<PAGE>

                                                                   EXHIBIT 10.13




                               TOTAL SPORTS INC.


                    =======================================
                           INVESTOR RIGHTS AGREEMENT
                    =======================================


                               November 12, 1999
<PAGE>

                               TOTAL SPORTS INC.

                     ====================================
                           INVESTOR RIGHTS AGREEMENT
                     ====================================


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
<S>                                                                                  <C>
   SECTION 1. RESTRICTIONS ON TRANSFER.............................................   2
              ------------------------
     1.1   Restrictive Legend......................................................   2
           ------------------
     1.2   Notice of Proposed Transfers............................................   3
           ----------------------------
   SECTION 2  REGISTRATION RIGHTS..................................................   4
              -------------------
     2.1   Certain Definitions.....................................................   4
           -------------------
     2.2   Demand Registration.....................................................   5
           -------------------
        (a)   Demand for Registration..............................................   5
              -----------------------
        (b)   Underwriting.........................................................   6
              ------------
       2.3 Piggyback Registration..................................................   6
           ----------------------
        (a)   Company Registration.................................................   6
              --------------------
        (b)   Underwriting.........................................................   7
              ------------
        (c)   Right to Terminate Registration......................................   8
              -------------------------------
      2.4  Expenses of Registration................................................   8
           ------------------------
      2.5  Obligations of the Company..............................................   8
           --------------------------
      2.6  Indemnification.........................................................   9
           ---------------
      2.7  Information by Holder...................................................  12
           ---------------------
      2.8  Transfer of Rights......................................................  12
           ------------------
      2.9  Form S-3................................................................  12
           --------
      2.10    Delay of Registration................................................  13
              ---------------------
      2.11    Limitations on Subsequent Registration Rights........................  13
              ---------------------------------------------
      2.12    Rule 144 Reporting...................................................  13
              ------------------
      2.13    'Market Stand-Off' Agreement.........................................  14
              ----------------------------
      2.14    Termination of Rights................................................  14
              ---------------------
   SECTION 3  RIGHTS OF FIRST REFUSAL..............................................  15
              -----------------------
      3.1  Certain Definitions.....................................................  15
           -------------------
      3.2  Right of First Refusal..................................................  16
           ----------------------
      3.3  Required Notices........................................................  16
           ----------------
      3.4  Company's Right to Sell.................................................  16
           -----------------------
      3.5  Expiration of Right.....................................................  16
           -------------------
   SECTION 4  COMPANY COVENANTS....................................................  17
              -----------------
       4.1 Financial Statements and Information....................................  17
           ------------------------------------
       4.2 Inspection..............................................................  18
           ----------
       4.3 Budget..................................................................  18
           ------
       4.4 Use of Proceeds.........................................................  18
           ---------------
       4.5 Stock Option Plan.......................................................  18
           -----------------
       4.6 Compensation Committee..................................................  19
           ----------------------
       4.7 Expiration of Covenants.................................................  19
           -----------------------
   SECTION 5  PARTICIPATION RIGHTS.................................................  19
              --------------------
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                  <C>
       5.1 Series D Right to Participate in Initial Public Offering................  19
           --------------------------------------------------------
       5.2 Compliance..............................................................  20
           ----------
       5.3 Notices.................................................................  20
           -------
   SECTION 6  MISCELLANEOUS........................................................  20
              -------------
       6.1 Governing Law...........................................................  20
           -------------
       6.2 Successors and Assigns..................................................  20
           ----------------------
       6.3 Entire Agreement........................................................  20
           ----------------
       6.4 Severability............................................................  20
           ------------
       6.5 Amendment and Waiver....................................................  21
           --------------------
       6.6 Delays or Omissions.....................................................  21
           -------------------
       6.7 Notices, etc............................................................  21
           ------------
       6.8 Titles and Subtitles....................................................  22
           --------------------
       6.9 Counterparts............................................................  22
           ------------
</TABLE>

                                      ii
<PAGE>

                               TOTAL SPORTS INC.

                   =========================================
                           INVESTOR RIGHTS AGREEMENT
                   =========================================


     THIS INVESTOR RIGHTS AGREEMENT (the "Agreement") is entered into as of this
12/th/ day of November 1999, by and among Total Sports Inc., a Delaware
corporation (the "Company"), certain holders of the Common Stock of the Company
(the "Common Holders"), the holders of certain warrants (the "Warrants") to
purchase capital stock of the Company (the "Warrant Holders"), the holders of
Series A Preferred Stock (the "Series A Stock") of the Company (the "Series A
Holders"), the holders of the Series B Preferred Stock (the "Series B Stock") of
the Company (the "Series B Holders"), the holders of the Series C Preferred
Stock (the "Series C Stock") of the Company (the "Series C Holders"), the
holders of the Series C1 Preferred Stock (the "Series C1 Stock") of the Company
(the "Series C1 Holders") and the holders of Series D Preferred Stock (the
"Series D Stock") of the Company and warrants to purchase Series D1 Preferred
Stock (the "Series D1 Stock") of the Company (collectively, the "Series D
Holders"), each as listed on Exhibit A attached hereto. The Common Holders,
                             ---------
Warrant Holders, Series A Holders, Series B Holders, Series C Holders, Series C1
Holders and Series D Holders shall be collectively referred to herein as the
"Stockholders," and the Common Stock, Series A Stock, Series B Stock, Series C
Stock, Series C1 Stock, Series D Stock and Series D1 Stock shall be collectively
referred to herein as the "Investor Stock."

                                    RECITALS

     WHEREAS, the Company, the Common Holders, the Warrant Holders, the Series A
Holders, the Series B Holders, the Series C Holders and the Series C1 Holders
are parties to that certain Registration Rights Agreement dated as of August 6,
1998 and amended on December 31, 1998 (the "Prior Rights Agreement");

     WHEREAS, Section 12 of the Prior Rights Agreement provides that such
agreement may be amended with the written consent of the Company, the Common
Holders, Series A Holders and Series B Holders holding at least 80% of the
Shares (as defined therein) then held by such holders, and the Series C Holders
and Series C1 Holders holding at least 80% of the Shares then held by such
holder s;

     WHEREAS, the undersigned Stockholders (excluding the Series D Holders) hold
sufficient Shares to amend the Prior Rights Agreement and desire to terminate
the Prior Rights Agreement and to accept the rights created pursuant hereto in
lieu of any rights pursuant to the Prior Rights Agreement;

     WHEREAS, pursuant to the terms of that certain Series D Preferred Stock and
Warrant Purchase Agreement dated as of the date hereof, the Company will issue,
and the Series D Holders will purchase, Series D Stock and warrants to purchase
Series D1 Stock (the "Series D Private Placement");
<PAGE>

     WHEREAS, the Company has entered into a stock purchase agreement with NBC
Sports, Inc. ("NBC Sports") whereby the Company will issue to NBC Sports 811,423
shares of Common Stock of the Company and 811, 423 shares of Series E Preferred
Stock of the Company and will grant to NBC Sports the right to purchase
additional shares of Common Stock of the Company and registration rights with
respect to all such shares of Common Stock in exchange for certain on-air
promotion and marketing of real time, live graphic sporting events coverage by
the Company (the "NBC Sports Transaction");

     WHEREAS, as a condition to the Series D Private Placement and the NBC
Sports Transaction, the Company and the Stockholders desire to amend and restate
the Prior Rights Agreement in its entirety in order to rename the agreement the
"Investor Rights Agreement," add the Series D Holders and NBC Sports as parties,
grant registration rights to the Series D Holders and NBC Sports as hereinafter
provided, amend certain provisions of the Prior Rights Agreement and add certain
covenants in favor of all the Stockholders and certain covenants in favor of the
Series D Holders; and

     WHEREAS, the Prior Rights Agreement provides certain preemptive rights to
the Stockholders, and, in connection with the amendment and restatement of the
Prior Rights Agreement, the Company and Stockholders desire to provide for
termination of such preemptive rights upon the effectiveness of a Qualified
Public Offering (as defined herein) and to exempt certain equity issuances from
triggering such preemptive rights.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Prior Rights Agreement is
amended and restated in its entirety to read as follows, and the Company and the
Stockholders agree as follows.


                                  Section 1.

                           RESTRICTIONS ON TRANSFER
                           ------------------------

     1.1  Restrictive Legend. Each certificate representing (i) the Investor
          ------------------
Stock, (ii) the Investor Stock issued upon exercise of the Warrants, (iii) the
Common Stock of the Company issued upon conversion of the Investor Stock or
exercise of the Warrants (the "Conversion Stock"), and (iv) any other securities
issued in respect of the Investor Stock or Conversion Stock or upon any stock
split, stock dividend, recapitalization, merger, consolidation or similar event,
shall (unless otherwise permitted by the provisions of Section 1.2 below) be
stamped or otherwise imprinted with a legend in substantially the following form
(in addition to any legend required under applicable state securities laws).

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
     SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
     WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE

                                       2
<PAGE>

     SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
     EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE
     AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE
     SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.
     COPIES OF THE APPLICABLE AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER
     OF THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF
     RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE
     PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.

     Each Holder (as defined below) consents to the Company's making a notation
on its records and giving instructions to any transfer agent of the Investor
Stock or the Conversion Stock in order to implement the restrictions on transfer
established in this Section 1. Such legend shall be removed by the Company from
any certificate at such time as the holder of the shares represented by the
certificate satisfies the requirements of Rule 144(k) under the Securities Act
of 1933, as amended (the "1933 Act"), provided that Rule 144(k) as then in
effect does not differ substantially from Rule 144(k) as in effect as of the
date of this Agreement, and provided further that the Company has received from
the Holder a written representation that (i) such Holder is not an affiliate of
the Company and has not been an affiliate during the preceding three months,
(ii) such Holder has beneficially owned the shares represented by the
certificate for a period of at least two years, (iii) such Holder otherwise
satisfies the requirements of Rule 144(k) as then in effect with respect to such
shares, and (iv) such Holder will submit the certificate for any such shares to
the Company for reapplication of the legend at such time as the holder becomes
an affiliate of the Company or otherwise ceases to satisfy the requirements of
Rule 144(k) as then in effect.

     1.2  Notice of Proposed Transfers. The holder of each certificate
          ----------------------------
representing Registrable Securities (as defined below) by acceptance thereof
agrees to comply in all respects with the provisions of this Section 1.2. Each
holder of Registrable Securities may transfer, sell, assign or pledge such
Registrable Securities only upon compliance with the terms of this Agreement and
only if the transferee has agreed in writing for the benefit of the Company to
be bound by this Agreement provided and to the extent this Agreement is then
applicable, and:

          (a)  there is then in effect a registration statement under the 1933
Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or

          (b)  (i) such holder shall have notified the Company of the proposed
disposition, describing the manner and circumstances of the proposed transfer,
sale, assignment or pledge and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition; and (ii) if
reasonably requested by the Company, such holder shall have furnished to the
Company an opinion of counsel, reasonably satisfactory to the Company, that such
disposition will not require registration of such shares under the 1933 Act. It
is agreed that the

                                       3
<PAGE>

Company will not require opinions of counsel for transaction made pursuant to
Rule 144 except in unusual circumstances.

          (c)  Notwithstanding the provisions of subsections (a) and (b) above,
no such registration statement or opinion of counsel shall be necessary for a
transfer by a holder that is a partnership to a partner of such partnership or a
retired partner of such partnership who retires after the date hereof, or to the
estate of any such partner or retired partner or the transfer by gift, will or
intestate succession of any partner to his or her spouse or to the siblings,
lineal descendants or ancestors of such partner or his or her spouse, if the
transferee agrees in writing to be subject to the terms hereof to the same
extent as if he or she were a holder hereunder.

     Each certificate evidencing the Registrable Securities transferred as above
provided shall bear, except if such transfer is made pursuant to Rule 144, the
appropriate restrictive legend set forth in Section 1.1 above, except that such
certificate shall not bear such restrictive legend if in the opinion of counsel
for such holder and the Company such legend is not required in order to
establish compliance with any provisions of the 1933 Act.

                                  Section 2.

                              REGISTRATION RIGHTS
                              -------------------

     The Company hereby grants to each of the Holders (as defined below) the
registration rights set forth in this Section 2, with respect to the Registrable
Securities (as defined below) owned by such Holders. The Company and the Holders
agree that the registration rights provided herein set forth the sole and entire
agreement, and supersede any prior agreement, between the Company and the
Holders with respect to registration rights for the Company's securities.

     2.1  Certain Definitions.  As used in this Section 2:
          -------------------

          (a)  The terms "register," "registered" and "registration" refer to a
registration effected by filing with the Securities and Exchange Commission (the
"SEC") a registration statement (the "Registration Statement") in compliance
with the 1933 Act, and the declaration or ordering by the SEC of the
effectiveness of such Registration Statement.

          (b)  The term "Registrable Securities" means (i) Common Stock and
Conversion Stock held by Stockholders or any transferee as permitted by Section
2.8 hereof, and (ii) any Common Stock issued as (or issuable upon the conversion
or exercise of any warrant, right or other security that is issued as) a
dividend or other distribution with respect to, or in exchange or in replacement
of, such Registrable Securities; provided, however, that with respect to Frank
                                 --------  -------
A. Daniels, III and his transferees and assigns, the term "Registrable
Securities" shall only mean the shares of Conversion Stock of the Company
acquired upon conversion of the Investor Stock or exercise of the Warrants.

          (c)  The term "Holder" (collectively, "Holders") means each
Stockholder and any transferee, as permitted by Section 2.8 hereof, holding
Registrable Securities, securities

                                       4
<PAGE>

exercisable or convertible into Registrable Securities or securities exercisable
for securities convertible into Registrable Securities.

          (d)  The term "Initiating Holders" means any Holder or Holders of at
least 35% of the Registrable Securities then outstanding and not registered at
the time of any request for registration made pursuant to Section 2.2 of this
Agreement.

     2.2  Demand Registration.
          -------------------

          (a)  Demand for Registration. If the Company shall receive from
               -----------------------
Initiating Holders a written demand that the Company effect any registration (a
"Demand Registration") of the Registrable Securities then outstanding (other
than a registration on Form S-3 or any related form of registration statement,
such a request being provided for under Section 2.9 hereof) having an
anticipated net aggregate offering price (after deduction of underwriter
commissions and offering expenses) of at least $5,000,000, the Company will:

               (i)   promptly (but in any event within ten (10) days) give
written notice of the proposed registration to all other Holders; and

               (ii)  use its best efforts to effect such registration as soon as
practicable and as will permit or facilitate the sale and distribution of all or
such portion of such Initiating Holders' Registrable Securities as are specified
in such demand, together with all or such portion of the Registrable Securities
of any Holder or Holders joining in such demand as are specified in a written
demand received by the Company within twenty (20) days after such written notice
is given, provided that the Company shall not be obligated to take any action to
effect any such registration pursuant to this Section 2.2:

                     (A)   in any particular jurisdiction in which the Company
would be required to execute a general consent to service of process in
effecting such registration, qualification or compliance unless the Company is
already subject to service in such jurisdiction and except as may be required by
the 1933 Act;

                     (B)   after the Company has effected one (1) such
registration pursuant to this Section 2.2 and the sales of the shares of Common
Stock under such registration has closed;

                     (C)   if the Company shall furnish to such Holders 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 stockholders for such Registration Statement
to be filed at the date filing would be required, in which case the Company
shall have an additional period or periods of not more than ninety (90) days
within which to file such Registration Statement; provided, however, that the
Company shall not use this right to delay the filing more than once in any 12-
month period; or

                     (D)   prior to the earlier of: (1) the second anniversary
of the date of this Agreement or (2) the date six (6) months after the effective
date of the initial public offering of the Company's securities.

                                       5
<PAGE>

          (b)  Underwriting. If reasonably required to maintain an orderly
               ------------
market in the Common Stock, the Holders shall distribute the Registrable
Securities covered by their demand by means of an underwriting. If the
Initiating Holders intend to distribute the Registrable Securities covered by
their demand by means of an underwriting, they shall so advise the Company as
part of their demand made pursuant to this Section 2.2, including the identity
of the managing underwriter; and the Company shall include such information in
the written notice referred to in Section 2.2(a)(i). In such event, the right of
any Holder to registration pursuant to this Section 2.2 shall be conditioned
upon such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting to the extent provided
herein.

          The Company shall, together with all holders of capital stock of the
Company proposing to distribute their securities through such underwriting,
enter into an underwriting agreement in customary form with the underwriter or
underwriters selected by a majority-in-interest of the Initiating Holders and
reasonably satisfactory to the Company. Notwithstanding any other provision of
this Section 2.2, if the underwriter shall advise the Company that marketing
factors (including, without limitation, an adverse effect on the per share
offering price) require a limitation of the number of shares to be underwritten,
then the Company shall so advise all Holders of Registrable Securities that have
requested to participate in such offering, and the number of shares of
Registrable Securities that may be included in the registration and underwriting
shall be allocated pro rata among such Holders thereof in proportion, as nearly
as practicable, to the amounts of Registrable Securities held by such Holders at
the time of filing the Registration Statement. No Registrable Securities
excluded from the underwriting by reason of the underwriter's marketing
limitation shall be included in such registration.

          If any Holder disapproves of the terms of the underwriting, such
Holder may elect to withdraw therefrom by written notice to the Company, the
underwriter and the Initiating Holders. The Registrable Securities so withdrawn
shall also be withdrawn from registration.

          If the underwriter has not limited the number of Registrable
Securities to be underwritten, the Company may include securities for its own
account (or for the account of other stockholders) in such registration if the
underwriter so agrees and if the number of Registrable Securities would not
thereby be limited.

          2.3  Piggyback Registration.
               ----------------------

               (a)  Company Registration. If at any time or from time to time
                    --------------------
the Company shall determine to register any of its securities, either for its
own account or for the account of security holders, other than a registration
relating solely to employee benefit plans, a registration on Form S-4 relating
solely to an SEC Rule 145 transaction or a registration pursuant to Section 2.2
or 2.9 hereof, the Company will:

                    (i)  promptly (but in any event within ten (10) days) give
to each Holder written notice thereof; and

                                       6
<PAGE>

                    (ii)  include in such registration (and any related
qualification under state securities laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests, made within twenty (20) days after receipt of such
written notice from the Company, by any Holder or Holders, except as set forth
in Section 2.3(b) below.

               (b)  Underwriting. If the registration of which the Company gives
                    ------------
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 2.3(a)(i). In such event the right of any Holder to
registration pursuant to this Section 2.3 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein.

          All Holders proposing to distribute their Registrable Securities
through such underwriting shall, together with the Company and the other parties
distributing their securities through such underwriting, enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 2.3, if the underwriter determines that marketing
factors require a limitation of the number of shares to be underwritten, the
underwriter may limit the number of Registrable Securities to be included in the
registration and underwriting; provided, however, that in any offering other
                               --------  -------
than the initial public offering of the Company's Common Stock, the underwriter
shall not reduce the number of Registrable Securities proposed to be registered
by the Holders below 25% of the total number of securities sold in such
offering, subject to the terms of this Section 2.3. The Company shall so advise
all holders of the Company's securities that would otherwise be registered and
underwritten pursuant hereto, and the number of shares of such securities,
including Registrable Securities, that may be included in the registration and
underwriting shall be allocated in the following manner: shares, other than
Registrable Securities, requested to be included in such registration by
stockholders shall be excluded, and if a limitation on the number of shares
still is required, the number of Registrable Securities shall be allocated among
the Holders thereof in proportion, as nearly as practicable, to the amounts of
Registrable Securities held by each such Holder at the time of filing the
Registration Statement. For purposes of any such underwriter cutback, all
Registrable Securities held by any Holder that is a partnership, limited
liability company or corporation shall also include any Registrable Securities
held by the partners, retired partners, members, stockholders or affiliated
entities of such Holder, or the estates and family members of any such partners,
retired partners, members and any trusts for the benefit of any of the foregoing
persons, and such holder and other persons shall be deemed to be a single
"selling holder," and any pro rata reduction with respect to such "selling
holder" shall be based upon the aggregate amount of shares carrying registration
rights owned by all entities and individuals included in such "selling holder,"
as defined in this sentence. Nothing in this Section 2.3(b) is intended to
diminish the number of securities to be included by the Company in the
underwriting.

          If any Holder disapproves of the terms of the underwriting, it may
elect to withdraw therefrom by written notice to the Company and the
underwriter. The Registrable Securities so withdrawn shall also be withdrawn
from registration.

                                       7
<PAGE>

          (c)  Right to Terminate Registration. The Company shall have the right
               -------------------------------
to terminate or withdraw any registration initiated by it under this Section 2.3
prior to the effectiveness of such registration whether or not any Holder has
elected to include securities in such registration.

     2.4  Expenses of Registration. All expenses incurred in connection with all
          ------------------------
registrations effected pursuant to Sections 2.2, 2.3 and 2.9, including without
limitation all registration, filing and qualification fees (including state
securities law fees and expenses), printing expenses, escrow fees, fees and
disbursements of counsel for the Company (and the reasonable fees and
disbursements of one separate special counsel for the participating Holders) and
expenses of any special audits incidental to or required by such registration
shall be borne by the Company; provided, however, that the Company shall not be
                               --------  -------
required to pay stock transfer taxes or underwriters' discounts or selling
commissions relating to Registrable Securities; and provided, further, that the
                                                    --------  -------
Company shall not be required to pay for any expenses of any registration
pursuant to Section 2.9 after the Company has effected four (4) registrations
pursuant to Section 2.9, in which event the Holders of Registrable Securities to
be registered shall bear all such expenses pro rata on the basis of Registrable
Securities to be registered. Notwithstanding anything to the contrary above, the
Company shall not be required to pay for any expenses of any registration
proceeding under Section 2.2 if the registration request is subsequently
withdrawn at the request of the Holders of the Registrable Securities to have
been registered, in which event the Holders of Registrable Securities to have
been registered shall bear all such expenses pro rata on the basis of the
Registrable Securities to have been registered. Notwithstanding the preceding
sentence, however, if at the time of the withdrawal, the Holders have learned of
a materially adverse change in the condition, business or prospects of the
Company from that known to the Holders at the time of their request, then the
Holders shall not be required to pay any of said expenses and shall retain their
rights pursuant to Section 2.2.

     2.5  Obligations of the Company.  Whenever required under this Section 2 to
          --------------------------
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible :

          (a)  prepare and file with the SEC a Registration Statement with
respect to such Registrable Securities and use its diligent efforts to cause
such Registration Statement to become effective, and keep such Registration
Statement effective for the lesser of 180 days or until the Holder or Holders
have completed the distribution relating thereto;

          (b)  prepare and file with the SEC such amendments and supplements to
such Registration Statement and the prospectus used in connection with such
Registration Statement as may be necessary to keep such Registration Statement
effective and to comply with the provisions of the 1933 Act with respect to the
disposition of all securities covered by such registration statement;

          (c)  furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
1933 Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them;

                                       8
<PAGE>

          (d)  use its diligent efforts to register or otherwise qualify the
securities covered by such Registration Statement under such other securities
laws of such states and other jurisdictions as shall be reasonably requested by
the Holders or the managing underwriter, provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions;

          (e)  in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering. Each Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement;

          (f)  notify each Holder of Registrable Securities covered by such
Registration Statement, at any time when a prospectus relating thereto is
required to be delivered under the 1933 Act, of the happening of any event as a
result of which the prospectus included in such Registration Statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing;

          (g)  use its diligent efforts to list the Registrable Securities
covered by such Registration Statement with any securities exchange on which the
Common Stock is then listed;

          (h)  make available for inspection by each Holder including
Registrable Securities in such registration, any underwriter participating in
any distribution pursuant to such registration, and any attorney, accountant or
other agent retained by such Holder or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, as such
parties may reasonably request, and cause the Company's officers, directors and
employees to supply all information reasonably requested by any such Holder,
underwriter, attorney, accountant or agent in connection with such Registration
Statement; and

          (i)  cooperate with Holders including Registrable Securities in such
registration and the managing underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold, such certificates to be in such denominations and registered in such
names as such Holders or the managing underwriters may request at least two (2)
business days prior to any sale of Registrable Securities.

     2.6  Indemnification.
          ---------------

          (a)  The Company will, and does hereby undertake to, indemnify and
hold harmless each Holder of Registrable Securities, each of such Holder's
officers, directors, managers, partners, members and agents, and each person
controlling such Holder, with respect to any registration, qualification or
compliance effected pursuant to this Section 2, and each underwriter, if any,
and each person who controls any underwriter, of the Registrable Securities held
by or issuable to such Holder, against all claims, losses, damages and
liabilities (or actions in respect thereto) to which they may become subject
under the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934
Act"), or other federal or state law arising out of

                                       9
<PAGE>

or based on (i) any untrue statement (or alleged untrue statement) of a material
fact contained in any prospectus, offering circular or other similar document
(including any related Registration Statement, notification, or the like)
incident to any such registration, qualification or compliance, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances in which they were made, (ii) any violation or
alleged violation by the Company of any federal, state or common law rule or
regulation applicable to the Company in connection with any such registration,
qualification or compliance, or (iii) any failure to register or qualify
Registrable Securities in any state where the Company or its agents have
affirmatively undertaken or agreed in writing that the Company (th e undertaking
of any underwriter chosen by the Company being attributed to the Company) will
undertake such registration or qualification on behalf of the Holders of such
Registrable Securities (provided that in such instance the Company shall not be
so liable if it has undertaken its best efforts to so register or qualify such
Registrable Securities) and will reimburse, as incurred, each such Holder, each
such underwriter and each such director, manager, officer, partner, member,
agent and controlling person, for any legal and any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action; provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission made in conformity
with written information furnished to the Company by an instrument duly executed
by such Holder or underwriter and stated to be specifically for use therein.


          (b)  Each Holder will, and if Registrable Securities held by or
issuable to such Holder are included in such registration, qualification or
compliance pursuant to this Section 2, does hereby undertake to indemnify and
hold harmless the Company, each of its directors and officers, and each person
controlling the Company, each underwriter, if any, and each person who controls
any underwriter, of the Company's securities covered by such a Registration
Statement, and each other Holder, each of such other Holder's officers,
directors, managers, partners, members and agents and each person controlling
such other Holder, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on (i) any failure of such
Holder or its agents or representatives to comply with the prospectus delivery
requirements of the 1933 Act or any other applicable securities or Blue Sky law,
or (ii) any untrue statement (or alleged untrue statement) of a material fact
contained in any such Registration Statement, prospectus, offering circular or
other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances in which they were made,
and will reimburse, as incurred, the Company, each such underwriter, each such
other Holder, and each such director, officer, manager, partner, member, agent
and controlling person of the foregoing, for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) was made in such Registration Statement,
prospectus, offering circular or other document, in reliance upon and in
conformity with written information furnished to the Company by an instrument
duly executed by such Holder and stated to be specifically for use therein;
provided, however, that the liability of each Holder hereunder (unless such
Holder's liability hereunder is based upon such Holder's willful misconduct as

                                       10
<PAGE>

determined by the nonappealable final decision of a court) shall be limited to
the proportion of any such claim, loss, damage or liability that is equal to the
proportion that the public offering price of the shares sold by such Holder
under such Registration Statement bears to the total public offering price of
all securities sold thereunder, provided, however, that the indemnity
                                --------  -------
obligations of this Section 2.6(b) shall not apply to amounts paid in settlement
of any such claim or action if such settlement is effected without the consent
of the Holder, such consent not to be unreasonably withheld, but in any event
not to exceed the net proceeds received by such Holder from the sale of
securities under such Registration Statement. It is understood and agreed that
the indemnification obligations of each Holder pursuant to any underwriting
agreement entered into in connection with any Registration Statement shall be
limited to the obligations contained in this subsection 2.6(b).

          (c)  Each party entitled to indemnification under this Section 2.6
(the "Indemnified Party") shall give notice to the party required to provide
such indemnification (the "Indemnifying Party") of any claim as to which
indemnification may be sought promptly after such Indemnified Party has actual
knowledge thereof, and shall permit the Indemnifying Party to assume the defense
of any such claim or any litigation resulting therefrom; provided that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be subject to approval by the Indemnified Party (whose
approval shall not be unreasonably withheld) and the Indemnified Party may
participate in such defense at the Indemnifying Party's expense if
representation of such Indemnified Party would be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other party
represented by such counsel in such proceeding; and provided further that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Section 2, except
to the extent that such failure to give notice shall materially adversely affect
the Indemnifying Party in the defense of any such claim or any such litigation.
An Indemnifying Party, in the defense of any such claim or litigation, may,
without the consent of each Indemnified Party, consent to entry of any judgment
or enter into any settlement that includes as an unconditional term thereof the
giving by the claimant or plaintiff therein, to such Indemnified Party, of a
release from all liability with respect to such claim or litigation.

          (d)  In order to provide for just and equitable contribution to joint
liability under the 1933 Act in any case in which either (i) any Holder
exercising rights under this Agreement, or any controlling person of any such
Holder, makes a claim for indemnification pursuant to this Section 2.6 but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 2.6 provides for indemnification in
such case, or (ii) contribution under the 1933 Act may be required on the part
of any such Holder or any such controlling person in circumstances for which
indemnification is provided under this Section 2.6; then, and in each such case,
the Company and such Holder will contribute to the aggregate claims, losses,
damages or liabilities to which they may be subject (after contribution from
others) in such proportion so that such Holder is responsible for the portion
represented by the percentage that the public offering price of the securities
offered by such Holder pursuant to the Registration Statement bears to the
public offering price of all securities offered by such Registration Statement,
and the Company will be responsible for the remaining portion (without

                                       11
<PAGE>

prejudice as to the Company's right to contributions from any other responsible
parties); provided, however, that, in any case, (A) no such Holder will be
required to contribute any amount in excess of the public offering price of all
securities offered by it pursuant to such Registration Statement, after
deduction of underwriting discounts and commissions (unless such Holder's
liability hereunder is based upon such Holder's willful misconduct as determined
by the nonappealable final decision of a court); and (B) no person or entity
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) will be entitled to contribution from any person or entity who was
not guilty of such fraudulent misrepresentation.

          (e)  The indemnities provided in this Section 2.6 shall survive the
transfer of any Registrable Securities by such Holder and any offering of
Registrable Securities in a registration statement under this Section 2, and
otherwise.

     2.7  Information by Holder. The Holder or Holders of Registrable Securities
          ---------------------
included in any registration shall furnish to the Company such information
regarding such Holder or Holders and the distribution proposed by such Holder or
Holders as the Company may reasonably request in writing and as shall be
required in connection with any registration, qualification or compliance
referred to in this Section 2.

     2.8  Transfer of Rights.
          ------------------

          (a)  The rights contained in Sections 2 and 3 hereof may be assigned
or otherwise conveyed to transferees or assignees of Registrable Securities, who
shall be considered a "Holder" for purposes hereof, provided that (i) such
transfer is effected in compliance with Section 1.2 hereof, and (ii) such
transfer is a "Permitted Transfer" as defined herein.

          (b)  For purposes of this Agreement, a "Permitted Transfer" shall
mean: (i) a transaction not involving a change in beneficial ownership; (ii) a
transaction involving distribution without consideration by a stockholder that
is a partnership or limited liability company to any of its partners, members,
retired partners, retired members or to the estate of any of its partners or
members or to any affiliate of such stockholder; (iii) a transaction involving
distribution without consideration by a stockholder that is a corporation to any
of its stockholders; (iv) a transfer by any stockholder who is an individual to
a trust for the benefit of such stockholder or his or her family; (v) a transfer
in which the transferee acquires at least 50,000 shares of Registrable
Securities, subject to adjustment for combinations, consolidations,
recapitalizations, stock splits, stock dividends and the like; or (vi) a
transfer by gift, will or intestate succession to the spouse, lineal descendants
or ancestors of any stockholder or spouse of a stockholder; provided that in
each case the Company is given written notice thereof and the transferee or
assignee of Registrable Securities enters into a joinder agreement accepting the
terms of this Agreement. For purposes of this Section 2.8, shares held by
affiliates shall be aggregated for purposes of satisfying any such minimum share
requirement to effectuate a Permitted Transfer.

     2.9  Form S-3. For so long as the Company has qualified for the use of Form
          --------
S-3 (or any successor form), the Holders of Registrable Securities shall have
the right to request registrations on Form S-3 thereafter under this Section
2.9. The Company shall give notice to all

                                       12
<PAGE>

Holders of Registrable Securities of the receipt of a request for registration
pursuant to this Section 2.9 and shall provide a reasonable opportunity for
other Holders to participate in the registration. Subject to the foregoing, the
Company will use its best efforts to effect as soon as practicable the
registration of all shares of Registrable Securities on Form S-3 to the extent
requested by the Holder or Holders thereof for purposes of disposition;
provided, however, that the Company shall not be obligated to effect any such
--------  -------
registration (A) if the Holders, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) at an aggregate
price to the public of less than $2,500,000 or (B) at any time when the Company
has effected an aggregate of four (4) registrations pursuant to this Section 2.9
or one (1) registration pursuant to this Section 2.9 during the preceding 12-
month period. Notwithstanding the foregoing, nothing herein shall restrict,
prohibit or limit in any way a Holder's ability to exercise its registration
rights under Sections 2.2 or 2.3 hereof. The Company shall have no obligation to
take any action to effect any registration pursuant to this Section 2.9 for any
of the reasons set forth in Section 2.2(a)(ii)(A) or (C) (which shall be deemed
to apply to the obligations under this Section 2.9 with equal force). In
addition, any registration pursuant to this Section 2.9 shall be subject to the
provisions of Section 2.2(b), which shall be deemed to apply to the obligations
under this Section 2.9 with equal force, except that any reference therein to
Section 2.2 or a subsection thereof shall, for these purposes only, be deemed to
be a reference to this Section 2.9.

     2.10   Delay of Registration. No Holder shall have any right to obtain or
            ---------------------
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 2.

     2.11   Limitations on Subsequent Registration Rights. From and after the
            ---------------------------------------------
date of this Agreement, the Company shall not, without the prior written consent
of the Holders of at least a majority of the Registrable Securities then
outstanding and not registered, enter into any agreement with any holder or
prospective holder of any securities of the Company that would allow such holder
or prospective holder to (a) require the Company to effect a registration or (b)
include any securities in any registration filed under Section 2.2, 2.3 or 2.9
hereof, unless, under the terms of such agreement, such holder or prospective
holder may include such securities in any such registration only to the extent
that the inclusion of such securities will not diminish the amount of
Registrable Securities that are included in such registration.

     2.12   Rule 144 Reporting. With a view to making available to the Holders
            ------------------
the benefits of certain rules and regulations of the SEC that may permit the
sale of the Registrable Securities to the public without registration, the
Company agrees to use its diligent efforts to:

            (a)   make and keep current public information available, within the
meaning of SEC Rule 144 or any similar or analogous rule promulgated under the
1933 Act, at all times after it has become subject to the reporting requirements
of the 1934 Act;

            (b)   file with the SEC, in a timely manner, all reports and other
documents required of the Company under the 1933 Act and 1934 Act (after it has
become subject to such reporting requirements); and

                                       13
<PAGE>

               (c)   so long as a Holder owns any Registrable Securities,
furnish to such Holder forthwith upon request a written statement by the Company
as to its compliance with the reporting requirements of said Rule 144 (at any
time commencing ninety (90) days after the effective date of the first
registration filed by the Company for an offering of its securities to the
general public), the 1933 Act and the 1934 Act (at any time after it has become
subject to such reporting requirements); a copy of the most recent annual or
quarterly report of the Company; and such other reports and documents as a
Holder may reasonably request in availing itself of any rule or regulation of
the SEC allowing it to sell any such securities without registration.

          2.13 "Market Stand-Off" Agreement. Each Holder hereby agrees that
                ---------------------------
during a period, not to exceed 180 days, following the effective date of the
initial, effective registration statement of the Company filed under the 1933
Act, it shall not, to the extent requested by the Company and any underwriter,
sell, pledge, transfer, make any sort sale of, loan, grant any option for the
purchase of, or otherwise transfer of dispose of (other than to donees who agree
to be similarly bound) any Registrable Securities held by it at any time during
such period except Common Stock included in such registration, provided,
however, that (i) all "One Percent Stockholders" (as defined below) and all
officers and directors of the Company enter into similar agreements, and (ii)
such agreement provides that a discretionary waiver or termination of such
restrictions by the Company or underwriter (except a waiver or termination of
such restrictions for financial hardship or amounts less than an aggregate
$50,000 per stockholder) shall apply to the Holders pro rata based on the number
of shares of Common Stock held by such Holder. The Company hereby covenants and
agrees to use its best efforts to limit the restrictions imposed on the
Investors by the underwriters (except restrictions imposed by J.P. Morgan & Co.,
as lead underwriter for the Company, in connection with the initial, effective
registration statement of the Company filed on or before June 30, 2000) to a
period not to exceed 120 days from the effective date of such offering.

          In connection with the Company's initial public offering of its
securities to the public, the Company hereby covenants and agrees to use its
reasonable efforts to ensure that all shares of its capital stock, including all
shares of capital stock issued subsequent to the date hereof, other than shares
sold pursuant to a registration statement under the 1933 Act, shall be subject
to a market stand-off provision with the same terms of this Section 2.13.

          For purposes of this Section 2.13, the term "One Percent Stockholder"
shall mean a stockholder of the Company who holds at least 1% of the outstanding
Common Stock of the Company (assuming conversion of all outstanding capital
stock and exercise of all Warrants to purchase Common Stock or Investor Stock of
the Company) prior to such offering of securities by the Company.

          In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each
Holder (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.

          2.14 Termination of Rights. The rights of any particular Holder under
               ---------------------
Section 2 hereof shall terminate as to any Holder who holds Registrable
Securities on the earlier to occur of (a) the date seven (7) years following the
effective date of the initial, effective registration statement

                                       14
<PAGE>

of the Company filed with the SEC under the 1933 Act or (b) the date such Holder
is able to dispose of all of its Registrable Securities in any 90-day period
pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the
1933 Act).

                                  Section 3.

                            RIGHTS OF FIRST REFUSAL
                            -----------------------

     3.1  Certain Definitions. As used in this Section 3:
          -------------------

          (a)  The term "Holder" shall have the meaning set forth in Section
2.1(c).

          (b)  The term "New Securities" shall mean any capital stock of the
Company, whether now authorized or not, and rights, options or warrants to
purchase capital stock, and securities of any type whatsoever that are, or may
become, convertible into capital stock; provided that the term "New Securities"
does not include: (i) the Investor Stock; (ii) the Conversion Stock; (iii)
shares of Common Stock or Investor Stock issued upon exercise of the Warrants or
other options or warrants outstanding as of November 12, 1999; (iv) securities
issued to NBC Sports pursuant to the terms of the NBC Sports Transaction; (v)
securities issued to guarantors of the Company's line of credit with First Union
National Bank, N.A., as approved by the Board of Directors of the Company; (vi)
securities issued to shareholders of Long Distance Technologies, Inc. pursuant
to Articles of Merger filed with the North Carolina Secretary of State on June
18, 1999; (vii) securities issued pursuant to the acquisition of another
corporation or business entity by the Company or one or more of its wholly owned
subsidiaries by merger, consolidation, share exchange, purchase of substantially
all the assets or other reorganization whereby the stockholders of the Company
immediately prior to the transaction own in the aggregate more than 50% of the
voting power of the Company or other surviving entity after the transaction, as
approved by the Board of Directors of the Company; (viii) securities issued in
connection with strategic or collaborative relationships or for lending
transactions, with other than primarily equity financing purposes, as approved
by the Board of Directors of the Company; (ix) shares of Common Stock and
options, warrants or rights convertible into such Common Stock, issued to
employees, consultants or directors of the Company pursuant to any incentive
agreement or arrangement, as approved by the Board of Directors of the Company;
(x) securities issued pursuant to any stock dividend, stock split, combination
or other reclassification by the Company of any of its capital stock; or (xi)
securities approved by the disinterested outside members of the Board of
Directors of the Company and each stockholder of the Company that has the power
to designate a member of the Board of Directors of the Company.

          (c)  The term "Pro Rata Share" means the ratio (i) the numerator of
which is the number of shares of Common Stock held by such Holder, or issuable
to such Holder upon the conversion of shares of Investor Stock or exercise of
Warrants held by such Holder, on the date of the Company's written notice
pursuant to Section 3.4 hereof, and (ii) the denominator of which is the number
of shares of Common Stock outstanding, assuming for this purpose conversion or
exercise of all securities then issued and outstanding which are convertible
into or exercisable for Common Stock of the Company.

                                       15
<PAGE>

          3.2  Right of First Refusal. The Company hereby grants to each Holder,
               ----------------------
subject to the terms and conditions specified in this Section 3, the right of
first refusal to purchase, on the terms and conditions set forth in the
Company's notice pursuant to Section 3.3 hereof, up to its Pro Rata Share of all
New Securities that the Company may, from time to time, propose to sell and
issue.

          3.3  Required Notices. In the event the Company proposes to undertake
               ----------------
an issuance of New Securities, it shall give each Holder written notice prior to
such issuance of its intention, describing the type of New Securities, the price
and the general terms upon which the Company proposes to issue the same. Each
Holder shall have thirty (30) days from the date of any such notice to exercise
its right of first refusal under Section 3.2 hereof for the price and upon the
general terms specified in the notice by giving written notice to the Company
and stating therein the quantity of New Securities to be purchased. After such
initial 30-day period, for an additional period of fifteen (15) days, each
Holder may also exercise its right of overallotment such that if any Holder
fails to exercise its right hereunder to purchase its Pro Rata Share of the New
Securities proposed to be sold by the Company, each other Holder may, by
notifying the Company of such Holder's desire to acquire more than its Pro Rata
Share as part of its exercise notice pursuant to this Section 3.3, purchase the
nonpurchasing Holders portion on a pro rata basis.

          3.4  Company's Right to Sell. The Company shall have ninety (90) days
               -----------------------
after the 30-day period described in Section 3.3 hereof to sell all such New
Securities respecting which the Holders' rights of first refusal hereunder were
not exercised, at a price and upon terms no more favorable in any material
respect to the purchasers thereof than specified in the Company's notice. In the
event the Company has not sold all such New Securities within such 90-day
period, the Company shall not thereafter issue or sell any New Securities
without first notifying the Holders in the manner provided in Section 3.3 above.

          3.5  Expiration of Right. The rights of first refusal granted under
               -------------------
this Section 3 shall not apply to, and shall expire upon, the effectiveness of a
registration statement for the sale of the Company's shares of Common Stock in a
firm commitment underwritten public offering registered under the 1933 Act for a
total offering of not less than $30 million, and with a price per share of not
less than $20.737, subject to adjustment in the event of a recapitalization,
stock dividend, stock split or the like (a "Qualified Public Offering").

                                       16
<PAGE>

                                   Section 4.

                               COMPANY COVENANTS
                               -----------------

     The Company hereby covenants and agrees on behalf of itself and its
subsidiaries to the following.

     4.1  Financial Statements and Information. The Company will keep books
          ------------------------------------
of account and prepare financial statements and will cause to be furnished to
each Holder (all of the foregoing and following to be kept and prepared in
accordance with United States generally accepted accounting principles applied
on a consistent basis) :

          (a)  As soon as practicable, but in any event within ninety (90) days
after the end of each fiscal year of the Company, a copy of the financial
statements of the Company for such fiscal year containing a consolidated and
consolidating balance sheet, statement of income, statement of stockholders'
equity, and statement of cash flows, each as at the end of such fiscal year and
for the period then ended and in each case setting forth in comparative form the
figures for the preceding fiscal year, all in reasonable detail and audited and
certified by independent certified public accountants of recognized standing
selected by the Company's Board of Directors.

          (b)  As soon as practicable after the end of each of the first three
quarters of the fiscal year, but in any event within thirty (30) days after the
end of each such quarter, the unaudited consolidated balance sheets of the
Company and its subsidiaries, if any, as of the end of such quarter, and its
unaudited consolidated statements of income and losses, stockholders' equity and
cash flows for such quarter, setting forth in each case in comparative form the
figures for the corresponding period of the preceding fiscal year, all in
reasonable detail.

          (c)  As soon as practicable after the end of each month, but in any
event within thirty (30) business days thereafter, the unaudited consolidated
balance sheet of the Company and its subsidiaries, if any, as of the end of such
month and its unaudited statement of income and losses, stockholders' equity and
cash flows for such month, indicating actual results versus the Company's plan
for such month.

          (d)  As soon as available, a copy of each (1) financial statement,
report, notice, or proxy statement sent by the Company to its stockholders; (2)
regular, periodic, or special report, registration statement, or prospectus
filed by the Company with any securities exchange, state securities regulator,
or the Commission; (3) material order issued by any court, governmental
authority, or arbitrator in any material proceeding to which the Company is a
party or to which any of its assets is subject; (4) press release or other
statement made available generally by the Company or its officers to the public
generally concerning material developments in the business of the Company; and
(5) item of correspondence, report, or other information sent by the Company to
any holder of any indebtedness, including, without limitation, the Stockholders.

                                       17
<PAGE>

          (e)  Prompt notice of any default of the Company under any bond, note,
indenture or other debt instrument representing indebtedness for borrowed money
and of any acceleration of indebtedness which may result therefrom.

          (f)  With reasonable promptness, such other information respecting the
business, properties or the condition or operations, financial or other, of the
Company or any subsidiary as any Holder may from time to time reasonably
request.

     4.2  Inspection.  The Company shall permit each Stockholder and each
          ----------
transferee (provided such transfer is effected in compliance with Section 1.2
hereof) who holds no less than 500,000 shares of Common Stock issued or issuable
upon conversion of the Investor Stock or exercise of the Warrants, its attorney
or its other representative to visit and inspect the Company's properties, to
examine the Company's books of account and other records, to make copies or
extracts therefrom and to discuss the Company's affairs, finances and accounts
with its officers, management, employees and independent auditors all at such
reasonable times and as often as such Stockholder or transferee may reasonably
request; provided, however, that the Company shall not be obligated pursuant to
         --------  -------
this Section 4.1(b) to provide trade secrets or confidential information or to
provide information to any person whom the Company reasonably believes is a
competitor of the Company; provided, further, that such Stockholder shall bear
                           --------  -------
any costs or expenses of such investigations or inquiries.

     4.3  Budget.  With respect to each fiscal year of the Company, the Company
          ------
agrees to prepare and submit to the Board of Directors and to each Stockholder
who holds no less than 500,000 shares of Common Stock issued or issuable upon
conversion of the Investor Stock or exercise of the Warrants, an operating plan
(the "Budget") with monthly breakdowns for such fiscal years substantially in
the form of previously prepared budgets and in accordance with the line items
(outlined in the financial statements required in 4.1(a)) for each fiscal year
at least thirty (30) days prior to the beginning of such fiscal year of the
Company. The Budget shall be accepted as the Budget for such fiscal year when it
has been approved by a majority of the Board of Directors. The Budget shall be
reviewed by the Company periodically and all changes therein and all material
deviations therefrom shall be resubmitted to the Board of Directors in advance
and shall be accepted when approved by a majority of, and the Company shall not
make any such changes or material deviations to or from the Budget without such
prior approval of a majority of the entire Board of Directors.

     4.4  Use of Proceeds.  The Company shall expend the proceeds from the sale
          ---------------
of Series D Stock for working capital purposes.

     4.5  Stock Option Plan.  Each option granted pursuant to the Company's 1997
          -----------------
Stock Plan (the "Plan") shall contain a three year vesting schedule, with 1/48th
of the shares vesting monthly during the first two years and 1/24th of the
shares vesting monthly during the third year, until all shares are vested. At
the option of the Board of Directors of the Company, certain options granted
pursuant to the Plan may contain a yearly vesting requirement for the first year
of vesting.

                                       18
<PAGE>

     4.6  Compensation Committee. The Company shall appoint and maintain a
          ----------------------
compensation committee of the Board of Directors.

     4.7  Expiration of Covenants. The covenants set forth in this Section 4
          -----------------------
shall expire and be of no further force or effect upon the effectiveness of the
initial public offering of the Company's Common Stock under the 1933 Act. After
such time, the Stockholders shall be entitled to receive such annual and
quarterly reports as the Company shall distribute to its stockholders generally.


                                  Section 5.

                             PARTICIPATION RIGHTS
                             --------------------

     5.1  Series D Right to Participate in Initial Public Offering. In
          --------------------------------------------------------
connection with the Company's initial firm commitment underwritten public
offering (the "IPO"), the Company shall use its best efforts to cause the
managing underwriter or underwriters of such IPO to establish a program (the
"Program") whereby such managing underwriter or underwriters would offer the
Series D Holders (each, an "IPO Holder") priority as to the participation in
such Program on the terms as described herein.

     Subject to the terms hereof, the Company shall use its best efforts to
cause the number of shares of Common Stock to be offered to the IPO Holders
pursuant to the Program (the "Program Shares") to equal no less than the
quotient obtained by dividing (i) the greater of (A) five million dollars
($5,000,000), or (B) ten percent (10%) of the aggregate gross proceeds to the
Company from the IPO, by (ii) the mid-point of the first filing range the
Company sets forth in the registration statement for the IPO or an amendment
thereto; provided, however, that such number of Program Shares shall be subject
         --------  -------
to reasonable reduction by the Company if the Company's Board of Directors
determines in good faith, by a duly adopted resolution (based in part on the
advice of the managing underwriter or underwriters), that the purchase by the
IPO Holders of the number of Program Shares determined in accordance with the
provisions hereof would be materially detrimental to the success of the IPO.

     The managing underwriter or underwriters shall offer to each IPO Holder the
right to purchase its Pro-Rata Share of the Program Shares. Each IPO Holder's
"Pro-Rata Share" shall equal the quotient obtained by dividing (i) the number of
shares of Common Stock issuable or issued upon conversion of shares of Series D
Stock then held by such IPO Holder, by (ii) the number of shares of Common Stock
issuable or issued upon conversion of shares of Series D Stock then held by all
IPO Holders, provided, however, that the pro-rata share of each IPO Holder other
than the funds affiliated with TCV III (Q), L.P. shall be proportionately
reduced so that the funds affiliated with TCV III (Q), L.P. shall in aggregate
be offered that number of Program Shares that, when multiplied by the mid-point
of the first filing range the Company sets forth in a registration statement for
the IPO or an amendment thereto, equals $3,000,000. All Program Shares as to
which IPO Holders do not indicate an interest in purchasing shall be reallocated
on a pro-rata basis among the IPO Holders who indicate an interest in purchasing
more than their pro-rata share.

                                       19
<PAGE>

     5.2  Compliance.  The Program and all offers to be made to the IPO Holders
          ----------
shall be conducted in compliance with all federal and state securities laws and
regulations, including, without limitation, Rule 134 of the Securities Act of
1933, as amended, and all applicable rules and regulations promulgated by the
National Association of Securities Dealers, Inc. and other such self-regulating
or quasi-public regulatory organizations.

     Notwithstanding the foregoing, the IPO Holders participating in the Program
shall comply with all requirements and procedures required by the managing
underwriter or underwriters of the IPO of all purchasers participating in a
directed share program, if any, or of purchasers in the IPO generally.
Furthermore, the IPO Holders agree to furnish upon request to the Company and
the managing underwriter or underwriters of the IPO such further information, to
execute and deliver to the Company and the managing underwriter or underwriters
of the IPO such other documents, and to do such other acts and things, all as
the Company and the managing underwriter or underwriters of the IPO may
reasonably request and which are consistent with the intent of this Section 5
for the purpose of carrying out the intent of this Section 5 .

     5.3  Notices.  All notices and time periods for response to such notices by
          -------
the IPO Holders shall be as outlined in Section 3 hereof.


                                  Section 6.

                                 MISCELLANEOUS
                                 -------------

     6.1  Governing Law. This Agreement shall be governed by, and construed and
          -------------
interpreted in accordance with the laws of the State of North Carolina as
applied to agreements among North Carolina residents made and to be performed
entirely within the State of North Carolina.

     6.2  Successors and Assigns. Except as otherwise expressly provided herein,
          ----------------------
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.

     6.3  Entire Agreement. This Agreement constitutes the full and entire
          ----------------
understanding and agreement among the parties with regard to the subjects
hereof. Nothing in this Agreement, express or implied, is intended to confer
upon any party, other than the parties hereto and their successors and assigns,
any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided herein.

     6.4  Severability. Any invalidity, illegality or limitation of the
          ------------
enforceability with respect to any Holder of any one or more of the provisions
of this Agreement, or any part thereof, whether arising by reason of the law of
any such person's domicile or otherwise, shall in no way affect or impair the
validity, legality or enforceability of this Agreement with respect to any other
Holder. In case any provision of this Agreement shall be invalid, illegal or

                                       20
<PAGE>

unenforceable, it shall to the extent practicable, be modified so as to make it
valid, legal and enforceable and to retain as nearly as practicable the intent
of the parties, and the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     6.5  Amendment and Waiver.  Except as otherwise expressly provided herein,
          --------------------
any term of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, either
retroactively or prospectively and either for a specified period of time or
indefinitely) with the written consent of the Company, the Stockholders, or
their transferees, holding at least a majority of the shares of Investor Stock
and Conversion Stock and voting together as a single group (treated as if
converted at the conversion rate then in effect and including, for such
purposes, shares of Common Stock into which any shares of Investor Stock shall
have been converted and for which any Warrants shall have been exercised that
are held by a Holder); provided, however, that the Company may add new Series D
                       --------  -------
Holders as parties to this Agreement pursuant to subsequent sales and purchases
of Series D Stock pursuant to the terms of the Series D Private Placement, which
additions are hereby consented to by all Stockholders. Any amendment or waiver
effected in accordance with this Section 6.5 shall be binding upon each
Stockholder and each transferee of the Registrable Securities. Upon the
effectuation of each such amendment or waiver, the Company shall promptly give
written notice thereof to the Stockholders who have not previously consented
thereto in writing.

     6.6  Delays or Omissions. No delay or omission to exercise any right, power
          -------------------
or remedy accruing to the Company, the Stockholders, or any transferees upon any
breach, default or noncompliance of the Stockholders or any transferee or the
Company under this Agreement, shall impair any such right, power or remedy, nor
shall it be construed to be a waiver of any such breach, default or
noncompliance, or any acquiescence therein, or of any similar breach, default or
noncompliance thereafter occurring. It is further agreed that any waiver,
permit, consent or approval of any kind or character on the part of the Company
or the Stockholders of any breach, default or noncompliance under this Agreement
or any waiver on the Company's or the Stockholders' part of any provisions or
conditions of this Agreement must be in writing and shall be effective only to
the extent specifically set forth in such writing and that all remedies, either
under this Agreement, by law, or otherwise afforded to the Company and the
Stockholders, shall be cumulative and not alternative.

     6.7  Notices, etc.  All notices and other communications required or
          ------------
permitted hereunder shall be in writing and shall be deemed effectively given
upon personal delivery or upon confirmed delivery by facsimile or telecopy, or
on the fifth day (or the tenth day if to a party with an address outside of the
United States) following mailing by registered or certified mail, return receipt
requested, postage prepaid, addressed:

                                       21
<PAGE>

     (a)  if to the Company, at:

                              Total Sports, Inc.
                              234 Fayetteville Street Mall,
                              2/nd/ Floor
                              Raleigh, NC 27601
                              Attn: Chief Executive Officer
                              Telephone:  [________]
                              Telecopier: 919-573-8156

          With a copy to:

                              Wyrick Robbins Yates & Ponton LLP
                              4101 Lake Boone Trail, Suite 300
                              Raleigh, NC 27607
                              Attn: Larry E. Robbins
                              Telephone:  919-781-4000
                              Telecopier: 919-781-4865

or at such other address as the Company shall have furnished to the Stockholders
in writing;

     (b)  if to the Stockholders, at the addresses of such Stockholders
specified on Exhibit A hereto, or at such other addresses as the Stockholders
shall have furnished to the Company in writing; and

     (c)  if to a Holder other than the Stockholders, at such Holder's address
as shall have been furnished to the Company in writing.

     6.8  Titles and Subtitles. The titles of the sections and subsections of
          --------------------
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

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

                 [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

                                       22
<PAGE>

     IN WITNESS WHEREOF, this Investor Rights Agreement has been duly executed
and delivered by the parties as of the date first above written.


COMPANY:                           TOTAL SPORTS INC.


                                          /s/ Frank Daniels, III
                                   By:_____________________________________

                                              Frank Daniels, III
                                   Name:___________________________________

                                            Chief Executive Officer
                                   Title:__________________________________


STOCKHOLDERS:                      By:_____________________________________
                                         (Printed Name)


                                    /s/ Stockholders Named on Exhibit A
                                   ________________________________________
                                   (Signature)

                                   if an entity:

                                   Name:__________________________________

                                   Title:__________________________________

                                       23
<PAGE>

                                   EXHIBIT A
                                   ---------

                                 STOCKHOLDERS

                           (as of November 12, 1999)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                      No. of        No. of        No. of        No. of        No. of        No. of        No. of
      Stockholder Name                Common       Series A      Series B      Series C     Series C1      Series D     Series D1
         and Address                  Shares        Shares        Shares        Shares        Shares        Shares        Shares
         -----------                  ------        ------        ------        ------        ------        ------        ------
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        (warrants)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>           <C>           <C>           <C>          <C>            <C>          <C>
1999 Champion Ventures-Angel
Investments, L.L.C.                                                                                           6,026         2,711
1031 Middlefield Rd
Redwood City, CA 94063
------------------------------------------------------------------------------------------------------------------------------------
Abdulkadir, Abdulaziz
AMA Group                                                                        28,145
Tahlia Street, P.O. Box 2468,
Riyadh 11451 Saudi Arabia
------------------------------------------------------------------------------------------------------------------------------------
Access Technology Partners
Brokers Fund, L.P.                                                                                            1,928           868
Attn:  Alex Sloan
1 Bush Street, Floor 12
San Francisco, CA 94104
------------------------------------------------------------------------------------------------------------------------------------
Access Technology Partners, L.P.
Attn:  Alex Sloan                                                                                            96,419        43,389
1 Bush Street, Floor 12
San Francisco, CA 94104
------------------------------------------------------------------------------------------------------------------------------------
Adriatic Holdings Limited
Shirley and Charlotte Streets                                                                                18,078         8,135
PO Box N4899
Nassau, Bahamas
------------------------------------------------------------------------------------------------------------------------------------
Allen & Company, Inc.
711 Fifth Avenue                     Warrants:
New York, NY 10022                    318,500
------------------------------------------------------------------------------------------------------------------------------------
Almalik, Ahmed Hamad
c/o Mosa Almalik Rakaa                                                                                        3,011         1,354
Trading Co.
Khayyriah Bldg., 10th floor
(King Faisal Foundation)
P.O. Box 16010
Riyadh 11464
Saudi Arabia
------------------------------------------------------------------------------------------------------------------------------------
Almalik, Mosa H.
Rakaa Trading Co.                                                                                             3,013         1,355
Khayyriah Bldg., 10th floor
(King Faisal Foundation)
P.O. Box 16010
Riyadh 11464
Saudi Arabia
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                      No. of        No. of        No. of        No. of        No. of        No. of        No. of
        Stockholder Name              Common       Series A      Series B      Series C     Series C1      Series D     Series D1
           and Address                Shares        Shares        Shares        Shares        Shares        Shares        Shares
           -----------                ------        ------        ------        ------        ------        ------        ------
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        (warrants)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>           <C>           <C>           <C>          <C>            <C>          <C>
Alrajhi, Mansour A.
c/o Fahad A. Alrajhi                                                                                          3,012         1,355
Rajhi Bank Head office, Olaya
Road
New Akkariya Bldg., 4th Floor
PO Box 28
Riyadh 11411
Saudi Arabia
------------------------------------------------------------------------------------------------------------------------------------
Asdale Limited
Les Vardes House
La Charrloterie, St. Peter Port                                                                52,687        75,326        33,896
Guernsey C.I. GYI 4LG

Attn:  Martin Mellish
44 Loundes Street
London, England SW1X 9HX
------------------------------------------------------------------------------------------------------------------------------------
Baca, Michael L.
808 Silverstone Way                                                                               527
Holly Springs, NC 27540
------------------------------------------------------------------------------------------------------------------------------------
Batcho, Ron
617 Cumberlain Street                                                               703           673
Raleigh, NC 27607
------------------------------------------------------------------------------------------------------------------------------------
Boatwright, Colin Byrn
4101 Darlington Place                                                                           3,525
Raleigh, NC 27612
------------------------------------------------------------------------------------------------------------------------------------
Bonnelly, Rafael
Calle Jose Lazaro Galdiano #2, 7A
28036 Madrid, Spain                                                                             2,634
------------------------------------------------------------------------------------------------------------------------------------
Boswell, Stewart M.
4925 Gorham Drive                                                                               5,268
Charlotte, NC 28226
------------------------------------------------------------------------------------------------------------------------------------
Bull Run Corporation
4370 Peachtree Road, NE
Atlanta, GA 30319-3099                                                          351,815       105,374
------------------------------------------------------------------------------------------------------------------------------------
CG Asian-American Fund, L.P.
c/o Sycamore Venture                                                                                         37,361        16,812
Attn:  Simon Wong
989 Lenox Drive, Suite 208
Lawrenceville, NJ 08648
------------------------------------------------------------------------------------------------------------------------------------
Coltrane, Kevin
5501 Tryon Road                                                                   1,407           211
Raleigh, NC 27606
------------------------------------------------------------------------------------------------------------------------------------
Connors, John J.
3 Stonemeadow Drive                                                                            10,537         3,254         1,464
Westwood, MA 02090
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                      No. of        No. of        No. of         No. of         No. of        No. of       No. of
        Stockholder Name              Common       Series A      Series B       Series C      Series C1      Series D    Series D1
           and Address                Shares        Shares        Shares         Shares         Shares        Shares       Shares
           -----------                ------        ------        ------         ------         ------        ------       ------
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         (warrants)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>           <C>            <C>           <C>            <C>         <C>
Copia Capital, LLC
c/o David Beck
W3542930 Manor House Court                                                                        5,268
Oconomowoc, WI 53066
------------------------------------------------------------------------------------------------------------------------------------
Cross, James R.
1 Cedar Hill                                                                                      3,000
Greenwich, CT 06830
------------------------------------------------------------------------------------------------------------------------------------
Cuthberson, Patrick
9021 Ransdell Road                                                                  2,110         1,054
Raleigh, NC 27603
------------------------------------------------------------------------------------------------------------------------------------
Daniels, Frank A., III                                               44,526
234 Fayetteville Street Mall
2/nd/ Floor                                                       Warrants:
Raleigh, NC 27601                                                    10,161        72,571        52,687
------------------------------------------------------------------------------------------------------------------------------------
Daniels, Frank A., Jr.
234 Fayetteville Street Mall          Warrants:
2/nd/ Floor                              83,840        25,000        44,526                      31,612
Raleigh, NC 27601
------------------------------------------------------------------------------------------------------------------------------------
Davidson, Simon
202 Old Kings Highway North                                                                       2,634
Darien, CT 06820
------------------------------------------------------------------------------------------------------------------------------------
Dixon, Bradford N.
1290 Beethoven Common                                                                               800
Suite 19301
Freemont, CA 94538
------------------------------------------------------------------------------------------------------------------------------------
Dodson, Andrew
302 Longwoods                                                                       3,518
Houston, TX 77024
------------------------------------------------------------------------------------------------------------------------------------
Donaldson, Lufkin and Jenrette
SEC Corp (TIN 13-2741729)
custodian F/B/O Thomas W. Tice,
IRA
200 West Madison Street                                                                           2,634
Chicago, IL 60606
------------------------------------------------------------------------------------------------------------------------------------
Eagan, Marie
309 Bebington Drive                                                                   703
Cary, NC 27513
------------------------------------------------------------------------------------------------------------------------------------
EGL Equity Offshore Partners
III, L.P.                                                                                                      48,329        21,748
Attn:  Sal Massaro
3495 Piedmont Rd
Ten Piedmont Center, Suite 412
Atlanta, GA 30305
------------------------------------------------------------------------------------------------------------------------------------
EGL Equity Partners III, L.P.
Attn:  Sal Massaro                                                                                             23,738        10,682
3495 Piedmont Rd
Ten Piedmont Center, Suite 412
Atlanta, GA 30305
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                      No. of        No. of        No. of        No. of        No. of        No. of        No. of
        Stockholder Name              Common       Series A      Series B      Series C     Series C1      Series D     Series D1
           and Address                Shares        Shares        Shares        Shares        Shares        Shares        Shares
           -----------                ------        ------        ------        ------        ------        ------        ------
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         (warrants)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>          <C>            <C>          <C>            <C>          <C>
EGL NatWest Ventures USA, L.P.
Attn:  Sal Massaro                                                                                             33,377        15,019
3495 Piedmont Rd
Ten Piedmont Center, Suite 412
Atlanta, GA 30305
------------------------------------------------------------------------------------------------------------------------------------
Elliot, Peter
544 St. Claire Avenue, W. #2
Toronto, Ontario                                                                                    948
Canada M6A 1A5
------------------------------------------------------------------------------------------------------------------------------------
El-Ramly, Ahmed
132 Shady Springs Place                                                               703           146
Durham, NC 27713
------------------------------------------------------------------------------------------------------------------------------------
Evans, Robert L.
C/o 75 State Street
18/th/ Floor                                                                                      5,268
Boston, MA 02109
------------------------------------------------------------------------------------------------------------------------------------
Fahad FAR Ventures
c/o Carolina Financial Group                                                                                    6,026         2,711
206 North Caldwell Street
Brevard, NC 28712
------------------------------------------------------------------------------------------------------------------------------------
Forlines, John A., III
129 Wood Road                                                                                     2,634
Locust Valley, NY 11560
------------------------------------------------------------------------------------------------------------------------------------
Geisler, Meredith Krugman
8003 Inspection House Road                                                                          527
Potomac, MD 20854
------------------------------------------------------------------------------------------------------------------------------------
Gerry, Peter G.
c/o Sycamore Venture                                                                                              602           270
Attn:  Simon Wong
989 Lenox Drive, Suite 208
Lawrenceville, NJ 08648
------------------------------------------------------------------------------------------------------------------------------------
Golson, Dr. James P.
202 Mary Martin Hall                                                                7,036         1,458
Auburn University, AL 36849
------------------------------------------------------------------------------------------------------------------------------------
Goodwyn, Richard, Jr.
c/o Sycamore Venture                                                                                              301           135
Attn:  Simon Wong
989 Lenox Drive, Suite 208
Lawrenceville, NJ 08648
------------------------------------------------------------------------------------------------------------------------------------
Green, Stephen M.
9 Old Parish Road                                                                   7,036
Darien, CT 06820
------------------------------------------------------------------------------------------------------------------------------------
H&Q Total Sports Investors, LP
Attn:  Alex Sloan                                                                                              10,124         4,556
1 Bush Street, Floor 12
San Francisco, CA 94104
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                      No. of        No. of        No. of        No. of        No. of        No. of        No. of
        Stockholder Name              Common       Series A      Series B      Series C     Series C1      Series D     Series D1
           and Address                Shares        Shares        Shares        Shares        Shares        Shares        Shares
           -----------                ------        ------        ------        ------        ------        ------        ------
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         (warrants)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>           <C>           <C>          <C>            <C>          <C>
Hambrecht & Quist California                                                                                    6,026         2,712
Attn:  Alex Sloan
1 Bush Street, Floor 12
San Francisco, CA 94104
------------------------------------------------------------------------------------------------------------------------------------
Hambrecht & Quist Employee
Venture Fund, L.P. II                                                                                           6,026         2,712
Attn:  Alex Sloan
1 Bush Street, Floor 12
San Francisco, CA 94104
------------------------------------------------------------------------------------------------------------------------------------
Hamel, George F., Jr.
c/o Richard C. Blum Assoc.                                                                        2,634           813           365
909 Montgomery Street
Suite 400
San Francisco, CA 94133
------------------------------------------------------------------------------------------------------------------------------------
Harrelson, Joyce
700 Little Leaf Court                                                                 703
Holly Springs, NC 27540
------------------------------------------------------------------------------------------------------------------------------------
Hasnain, Marie
4008 Lantern Lane
Burlington, Ontario                                                                               1,054
Canada L7L 5Z2
------------------------------------------------------------------------------------------------------------------------------------
Hibbs, David
255 Half Mile Road                                                                                2,634
Southport, CT 06490
------------------------------------------------------------------------------------------------------------------------------------
Horowitz, Jamie
3301-203 Cotton Mill Drive                                                                          527
Raleigh, NC 27612
------------------------------------------------------------------------------------------------------------------------------------
Host Communications, Inc.               418,971
------------------------------------------------------------------------------------------------------------------------------------
James N. Gray Company
10 Quality Street                                                                  35,180
Lexington, KY 40507-1450
------------------------------------------------------------------------------------------------------------------------------------
Johnson, Jennifer J.
1415 Nottingham Road                                                                              1,159
Raleigh, NC 27607
------------------------------------------------------------------------------------------------------------------------------------
Juffali, Khalid
P.O. Box 1049
Jeddah 21431                                                                        7,036
Saudi Arabia
------------------------------------------------------------------------------------------------------------------------------------
Kendall, Donald R., Jr.
720 Kuhlman Road                                                                                  5,268         1,506           677
Houston, TX 77024

Pennzoil Place
711 Lousiana, Suite 2323
Houston, TX 77002-2232
------------------------------------------------------------------------------------------------------------------------------------
Kern, John M.
285 Musketaquid Road                                                                             10,537
Concord, MA 01742
------------------------------------------------------------------------------------------------------------------------------------
KOJUCO Investments Ltd.
P.O. Box N4859                                                                                                 14,995         6,747
Nassau, Bahamas
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                       No. of         No. of       No. of        No.of          No.of         No.of        No.of
   Stockholder Name                    Common        Series A     Series B      Series C      Series C1      Series D    Series D1
      and Address                      Shares          Shares       shares       Shares         Shares        Shares       Shares
      -----------                      ------          ------       ------       -------        ------        ------       ------
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         (warrants)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>          <C>           <C>           <C>            <C>         <C>
Labatt Brewing Company
Limited                                                                                                      241,043       108,469
Labatt House
181 Bay Street, Suite 200
Toronto, Ontario M5J 2J3
------------------------------------------------------------------------------------------------------------------------------------
Lane, Daniel J.
768 Holly Drive North                                                                             7,903
Annapolis, MD 21401
------------------------------------------------------------------------------------------------------------------------------------
Langtry Trust NV re 7089
c/o Langtry House                                                                                 5,268        4,218         1,898
Lamotte Street
St. Helier, Jersey, C.I. JE4 8QR
------------------------------------------------------------------------------------------------------------------------------------
MacDougall, Sarah
1200-24 Mayruth Drive                                                                             1,316
Raleigh, NC 27713
------------------------------------------------------------------------------------------------------------------------------------
Mario, Greg
318 University Drive                                                                7,036
Durham, NC 27516
------------------------------------------------------------------------------------------------------------------------------------
Mario, Jeremy
19 Winfield Drive                                                                   7,036
Princeton, NJ 08540
------------------------------------------------------------------------------------------------------------------------------------
McConnell Venture Partners
Fund, LLC                                                                                                     60,260        27,117
3305 Ridgecrest Court
Raleigh, NC 27607
------------------------------------------------------------------------------------------------------------------------------------
McGuirk, Gary
103 Simonds Road                                                                                  7,903
Lexington, MA 02420
------------------------------------------------------------------------------------------------------------------------------------
Mellish, Martin
44 Lowndes Street                                                                                 3,582
London England SWIX 9HX
------------------------------------------------------------------------------------------------------------------------------------
Morano, Bill
52 Station Drive                                                                      703           146
Durham, NC 27516
------------------------------------------------------------------------------------------------------------------------------------
Mowry, Ken
6504 Lord Britton Place                                                             2,814         3,161
Raleigh, NC 27603
------------------------------------------------------------------------------------------------------------------------------------
Musallam, Musallam A.,  Ph.D.
King Fahad Road, behind Saudia                                                                                 12,052        5,463
Airlines Headoffice
SKAB Commerce & Industry
P.O. Box 7226
Jeddah 21462
Saudi Arabia
------------------------------------------------------------------------------------------------------------------------------------
NBC Sports                              811,423

------------------------------------------------------------------------------------------------------------------------------------
Nowell, Julie
1113 Hymettus Court                                                  22,263                      21,074
Raleigh, NC 27601
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                       No. of         No. of       No. of        No.of          No.of         No.of        No.of
   Stockholder Name                    Common        Series A     Series B      Series C      Series C1      Series D    Series D1
      and Address                      Shares          Shares       shares       Shares         Shares        Shares       Shares
      -----------                      ------          ------       ------       -------        ------        ------       ------
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         (warrants)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>          <C>           <C>           <C>            <C>         <C>
Nuray Telluride Properties
Limited Partnership                                                 222,632       201,132       105,374       120,521        54,234
c/o Nuray Holdings, LLC                                           Warrants:
Attn:  William E. Ray                                                20,322
801 East Trade Street
Charlotte, NC 28202
------------------------------------------------------------------------------------------------------------------------------------
Papadoupulos, John M.
5033 Gorham Drive                                                                                 5,268
Charlotte, NC 28226
------------------------------------------------------------------------------------------------------------------------------------
Parvez, Mohsan
E.A. Juffali                                                                        9,850                       3,013         1,355
P.O. Box 1049
Jeddah 21431, Saudi Arabia
------------------------------------------------------------------------------------------------------------------------------------
Patel, Pratik
5117 Torrey Pine Lane
Durham, NC 27713 (check)                                                            1,802
------------------------------------------------------------------------------------------------------------------------------------
Phillips, Courtney D.
c/o Earl N. Phillips, Jr.                                                                                       6,026         2,711
GE Capital First Factors
101 South Main Street
High Point, NC 27261
------------------------------------------------------------------------------------------------------------------------------------
Phillips, Earl N., Jr.
GE Capital First Factors                                                                                       18,078         8,135
101 South Main Street
High Point, NC 27261
------------------------------------------------------------------------------------------------------------------------------------
Phillips, Jordan N.
c/o Earl N. Phillips, Jr.                                                                                       6,026         2,711
GE Capital First Factors
101 South Main Street
High Point, NC 27261
------------------------------------------------------------------------------------------------------------------------------------
Piedmont Venture Partners II,
L.P.                                                                                            105,374        30,130        13,558
One Morrocroft Centre, Suite 380
6805 Morrison Boulevard
Charlotte, NC 28211
------------------------------------------------------------------------------------------------------------------------------------
Piedmont Venture Partners
Limited Partnership                                                 111,316
One Morrocroft Centre
Suite 380                             Warrants:                   Warrants:
6805 Morrison Boulevard                 292,178       100,000        41,025       290,794
Charlotte, NC 28211
------------------------------------------------------------------------------------------------------------------------------------
Plank, Jeffrey O.
16 Viles Street                                                                                   5,268
Weston, MA 02493
------------------------------------------------------------------------------------------------------------------------------------
Princeton Global Fund, L.P.
c/o Sycamore Venture                                                                                           18,078         8,135
Attn:  Simon Wong
989 Lenox Drive, Suite 208
Lawrenceville, NJ 08648
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       8
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                       No. of         No. of       No. of        No.of          No.of         No.of        No.of
   Stockholder Name                    Common        Series A     Series B      Series C      Series C1      Series D    Series D1
      and Address                      Shares          Shares       shares       Shares         Shares        Shares       Shares
      -----------                      ------          ------       ------       -------        ------        ------       ------
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         (warrants)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>          <C>           <C>           <C>            <C>         <C>
Ray, Subir
c/o Sycamore Venture                                                                                              301           135
Attn:  Simon Wong
989 Lenox Drive, Suite 208
Lawrenceville, NJ 08648
------------------------------------------------------------------------------------------------------------------------------------
Richardson, Kevin
c/o Richard Blum Associates                                                                       2,634         1,506           677
909 Montgomery Street
San Francisco, CA 94133
------------------------------------------------------------------------------------------------------------------------------------
Seward Family Trust, 8/25/94
2730 Pierce Street                                                                                5,268
San Francisco, CA 94123
------------------------------------------------------------------------------------------------------------------------------------
Silverman, Eric S.
28 South State Street                                                                             3,582
11/th/ Floor
Boston, MA 02109
------------------------------------------------------------------------------------------------------------------------------------
Silverman, Matt
310 North Cedar Road                                                                1,055
Fairfield, CT 06430
------------------------------------------------------------------------------------------------------------------------------------
Skattum, Dag J. and Julie G.
305 Riverside Drive, #8B                                                                          2,634
New York, NY 10025
------------------------------------------------------------------------------------------------------------------------------------
Smith, Theodore B., III
37 Piping Rock Road                                                                               2,634         4,519         2,033
Locust Valley, NY 11560
------------------------------------------------------------------------------------------------------------------------------------
Stevenson, Gary R.
3917 White Chapel Way                    14,073                                                   7,903         3,013         1,355
Raleigh, NC 27615
------------------------------------------------------------------------------------------------------------------------------------
Sutton, C. Blair
3281-F Walnut Creek Parkway                                                                         527
Raleigh, NC 27606
------------------------------------------------------------------------------------------------------------------------------------
TCV III (GP)
Attn:  Tom Newby                                                                                                4,375         1,968
575 High Street, Suite 400
Palo Alto, CA 94301
------------------------------------------------------------------------------------------------------------------------------------
TCV III (Q), L.P.
Attn:  Tom Newby                                                                                              552,432       248,594
575 High Street, Suite 400
Palo Alto, CA 94301
------------------------------------------------------------------------------------------------------------------------------------
TCV III Strategic Partners,
L.P.
Attn:  Tom Newby                                                                                               25,017        11,257
575 High Street, Suite 400
Palo Alto, CA 94301
------------------------------------------------------------------------------------------------------------------------------------
TCV III, L.P.
Attn:  Tom Newby                                                                                               20,784         9,352
575 High Street, Suite 400
Palo Alto, CA 94301
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                      No. of        No. of        No. of        No. of        No. of        No. of        No. of
        Stockholder Name              Common       Series A      Series B      Series C     Series C1      Series D     Series D1
           and Address                Shares        Shares        Shares        Shares        Shares        Shares        Shares
           -----------                ------        ------        ------        ------        ------        ------        ------
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        (warrants)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>           <C>           <C>          <C>            <C>          <C>
The Roger and Sue Stevenson
Family Trust UAD 7/29/98
3635 Cashill Boulevard                                                                        5,268
Reno, NV 89509
----------------------------------------------------------------------------------------------------------------------------------
Thompson, W. Michael, Jr.
1160 Peachtree Battle
  Avenue, N.W.                                                                                5,268
Atlanta, GA 30327
----------------------------------------------------------------------------------------------------------------------------------
To, Kilin
c/o Sycamore Venture                                                                                       3,013          1,355
Attn:  Simon Wong
989 Lenox Drive, Suite 208
Lawrenceville, NJ 08648
----------------------------------------------------------------------------------------------------------------------------------
Trans Cosmos USA
Attn:  Yasuki Matsumoto,                                                                                 120,521         54,234
President
777 108th Ave NE, Suite 2300
Bellevue, WA 98004
----------------------------------------------------------------------------------------------------------------------------------
Tratner, David
4510 Mimosa Tree Lane, #902                                                                     527
Raleigh, NC 27612
----------------------------------------------------------------------------------------------------------------------------------
Trust Agreement for Gregory Lee
Collins                                                          Warrants:       14,240
7102 LaVista Place                                                   2,070
Suite 201
Niwot, CO 80503
----------------------------------------------------------------------------------------------------------------------------------
Watson, Jason Edgar
902 Park Ridge Road, Apt. B7                                                                    632
Durham, NC 27713
----------------------------------------------------------------------------------------------------------------------------------
Weishaupt, Petra
4917 Royal Adelaide Way                                                             703
Raleigh, NC 27604
----------------------------------------------------------------------------------------------------------------------------------
White Crystals Ltd.
Attn: Ziad N. Baya'a                                                                                      30,121         13,554
PO Box 54308
Riyadh 11514
Saudi Arabia
----------------------------------------------------------------------------------------------------------------------------------
Whitman, John R.
c/o Sycamore Venture                                                                                         602            270
Attn:  Simon Wong
989 Lenox Drive, Suite 208
Lawrenceville, NJ 08648
----------------------------------------------------------------------------------------------------------------------------------
WinStar Interactive Venture I,
Inc.                                                                            351,815                  150,652         67,793
Attn:  John Goldman
230 Park Avenue
Suite 2700
New York, NY 10169
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      10
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                      No. of        No. of        No. of        No. of        No. of        No. of        No. of
        Stockholder Name              Common       Series A      Series B      Series C     Series C1      Series D     Series D1
           and Address                Shares        Shares        Shares        Shares        Shares        Shares        Shares
           -----------                ------        ------        ------        ------        ------        ------        ------
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        (warrants)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>             <C>           <C>          <C>            <C>         <C>
Wolff, Bruce
4450 South Park Avenue
Suite 2700                                                                                      527
New York, NY 10169
----------------------------------------------------------------------------------------------------------------------------------
Wood, Leslie
4575 Bonney Road                                                                  7,036
Virginia Beach, VA 23462
----------------------------------------------------------------------------------------------------------------------------------
WRYP 98
4101 Lake Boone Trail                                                             3,518
Suite 300
Raleigh, NC 27607
----------------------------------------------------------------------------------------------------------------------------------
WRYP 99
4101 Lake Boone Trail                                                                         2,635        3,013          1,355
Suite 300
Raleigh, NC 27607
----------------------------------------------------------------------------------------------------------------------------------
Young, Thomas M.
c/o Deutsche Bank                                                                             3,161          964            433
31 West 52/nd/ Street, 4/th/ Floor
New York, NY 10019
----------------------------------------------------------------------------------------------------------------------------------
Zilkha Capital Partners, L.P.
Attn:  John Rigas                                                                                        149,067         67,080
767 Fifth Avenue
New York, NY 10153
----------------------------------------------------------------------------------------------------------------------------------
Zilkha Guernsey Capital
Partners, L.P.                                                                                           152,237         68,506
Attn:  John Rigas
767 Fifth Avenue
New York, NY 10153
----------------------------------------------------------------------------------------------------------------------------------
                                      2,533,731                     445,263
TOTALS:                               Warrants:       125,000     Warrants:   1,418,200    630,756     2,140,873        963,370
                                        707,186                      73,578
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      11