all material
tangible assets are free from any Liens (other than Permitted Liens), are free
from any material defects, have been maintained in accordance with normal
industry practice and any regulatory standard or procedure to which such assets
are subject, are in good operating condition and repair in all material respects
(subject to normal wear and tear) and are suitable in all material respects for
the purposes for which such assets are used or proposed to be used.

     4.12 Inventory. All inventory of the Company and its Subsidiaries, whether
reflected on the Current Balance Sheet or otherwise, consists of a quality and
quantity usable or salable in the Ordinary Course of Business, subject to the
reserves set forth on the Current Balance Sheet and subject to normal rates of
defect or obsolescence not inconsistent with the Company's historical
experience.

     4.13 Owned Real Property(a) . Schedule 4.13 sets forth the address and
description of each parcel of real property owned by the Company or any of its
Subsidiaries (the "Owned Property"). The Company or its applicable Subsidiary
has good and marketable fee simple title in and to all of the Owned Property,
subject to no liens, encroachments, encumbrances, claims, leases, rights of
possession or other defects in title (collectively, "Encumbrance"), except (i)
as disclosed on the Most Recent Audited

                                      -11-



Balance Sheet Date, (ii) Liens for Taxes not yet due and payable, (iii)
covenants, conditions and restrictions of record and minor title defects none of
which individually or collectively could reasonably be expected to interfere
with the Company's business as presently conducted or as planned to be conducted
and (iv) as described on Schedule 4.13. Other than the Company and its
Subsidiaries, there are no parties in possession or parties having any current
or future right to occupy any of the Owned Property. The Owned Property is in
good condition and repair and is sufficient for the conduct of the business of
the Company and its Subsidiaries as currently conducted and as proposed to be
conducted. The Owned Property and all plants, buildings and improvements located
thereon conform in all material respects to all applicable building, zoning and
other laws, ordinances, rules and regulations. All permits, licenses and other
approvals necessary to the current occupancy and use of the Owned Property have
been obtained, are in full force and effect and have not been violated, except
where the failure to obtain, either individually or in the aggregate, could not
reasonably be expected to have a Materially Adverse Effect. There exists no
violation of any covenant, condition, restriction, easement, agreement or order
affecting any portion of the Owned Property. All improvements located on the
Owned Property have direct access to a public road adjoining such Owned
Property. No such improvements or accessways encroach on land not included in
the Owned Property and no such improvement is dependent for its access,
operation or utility on any land, building or other improvement not included in
the Owned Property, except for those that, individually or in the aggregate,
could not reasonably be expected to have a Materially Adverse Effect. There is
no pending or, to the knowledge of the Company or any of its Subsidiaries, any
threatened condemnation proceeding affecting any portion of the Owned Property.
There are no outstanding options, rights of first offer or rights of first
refusal to purchase the Owned Property or any portion thereof or interest
therein.

     4.14 Real Property Leases. Except as set forth on Schedule 4.14, there
exists no material event of default (nor, to the Company's knowledge, any event
which with notice or lapse of time would constitute an event of default) with
respect to the Company, any Subsidiary and, to the Company's knowledge, with
respect to any other party thereto under any agreement pursuant to which the
Company is the lessee or lessor of any real property, and all such agreements
are in full force and effect and enforceable against the lessor or lessee in
accordance with their terms.

     4.15 Contracts and Commitments.

          (a) Except as expressly contemplated by this Agreement or as set forth
on Schedule 4.15 attached hereto, the Company is not a party to or bound by any
written or oral:

          (i) pension, profit sharing, stock option, employee stock purchase or
     other plan or arrangement providing for deferred or other compensation to
     its current or former directors, officers or employees or any other
     employee benefit plan, arrangement or practice, whether formal or informal;

          (ii) collective bargaining agreement or any other contract with any
     labor union, or severance agreements, with employees at the executive
     management committee level since December 31, 2001, programs, policies or
     arrangements;

          (iii) management agreement or contract for the employment of any
     officer, individual employee or other Person on a full-time, part-time,
     consulting or other basis (A) providing annual cash or other compensation
     in excess of $250,000, (B) providing for the payment of any cash or other
     compensation or benefits upon the consummation of the transactions
     contemplated hereby or (C) otherwise restricting its ability to terminate
     the employment of any employee at anytime for any lawful reason or for no
     reason without penalty or liability;

                                      -12-



          (iv) contract or agreement involving any Governmental Agency involving
     more than $200,000 other than in the ordinary course of business;

          (v) agreement or indenture relating to borrowed money or other
     Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any
     material asset or material group of assets of the Company or any letter of
     credit arrangements;

          (vi) guarantee, other than endorsements made for collection in the
     ordinary course of business consistent with past custom and practice;

          (vii) lease or agreement under which the Company is (A) lessee of or
     holds or operates any personal property, owned by any other party, except
     for any lease of personal property under which the aggregate annual rental
     payments do not exceed $1,000,000 or (B) lessor of or permits any third
     party to hold or operate any property, real or personal, owned or
     controlled by the Company;

          (viii) contract or group of related contracts with the same party or
     group of affiliated parties for the purchase or sale of raw materials,
     commodities, supplies, products, equipment or other personal property or
     services under which the undelivered balance since the Most Recent Audited
     Balance Sheet Date of such products and services has a selling price in
     excess of $1,000,000;

          (ix) other contract or group of related contracts with the same party
     or group of affiliated parties continuing over a period of more than six
     months from the date or dates thereof, not terminable by the Company upon
     30 days' or less notice without penalty or involving more than $1,000,000;

          (x) contract relating to the marketing, advertising or promotion of
     its products involving more than $1,000,000;

          (xi) agreement under which it has granted any Person any registration
     rights (including, without limitation, demand and piggyback registration
     rights);

          (xii) agreements relating to the ownership of, investments in or loans
     and advances to any Person, including investments in joint ventures and
     minority equity investments;

          (xiii) license, royalty, indemnification or other agreement with
     respect to any intangible property (including any Intellectual Property),
     including any agreements that prohibit or limit the ability of the Company
     to use or disclose any Intellectual Property or to engage in any line of
     business, or to compete with any Person or to carry on its business or any
     other business anywhere in the world other than in the ordinary course of
     business;

          (xiv) broker, agent, sales representative, sales or distribution
     agreement other than in the ordinary course of business;

          (xv) power of attorney or other similar agreement or grant of agency;

          (xvi) contract or agreement prohibiting it from freely engaging in any
     business or competing anywhere in the world, including any nondisclosure or
     confidentiality agreements; or

                                      -13-



          (xvii) other agreement which involves a consideration in excess of
     $1,000,000 annually, other than in the ordinary course of business.

     (b)  The Company has delivered or made available to Vista a correct and
complete copy (as amended to date) of each contract, agreement, and instrument
set forth on Schedule 4.15 (collectively, the "Material Contracts"). With
respect to each Material Contract: (i) such Material Contract is legal, valid
and binding, enforceable against the Company in accordance with the terms
(except to the extent required by Creditors Rights Laws), and in full force and
effect; (ii) such Material Contract will continue to be legal, valid and
binding, enforceable against the Company in accordance with the terms (except to
the extent required by Creditors Rights Laws), and in full force and effect on
identical terms following the consummation of the transactions contemplated
hereby; (iii) to the Company's knowledge no party to such Material Contract is
in breach or default of the terms thereof, and to the Company's knowledge no
event has occurred which with notice or lapse of time would constitute a breach
or default, or permit termination, modification, or acceleration, under such
Material Contract; and (iv) no party to such Material Contract has repudiated
any provision thereof.

     (c) Except as specifically set forth in Schedule 4.15(c), the Company is
not a party to any contract, agreement, instrument or understanding that
contains a "change in control," "potential change in control," or similar
provision, in each case, that would be triggered by the transactions
contemplated hereunder.

     4.16 Intellectual Property.

     (a) Schedule 4.16(a) sets forth a true, complete and correct list of all of
the following that are owned or used by the Company in the conduct of its
business:

          (i) patented or registered Intellectual Property and pending patent
     applications or other applications for registrations of Intellectual
     Property;

          (ii) material unregistered trademarks, material unregistered service
     marks, trade names and corporate names;

          (iii) material unregistered copyrights, excluding copyrights relating
     to business records maintained in the Ordinary Course of Business; and

          (iv) any other material Intellectual Property.

     (b) Schedule 4.16(b) sets forth a true, complete and correct list of
material intellectual Property that the Company has licensed from or to a third
party, along with a list of all such licenses.

     (c) Except as set forth on Schedule 4.16(c):

          (i) the Company owns and possesses all right, title, and interest in
     and to, or has a valid and enforceable written license to use, all of the
     Intellectual Property set forth on Schedule 4.16(a) and all other material
     Intellectual Property necessary for the operation of the business of the
     Company as presently conducted and as presently proposed to be conducted
     (collectively, the "Company Intellectual Property");

          (ii) the Company Intellectual Property is not subject to any Liens
     (other than Permitted Liens), and is not subject to any restrictions or
     limitations regarding use or disclosure;

                                      -14-



          (iii) the Company has not infringed or misappropriated or otherwise
     violated, and the operation of the business, will not infringe,
     misappropriate or otherwise violate any material Intellectual Property of
     any third party. To the knowledge of the Company, the Company has not been
     threatened with any of the foregoing and is not aware of any facts which
     indicate a likelihood of any of the foregoing. The Company has not received
     any notices regarding any of the foregoing (including, without limitation,
     any demands or offers to license any Intellectual Property from any third
     party);

          (iv) the Company has taken commercially reasonable actions to maintain
     and protect all of the Company Intellectual Property and will continue to
     maintain and protect all of the Company Intellectual Property prior to the
     Closing so as not to adversely affect the ownership, validity or
     enforceability thereof;

          (v) except as set forth on Schedule 4.16(b), the Company has not
     licensed any Intellectual Property from any third parties;

          (vi) no third party has materially infringed or misappropriated any
     Company Intellectual Property and the Company is not aware of any facts
     that indicate a likelihood of any of the foregoing;

          (vii) immediately subsequent to the Closing, the Company Intellectual
     Property will be owned by or available for use by the Company on terms and
     conditions identicalto those under which the Company owned or used the
     Company Intellectual Property immediately prior to the Closing;

          (viii) no material claim by any third party contesting the validity,
     enforceability, use or ownership of any of the Company Intellectual
     Property has been made, is currently outstanding, or, to the knowledge of
     the Company, is threatened, and there are no grounds for the same;

          (ix) no loss or expiration of any of the Company Intellectual Property
     is threatened, pending or reasonably foreseeable, except for patents and
     copyrights expiring at the end of their statutory terms (and not as a
     result of any act or omission by the Company, including, without
     limitation, a failure by the Company to pay any required maintenance fees);
     and

          (x) to the knowledge of the Company, no third party has infringed or
     misappropriated or otherwise come into conflict with any of the Company
     Intellectual Property owned by the Company the Company is not aware of any
     facts that indicate a likelihood of any of the foregoing

     4.17 Customers and Suppliers. The attached Schedule 4.17 lists the thirty
(30) largest customers and thirty (30) largest suppliers of the Company (on a
consolidated basis) for each of the two most recent fiscal years and sets forth
opposite the name of each such customer or supplier the amount of revenues to
such customer in the case of any such customer or the amount of expenditures to
such supplier in the case of any such supplier. Such Schedule also lists any
additional current customers and suppliers which the Company anticipates shall
be among the thirty (30) largest customers or suppliers for the current fiscal
year. Since the date of the Most Recent Audited Balance Sheet Date, no supplier
set forth on Schedule 4.17 has stopped or materially decreased the rate of or to
the Company's knowledge indicated that it shall stop, or materially decrease the
rate of, supplying materials, products or services to the Company or any
Subsidiary, and no customer listed on such Schedule has stopped or materially
decreased or, to the Company's knowledge, indicated that it shall stop, or
materially

                                      -15-



decrease the rate of, buying materials, products or services from the
Company or any Subsidiary.

     4.18 Employees. Since the Most Recent Audited Balance Sheet Date, no key
employees and no group of employees has terminated, or to the knowledge of the
Company plans to terminate, employment with the Company or any Subsidiary, as
applicable. The Company is not a party to or bound by any collective bargaining
agreement, nor has it experienced any strike, material grievance, material claim
of unfair labor practice or other collective bargaining dispute. To the
knowledge of the Company there is no organizational effort being made or
threatened by or on behalf of any labor union with respect to its employees. To
the Company's knowledge, the Company has not committed any unfair labor practice
or materially violated any federal, state or local law or regulation regulating
employers or the terms and conditions of its employees' employment, including
laws regulating employee wages and hours, employment discrimination, employee
civil rights, equal employment opportunity and employment of foreign nationals,
except for such violations as would not in the aggregate be expected to have a
Material Adverse Effect. Schedule 4.18 describes each loan or other extension of
credit made by the Company or any of its Subsidiaries to or for the account of
any director, executive officer or employee of the Company or any of it is
Subsidiaries.

     4.19 ERISA; Employee Benefits . Each Plan that is intended to be qualified
under Section 401(a) of the Code has received a favorable determination letter
from the Internal Revenue Service or has timely filed for a favorable
determination letter from the Internal Revenue Service and no event has occurred
since the date of the last determination letter that could reasonably be
expected to materially adversely affect the qualified status of such Plan. Each
Plan is in full force and effect and has been administered in accordance with
its terms and is and has been, and each plan administrator and fiduciary of a
Plan is acting and has been acting, in compliance with all applicable
requirements of the Code and ERISA (including the funding, reporting and
disclosure and prohibited transaction provisions thereof) and other applicable
laws, regulations and rulings in connection with each such Plan. No Plan has
been terminated or partially terminated. The Company has no Plan which is a
"multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA. The
Company or one of its Subsidiaries has made, accrued or provided for all
contributions required under each Plan. To the knowledge of the Company, no
event has occurred or is reasonably expected to occur with respect to any
employee pension benefit plan of the Company or any member of the Company's
controlled group (within the meaning of Section 414 of the Code), which could
reasonably be expected to directly or indirectly result in any material
liability (other than liability arising in the Ordinary Course of Business) to
the Company or any member of its controlled group pursuant to Title IV of ERISA
or Section 412 of the Code. No Plan has incurred an "accumulated funding
deficiency" within the meaning of Section 412 of the Code or Section 302 of
ERISA.

     4.20 Environment, Health and Safety.

          (a) The Company (as used in this Section 4.20, Company shall include
the Company's Subsidiaries) has complied and is in compliance with all
Environmental and Safety Requirements that are applicable to the Company's
business except where failure to so comply would not reasonably be expected to
have a Material Adverse Effect;

          (b) The Company has not received any written notice, report or other
information regarding any liabilities or potential liabilities (whether accrued,
absolute, contingent, unliquidated or otherwise), including any investigatory,
remedial or corrective obligations, relating to the Company or its facilities
and arising under Environmental and Safety Requirements; and

          (c) Other than pursuant to publicly announced acquisitions of other
companies, the Company has not, either expressly or by operation of law, assumed
or undertaken any liability, including

                                      -16-



without limitation any obligation for
corrective or remedial action, of any other Person relating to Environmental and
Safety Requirements.

     4.21 Transactions With Affiliates. Except for Permitted Affiliate
Transactions or as disclosed in the SEC Documents filed by the Company on or
after January 1, 2001, neither the Company nor any Subsidiary is party to any
agreement, arrangement or transaction with any Affiliate.

     4.22 Taxes. Except as set forth on Schedule 4.22:

          (a) each of the Company and its Subsidiaries has filed all Tax
Returns that it was required to file, and has paid all Taxes shown thereon as
owing;

          (b) all such Tax Returns are true, correct and complete in all
 respects;

          (c) none of the Company and its Subsidiaries (A) has been a member
of an affiliated group filing a consolidated federal Tax Return (other than a
group the common parent of which is the Company) or (B) has any Liability for
the Taxes of any Person (other than any of the Company and its Subsidiaries)
under Treas. Reg. ss.1.1502-6 (or any similar provision of state, local, or
foreign law), as a transferee or successor, by contract, or otherwise;

          (d) each of the Company and its Subsidiaries has withheld and paid in
all material respects all taxes required to have been withheld and paid in
connection with amounts paid or owing to any employee, independent contractor,
creditor, stockholder, or other third party; and

          (e) there is no dispute or claim concerning any Tax Liability of any
of the Company and its Subsidiaries either (A) claimed or raised by any
authority in writing or (B) as to which any of the directors and officers (and
employees responsible for Tax matters) of the Company and its Subsidiaries has
knowledge based upon personal contact with any agent of such authority and which
is material to the Company and its Subsidiaries taken as a whole.

     4.23 Investment Company. The Company is not an "investment company" within
the meaning of the Investment Company Act of 1940, as
amended.

     4.24 Certain Fees. Other than any fees or expenses to be paid in accordance
with Section 13.5 and other than fees to be paid to Thomas Weisel Partners LLC
and to Morgan Stanley & Co. Inc. (which are set forth on Schedule 4.24), no fees
or commissions will be payable by the Company to any broker, financial advisor,
finder, investment banker, or bank with respect to the transactions contemplated
by this Agreement. Vista shall have no obligation with respect to any fees or
with respect to any claims made by or on behalf of any Persons for fees of a
type contemplated in this Section that may be due in connection with the
transactions contemplated by this Agreement. The Company shall indemnify and
hold Vista, its employees, officers, directors, agents and partners, and its
affiliates (as such term is defined under Rule 405 promulgated under the
Securities Act), from and against all claims, losses, damages, costs (including
the costs of preparation and attorney's fees) and expenses suffered in respect
to any such claimed or existing fees.

     4.25 Listing and Maintenance Requirements Compliance. The Company has not
received notice (written or oral) from NASDAQ that the Company is not in
compliance with the listings or maintenance requirements of such stock exchange.
Assuming no changes to current NASDAQ Rules, upon conversion of the Series B
Shares into shares of Common Stock, all Conversion Shares shall be listed on
NASDAQ, provided the Company shall continue to meet the listing and maintenance
requirements of NASDAQ and shares of the Company's Common Stock shall continue
to be listed on

                                      -17-



NASDAQ at the time of any such conversion. The authorization and
issuance of the Series B Shares and the Conversion Shares will not violate the
listing or maintenance requirements of NASDAQ, subject to receipt of the Share
Issuance Approval, which the Company shall seek to obtain in accordance with
Section 7.8.


                                   ARTICLE V
                     REPRESENTATIONS AND WARRANTIES OF VISTA

         Vista hereby represents and warrants to the Company as follows:

     5.1  Authorization and Enforceability. Vista has full power and authority
and has taken all action necessary to permit it to execute and deliver this
Agreement and the other documents and instruments to be executed by it pursuant
hereto and to carry out the terms hereof and thereof. This Agreement and such
other documents and instruments each constitutes a legal, valid and binding
obligation of Vista, enforceable against Vista in accordance with its terms,
except to the extent limited by applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws of general application related to
the enforcement of creditor's rights generally and except as rights to indemnity
thereunder may be limited by applicable federal securities laws.

     5.2  Government Approvals. Vista is not required to obtain any order,
consent, approval or authorization of, or to make any declaration or filing
with, any Governmental Agency in connection with the execution and delivery of
this Agreement and the other documents and instruments to be executed by it
pursuant hereto or the consummation of the transactions contemplated hereby and
thereby, except for such order, consent, approval, authorization, declaration or
filing as which has been or will be obtained or made.

     5.3  Investment Intent of Vista. Vista represents and warrants to the
Company that it is acquiring the Series B Shares set forth in Section 2.1 for
its own account, with no present intention of selling or otherwise distributing
the same to the public.

     5.4  Status of Series B Shares. Vista has been informed by the Company that
the Series B Shares have not been and will not be registered under the
Securities Act or under any state securities laws and are being offered and sold
in reliance upon federal and state exemptions for transactions not involving any
public offering.

     5.5  Sophistication and Financial Condition of Vista. Vista represents and
warrants to the Company that it is an "Accredited Investor" as defined in
Regulation D under the Securities Act and that it considers itself to be an
experienced and sophisticated investor and to have such knowledge and experience
in financial and business matters as are necessary to evaluate the merits and
risks of an investment in the Series B Shares. Vista has been given access to
such information regarding the Company and its Subsidiaries as it has requested
and has had the opportunity to obtain additional information as desired and to
ask questions and has received answers regarding such information in order to
evaluate the merits and the risks inherent in holding the Series B Shares and
the Conversion Shares. The facts set forth in the preceding sentence, shall not
affect any representation or warranty in this Agreement of any party hereto or
any condition to the obligations of the parties hereto, nor shall it affect the
Company's indemnification obligations arising under Article XII hereof.

                                      -18-




     5.6  Transfer of Series B Shares and Conversion Shares.

          (a) Vista has been informed by the Company and hereby agrees that the
Series B Shares and Conversion Shares may be transferred only (i) pursuant to
public offerings registered under the Securities Act, (ii) pursuant to Rule 144
promulgated under the Securities Act (or any similar rule then in force), (iii)
to an Affiliate of Vista, or (iv) subject to the conditions set forth in Section
6.4(b), pursuant to any other legally-available means of transfer.

          (b) In connection with any transfer of any Series B Shares or
Conversion Shares (other than a transfer described in Section 6.4(a)(i), (ii) or
(iii)), the holder of such shares shall deliver written notice to the Company
describing in reasonable detail the proposed transfer, together with an opinion
of counsel (Kirkland & Ellis or such other counsel which, to the Company's
reasonable satisfaction, is knowledgeable in securities law matters) to the
effect that such transfer may be effected without registration of such shares
under the Securities Act. The holder of the Securities being transferred shall
not consummate the transfer until (i) the prospective transferee has confirmed
to the Company in writing its agreement to be bound by the provisions of this
Section 6.4 as if it were Vista, or (ii) such holder shall have delivered to the
Company an opinion of such counsel that no subsequent transfer of such
Securities shall require registration under the Securities Act. Promptly upon
receipt of any opinion described in clause (ii) of the preceding sentence, the
Company shall prepare and deliver in connection with the consummation of the
proposed transfer, new certificates for the Securities being transferred that do
not bear the legend set forth in Section 6.4(c).

          (c) Except as provided in Section 6.4(b), until transferred pursuant
to clauses (a)(i) or (a)(ii) above, each certificate evidencing the ownership of
Series B Shares or Conversion Shares shall be imprinted with a legend
substantially in the following form:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
          ISSUED ON [________], 2002 AND HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE
          SECURITIES LAW. THE TRANSFER OF THE SECURITIES REPRESENTED BY
          THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN THE
          PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF [________], 2002
          BETWEEN THE COMPANY (THE "COMPANY") AND THE OTHER PARTIES
          THERETO. THE COMPANY RESERVES THE RIGHT TO REFUSE ANY TRANSFER OF
          SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH
          RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE
          FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN
          REQUEST TO THE COMPANY.

                                   ARTICLE VI
                             [INTENTIONALLY OMITTED]

                                  ARTICLE VII
                 PRE-CLOSING COVENANTS OF THE COMPANY AND VISTA

     7.1  [Intentionally Omitted]

                                      -19-



     7.2  Conduct of the Company and its Subsidiaries. From the date hereof
until the Closing, the Company shall, and the Company shall cause each of its
Subsidiaries, to conduct their respective businesses in the Ordinary Course of
Business and to use their reasonable best efforts to preserve intact their
business organizations and relationships with third parties, to preserve the
goodwill of the suppliers, customers and others having business relations with
the Company or such Subsidiaries. From the date hereof until the Closing,
neither the Company nor its Subsidiaries shall (i) take or agree or commit to
take any action that would make any representation and warranty set forth in
Article IV hereof (other than those expressed as being made as at a specific
date) inaccurate in any respect at, or as of any time prior to, the Closing,
(ii) omit or agree or commit to omit to take any action necessary to prevent any
such representation or warranty from being inaccurate in any respect at any such
time, (iii) split, combine or reclassify any shares of the Company's capital
stock without appropriately adjusting the conversion price of the Series B
Shares prior to their issuance at the Closing, or (iv) declare or pay any
individual or distribution (whether in cash, stock or property) in respect of
its Common Stock.

     7.3  Further Action. The Company and Vista shall use their reasonable best
efforts to take, or cause to be taken, all actions and to do, or cause to be
done, all things necessary or desirable under applicable laws and regulations to
consummate the transactions contemplated by this Agreement. The Company and
Vista agree, and the Company agrees to cause its Subsidiaries, to (a) execute
and deliver such other documents, certificates, agreements and other writings,
(b) obtain all consents and approvals, including, without limitation,
governmental and third party consents or approvals that are required to be
obtained in connection with the transactions contemplated by this Agreement and
(c) take such other actions as may be necessary or desirable in order to
consummate or implement expeditiously the transactions contemplated by this
Agreement.

     7.4  Notice of Certain Events. The Company shall promptly notify Vista in
writing of:

          (a) any notice or other communication to or from any Person alleging
that the consent of such Person is or may be required in connection with the
transactions contemplated by this Agreement;

          (b) any notice or other communication from any Governmental Authority
in connection with the transactions contemplated by this Agreement;

          (c) the occurrence, or failure to occur, of any event which occurrence
or failure would cause any representation and warranty of the Company contained
in Article IV of this Agreement to be untrue or inaccurate in any material
respect (or, in the case of any such representation and warranty qualified by
materiality or Material Adverse Effect, to be untrue or inaccurate in any
respect) at any time from the date hereof to the Closing Date or that will
result in the failure to satisfy any of the conditions specified in Section 8.1.
Such notice (i) shall specify the representation or warranty impacted and (ii)
will not be deemed to amend the Schedules attached hereto unless so accepted as
such by Vista in writing prior to the Closing, in which event such written
acceptance shall be deemed to cure the breach of any such representation or
warranty and amend and/or supplement the schedule related to such representation
or warranty; and

          (d) any failure of the Company or any of its Subsidiaries to comply
with or satisfy any covenant, condition or agreement to be complied with or
satisfied by it under this Agreement.

     7.5  Confidentiality. The parties hereto agree that the nondisclosure
agreement dated as of August 1, 2002, between the Company and Vista (the
"Confidentiality Agreement") shall continue in full force and in accordance with
its terms.

                                      -20-



     7.6  No Solicitation.

          (a) Until the earlier of (x) the termination of this Agreement
pursuant to Section 10.1 and (y) the Closing Date (the period from the date of
this Agreement until such earlier date is referred to herein as the "Exclusivity
Period"), and (i) except as set forth in subsection (b) below, neither the
Company and its Affiliates nor any of their respective Subsidiaries
(collectively, the "Restricted Parties" and each a "Restricted Party") shall,
directly or indirectly, initiate, solicit or encourage (including by way of
furnishing information or assistance), or take any other action to facilitate,
any inquiries or the making of any proposal that constitutes, or would
reasonably be expected to result in, a Competing Transaction (as defined below),
or enter into or maintain or continue discussions or negotiate with any Person
in furtherance of such inquiries or to obtain a Competing Transaction, or agree
to or endorse any Competing Transaction, or authorize or permit any of their
respective officers, directors, employees, consultants or agents or any
investment banker, financial advisor, attorney, accountant or other
representative retained by any Restricted Party to take any such action; and
(ii) the Company shall notify Vista in writing (as promptly as practicable, but
in any event, within two days) if any written or oral request for information or
proposal relating to a Competing Transaction is made and shall keep Vista
promptly advised of all such requests and proposals, and shall provide Vista
with a copy of any such written requests or proposals and a summary of all oral
proposals or requests (unless providing such information or copies is prohibited
by a confidentiality provision existing on the date hereof which are not
terminable by the Company on the date hereof). As used herein, the term
"Competing Transaction" shall mean the offer or sale of equity or equity-linked
securities of the Company to a third party other than Vista.

          (b) Notwithstanding the foregoing, at any time prior to obtaining
Shareholder Approval, in response to a bona fide proposal that the Board of
Directors of the Company determines in good faith constitutes a Superior
Proposal, and which proposal was unsolicited and made after the date hereof and
did not otherwise result from a breach of this Section 7.6, the Company may, for
a period of seven calendar days from the date of receipt of the initial proposal
from any such Person (x) furnish information with respect to the Company to the
person or entity making such proposal, and (y) participate in discussions or
negotiations with the person or entity making such proposal. For purposes of
this Agreement, a "Superior Proposal" means any proposal made by a third party
if the proposal is otherwise on terms which the Board of Directors of the
Company determines in its good faith judgment to be (A) more favorable to the
Company's stockholders from a financial point of view than the transactions
contemplated by this Agreement (taking into account all the terms and conditions
of such proposal and this Agreement (including any changes to the financial
terms of this Agreement proposed by Vista in response to such offer or
otherwise)), and (B) reasonably capable of being completed, taking into account
all financial, legal, regulatory and other aspects of such proposal.

     7.7  Preparation of the Proxy Statement; Stockholders Meeting.

          (a) As promptly as practicable following the date of this Agreement,
the Company shall prepare and file with the SEC a proxy statement relating to
the matters set forth in Section 7.8 for which Shareholder Approval is sought
(as amended or supplemented from time to time, the "Proxy Statement") and the
Company shall use its reasonable best efforts to respond as promptly as
practicable to any comments of the SEC with respect thereto and to cause the
Proxy Statement to be mailed to the Company's stockholders as promptly as
practicable following the date of this Agreement. The Company shall promptly
notify Vista upon the receipt of any comments from the SEC or its staff or any
request from the SEC or its staff for amendments or supplements to the Proxy
Statement and shall provide Vista with copies of all correspondence between the
Company and its representatives, on the one hand, and the SEC and its staff, on
the other hand which relates directly to the Proxy Statement (not including any
documents that may be incorporated by reference therein). Notwithstanding the
foregoing, prior to filing

                                      -21-



or mailing the Proxy Statement (or any amendment or supplement thereto) or
responding to any comments of the SEC with respect thereto, the Company shall
(i) provide Vista an opportunity to review and comment on such document or
response which relates directly to the Proxy Statement (not including any
documents that may be incorporated by reference therein), (ii) include in such
document or response all comments reasonably proposed by Vista which relates
directly to the Proxy Statement (not including any documents that may be
incorporated by reference therein) and (iii) not file or mail such document
which relates directly to the Proxy Statement (not including any documents that
may be incorporated by reference therein) or respond to the SEC prior to
receiving Vista's written approval, which approval shall not be unreasonably
withheld or delayed.

          (b) If requested by the Company, Vista shall use its commercially
reasonable efforts to assist the Company in preparing the Proxy Statement,
including, without limitation, providing to the Company any information
regarding Vista required to be included therein.

          (c) The Company shall, as promptly as practicable following the date
of this Agreement, establish a record date (which will be as promptly as
reasonably practicable following the date of this Agreement) for, duly call,
give notice of, convene and hold a meeting of its stockholders for the purpose
of obtaining the Shareholder Approval sought in accordance with Section 7.8 (the
"Stockholders Meeting"). The Company shall, through its Board of Directors,
recommend to its stockholders that they adopt this Agreement and the Related
Documents, and shall include such recommendation in the Proxy Statement,
provided, however, that the foregoing shall not prohibit the Company's Board of
Directors from withdrawing, modifying or changing such recommendation at any
time to the extent that the Company's Board of Directors determines to do so in
the exercise of their fiduciary duties.

     7.8  Approval by the Company's Stockholders.

          (a) Subject to the terms of Section 7.7(c) above, the Board of
Directors shall recommend the approval, adoption and authorization of the
transactions contemplated hereby, and, provided that the Board of Directors
shall continue to be recommending the adoption of this Agreement and Related
Documents, the Company shall take all lawful action to solicit such approval,
adoption and authorization. No amendment or supplement to the Proxy Statement
will be made by the Company without the prior written consent of Vista which
shall not be unreasonably withheld. The Company will take all reasonable action
necessary in accordance with applicable laws, statutes, rules, regulations,
determinations of any arbitrator, court, other Governmental Agency and stock
exchange, and its Articles of Incorporation and By-laws to convene a meeting of
stockholders to be held before the Closing Date (the "Company Shareholders
Meeting") to obtain the approval and authorization by the Company's stockholders
of: (i) the issuance of the Series B Preferred Stock; (ii) the issuance of
Common Stock upon conversion of the Series B Preferred Stock; and (iii) such
other matters as may be necessary or advisable to consummate the transactions
contemplated by this Agreement (such approval by stockholders of the matters
described in clauses (i) and (ii) is referred to herein as the "Share Issuance
Approval" and such approval by stockholders of all such matters is herein
referred to as the "Shareholder Approval"). If the Company fails to obtain the
Shareholder Approval at such meeting of stockholders and this Agreement is not
otherwise terminated by Vista or the Company pursuant to Section 10.1(e), it
shall use reasonable best efforts to obtain the Shareholder Approval at each
successive stockholders' meeting until the Shareholder Approval is obtained.

          (b) If (i) the Board of Directors (A) fails to make the recommendation
described in Section 7.8(a) above, (B) revokes such recommendation or (C)
revokes its approval of the transactions contemplated by this Agreement, and, in
each of cases (A), (B) and (C), this Agreement shall be terminated by Vista
pursuant to Section 10.1(f) or by the Company pursuant to Section 10.1(g), (ii)
a

                                      -22-



publicly disclosed hostile takeover attempt of the Company by any Person occurs
prior to convening the Company Shareholders Meeting and the Company fails to
obtain the Shareholder Approval, and this Agreement shall be terminated by
either Vista or the Company pursuant to Section 10.1(e)(ii), or (iii) the
Company takes any of the actions described in clauses (x) or (y) in Section
7.6(b) after the seven-day period described in such Section 7.6(b) and
regardless of whether Vista terminates this Agreement, then in each such case
within 3 business days of such termination or such actions taken by the Company,
the Company shall pay to Vista Equity Partners, LLC by wire transfer from
immediately available funds an amount equal to $1,500,000 (the "Termination
Fee") to the accounts designated to the Company in writing by Vista.

     7.9  Rights Agreement. The Company agrees to supplement or amend, in a
manner reasonably acceptable to Vista, the Rights Agreement, dated as of May 11,
1999 between the Company and Equiserv Trust Company, N.A. (the "Rights
Agreement") prior to the Distribution Date (as defined in the Rights Agreement)
pursuant to Section 27 thereof so that Vista, with respect only to its purchase
and beneficial ownership of Series B Preferred Stock and other equity securities
representing up to 34.9% of the issued and outstanding Common Stock (and related
potential adjustments to the number of shares represented by such stock pursuant
to the provisions of Section 5 of the Certificate and repurchases by the
Company), shall not be deemed to be an "Acquiring Person" (as defined in the
Rights Agreement) for purposes of the Rights Agreement (provided that such
supplement or amendment shall immediately terminate in the event that this
Agreement shall terminate for any reason). The Company agrees that if any other
Person shall be deemed not to be such an "Acquiring Person" (or such other
Person is otherwise granted any exemption or release from or any beneficial
rights with respect to the Rights Agreement), then Vista shall be granted the
same exemption, release or rights as such other Person with respect to the
Rights Agreement (provided that this sentence shall be of no force and effect in
the event that this Agreement shall terminate for any reason).

     7.10 Affirmative Covenants. So long as any of the Series B Preferred Stock
is outstanding, the Company shall, and shall cause each Subsidiary to: (i) at
all times cause to be done all things reasonable to maintain, preserve and renew
its corporate existence and all material licenses, authorizations and permits
necessary to the conduct of its businesses, (ii) maintain and keep its
properties in good repair, working order and condition, and from time to time
make all reasonable repairs, renewals and replacements, so that its businesses
may be properly conducted, (iii) pay and discharge when payable all taxes,
assessments and governmental charges imposed upon its properties or upon the
income or profits there from, (iv) comply with all other material obligations
which it incurs pursuant to any contract or agreement, whether oral or written,
express or implied, as such obligations become due, unless and to the extent
that the same are being contested in good faith and by appropriate proceedings
and adequate reserves (as determined in accordance with generally accepted
accounting principles, consistently applied) have been established on its books
with respect thereto, (v) comply with all material applicable laws, rules and
regulations of all governmental authorities, and (vi) apply for and continue in
force with good and responsible insurance companies adequate insurance covering
risks of such types and in such amounts as are customary for businesses of
similar size engaged in similar lines of business.

     7.11 Employee Reduction. The Company shall complete the reduction of its
employees in accordance with its public announcement in the third fiscal quarter
of 2002.
                                      -23-



                                  ARTICLE VIII

                              CONDITIONS PRECEDENT

     8.1  Conditions to Obligations of Vista at Closing. The obligation of Vista
to purchase the Series B Shares at the Closing in accordance with Section 3.2
shall be subject to the satisfaction or waiver by Vista of the following
conditions precedent on or prior to the Closing Date:

          (a) the Certificate shall have been filed with the Secretary of State
of the State of California and shall be in full force and effect as of the
Closing Date and shall not have been modified in any manner;

          (b) as of the Closing Date there shall be an absence of (i) any
general suspension of trading in, or limitation on prices for securities on any
national securities exchange or in the over-the-counter market, or (ii) the
declaration of any banking moratorium or any suspension of payments in respect
of banks or any material limitation (whether or not mandatory) on the extension
of credit by lending institutions in the United States;

          (c) as of the Closing Date the representations and warranties made by
the Company in Article IV hereof and in any Related Document shall be true and
correct in all respects to the extent they are qualified by materiality or
Material Adverse Effect, and to the extent not so qualified shall be true and
correct in all material respects;

          (d) the Company shall have fulfilled, performed or complied in all
material respects with the covenants and conditions set forth in this Agreement
and the Related Documents that are required to be performed by the Company on or
before the Closing Date;

          (e) as of the Closing Date, the Company shall have received written
confirmation from NASDAQ that, subject to receipt of the Shareholder Approval
(which the Company shall seek to obtain in accordance with Section 7.8, subject
to the terms of such Section 7.8), (i) the authorization and issuance of the
Series B Shares and the Conversion Shares will not violate any of the
stockholder approval or voting rules or any listing or maintenance requirements
of NASDAQ, and (ii) NASDAQ will not object to the terms of the Series B Shares
as set forth in the Certificate;

          (f) as of the Closing Date the Company shall have received all
consents and approvals, including, without limitation, Board of Director,
governmental and material third party consents or approvals that are required to
be obtained in connection with the transactions contemplated under this
Agreement and the Related Documents (including receipt of the Shareholder
Approval, which the Company shall seek to obtain in accordance with Section 7.8,
subject to the terms of such Section 7.8);

          (g) the following documents and items shall have been delivered to
Vista at the Closing:

                (i) [intentionally omitted]

                (ii) the written opinion of Venture Law Group, counsel to the
          Company, dated as of the Closing Date and satisfactory in form and
          substance to Vista;

                (iii) a counterpart of the Registration Rights Agreement duly
          executed and delivered by the Company;

                                      -24-



                (iv) certificates evidencing ownership of the Series B Shares
          purchased by Vista, in each case duly executed and delivered by the
          Company;

                (v) a certificate of a duly authorized officer of the Company
          dated as of the Closing Date certifying that (A) the closing
          conditions described in Section 8.1(a) through Section 8.1(i) have
          been satisfied, and (B) the resolutions of the Board of Directors
          attached thereto (which resolutions shall have, among other things,
          authorized all of the transactions contemplated by this Agreement and
          the Related Documents, and approved this Agreement and the Related
          Documents (including, without limitation, the Certificate);

                (vi) a copy of the unaudited consolidated financial statements
          of the Company and its Consolidated Subsidiaries for (A) the three-
          month periods ended March 31, 2002 and June 30, 2002, and (B) the one-
          month periods ending July 31, 2002 and August 30, 2002, in each case
          satisfactory in form and substance to Vista in its sole discretion;
          and

                (vii) such other documents relating to the transactions
          contemplated hereby as Vista may reasonably request; and

          (h) as of the Closing Date neither the Company nor any Subsidiary
shall have suffered or caused to have been suffered since the date of this
Agreement, any occurrence, event or transaction which, individually or together
with each other occurrence, event or transaction, shall have had or could
reasonably be expected to have had a Material Adverse Effect.

     8.2 Conditions to Obligations of the Company. The obligation of the Company
to sell and issue the Series B Shares to Vista at the Closing in accordance with
Section 3.2 shall be subject to:

          (a) the delivery by Vista of the Purchase Price payable by Vista at
the Closing in accordance with Section 3.2;

          (b) as of the Closing Date, Vista having received all consents and
approvals, including, without limitation, governmental and third party consents
or approvals that are required to be obtained in connection with the
transactions contemplated under this Agreement and the Related Documents; and

          (c) as of the Closing Date, the representations and warranties made by
Vista in Article V hereof being true and correct in all respects to the extent
they are qualified by materiality or Material Adverse Effect, and to the extent
not so qualified shall be true and correct in all material respects.

                                   ARTICLE IX
                                    COVENANTS

     9.1 Required Actions. For so long as any of the Series B Shares remain
outstanding, the Company shall and, where applicable, shall cause each
Subsidiary to:

          (a) use its reasonable best efforts to maintain at all times a valid
listing for the Common Stock on a national securities exchange or NASDAQ;

                                      -25-



          (b) maintain and keep its properties in good repair, working order and
condition, and from time to time make all necessary or desirable repairs,
renewals and replacements, so that its businesses may be properly and
advantageously conducted in all material respects at all times;

          (c) maintain or cause to be maintained with financially sound and
reputable insurers that have a rating of "A" or better as established by Best's
Rating Guide (or an equivalent rating with such other publication of a similar
nature as shall be in current use), (i) public liability and property damage
insurance with respect to their respective businesses and properties against
loss or damage of the kinds and in amounts customarily carried or maintained by
companies of established reputation engaged in similar businesses, and (ii)
unless the Board of Directors decides in exercising their fiduciary duties that
such directors' and officers' liability coverage is not prudent, directors' and
officers' liability insurance providing at least the same coverage and amounts
and containing terms and conditions which are not less advantageous in any
material respect, in each case than the directors' and officers' liability
insurance maintained by the Company as of the Closing Date;

          (d) pay and discharge when due all tax liabilities, assessments and
governmental charges or levies imposed upon its properties or upon the income or
profits therefrom (in each case before the same become delinquent and before
penalties accrue thereon), unless the same are being contested in good faith by
appropriate proceedings and adequate reserves in accordance with GAAP,
consistently applied, are being maintained by the Company;

          (e) at all times cause to be done all things necessary to maintain,
preserve and renew its corporate existence and all material licenses,
authorizations and permits necessary to the conduct of its businesses; provided,
that the Company may liquidate, merge out of existence or otherwise dissolve
immaterial Subsidiaries;

          (f) comply with all applicable laws, rules and regulations of all
Government Agencies and material contracts of the Company, the violation of
which could reasonably be expected to have a Material Adverse Effect;

          (g) maintain proper books of record and account which present fairly
in all material respects its financial condition and results of operations and
make provisions on its financial statements for all such proper reserves as in
each case are required in accordance with GAAP, consistently applied;

          (h) reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purposes of issuance upon conversion of
the Series B Shares, such number of shares of Common Stock as are issuable upon
the conversion of all outstanding Series B Shares. All shares of Common Stock
which are so issuable shall, when issued, be duly and validly issued, fully paid
and nonassessable and free from all Taxes, liens and charges (other than due to
Vista's actions). The Company shall take all such actions as may be necessary to
assure that all such shares of Common Stock may be so issued without violation
of any applicable law or governmental regulation or any requirements of any
domestic securities exchange upon which shares of Common Stock may be listed
(except for official notice of issuance which shall be immediately transmitted
by the Company upon issuance);

          (i) use its reasonable best efforts to at all times file all reports
(including annual reports, quarterly reports and the information, documentation
and other reports) required to be filed by the Company under the Exchange Act
and Sections 13 and 15 of the rules and regulations adopted by the SEC
thereunder, and the Company shall use its reasonable best efforts to file each
of such reports on a timely basis, and take such further action as any holder or
holders of Securities may reasonably request, all to the extent required to
enable such holders to sell Securities pursuant to Rule 144 adopted by the SEC
under the Securities Act (as such rule may be amended from time to time) or any
similar rule or

                                      -26-



regulation hereafter adopted by the SEC and to enable the Company to register
securities with the SEC on Form S-3 or any similar short-form registration
statement and upon the filing of each such report deliver a copy thereof to each
holder of the Series B Shares (or, if the Company is no longer subject to the
requirements of the Exchange Act, provide reports in substantially the same form
and at the same times as would be required if it were subject to the Exchange
Act).

     9.2  Use of Proceeds. The proceeds from the issuance of the Series B
Preferred Stock will be used by the Company (i) to repay outstanding
indebtedness and (ii) for working capital and general corporate purposes.

     9.3  Information Rights. The Company shall furnish to Vista:

          (a) within 90 days after the end of each fiscal year (or, if required
to be filed with the SEC sooner, then concurrently with such filing), its Form
10-K containing its audited consolidated balance sheet and related statements of
income, stockholders' equity and cash flows as of the end of and for such year,
setting forth in each case in comparative form the figures for the previous
fiscal year, all reported on by KPMG LLP or other independent public accountants
of recognized national standing (without a "going concern" or like qualification
or exception and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly
in all material respects the financial condition and results of operations of
the Company and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied;

          (b) within 90 days after the end of each fiscal year (or, if required
to be filed with the SEC sooner, then concurrently with such filing), (i) its
consolidating balance sheets and related statements of income, stockholders'
equity and cash flows as of the end of and for such year, setting forth in each
case in comparative form the figures for the budget and previous fiscal year and
(ii) an unaudited income statement for each of the Company's business lines, all
certified by one of its Financial Officers as presenting fairly in all material
respects the results of operations of the Company on a consolidating basis in
accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes;

          (c) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year (or, if required to be filed with the SEC sooner,
then concurrently with such filing), its Form 10-Q containing its consolidated
balance sheet and related statements of income, stockholders' equity and cash
flows as of the end of and for such fiscal quarter and the then elapsed portion
of the fiscal year, setting forth in each case in comparative form the figures
for the corresponding period or periods of (or, in the case of the balance
sheet, as of the end of) the previous fiscal year;

          (d) within 30 days after the end of each of the first three fiscal
quarters of each fiscal year, (i) its consolidating balance sheet and related
statements of income, stockholders' equity and cash flows as of the end of and
for such fiscal quarter and the then elapsed portion of the fiscal year, setting
forth in each case in comparative form the figures for the corresponding period
or periods of (or, in the case of the balance sheet, as of the end of) the
budget and previous fiscal year and (ii) an unaudited income statement for each
of the Company's business lines, all certified by one of its Financial Officers
as presenting fairly in all material respects the results of operations of the
Company on a consolidating basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes;

          (e) within 30 days after the end of each month which is neither a
fiscal year end nor a fiscal quarter end, (i) its consolidating balance sheet
and related statements of income, stockholders' equity and cash flows as of the
end of and for such month and the then elapsed portion of the fiscal year,

                                      -27-



setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of)
the budget and previous fiscal year and (ii) an unaudited income statement for
each of the Company's business lines, all certified by one of its Financial
Officers as presenting fairly in all material respects the results of operations
of the Company on a consolidating basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of
footnotes;

          (f) by no later than December 15 of each fiscal year, a budget and
business plan for the immediately succeeding fiscal year in the form approved by
the Company's board of directors, together with a business forecast for such
succeeding fiscal year, all in form, scope and detail satisfactory to Vista and
on a quarterly basis for each fiscal quarter of such succeeding fiscal year;

          (g) promptly after the same become publicly available, (to the extent
not available through electronic means) copies of all periodic and other
reports, proxy statements and other materials filed by the Company or any
Subsidiary with the SEC, or any Governmental Agency succeeding to any or all of
the functions of the SEC, or with any national securities exchange, or
distributed by the Company to its stockholders generally, as the case may be;

          (h) promptly after the same are delivered to the members of the Board
of Directors, copies of all business plans and other financial plans relating to
the Company and/or its Subsidiaries; and

          (i) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Company or any Subsidiary, or compliance with the terms of the this Agreement or
any Related Document, as Vista may reasonably request.

     9.4  Access Rights. The Company shall permit Vista, its agents and
representatives to have reasonable access to the management personnel, premises,
contracts, books and records of the Company and its Subsidiaries upon reasonable
notice during regular business hours.

     9.5  Standstill Agreement. For a period of one year ending on the
anniversary of the Closing Date, Vista shall not, and Vista shall not permit its
Affiliates to solicit any proxy to elect a new majority of the Board of
Directors; provided, however, that if any other Person not affiliated with Vista
undertakes to solicit such a proxy to elect a new majority of the Board of
Directors, then Vista or its Affiliates shall be permitted to undertake such
actions.

                                    ARTICLE X
                                   TERMINATION

     10.1 Termination. This Agreement may be terminated at any time prior
to the Closing:

          (a) by Vista, so long as Vista is not in material breach of any
covenant or agreement set forth in this Agreement, if there has been a material
breach by the Company or any of its Subsidiaries of any covenant or agreement of
the Company set forth in this Agreement other than in Sections 7.2, 7.4, 7.5, or
7.10;

          (b) by the Company, so long as the Company is not in material breach
of any covenant or agreement set forth in this Agreement, if there has been a
material breach by Vista of any covenant or agreement of Vista set forth in this
Agreement;

          (c) by mutual written agreement of the Company and Vista;

                                      -28-



          (d) by either the Company or Vista if the Closing shall not have been
consummated on or before April 30, 2003; provided, that the party seeking to
terminate this Agreement is not then in material breach of this Agreement;

          (e) (i) by Vista or the Company if the Company fails to obtain the
Shareholder Approval at the Company Shareholders Meeting in all such instances
other than in clause (ii) of this Section 10.1(e) or (ii) by Vista if a publicly
disclosed hostile takeover attempt of the Company by any Person occurs prior to
convening the Company Shareholders Meeting and the Company fails to obtain the
Shareholder Approval;

          (f) by Vista if the Board of Directors of the Company shall have (i)
withdrawn, modified or changed its recommendation that the stockholders of the
Company approve the matters to be considered at the Company Shareholders
Meeting, (ii) revoked its approval of the transactions contemplated by this
Agreement, or (iii) the Company takes any of the actions described in clauses
(x) or (y) in Section 7.6(b) after the seven-day period described in such
Section 7.6(b);

          (g) by the Company if the Board of Directors of the Company shall have
withdrawn, modified or changed its recommendation that the stockholders of the
Company approve the matters to be considered or if the Company has accepted or
endorsed a Superior Proposal; or

          (h) by Vista, so long as Vista is not in material breach of any
covenant or agreement set forth in this Agreement, if there has been a breach by
the Company or any of its Subsidiaries of Sections 7.2, 7.4, 7.5, or 7.10 which
breach has a Material Adverse Effect on the Company.

The party or parties desiring to terminate this Agreement pursuant to any of
clauses (a) through (i) above shall give written notice of such termination to
the other parties.

     10.2 Effect of Termination. If this Agreement is terminated as permitted by
Section 10.1, this Agreement shall forthwith become void and there shall be no
liability or obligation of any party (or any stockholder, partner, director,
officer, employee, agent, consultant or representative of such party) to the
other parties to this Agreement, except that (i) Section 7.8(b) and Article XIII
shall continue in full force and effect and all fees and expenses payable
thereunder, if any, shall be payable, and (ii) nothing herein will relieve any
party from liability for any breach of any representation, warranty, agreement
or covenant contained herein prior to such termination.

                                   ARTICLE XI
                                    SURVIVAL

     11.1 Survival. The representations and warranties of Vista and the Company
contained herein shall survive the Closing and expire on the date that is 30
days after the date on which the Company files with the SEC its Form 10-K for
the fiscal year ending on December 31, 2003; provided, that (i) the
representations and warranties made by the Company in Sections 4.1, 4.2, 4.3,
4.23, 4.24 and 4.25 shall survive indefinitely, and (ii) the representations and
warranties made by the Company in Section 4.22 shall survive for the duration of
any applicable statute of limitations (including any extensions thereof).

                                      -29-



                                   ARTICLE XII
                                 INDEMNIFICATION

     12.1 Indemnification.

          (a) In consideration of Vista's execution and delivery of this
Agreement and acquiring the Series B Shares hereunder and in addition to all of
the Company's other obligations under this Agreement, the Company shall defend,
protect, indemnify and hold harmless Vista and all of its respective Affiliates,
officers, managers, advisors, directors, employees and agents (including,
without limitation, those retained in connection with the transactions
contemplated by this Agreement) (collectively, the "Indemnitees") from and
against any and all actions, causes of action, suits, claims (including without
limitation actions, causes of action, suits and claims brought by or against
Person, including stockholders of the Company on behalf of themselves and their
respective subsidiaries), losses, costs, penalties, fees, liabilities and
damages, and expenses (including, without limitation, costs of suit and all
reasonable attorneys' fees and expenses incurred in connection with
investigating, preparing for and responding to third party subpoenas or
enforcing this Agreement) in connection therewith (irrespective of whether any
such Indemnitee is a party to the action for which indemnification hereunder is
sought) or other liabilities, losses or, in the case of clauses (i) and (ii)
below, diminution in value (the "Indemnified Liabilities"), incurred by the
Indemnitees or any of them as a result of, or arising out of, or relating to (i)
the breach of any representation or warranty contained in this Agreement or in
any Related Document, (ii) the breach of any promise, agreement or covenant
contained in this Agreement or in any Related Document, (iii) the Company's
actions or failures to act (including statements or omissions made or
information provided by the Company or its agents), or (iv) actions or failures
to act by an Indemnitee with the Company's written consent or in reliance on the
Company's actions or failures to act.

          (b) The Company shall reimburse the Indemnitees for the Indemnified
Liabilities as such Indemnified Liabilities are incurred. To the extent that the
foregoing undertaking by the Company may be unenforceable for any reason, the
Company shall make the maximum contribution to the payment and satisfaction of
each of the Indemnified Liabilities which is permissible under applicable law.
The indemnification provided for under this Agreement will remain in full force
and effect regardless of any investigation made by or on behalf of the
Indemnitee or any officer, director or controlling Person of such Indemnitee and
will survive the transfer of securities.

          (c) Any Person entitled to indemnification hereunder (i) will give
prompt written notice to the Company of any claim with respect to which it seeks
indemnification and (ii) if the Indemnified Liability arises from a third party
claim, unless in such Indemnitee's reasonable judgment a conflict of interest
between the Company and such Indemnitee may exist with respect to such third
party claim, will permit the Company to assume the defense of such claim with
counsel reasonably satisfactory to the Indemnitee. If such defense is assumed,
the Company will not be subject to any liability for any settlement made by the
Indemnitee without its consent (but such consent will not be unreasonably
withheld). If the Company is not entitled to, or elects not to, assume the
defense of a claim hereunder, the Company will not be obligated to pay the fees
and expenses of more than one counsel for all Indemnitees with respect to such
claim, unless in the reasonable judgment of any Indemnitee a conflict of
interest may exist between such Indemnitee and any other of such Indemnitees
with respect to such claim. In such instance, the conflicting Indemnitees shall
have the right to obtain one separate counsel, chosen by the majority of each
separate group of conflicting Indemnitees, at the expense of the Company.

          (d) Payments by the Company pursuant to Section 12.1(a) shall be
limited to the amount of any liability or damage that remains after deducting
therefrom any insurance proceeds and any indemnity, contribution or other
similar payment recovered by the Indemnitees from any third party with respect
thereto.

                                      -30-



          (e) Notwithstanding anything to the contrary set forth herein, no
Indemnitee shall be entitled to be indemnified pursuant to this Article XII for
any Indemnified Liability that arises as a result of the Indemnitee's gross
negligence or willful misconduct; provided, however, that the Company shall pay
the expenses incurred by any such Indemnitee hereunder, as such expenses are
incurred, in connection with any proceeding in advance of the final disposition,
so long as the Company receives an undertaking by such Indemnitee to repay the
full amount advanced if there is a final determination that such Indemnitee
failed the standards set forth above or that such Indemnitee is not entitled to
indemnification as provided herein for other reasons; and provided, further,
that the termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that such Indemnitee was either grossly
negligent or engaged in willful misconduct.

                                  ARTICLE XIII
                               GENERAL PROVISIONS

     13.1 Public Announcements. Neither Vista nor the Company shall make, or
permit any agent or Affiliate to make, any public statements, including, without
limitation, any press releases, with respect to this Agreement and the
transactions contemplated hereby without the prior written consent of the other,
except as may be required by law or the rules of any exchange on which the
Company's securities may be listed or any inter-dealer quotation system in which
the Company's securities may be authorized to be quoted.

     13.2 Successors and Assigns. This Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns,
including each subsequent holder of Series B Shares or Conversion Shares. Except
as otherwise specifically provided herein, this Agreement shall not be
assignable by any party without the prior written consent of the other parties
hereto; provided, that Vista shall be entitled to assign its rights and
obligations under this Agreement to any transferee of Series B Shares without
the consent of the Company so long as (i) the transfer of such Series B Shares
to such transferee is made in accordance with Section 6.4 hereof and (ii) such
transferee agrees in writing to be bound by the terms of this Agreement.

     13.3 Entire Agreement. This Agreement, the Related Documents and the
Confidentiality Agreement and each other writing referred to herein or delivered
pursuant hereto constitute the entire agreement among the parties with respect
to the subject matter hereof and supersede all prior arrangements or
understandings.

     13.4 Notices. All notices, requests, consents and other communications
provided for herein shall be in writing and shall be (i) delivered in person,
(ii) transmitted by telecopy, (iii) sent by first-class, registered or certified
mail, postage prepaid, or (iv) sent by reputable overnight courier service, fees
prepaid, to the recipient at the address or telecopy number set forth below, or
such other address or telecopy number as may hereafter be designated in writing
by such recipient. Notices shall be deemed given upon personal delivery, seven
days following deposit in the mail as set forth above, upon acknowledgment by
the receiving telecopier or one day following deposit with an overnight courier
service.

                                      -31-



                  To the Company, to:
                  ------------------

                           Aspect Communications Corporation
                           1310 Ridder Park Drive
                           San Jose, CA  95131-2313
                           Attention:  Beatriz Infante
                           Facsimile:  (408) 325-2442

                           With a copy, which shall not constitute notice to the
                           Company, to:

                           Venture Law Group
                           2775 Sand Hill Road
                           Menlo Park, CA  94025
                           Attention:  Jon Gavenman
                           Facsimile No.:  (650) 233-8386

                  To Vista, to:
                  ------------

                           Vista Equity Fund II, L.P.
                           c/o Vista Equity Partners
                           150 California Street, 19th Floor
                           San Francisco, CA  94111
                           Attn: Robert F. Smith
                                 Stephen J. Davis
                           Facsimile No.: (415) 765-6666

                           With a copy, which shall not constitute notice to
                           Vista, to:

                           Kirkland & Ellis
                           Citigroup Center
                           153 East 53rd Street
                           New York, NY  10022-4675
                           Attention:  Eunu Chun, Esq.

                           Facsimile No.:  (212) 446-4900

or, in each case, to such other address or to the attention of such other person
as the recipient party shall have specified by prior written notice to the
sending party.

     13.5 Closing Fee; Vista's Fees and Expenses.

          (a) On the Closing Date, in consideration for the services Vista or
its Affiliates performed in structuring and arranging the transactions
contemplated by this Agreement and the Related Documents, the Company will pay
to Vista Equity Partners, LLC (or its Affiliate) a transaction fee equal to
$500,000 (the "Closing Fee"), by wire transfer of immediately available funds to
an account indicated to the Company by Vista. In addition, on the earlier of (x)
the Closing Date, and (y) the third business day after this Agreement is
terminated, unless (A) the Termination Fee under Section 7.8(b) and the Closing
Fee is paid to Vista, or (B) this Agreement is terminated pursuant to Section
10.1(b), 10.1(c), or 10.1(e)(i), the Company shall reimburse Vista for (i) the
reasonable fees and expenses of Kirkland & Ellis and PriceWaterhouseCoopers LLP
incurred by Vista in connection with the documentation, negotiation and
consummation of the transactions contemplated by this Agreement and the Related
Documents, and (ii) all other reasonable fees and out-of-pocket expenses
incurred by Vista in connection with the

                                      -32-



transactions contemplated hereunder (including, without limitation, fees and
expenses of legal counsel, accountants, investment bankers, brokers or other
representatives). After the Closing, the Company agrees to reimburse Vista for
all reasonable fees and expenses (including reasonable legal fees) incurred in
connection with any future amendment to, waiver of or the enforcement by Vista
of any of its rights arising under this Agreement or any of the Related
Documents.

          (b) In addition to any amounts payable pursuant to the second sentence
of clause (a) above, if this Agreement is terminated by Vista or the Company
pursuant to Sections 10.1(a), 10.1(d), 10.1(e)(ii), 10.1(f), 10.1(g) or 10.1(h),
then, in addition to any other remedies or claims Vista may have in law or in
equity, the Company shall, within three business days of such notice of
termination, pay to Vista Equity Partners, LLC the Closing Fee. Any amounts
payable under this Section 13.5(b) shall be paid by wire transfer of immediately
available funds to the accounts designated to the Company by Vista.

     13.6 Amendment and Waiver. No amendment or waiver of any provision of this
Agreement shall be effective, unless the same shall be in writing and signed by
the Company and Vista. No such waiver shall operate as a waiver of, or estoppel
with respect to, any subsequent or other failure. No failure by any party to
take any action against any breach of this Agreement or default by any other
party shall constitute a waiver of such party's right to enforce any provision
hereof or to take any such action.

     13.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one agreement.

     13.8 Headings. The headings of the various sections of this Agreement have
been inserted for reference only and shall not be deemed to be a part of this
Agreement.

     13.9 Specific Performance. The Company, on the one hand, and Vista, on the
other hand, acknowledges that money damages may not be a sufficient remedy for
any breach of this Agreement. It is accordingly agreed that the parties shall be
entitled to seek specific performance and injunctive relief as remedies for any
such breach, these remedies being in addition to any of the remedies to which
they may be entitled at law or equity.

     13.10 Remedies Cumulative. Except as otherwise provided herein, the
remedies provided herein shall be cumulative and shall not preclude the
assertion by any party hereto of any other rights or the seeking of any other
remedies against any other party hereto.

     13.11 GOVERNING LAW. THE CORPORATE LAW OF THE STATE OF CALIFORNIA SHALL
GOVERN ALL ISSUES AND QUESTIONS RELATING TO THE INTERNAL GOVERNANCE OF THE
COMPANY AND ANY OTHER ISSUES AND QUESTIONS ARISING UNDER THE SCOPE OF THE
CORPORATE LAW OF THE STATE OF CALIFORNIA. ALL ISSUES AND QUESTIONS RELATING TO
THE CONSTRUCTION, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OR CHOICE OF
LAW OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION WHICH WOULD RESULT IN THE
APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE

     13.12 Arbitration.

          (a) Resolution of Disputes. If a Dispute arises between the parties,
the parties agree to use the following procedures in good faith to resolve such
Dispute promptly and non-judicially. For

                                      -33-



purposes of this Agreement, "Dispute" shall mean any alleged material breach of
any representation, warranty or obligation herein, or a disagreement regarding
the interpretation, performance or nonperformance of any provision thereof, or
the validity, scope and enforceability of these dispute resolution procedures,
or any dispute regarding any damages arising from the termination of this
Agreement. Any party may give written notice to any other party of the existence
of a Dispute (a "Dispute Notice").

          (b) Negotiation. Within ten days after delivery of any Dispute Notice
the parties involved in the Dispute shall meet at a mutually agreeable time and
place and thereafter as often as they deem reasonably necessary to exchange
relevant information and attempt in good faith to negotiate a resolution of the
Dispute. If the Dispute has not been resolved within ten days after the first
meeting of the parties, or, if the party receiving the Dispute Notice will not
meet within ten days after receipt of the Dispute Notice, then either party may,
by delivering notice to the other party, commence arbitration proceedings.

          (c) Arbitration. If the parties are not successful in resolving a
Dispute, then the Dispute shall be resolved by binding arbitration conducted by
three arbitrators in accordance with the Commercial Arbitration Rules of the
American Arbitration Association as in effect from time to time as modified by
the terms hereof (the "Arbitration Law"). Either party may initiate final
resolution of the Dispute by delivering a written demand for arbitration to the
other party. Each party shall notify the other party of its appointment of one
neutral arbitrator within seven days after receipt of such written demand for
arbitration and the third neutral arbitrator shall be appointed by a court of
competent jurisdiction in New York. Each of the three arbitrators shall function
as an arbitrator without any one of them serving as an Umpire or having more
authority than the other two. If such arbitrator appointments are not made
within said time periods, the arbitrators shall be selected by a court of
competent jurisdiction in New York. All arbitrators must be attorneys with
experience in law relating to investment funds. Further, no arbitrator may be a
current or former client or employee of any party or an attorney that has
provided legal advice to any party within the preceding twelve months, nor may
an arbitrator be a current or former employee of a direct competitor of any of
the parties. Additionally, prior to their assumption of duties as an arbitrator,
all arbitrators must sign an oath of neutrality in customary form. If requested
by either party, the arbitration award shall set forth findings of fact and
conclusions of law upon which the award is based in the same manner as a
judgment from a court of New York. Judgment upon the award rendered by the
arbitrators shall be binding upon the parties and may be entered by any court
having jurisdiction thereof. The place of arbitration shall be New York, unless
the parties mutually agree otherwise. The language of the arbitration shall be
English. The arbitrators may allocate against the losing party all reasonable
attorneys' fees and costs of arbitration including the fees of the arbitrators
and any other costs described herein so long as such arbitrators direct in the
award that any such costs shall not be taxable in the courts of New York. The
parties agree that a party's remedies under this arbitration procedure may be
inadequate and that, notwithstanding this clause (c), such aggrieved party shall
be entitled to seek injunctive relief. The institution and maintenance of an
action to obtain or enforce equitable remedies shall not constitute a waiver of
the right of any party including the plaintiff to submit the controversy or
claim to arbitration.

          (d) General Dispute Resolution Provisions.

              (i) All deadlines specified in this Section 13.12 may be extended
     by mutual agreement. The procedures specified in this Section 13.12 are an
     essential provision of the Agreement and are legally binding on the
     parties. These procedures shall be the sole and exclusive procedures for
     the resolution of any Dispute between the parties arising out of or
     relating to this Agreement. Any and all actions to enforce the obligations
     under this Section 13.12 shall be brought in any court of competent
     jurisdiction in courts located in New York.

                                      -34-



              (ii) The parties acknowledge that the provisions of this Section
     13.12 are intended to provide a private resolution of Disputes between
     them. Accordingly, all documents, records, and other information relating
     to the Dispute shall at all times be maintained in the strictest confidence
     and not disclosed to any third party, other than the arbitrators, except
     where specifically allowed hereunder and except as required to be disclosed
     as a matter of law. All proceedings, communications and negotiations
     pursuant to this Section 13.12 are confidential. In the event of any
     judicial challenge to, or enforcement of, any order or award hereunder, any
     party may designate such portions of the record of such proceedings,
     communications, and negotiations as such party deems appropriate to be
     filed under seal. All proceedings, communications and negotiations pursuant
     to this Section 13.12 shall be treated as compromise negotiations for all
     purposes, including for purposes of the U.S. Federal Rules of Evidence and
     state rules of evidence. None of the statements, disclosures, offers, or
     communications (or other assertions made in any proceeding or negotiation)
     made pursuant to this Section 13.12 shall be deemed admissions, nor shall
     any of said statements, disclosures, offers, communications or assertions
     be admissible for any purpose other than the enforcement of the terms of
     this Section 13.12.

              (iii) The parties agree to act in good faith to comply with all of
     their respective obligations under this Agreement as much as possible as if
     there were no Dispute during any pending mediation or arbitration
     hereunder.

              (iv) The parties agree that the terms of this Section 13.12 shall
     survive the termination or expiration of this Agreement.

          (e) Notice. The parties agree to have any Dispute decided by neutral
arbitration as provided in this Section 13.12 and the parties are giving up any
rights they might possess to have the Dispute litigated in a court or by a jury
trial. The parties are giving up their judicial rights to discovery and appeal,
unless such rights are specifically included in this Section 13.12. The parties
acknowledge and agree that their agreement to this arbitration provision is
voluntary.

     13.13 No Third Party Beneficiaries. Except as specifically set forth or
referred to herein, nothing herein is intended or shall be construed to confer
upon any person or entity other than the parties hereto and their successors or
assigns, any rights or remedies under or by reason of this Agreement.

     13.14 Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

     13.15 Time of the Essence; Computation of Time. Time is of the essence for
each and every provision of this Agreement. Whenever the last day for the
exercise of any privilege or the discharge or any duty hereunder shall fall upon
a non-Business Day, the party having such privilege or duty may exercise such
privilege or discharge such duty on the next succeeding Business Day.

                                    * * * * *

                                      -35-







     IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Preferred Stock Purchase Agreement as of the date first above
written.

                                   ASPECT COMMUNICATIONS CORPORATION



                                   By:   /s/ Beatriz Infante
                                        -------------------------------------
                                        Name: Beatriz Infante
                                        Title:   Chairman, President and Chief
                                                 Executive Officer

                                   VISTA EQUITY FUND II, LP

                                   By:  VEFIIGP, LLC
                                        its Managing General Partner

                                   By:   /s/ Robert F. Smith
                                        -------------------------------------
                                        Name: Robert F. Smith
                                        Title: Managing Member

EX-10.1

                                                                    EXHIBIT 10.1

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
[_______ ___], 2002, between Aspect Communications Corporation, a California
corporation (the "Company"), and Vista Equity Fund II, LP, a Cayman Islands
exempted limited partnership ("Vista").

     The parties to this Agreement are parties to a Preferred Stock Purchase
Agreement dated November 14, 2002 (the "Purchase Agreement"). In order to induce
Vista to enter into the Purchase Agreement, the Company has agreed to provide
the registration rights set forth in this Agreement. The execution and delivery
of this Agreement is a condition to the Closing under the Purchase Agreement.
Unless otherwise provided in this Agreement, capitalized terms used herein shall
have the meanings set forth in Section 10 hereof.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby agree as follows:

     1. Demand Registrations.

     (a) Requests for Registration. Subject to the understanding and the number
of requests set forth in this Section 1, at any time and from time to time, the
holders of a majority of the Registrable Securities may request registration,
whether underwritten or otherwise, under the Securities Act of all or any
portion of their Registrable Securities. All registrations requested pursuant to
this Section 1(a) are referred to herein as "Demand Registrations". Each request
for a Demand Registration shall specify the approximate number of Registrable
Securities requested to be registered, the anticipated per share price range for
such offering and the intended method of distribution. Within ten days after
receipt of any such request, the Company shall give written notice of such
requested registration to all other holders of Registrable Securities and,
subject to the terms of Section 1(d) hereof, shall include in such registration
(and in all related registrations and qualifications under state blue sky laws
or in compliance with other registration requirements and in any related
underwriting) all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 15 days after the receipt
of the Company's notice.

     (b) Long-Form Registrations. The holders of a majority of the Registrable
Securities shall be entitled to request 2 registrations under the Securities Act
on Form S-1 or any similar long-form registrations (the "Long-Form
Registrations") in which the Company shall pay all Registration Expenses. A
registration shall not count as one of the permitted Long-Form Registrations
until it has become effective and the holders of Registrable Securities are able
to register and sell at least 90% of the Registrable Securities requested to be
included in such registration at a price per share no less than the price per
share set forth on the cover page of the prospectus for such registration
(provided that after the effective date of such Demand Registration, such
holders use their reasonable efforts to sell the shares which are registered
pursuant to such Demand Registration at such price); it being understood and
agreed that the




requisite holders of Registrable Securities making a request for a Demand
Registration hereunder may withdraw from such registration at any time prior to
the effective date of such Demand Registration, in which case such request will
not count as one of the permitted Demand Registrations for such holders.

     (c) Short-Form Registrations. In addition to the Long-Form Registrations
provided pursuant to Section 1(b), the holders of a majority of the Registrable
Securities shall be entitled to request an unlimited number of registrations
under the Securities Act on Form S-2 or S-3 or any similar short-form
registrations (the "Short-Form Registrations") in which the Company shall pay
all Registration Expenses. Demand Registrations shall be Short-Form
Registrations whenever the Company is permitted to use any applicable short form
and if the managing underwriters (if any) agree to the use of a Short-Form
Registration. The Company shall use its best efforts to make Short-Form
Registrations available for the sale of Registrable Securities. A registration
shall not count as a permitted Short-Form Registration until it has become
effective and the holders of Registrable Securities are able to register and
sell at least 90% of the Registrable Securities requested to be included in such
registration at a price per share no less than the share price set forth on the
cover page of the prospectus for such registration (provided that after the
effective date of such Demand Registration, such holders use their reasonable
efforts to sell the shares which are registered pursuant to such Demand
Registration at such price). The Company shall not be obligated to effect more
than 1 Short-Form Registration within 365 days after the effective date of a
previous Short-Form Registration.

     (d) Priority on Demand Registrations. The Company shall not include in any
Demand Registration any securities which are not Registrable Securities without
the prior written consent of the holders of at least a majority of the
Registrable Securities initially requesting such registration. If a Demand
Registration is an underwritten offering and the managing underwriters advise
the Company in writing that in their opinion the number of Registrable
Securities and, if permitted hereunder, other securities requested to be
included in such offering exceeds the number of Registrable Securities and other
securities, if any, which can be sold therein without adversely affecting the
marketability of the offering, the Company shall include in such registration
prior to the inclusion of any securities which are not Registrable Securities
the number of Registrable Securities requested to be included which in the
opinion of such underwriters can be sold without adversely affecting the
marketability of the offering, pro rata among the respective holders thereof on
the basis of the amount of Registrable Securities owned by each such holder.

     (e) Selection of Underwriters. In the case of a Demand Registration for an
underwritten offering, the holders of a majority of the Registrable Securities
initially requesting such Demand Registration hereunder shall have the right to
select the investment banker(s) and manager(s) to administer the offering.

     (f) Other Registration Rights. The Company represents and warrants that it
is not a party to, or otherwise subject to, any other agreement granting
registration rights to any Person other than Vista with respect to any
securities of the Company. Except as provided in this Agreement, the Company
shall not grant to any Persons the right (other than such rights that are
subordinate to the registration rights granted pursuant to this Agreement) to
request or require the

                                       2



Company to register any equity securities of the Company, or any securities
convertible or exchangeable into or exercisable for such securities, without the
prior written consent of the holders of at least a majority of the Registrable
Securities.

     (g) Registration Expenses in the Event of Withdrawn Requests.
Notwithstanding any other provisions hereof with respect to expenses, the
Company shall not be required to pay for any out-of-pocket expenses of any
Demand Registration (whether Long-Form or Short-Form) proceeding begun pursuant
to this Section 1 if the registration request is subsequently withdrawn at the
request of the requisite holders of Registrable Securities making the request
for registration (in which case all such holders shall bear such out-of-pocket
expenses), unless, in the case of Long-Form Registrations, such holders agree to
forfeit their right to one Long-Form Registration pursuant to this Section 1;
provided further, however, that if at the time of such withdrawal, the holders
(i) have learned of a material adverse change in the condition or business of
the Company that was not known to the holders at the time of their request and
(ii) have withdrawn the request with reasonable promptness following disclosure
by the Company of such material adverse change, then the holders shall not be
required to pay any of such out-of-pocket expenses and shall not forfeit their
rights to one Long-Form Registration.

     (h) Registration Deferral Right. Notwithstanding the foregoing, if the
Company shall furnish to holders requesting a registration statement pursuant to
this Section 1, a certificate signed by the President of the Company stating
that in the good faith judgment of the Board of Directors of the Company, it
would be seriously detrimental to the Company and its shareholders for such
registration statement to be filed and it is therefore essential to defer the
filing of such registration statement, the Company shall have the right to defer
such filing for a period of not more than 60 days after receipt of the request
of the holders; provided, however, that the Company may not utilize this right
more than once in any twelve-month period.

     2. Piggyback Registrations.

     (a) Right to Piggyback. Whenever the Company proposes to register any of
its securities under the Securities Act (other than pursuant to a Demand
Registration, a registration relating solely to the sale of securities to
participants in a Company stock plan or a transaction covered by Rule 145 under
the Securities Act, a registration in which the only stock being registered is
Common Stock issuable upon conversion of debt securities which are also being
registered, or any registration on any form which does not include substantially
the same information as would be required to be included in a registration
statement covering the sale of the Registrable Securities) and the registration
form to be used may be used for the registration of Registrable Securities (a
"Piggyback Registration"), the Company shall give prompt written notice (in any
event within three business days after its receipt of notice of any exercise of
demand registration rights other than under this Agreement) to all holders of
Registrable Securities of its intention to effect such a registration and,
subject to the terms of Sections 2(c) and 2(d) hereof, shall include in such
registration (and in all related registrations or qualifications under blue sky
laws or in compliance with other registration requirements and in any related
underwriting) all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 20 days after the giving
of the Company's notice.

                                       3



     (b) Piggyback Expenses. The Registration Expenses of the holders of
Registrable Securities shall be paid by the Company in all Piggyback
Registrations.

     (c) Priority on Primary Registrations. Subject to the terms and conditions
of Section 3, if a Piggyback Registration is an underwritten primary
registration on behalf of the Company, and the managing underwriters advise the
Company in writing that in their opinion the number of securities requested to
be included in such registration exceeds the number which can be sold in such
offering without adversely affecting the marketability of the offering, the
Company shall include in such registration (i) first, the securities the Company
proposes to sell, (ii) second, the Registrable Securities requested to be
included in such registration, pro rata among the holders of such Registrable
Securities on the basis of the number of shares owned by each such holder, and
(iii) third, other securities requested to be included in such registration.

     (d) Priority on Secondary Registrations. Subject to the terms and
conditions of Section 3, if a Piggyback Registration is an underwritten
secondary registration on behalf of holders of the Company's securities, and the
managing underwriters advise the Company in writing that in their opinion the
number of securities requested to be included in such registration exceeds the
number which can be sold in such offering without adversely affecting the
marketability of the offering, the Company shall include in such registration
the securities requested to be included therein by the holders requesting such
registration and the Registrable Securities requested to be included in such
registration, pro rata among the holders of such securities on the basis of the
number of securities owned by each such holder.

     (e) Selection of Underwriters. If any Piggyback Registration is an
underwritten offering, the selection of investment banker(s) and manager(s) for
the offering will be selected by the Company.

     (f) Other Registrations. If the Company has previously filed a registration
statement with respect to Registrable Securities pursuant to Section 1 or
pursuant to this Section 2, and if such previous registration has not been
withdrawn or abandoned, in addition to the understanding set forth in Section
1(c) above, holders of Registrable Securities shall not be entitled to request,
and the Company shall not file or cause to be effected, any other registration
of any of its equity securities or securities convertible or exchangeable into
or exercisable for its equity securities under the Securities Act (except on
Form S-4, Form S-8 or any successor form), whether on its own behalf or at the
request of any holder or holders of such securities, until a period of at least
180 days has elapsed from the effective date of such previous registration.

     3. Additional Rights. Notwithstanding anything herein to the contrary, the
Company shall cause the following: (i) in the first registration of the
Company's equity securities under the Securities Act after the date hereof, the
holders of Registrable Securities shall be able to include in such registration
a number of Registrable Securities equal to the greater of (A) 50% of the
securities to be included in such registration and (B) securities with a fair
market value (as determined by the offering price in the registration) equal to
$50.0 million, and (ii) in the second registration of the Company's equity
securities under the Securities Act after the date hereof, the holders of
Registrable Securities shall be able to include in such registration a number of
Registrable Securities equal to the greater of (A) 25% of the securities to be
included in such

                                       4



registration and (B) securities with a fair market value (as determined by the
offering price in the registration) equal to $25.0 million.

     4. Holdback Agreements.

     (a) Each holder of Registrable Securities shall not effect any public sale
or distribution (including sales pursuant to Rule 144 of the Securities Act) of
equity securities of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and the 90-day period beginning on the effective date of any underwritten Demand
Registration (except as part of such underwritten registration), unless the
underwriters managing the registered public offering otherwise agree.

     (b) The Company (i) shall not effect any public sale or distribution of its
equity securities, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven days prior to and during the
90-day period beginning on the effective date of any underwritten Demand
Registration or any underwritten Piggyback Registration (except as part of such
underwritten registration or pursuant to registrations on Form S-4, Form S-8 or
any successor form), unless the underwriters managing the registered public
offering otherwise agree, and (ii) shall use its best efforts to cause each
officer and director of the Company to agree not to effect any public sale or
distribution (including sales pursuant to Rule 144 of the Securities Act) of any
such securities during such period (except as part of such underwritten
registration, if otherwise permitted), unless the underwriters managing the
registered public offering otherwise agree.

     5. Registration Procedures. Whenever the holders of Registrable Securities
have requested that any Registrable Securities be registered pursuant to this
Agreement, the Company shall use its best efforts to effect the registration and
the sale of such Registrable Securities in accordance with the intended method
of disposition thereof, and pursuant thereto the Company shall as expeditiously
as possible:

     (a) prepare and file with the Securities and Exchange Commission a
registration statement, and all amendments and supplements thereto and related
prospectuses as may be necessary to comply with applicable securities laws, with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective (provided that before filing a
registration statement or prospectus or any amendments or supplements thereto,
the Company shall furnish to the counsel selected by the holders of a majority
of the Registrable Securities covered by such registration statement copies of
all such documents proposed to be filed, which documents shall be subject to the
review and comment of such counsel);

     (b) notify each holder of Registrable Securities of the effectiveness of
each registration statement filed hereunder and prepare and file with the
Securities and Exchange Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective for a period of not less
than 180 days and comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration statement
during

                                       5



such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;

     (c) furnish to each seller of Registrable Securities such number of copies
of such registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each preliminary
prospectus) and such other documents as such seller may reasonably request in
order to facilitate the public sale or other disposition of the Registrable
Securities owned by such seller;

     (d) use its best efforts to register or qualify such Registrable Securities
under such other securities or blue sky laws of such jurisdictions as any seller
reasonably requests and do any and all other acts and things which may be
reasonably necessary to enable such seller to consummate the disposition in such
jurisdictions of the Registrable Securities owned by such seller (provided that
the Company shall not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii)
consent to general service of process in any such jurisdiction);

     (e) notify each seller of such Registrable Securities, at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which the prospectus included
in such registration statement contains an untrue statement of a material fact
or omits any fact necessary to make the statements therein not misleading, and,
at the request of any such seller, the Company shall prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall not contain an untrue
statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading;

     (f) cause all such Registrable Securities to be listed on each securities
exchange on which similar securities issued by the Company are then listed and,
if not so listed, to be listed on the NASD automated quotation system and, if
listed on the NASD automated quotation system, use its best efforts to secure
designation of all such Registrable Securities covered by such registration
statement as a NASDAQ "national market system security" within the meaning of
Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to
secure NASDAQ authorization for such Registrable Securities and, without
limiting the generality of the foregoing, to arrange for at least two market
makers to register as such with respect to such Registrable Securities with the
NASD;

     (g) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;

     (h) enter into such customary agreements (including underwriting agreements
in customary form) and take all such other actions as the holders of a majority
of the Registrable Securities being sold or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of such Registrable
Securities (including effecting a stock split or a combination of shares);

                                       6



     (i) make available for inspection by any seller of Registrable Securities,
any underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
seller or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company's officers,
directors, employees and independent accountants to supply all information
reasonably requested by any such seller, underwriter, attorney, accountant or
agent in connection with such registration statement;

     (j) otherwise use its best efforts to comply with all applicable rules and
regulations of the Securities and Exchange Commission, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve months beginning with the first day of
the Company's first full calendar quarter after the effective date of the
registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder;

     (k) permit any holder of Registrable Securities which holder, in its sole
and exclusive judgment, might be deemed to be an underwriter or a controlling
person of the Company, to participate in the preparation of such registration or
comparable statement and to require the insertion therein of material, furnished
to the Company in writing, which in the reasonable judgment of such holder and
its counsel should be included;

     (l) If any such registration or comparable statement refers to any holder
by name or otherwise as the holder of any securities of the Company and if in
its sole and exclusive judgment, such holder is or might be deemed to be an
underwriter or a controlling person of the Company, such holder shall have the
right to require (i) the insertion therein of language, in form and substance
satisfactory to such holder and presented to the Company in writing, to the
effect that the holding by such holder of such securities is not to be construed
as a recommendation by such holder of the investment quality of the Company's
securities covered thereby and that such holding does not imply that such holder
shall assist in meeting any future financial requirements of the Company, or
(ii) in the event that such reference to such holder by name or otherwise is not
required by the Securities Act or any similar Federal statute then in force, the
deletion of the reference to such holder; provided that with respect to this
clause (ii) such holder shall furnish to the Company an opinion of counsel to
such effect, which opinion and counsel shall be reasonably satisfactory to the
Company;

     (m) in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any common stock included in such registration statement for sale in any
jurisdiction, the Company shall use its best efforts promptly to obtain the
withdrawal of such order;

     (n) use its best efforts to cause such Registrable Securities covered by
such registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the sellers
thereof to consummate the disposition of such Registrable Securities; and

                                       7



     (o) obtain a cold comfort letter from the Company's independent public
accountants in customary form and covering such matters of the type customarily
covered by cold comfort letters as the holders of a majority of the Registrable
Securities being sold reasonably request (provided that such Registrable
Securities constitute at least 10% of the securities covered by such
registration statement).

     6. Registration Expenses.

     (a) All expenses of the Company incident to the Company's performance of or
compliance with this Agreement, including without limitation all registration,
qualification and filing fees, fees and expenses of compliance with securities
or blue sky laws, printing expenses, messenger and delivery expenses, fees and
disbursements of custodians, and fees and disbursements of counsel for the
Company and all independent certified public accountants, underwriters
(excluding discounts and commissions) and other Persons retained by the Company
(all such expenses being herein called "Registration Expenses"), shall be borne
as provided in this Agreement, except that the Company shall, in any event, pay
its internal expenses (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the
expense of any annual audit or quarterly review, the expense of any liability
insurance and the expenses and fees for listing the securities to be registered
on each securities exchange on which similar securities issued by the Company
are then listed or on the NASD automated quotation system.

     (b) In connection with each Demand Registration and each Piggyback
Registration, the Company shall reimburse the holders of Registrable Securities
included in such registration for the reasonable fees and disbursements of one
counsel chosen by the holders of a majority of the Registrable Securities
included in such registration, which counsel shall be reasonably acceptable to
the Company; provided, however, that such fees and disbursements shall not
exceed $50,000 in each such registration. The reimbursement of counsel fees and
disbursements under this Section 6(b) is subject to the provisions of Section
1(g) in the event of a withdrawn registration.

     7. Indemnification.

     (a) The Company agrees to indemnify, to the extent permitted by law, each
holder of Registrable Securities, its officers and directors and each Person who
controls such holder (within the meaning of the Securities Act) against all
losses, claims, actions, damages, liabilities and expenses caused by (i) any
untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or (ii) any violation by the Company of any rule or regulation
promulgated under the Securities Act applicable to the Company and relating to
action or inaction required of the Company in connection with any such
registration, qualification or compliance, and to pay to each holder of
Registrable Securities, its officers and directors and each Person who controls
such holder (within the meaning of the Securities Act), as incurred, any legal
and any other expenses reasonably incurred in connection with investigating,
preparing or defending any such claim, loss, damage, liability or action,

                                       8



except insofar as the same are caused by or contained in any information
furnished in writing to the Company by such holder expressly for use therein or
by such holder's failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto. In connection with an
underwritten offering, the Company shall indemnify such underwriters, their
officers and directors and each Person who controls such underwriters (within
the meaning of the Securities Act) to the same extent as provided above with
respect to the indemnification of the holders of Registrable Securities.

     (b) In connection with any registration statement in which a holder of
Registrable Securities is participating, each such holder shall furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, shall indemnify the Company, its
directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information or affidavit so
furnished in writing by such holder; provided that the obligation to indemnify
shall be individual, not joint and several, for each holder and shall be limited
(except in the case of willful fraud by such holder) to the net amount of
proceeds received by such holder from the sale of Registrable Securities
pursuant to such registration statement. Such holder shall pay, as incurred, to
any person intended to be indemnified pursuant to this Section, any legal and
any other expenses reasonably incurred in connection with investigating,
preparing or defending any such claim, loss, damage, liability or action.

     (c) Any Person entitled to indemnification hereunder shall (i) give prompt
written notice to the indemnifying party of any claim with respect to which it
seeks indemnification (provided that the failure to give prompt notice shall not
impair any Person's right to indemnification hereunder to the extent such
failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim. In such instance, the conflicting indemnified parties shall have a right
to retain one separate counsel, chosen by the holders of a majority of the
Registrable Securities included in the registration, at the expense of the
indemnifying party. No indemnifying party, in the defense of such claim or
litigation, shall, except with the consent of each indemnified party, consent to
the entry of any judgment or enter into any settlement which does not include as
an unconditional

                                       9



term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.

     (d) The indemnification provided for under this Agreement shall remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and shall survive the transfer of securities.

     (e) If the indemnification provided for in this Section 7 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage or expense referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss, liability, claim,
damage or expense as well as any other relevant equitable considerations;
provided, that in no event shall any contribution by a holder under this Section
7(e) exceed the net proceeds from the offering received by such holder, except
in the case of willful fraud by such holder. The relative fault of the
indemnifying party and of the indemnified party shall be determined by a court
of competent jurisdiction.

     (f) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with
the foregoing provisions, the provisions in the underwriting agreement shall
control.

     8. Participation in Underwritten Registrations. No Person may participate
in any registration hereunder which is underwritten unless such Person (i)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements; provided, that (a)
the holders of Registrable Securities to be distributed by such underwriters
shall be parties to such underwriting agreement and may, at their option,
require that any or all of the representations and warranties by the Company to
and for the benefit of such underwriters shall also be made to and for the
benefit of such holders of Registrable Securities and (b) no holder of
Registrable Securities included in any underwritten registration shall be
required to make any representations or warranties to the Company or the
underwriters (other than representations and warranties regarding such holder,
such holder's ownership of securities being included in the registration, and
related customer matters, and such holder's intended method of distribution) or
to undertake any indemnification obligations to the Company with respect
thereto, except as otherwise provided in Section 7(b) hereof.

     9. Rule 144 Reporting. With a view to making available to the holders of
Registrable Securities the benefits of certain rules and regulations of the
Securities and Exchange

                                       10



Commission which may permit the sale of the Registrable Securities to the public
without registration, the Company agrees to use its reasonable best efforts to:

     (a) make and keep current public information available, within the meaning
of Rule 144 or any similar or analogous rule promulgated under the Securities
Act;

     (b) file with the Securities and Exchange Commission, in a timely manner,
all reports and other documents required of the Company under the Securities Act
and Exchange Act; and

     (c) so long as any party hereto owns any Registrable Securities, furnish to
such party forthwith upon request, a written statement by the Company as to its
compliance with the reporting requirements of said Rule 144, the Securities Act
and the Exchange Act; a copy of the most recent annual or quarterly report of
the Company; and such other reports and documents as such Person may reasonably
request in availing itself of any rule or regulation of the Securities and
Exchange Commission allowing it to sell any such securities without
registration.

     10. Definitions. As used in this Agreement, the following terms shall have
the following meanings:

     "Business Day" means any day excluding Saturday, Sunday, and any day which
is a legal holiday under the laws of the State of New York or California or is a
day on which banking institutions located in such states are authorized or
required by law or other governmental action to close.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Person" means an individual, a partnership, a corporation, an association,
a joint stock company, a limited liability company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency
or political subdivision thereof.

     "Registrable Securities" means (i) any of the Company's Common Stock, par
value $.01 per share, issued upon the conversion of any Series B Convertible
Preferred Stock of the Company, (ii) any Common Stock issued or issuable with
respect to the securities referred to in clause (i) above by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular Registrable Securities, such securities shall cease to be Registrable
Securities when they have been distributed to the public pursuant to a offering
registered under the Securities Act or sold to the public through a broker,
dealer or market maker in compliance with Rule 144 under the Securities Act (or
any similar rule then in force), repurchased by the Company or any subsidiary of
the Company or when the applicable holding period for any such Registrable
Securities under Rule 144(k) expires. For purposes of this Agreement, a Person
shall be deemed to be a holder of Registrable Securities, and the Registrable
Securities shall be deemed to be in existence, whenever such Person has the
right to acquire directly or indirectly such Registrable Securities (upon
conversion or exercise in connection with a transfer of securities or otherwise,
but

                                       11



disregarding any restrictions or limitations upon the exercise of such right),
whether or not such acquisition has actually been effected, and such Person
shall be entitled to exercise the rights of a holder of Registrable Securities
hereunder.

     "Securities Act" means the Securities Act of 1933, as amended.

     11. Miscellaneous.

     (a) No Inconsistent Agreements. The Company shall not hereafter enter into
any agreement with respect to its securities which is inconsistent with or
violates the rights granted to the holders of Registrable Securities in this
Agreement.

     (b) Adjustments Affecting Registrable Securities. The Company shall not
take any action with respect to its securities which would adversely affect the
ability of the holders of Registrable Securities to include such Registrable
Securities in a registration undertaken pursuant to this Agreement or which
would materially and adversely affect the marketability of such Registrable
Securities in any such registration (including, without limitation, effecting a
stock split or a combination of shares).

     (c) Remedies. Any Person having rights under any provision of this
Agreement shall be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that, in addition to any other rights and
remedies existing in its favor, any party shall be entitled to specific
performance and/or other injunctive relief from any court of law or equity of
competent jurisdiction (without posting any bond or other security) in order to
enforce or prevent violation of the provisions of this Agreement.

     (d) Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may be amended or waived, on behalf of all holders
of Registrable Securities, only upon the prior written consent of the Company
and holders of at least 75% of the Registrable Securities. The failure of any
party to enforce any of the provisions of this Agreement shall in no way be
construed as a waiver of such provisions and shall not affect the right of such
party thereafter to enforce each and every provision of this Agreement in
accordance with its terms.

     (e) Successors and Assigns. All covenants and agreements in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors and assigns of the parties hereto whether so
expressed or not. In addition, whether or not any express assignment has been
made, the provisions of this Agreement which are for the benefit of purchasers
or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities.

     (f) Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any

                                       12



provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of this Agreement.

     (g) Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the
same Agreement.

     (h) Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.

     (i) Governing Law. The corporate law of the State of California shall
govern all issues and questions relating to the internal governance of the
Company and any other issues and questions arising under the scope of the
corporate law of the State of California. All issues and questions relating to
the construction, interpretation and enforcement of this Agreement shall be
governed by and construed in accordance with the internal laws of the State of
Delaware, without giving effect to principles of conflicts of laws or choice of
law of the State of Delaware or any other jurisdiction which would result in the
application of the law of any jurisdiction other than the State of Delaware.

     (j) Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient by reputable overnight courier service (charges
prepaid) or mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent to the Company and Vista at the address indicated
below:

                  To the Company, to:
                  ------------------

                           Aspect Communications Corporation
                           1310 Ridder Park Drive
                           San Jose, CA  95131
                           Attention:  Beatriz Infante
                           Facsimile:  (408) 325-2442

                           With a copy, which shall not constitute notice to the
Company, to:

                            Venture Law Group
                            2775 Sand Hill Road
                            Menlo Park, CA  94025
                            Attention:  Jon Gavenman
                            Facsimile:  (650) 233-8386

                  To Vista, to:
                  ------------

                                       13



                           Vista Equity Partners
                           150 California Street, 19th Floor
                           San Francisco, CA  94111
                           Attention:  Robert F. Smith
                                       Stephen J. Davis
                           Facsimile:  (415) 765-6666

                           With a copy, which shall not constitute notice to
Vista, to:

                           Kirkland & Ellis
                           Citigroup Center
                           153 East 53rd Street
                           New York, NY  10022
                           Attention:  Eunu Chun, Esq.
                           Facsimile:  (212) 446-4900

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

     (k) Time of the Essence; Computation of Time. Time is of the essence for
each and every provision of this Agreement. Whenever the last day for the
exercise of any privilege or other discharge or any duty hereunder shall fall
upon a Non-Business Day, the party having such privilege or duty may exercise
such privilege or discharge such duty on the next succeeding day which is a
regular Business Day.

     (l) Arbitration.

     (i) Resolution of Disputes. If a Dispute arises between the parties, the
parties agree to use the following procedures in good faith to resolve such
Dispute promptly and non-judicially. For purposes of this Agreement, "Dispute"
shall mean any alleged material breach of any representation, warranty or
obligation herein, or a disagreement regarding the interpretation, performance
or nonperformance of any provision thereof, or the validity, scope and
enforceability of these dispute resolution procedures, or any dispute regarding
any damages arising from the termination of this Agreement. Any party may give
written notice to any other party of the existence of a Dispute (a "Dispute
Notice").

     (ii) Negotiation. Within ten days after delivery of any Dispute Notice the
parties involved in the Dispute shall meet at a mutually agreeable time and
place and thereafter as often as they deem reasonably necessary to exchange
relevant information and attempt in good faith to negotiate a resolution of the
Dispute. If the Dispute has not been resolved within ten days after the first
meeting of the parties, or, if the party receiving the Dispute Notice will not
meet within ten days after receipt of the Dispute Notice, then either party may,
by delivering notice to the other party, commence arbitration proceedings.

     (iii) Arbitration. If the parties are not successful in resolving a
Dispute, or arbitration proceedings are commenced in accordance with Section
11(l)(ii) above, then the Dispute shall

                                       14



be resolved by binding arbitration conducted by three arbitrators in accordance
with the Commercial Arbitration Rules of the American Arbitration Association as
in effect from time to time as modified by the terms hereof (the "Arbitration
Law"). Either party may initiate final resolution of the Dispute by delivering a
written demand for arbitration to the other party. Each party shall notify the
other party of its appointment of one neutral arbitrator within seven days after
receipt of such written demand for arbitration and the third neutral arbitrator
shall be appointed by a court of competent jurisdiction in New York. Each of the
three arbitrators shall function as an arbitrator without any one of them
serving as an Umpire or having more authority than the other two. If such
arbitrator appointments are not made within said time periods, the arbitrators
shall be selected by a court of competent jurisdiction in New York. All
arbitrators must be attorneys with experience in law relating to investment
funds. Further, no arbitrator may be a current or former client or employee of
any party or an attorney that has provided legal advice to any party within the
preceding twelve months, nor may an arbitrator be a current or former employee
of a direct competitor of any of the parties. Additionally, prior to their
assumption of duties as an arbitrator, all arbitrators must sign an oath of
neutrality in customary form. If requested by either party, the arbitration
award shall set forth findings of fact and conclusions of law upon which the
award is based in the same manner as a judgment from a court of New York.
Judgment upon the award rendered by the arbitrators shall be binding upon the
parties and may be entered by any court having jurisdiction thereof. The place
of arbitration shall be New York, unless the parties mutually agree otherwise.
The language of the arbitration shall be English. The arbitrators may allocate
against the losing party all reasonable attorneys' fees and costs of arbitration
including the fees of the arbitrators and any other costs described herein so
long as such arbitrators direct in the award that any such costs shall not be
taxable in the courts of New York. The parties agree that a party's remedies
under this arbitration procedure may be inadequate and that, notwithstanding
this clause (iii), such aggrieved party shall be entitled to seek injunctive
relief. The institution and maintenance of an action to obtain or enforce
equitable remedies shall not constitute a waiver of the right of any party
including the plaintiff to submit the controversy or claim to arbitration.

     (iv) General Dispute Resolution Provisions.

               (A) All deadlines specified in this Section 11(l) may be extended
          by mutual agreement. The procedures specified in this Section 11(l)
          are an essential provision of the Agreement and are legally binding on
          the parties. These procedures shall be the sole and exclusive
          procedures for the resolution of any Dispute between the parties
          arising out of or relating to this Agreement. Any and all actions to
          enforce the obligations under this Section 11(l) shall be brought in
          any court of competent jurisdiction in courts located in New York.

               (B) The parties acknowledge that the provisions of this Section
          11(l) are intended to provide a private resolution of Disputes between
          them. Accordingly, all documents, records, and other information
          relating to the Dispute shall at all times be maintained in the
          strictest confidence and not disclosed to any third party, other than
          the arbitrators, except as required by law or where specifically
          allowed hereunder. All proceedings, communications and negotiations
          pursuant to this Section 11(l) are confidential. In the event of any

                                       15



          judicial challenge to, or enforcement of, any order or award
          hereunder, any party may designate such portions of the record of such
          proceedings, communications, and negotiations as such party deems
          appropriate to be filed under seal. All proceedings, communications
          and negotiations pursuant to this Section 11(l) shall be treated as
          compromise negotiations for all purposes, including for purposes of
          the U.S. Federal Rules of Evidence and state rules of evidence. None
          of the statements, disclosures, offers, or communications (or other
          assertions made in any proceeding or negotiation) made pursuant to
          this Section 11(l) shall be deemed admissions, nor shall any of said
          statements, disclosures, offers, communications or assertions be
          admissible for any purpose other than the enforcement of the terms of
          this Section 11(l).

               (C) The parties agree to act in good faith to comply with all of
          their respective obligations under this Agreement as much as possible
          as if there were no Dispute during any pending mediation or
          arbitration hereunder.

               (D) The parties agree that the terms of this Section 11(l) shall
          survive the termination or expiration of this Agreement.

     (v) Notice. The parties agree to have any Dispute decided by neutral
arbitration as provided in this Section 11(l) and the parties are giving up any
rights they might possess to have the Dispute litigated in a court or by a jury
trial. The parties are giving up their judicial rights to discovery and appeal,
unless such rights are specifically included in this Section 11(l). The parties
acknowledge and agree that their agreement to this arbitration provision is
voluntary.

                                    * * * * *

                                       16




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

                          ASPECT COMMUNICATIONS CORPORATION

                          By:
                             ---------------------------------------------------
                                  Name:  Beatriz Infante
                                  Title:  Chairman, President and CEO

                          VISTA EQUITY FUND II, LP

                          By:     VEFIIGP, LLC
                          Its:    Managing General Partner

                          By:
                             ---------------------------------------------------
                                  Name: Robert F. Smith
                                  Title: Managing Member

EX-99.1

                                                                    Exhibit 99.1

Company Confidential                                        FINAL

              ASPECT COMMUNICATIONS ADDS STRATEGIC INVESTOR WITH A
                 $50 MILLION PRIVATE PREFERRED EQUITY PLACEMENT


SAN JOSE, Calif., November 14, 2002 -- Aspect Communications Corporation
(Nasdaq: ASPT), the leading provider of business communications solutions that
help companies improve customer satisfaction, reduce operating costs, gather
market intelligence, and increase revenue, today reported that it has entered
into a private placement agreement with Vista Equity Partners to sell $50
million in Series B convertible preferred stock. The sale of the shares of
preferred stock is subject to certain conditions, including approval by the
Company's shareholders.

"We are extremely pleased to announce this financing and our partnership with
Vista Equity Partners," said Beatriz V. Infante, Aspect's Chairman, President
and Chief Executive Officer. Each share of the Series B convertible preferred
stock will be convertible into common stock at a conversion price of $2.25, or
approximately 22,200,000 shares of common stock, subject to anti-dilution
protection and certain adjustments.

 "This capital investment provides the company with increased flexibility and
further strengthens our balance sheet while supporting our business objectives,"
said Gary A. Wetsel, Aspect's Executive Vice President, Finance, Chief Financial
Officer and Chief Administrative Officer.

Vista Equity Partners is a San Francisco-based private equity firm, which
provides capital to both private and public technology enabled companies. Vista
invests in dynamic, successful companies with management teams that have a
long-term perspective and are committed to maintaining leadership in their
markets. Vista has more than $1.2 billion in committed capital. "We are excited
to partner with Aspect and its management team," said Robert F. Smith, Vista
Equity Partners' Managing Principal. "The company has industry leading
technology, focused management and a world-class installed base of customers,
the combination of which creates a unique investment opportunity for Vista.
Aspect fits squarely within Vista's investment purview as a technology enabled
market leader."

                                    - more -



ASPECT COMMUNICATIONS ADDS STRATEGIC INVESTOR WITH A $50 MILLION PRIVATE
PREFERRED EQUITY PLACEMENT, page 2

The Company intends the net proceeds from this financing to provide general
working capital as well as additional capital to repurchase outstanding
convertible subordinated debentures issued by the Company on August 10, 1998.

Thomas Weisel Partners LLC acted as the private placement agent to Aspect with
respect to this transaction.

Aspect Communications

Aspect Communications Corporation is the leading provider of business
communications solutions that help companies improve customer satisfaction,
reduce operating costs, gather market intelligence and increase revenue. Aspect
is the trusted mission-critical partner of 76 percent of the Fortune 50, daily
managing more than 3 million customer sales and service professionals worldwide.
Aspect is the only company that provides the mission-critical software platform,
development environment and applications that seamlessly integrate
voice-over-IP, traditional telephony, e-mail, voicemail, Web, fax and wireless
business communications, while guaranteeing investment protection in a company's
front-office, back-office, Internet and telephony infrastructures. Aspect's
leadership in business communications solutions is based on more than 16 years
of experience and over 7,600 implementations deployed worldwide. The company is
headquartered in San Jose, Calif., with offices around the world, as well as an
extensive global network of systems integrators, independent software vendors
and distribution partners. For more information, visit Aspect's Web site at
http://www.aspect.com or call 1-877-621-3692.

Vista Equity Partners LLC

Located in San Francisco, Vista Equity Partners is a private equity management
firm focused on investing in technology enabled businesses, including software,
outsourcing and services companies. Vista utilizes a complete combination of
investment professionals, advisors, consultants and affiliates that focus on the
success of its partner companies. The firm creates a variety of financial
structures to ensure its investments receive time and flexibility to fully
strengthen and expand their core businesses. Vista's investment approach is
anchored by a unique and sizable capital base, as well as its experience in
investing in companies that provide complete business solutions to their
customers' mission critical needs. For more information visit
www.vistaequitypartners.com.



ASPECT COMMUNICATIONS ADDS STRATEGIC INVESTOR WITH A $50 MILLION PRIVATE
PREFERRED EQUITY PLACEMENT, page 3

                                       ###

Aspect, the Aspect logo and the phrases and marks relating to other Aspect
products and services discussed in this press release constitute one or both of
the following: (1) registered trademarks and/or service marks of Aspect
Communications Corporation in the United States and/or other countries or (2)
intellectual property subject to protection under common law principles. All
other names and marks mentioned in this document are properties of their
respective owners.

The statements of Beatriz V. Infante and Gary A. Wetsel and the statements
relating to the offer and sale of shares of preferred stock and the issuance of
common stock and shareholder approval thereof, as well as anticipated uses of
proceeds are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, Section 21E of the Securities and Exchange
Act of 1934, as amended, and the Private Securities Litigation Reform Act of
1995, and are made under its safe-harbor provisions. Such forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected. Specific factors that
may cause results to differ include: an inability to consummate the private
placement due, for example, to an inability to obtain shareholder approval of
the transaction, or a failure to satisfy other conditions to closing, and an
inability to effectively use the anticipated proceeds as contemplated. The
economic, political and other uncertainties caused in the United States and
throughout other regions of the world add to these challenges. Additional risks
that could cause actual results to differ materially from those projected are
discussed in Aspect's Form 10-K/A for the year ended December 31, 2001 and its
10-Q/As for the quarters ended March 31, 2002 and June 30, 2002 filed with the
Securities and Exchange Commission. Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect management's
analysis only as of the date hereof. Aspect undertakes no obligation to publicly
release the results of any revision to these forward-looking statements that may
be made to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.

For More Information Contact:
Carrie Kovac
Senior Manager, Investor Relations
(408) 325-2437
carrie.kovac@aspect.com