<PAGE>

                                                                    EXHIBIT 10.1



                                 REPLAYTV, INC.


             SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT


                                January 25, 2000
<PAGE>

                                REPLAYTV, INC.

            SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
            ------------------------------------------------------


     This Sixth Amended and  Restated Investors' Rights Agreement (the
"Agreement") is entered into as of the 25th day of January, 2000, by and among
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ReplayTV, Inc., a California corporation (the "Company"), persons holding at
                                               -------
least a majority of the Registrable Securities under the Fifth Amended and
Restated Investors' Rights Agreement dated November 29, 1999 (the "Existing
                                                                   --------
Rights Agreement") (as "Registrable Securities" is defined under the Existing
----------------        ----------------------
Rights Agreement) (the "Prior Holders") and the Purchasers under the Series F
                        -------------
Preferred Stock Purchase Agreement (the "Series F Agreement") of even date
                                         ------------------
herewith (the "Series F Purchasers" and collectively with the Prior Holders, the
               -------------------
"Investors").
 ---------

                                   RECITALS

     WHEREAS, the Company wishes to raise additional capital by issuing Series F
Preferred Stock with the rights, privileges and preferences set forth in the
Sixth Amended and Restated Articles of Incorporation attached to the Series F
Agreement.

     WHEREAS, pursuant to Section 3.7 of the Existing Rights Agreement, the
Existing Rights Agreement may be amended by written consent of the holders of a
majority of the outstanding shares of the Registrable Securities and the
Company; and

     WHEREAS, a condition to the Series F Purchasers' obligations under the
Series F Agreement is that the Company and the Investors enter into this
Agreement in order to provide the Series F Purchasers with (i) certain rights to
register shares of the Company's Common Stock issuable upon conversion of the
Series F Preferred Stock purchased by the Series F Purchasers, (ii) certain
rights to receive or inspect information pertaining to the Company, and (iii) a
right of first offer with respect to certain issuances by the Company of its
securities.  The Company and the Investors each desire to induce the Series F
Purchasers to purchase shares of Series F Preferred Stock pursuant to the Series
F Agreement by agreeing to the terms and conditions set forth herein.

     NOW, THEREFORE, the parties hereby agree that the Existing Rights Agreement
is amended and restated in its entirety as follows:

                                   AGREEMENT
                                   ---------

     1.  Registration Rights. The Company and the Investors covenant and agree
         -------------------
as follows:

               1.1  Definitions.  For purposes of this Section 1:
                    -----------

                    (a) The terms "register," "registered," and "registration"
                                   --------    ----------        ------------
refer to a registration effected by preparing and filing a registration
statement or similar document in
<PAGE>

compliance with the Securities Act of 1933, as amended (the "Act"), and the
                                                             ---
declaration or ordering of effectiveness of such registration statement or
document;

                    (b) The term "Registrable Securities" means (i) the shares
                                  ----------------------
of Common Stock issuable or issued upon conversion of the Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock, Series E Preferred Stock (including any such shares of Series E Preferred
Stock that may be issued upon exercise of outstanding warrants to purchase
Series E Preferred Stock held by Imperial Barcorp (the "Warrant Stock")) and
                                                        -------------
Series F Preferred Stock (such shares of Common Stock are collectively referred
to hereinafter as the "Stock"); provided, however, that, for the purposes of
                       -----    --------  -------
Sections 1.2, 1.4 or 1.13 hereof, the Warrant Stock (and the Common Stock
issuable upon conversion thereof) shall not be deemed Registrable Securities or
Stock and a holder of Warrant Stock shall not be deemed a Holder, and (ii) any
other shares of Common Stock of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued
as) a dividend or other distribution with respect to, or in exchange for or in
replacement of, the Stock; provided, however, that the foregoing definition
                           --------  -------
shall exclude in all cases any Registrable Securities sold by a person in a
transaction in which his or her rights under this Agreement are not assigned.
Notwithstanding the foregoing, Common Stock or other securities shall only be
treated as Registrable Securities if and so long as they have not been (A) sold
to or through a broker or dealer or underwriter in a public distribution or a
public securities transaction, or (B) sold in a transaction exempt from the
registration and prospectus delivery requirements of the Act under Section 4(1)
thereof so that all transfer restrictions, and restrictive legends with respect
thereto, if any, are removed upon the consummation of such sale;

                    (c) The number of shares of "Registrable Securities then
                                                 ---------------------------
outstanding" shall be determined by the number of shares of Common Stock
-----------
outstanding which are, and the number of shares of Common Stock issuable
pursuant to then exercisable or convertible securities which are, Registrable
Securities;

                    (d) The term "Holder" means any person owning or having the
                                  ------
right to acquire Registrable Securities or any assignee thereof in accordance
with Section 1.12 hereof;

                    (e) The term "Form S-3" means such form under the Act as in
                                  --------
effect on the date hereof or any successor form under the Act; and

                    (f) The term "SEC" means the Securities and Exchange
                                  ---
Commission.

               1.2  Request for Registration.
                    ------------------------

                    (a) If the Company shall receive at any time after the
earlier of (i) February 1, 2003, or (ii) six (6) months after the effective date
of the first registration statement for a public offering of securities of the
Company (other than a registration statement relating either to the sale of
securities to employees of the Company pursuant to a stock option, stock
purchase or similar plan or an SEC Rule 145 transaction pursuant to which the
Company's

                                      -2-
<PAGE>

securities are not listed on a national exchange or an over-the-counter market),
a written request from Holders of not less than 35% of the Registrable
Securities then outstanding that the Company file a registration statement under
the Act covering the registration of Registrable Securities with an anticipated
aggregate offering price, net of underwriting discounts and commissions, of not
less than $5,000,000, then the Company shall, within ten (10) days of the
receipt thereof, give written notice of such request to all Holders and shall,
subject to the limitations of subsection 1.2(b), use its best efforts to effect
as soon as practicable, and in any event within sixty (60) days of the receipt
of such request, the registration under the Act of all Registrable Securities
which the Holders request to be registered within twenty (20) days of the
mailing of such notice by the Company in accordance with Section 3.5.

                    (b) If the Holders initiating the registration request
hereunder ("Initiating Holders") intend to distribute the Registrable Securities
            ------------------
covered by their request by means of an underwriting, they shall so advise the
Company as a part of their request made pursuant to this Section 1.2 and the
Company shall include such information in the written notice referred to in
subsection 1.2(a). The underwriter will be selected by a majority in interest of
the Initiating Holders and shall be reasonably acceptable to the Company. In
such event, the right of any Holder to include his or her Registrable Securities
in such registration shall be conditioned upon such Holder's participation in
such underwriting and the inclusion of such Holder's Registrable Securities in
the underwriting (unless otherwise mutually agreed by a majority in interest of
the Initiating Holders and such Holder) to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall
(together with the Company as provided in subsection 1.5(e)) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by a majority in interest of the Initiating
Holders. Notwithstanding any other provision of this Section 1.2, if the
underwriter advises the Initiating Holders in writing that marketing factors
require a limitation of the number of shares to be underwritten, then the
Initiating Holders shall so advise all Holders of Registrable Securities which
would otherwise be underwritten pursuant hereto, and the number of shares of
Registrable Securities that may be included in the underwriting shall be
allocated among all Holders thereof, including the Initiating Holders, in
proportion (as nearly as practicable) to the amount of Registrable Securities
requested for inclusion in the registration by each Holder; provided, however,
                                                            --------  -------
that the number of shares of Registrable Securities to be included in such
underwriting shall not be reduced unless all other securities are first entirely
excluded from the underwriting.

                    In the event that the underwriter informs the Initiating
Holders that marketing factors require a reduction in the number of shares to be
underwritten of greater than 50% of the aggregate number of shares requested for
inclusion by the Initiating Holders, then a majority in interest of the
Initiating Holders may notify the Company and the underwriters in writing that
they elect to withdraw their request for registration, provided that such notice
                                                       --------
is given no later than 10 business days following the underwriter's written
notice of the reduction in the number of shares to be registered. In the event
of such withdrawal, the request for registration shall not be considered as a
request for registration for purposes of Sections 1.2(d) and 1.7(a).

                                      -3-
<PAGE>

                    (c) Notwithstanding the foregoing, if the Company shall
furnish to Holders requesting a registration statement pursuant to this Section
1.2, a certificate signed by the President of the Company stating that in the
good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its shareholders for such registration
statement to be filed and it is therefore essential to defer the filing of such
registration statement, the Company shall have the right to defer such filing
for a period of not more than 90 days after receipt of the request of the
Initiating Holders; provided, however, that the Company may not utilize this
                    --------  -------
right more than once in any twelve-month period.

                    (d) In addition, the Company shall not be obligated to
effect, or to take any action to effect, any registration pursuant to this
Section 1.2:

                        (i)    After the Company has effected two (2)
registrations pursuant to this Section 1.2 and such registrations have been
declared or ordered effective;

                        (ii)   During the period starting with the date thirty
(30) days prior to the Company's good faith estimate of the date of filing of,
and ending on a date one hundred eighty (180) days after the effective date of,
a registration subject to Section 1.3 hereof; provided that the Company is
actively employing in good faith all reasonable efforts to cause such
registration statement to become effective; or

                        (iii)  If the Initiating Holders propose to dispose of
shares of Registrable Securities, all of which may be immediately registered on
Form S-3 pursuant to a request made pursuant to Section 1.4 below.

               1.3  Company Registration. If (but without any obligation to do
                    --------------------
so) the Company proposes to register (including for this purpose a registration
effected by the Company for shareholders other than the Holders) any of its
stock under the Act in connection with the public offering of such securities
solely for cash (other than a registration relating solely to the sale of
securities to participants in a Company stock plan or a transaction covered by
Rule 145 under the Act, a registration in which the only stock being registered
is Common Stock issuable upon conversion of debt securities which are also being
registered, or any registration on any form which does not include substantially
the same information as would be required to be included in a registration
statement covering the sale of the Registrable Securities), the Company shall,
at such time, promptly give each Holder written notice of such registration.
Upon the written request of each Holder given within twenty (20) days after
mailing of such notice by the Company in accordance with Section 3.5, the
Company shall, subject to the provisions of Section 1.8, cause to be registered
under the Act all of the Registrable Securities that each such Holder has
requested to be registered. If shares are withdrawn from the registration, the
Company shall then offer to all persons who have retained the right to include
securities in the registration the right to include additional securities in the
registration in an aggregate amount equal to the number of shares so withdrawn,
with such shares to be allocated among the persons requesting additional
inclusion in accordance with Section 1.8 hereof.

                                      -4-
<PAGE>

               1.4  Form S-3 Registration. In case the Company shall receive
                    ---------------------
from any Holder or Holders of not less than 20% of the Registrable Securities
then outstanding a written request or requests that the Company effect a
registration on Form S-3 and any related qualification or compliance with
respect to all or a part of the Registrable Securities owned by such Holder or
Holders, the Company will:

                    (a) promptly give written notice of the proposed
registration, and any related qualification or compliance, to all other Holders;
and

                    (b) as soon as practicable, effect such registration and all
such qualifications and compliances as may be so requested and as would permit
or facilitate the sale and distribution of all or such portion of such Holder's
or Holders' Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities of any other Holder or
Holders joining in such request as are specified in a written request given
within 15 days after receipt of such written notice from the Company; provided,
however, that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 1.4: (1) if
Form S-3 is not available for such offering by the Holders; (2) 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
$500,000; (3) if the Company shall furnish to the 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 shareholders for such Form S-3 Registration to be effected at
such time, in which event the Company shall have the right to defer the filing
of the Form S-3 registration statement for a period of not more than ninety (90)
days after receipt of the request of the Holder or Holders under this Section
1.4; provided, however, that the Company shall not utilize this right more than
once in any twelve month period; (4) if the Company has, within the twelve (12)
month period preceding the date of such request, already effected two (2)
registrations on Form S-3 for the Holders pursuant to this Section 1.4; or (5)
in any particular jurisdiction in which the Company would be required to qualify
to do business or to execute a general consent to service of process in
effecting such registration, qualification or compliance.

                    (c) Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Holders but not more than sixty (60) days after the
receipt of such request. Registrations effected pursuant to this Section 1.4
shall not be counted as demands for registration or registrations effected
pursuant to Sections 1.2 or 1.3, respectively.

               1.5  Obligations of the Company.  Whenever required under this
                    --------------------------
Section 1 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 best efforts to cause
such registration statement

                                      -5-
<PAGE>

to become effective, and, upon the request of the Holders of a majority of the
Registrable Securities registered thereunder, keep such registration statement
effective for up to one hundred twenty (120) days, provided, however, that (1)
such 120-day period shall be extended for a period of time equal to the period
the Holder refrains from selling any securities included in such registration at
the request of the underwriter or the Company; (2) such 120-day period shall be
extended to the extent reasonably necessary to respond to or incorporate
comments provided by counsel to the Holders, as set forth below, and (3) in the
case of any registration of Registrable Securities on Form S-3 which are
intended to be offered on a continuous or delayed basis, such 120-day period
shall be extended, if necessary, to keep the registration statement effective
until all such Registrable Securities are sold, provided that Rule 415, or any
successor rule under the Securities Act, permits an offering on a continuous or
delayed basis. Prior to filing such registration statement or any amendment
thereto, if requested in writing by the Holders, the Company shall also deliver
copies of the registration statement to one special counsel designated by the
Holders and permit a reasonable opportunity for such counsel to provide comments
prior to filing.

                    (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 comply with the
provisions of the 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 Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.
The Company shall also make available to the Holders copies of the registration
statement and any amendments thereto.

                    (d) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by the
Holders, 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 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.

                                      -6-
<PAGE>

                    (g) Cause all such Registrable Securities registered
pursuant hereto to be listed on each securities exchange on which similar
securities issued by the Company are then listed.

                    (h) Provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereto and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration.

                    (i) Use its best efforts to furnish, at the request of any
Holder requesting registration of Registrable Securities pursuant to this
Section 1, on the date that such Registrable Securities are delivered to the
underwriters for sale in connection with a registration pursuant to this Section
1, if such securities are being sold through underwriters, or, if such
securities are not being sold through underwriters, on the date that the
registration statement with respect to such securities becomes effective, (i) an
opinion, dated such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities and
(ii) a letter dated such date, from the independent certified public accountants
of the Company, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering.

               1.6  Furnish Information. It shall be a condition precedent to
                    -------------------
the obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable Securities. The Company shall have no obligation with respect to any
registration requested pursuant to Section 1.2 or Section 1.4 of this Agreement
if, as a result of any Holder or Holders failing to provide the information set
forth in the preceding sentence, the number of shares or the anticipated
aggregate offering price of the Registrable Securities to be included in the
registration does not equal or exceed the number of shares or the anticipated
aggregate offering price required to originally trigger the Company's obligation
to initiate such registration as specified in subsection 1.2(a) or subsection
1.4(b)(2), whichever is applicable.

               1.7  Expenses of Registration.
                    ------------------------

                    (a)  Demand Registration. All expenses other than stock
                         -------------------
transfer taxes and underwriting discounts and commissions incurred in connection
with registrations, filings or qualifications pursuant to Section 1.2, including
(without limitation) all registration, filing and qualification fees, printers'
and accounting fees, fees and disbursements of counsel for the Company, and the
reasonable fees and disbursements of one (1) counsel for the selling Holders
selected by them with the approval of the Company, which approval shall not be
unreasonably withheld, shall be borne by the Company; provided, however, that
the Company shall not be required to pay for any expenses of any registration
proceeding begun pursuant to Section 1.2 if the registration request is
subsequently withdrawn at the request of the Holders of a

                                      -7-
<PAGE>

majority of the Registrable Securities to be registered (in which case all
withdrawing Holders shall bear such expenses), unless (i) the Holders of a
majority of the Registrable Securities agree to forfeit their right to one (1)
demand registration pursuant to Section 1.2 (ii) the withdrawal is due to the
occurrence of a material adverse effect regarding the Company or its business
which was not known by the Initiating Holders prior to their request for
registration, (iii) the withdrawal is due to the Company exercising its right to
defer the registration pursuant to Section 1.2(c), Section 1.2(d)(ii) or Section
1.4(b)(3), or (iv) the Initiating Holders withdraw the registration following a
limitation by the underwriter in the number of shares to be underwritten
pursuant to Section 1.2(b).

                    (b)  Company Registration. The Company shall bear and pay
                         --------------------
all expenses incurred in connection with any registration, filing or
qualification of Registrable Securities with respect to the registrations
pursuant to Section 1.3 for each Holder (which right may be assigned as provided
in Section 1.12), including (without limitation) all registration, filing and
qualification fees, printers' and accounting fees relating or apportionable
thereto and the reasonable fees and disbursements of one (1) counsel for the
selling Holders selected by them with the approval of the Company, which
approval shall not be unreasonably withheld, but excluding stock transfer taxes
and underwriting discounts and commissions relating to Registrable Securities.

                    (c)  Registration on Form S-3. All expenses incurred in
                         ------------------------
connection with a registration requested pursuant to Section 1.4, including
(without limitation) all registration, filing, qualification, printers' and
accounting fees and the reasonable fees and disbursements of one counsel for the
selling Holder or Holders selected by them with the approval of the Company,
which approval shall not be unreasonably withheld, and counsel for the Company,
and any underwriters' discounts or commissions associated with Registrable
Securities, shall be borne, for the first two registrations pursuant to Section
1.4, by the Company, and for any registrations pursuant to Section 1.4
thereafter, pro rata by the Holder or Holders participating in the Form S-3
Registration.

               1.8  Underwriting Requirements. In connection with any offering
                    -------------------------
involving an underwriting of shares of the Company's capital stock, the Company
shall not be required under Section 1.3 to include any of the Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Company and the underwriters selected by it (or by
other persons entitled to select the underwriters), and then only in such
quantity as the underwriters determine in their sole discretion will not
jeopardize the success of the offering by the Company. If the total amount of
securities, including Registrable Securities and shares of Common Stock of the
Company with registration rights (if any), requested by shareholders to be
included in such offering exceeds the amount of securities sold other than by
the Company that the underwriters determine in their sole discretion is
compatible with the success of the offering, then the Company shall be required
to include in the offering only that number of such securities, including
Registrable Securities, which the underwriters determine in their sole
discretion will not jeopardize the success of the offering (the securities so
included to be apportioned pro rata among the selling shareholders according to
the total amount of securities entitled to be included therein owned by each
selling shareholder or in such other

                                      -8-
<PAGE>

proportions as shall mutually be agreed to by such selling shareholders) but in
no event shall (i) the amount of securities of the selling Holders included in
the offering be reduced below twenty-five percent (25%) of the total amount of
securities included in such offering, unless such offering is the initial public
offering of the Company's securities in which case the selling shareholders may
be excluded if the underwriters make the determination described above and no
other shareholder's securities are included or (ii) notwithstanding (i) above,
any shares being sold by a shareholder exercising a demand registration right
similar to that granted in Section 1.2 be excluded from such offering. For
purposes of the preceding provision concerning apportionment, for any selling
shareholder which is a holder of Registrable Securities and which is a
partnership or corporation, the partners, retired partners and shareholders of
such holder, or the estates and family members of any such partners and retired
partners and any trusts for the benefit of any of the foregoing persons shall be
deemed to be a single "selling shareholder," and any pro-rata reduction with
                       -------------------
respect to such "selling shareholder" shall be based upon the aggregate amount
of shares carrying registration rights owned by all entities and individuals
included in such "selling shareholder," as defined in this sentence. With
further regard to allocation, if any Holder or other selling shareholder does
not request inclusion of the maximum number of shares of Registrable Securities
and other shares of Common Stock with registration rights allocated to him
pursuant to the above-described procedure, the remaining portion of his
allocation shall be reallocated among those requesting Holders and other selling
shareholders whose allocation did not satisfy their requests pro rata on the
basis of the number of shares of Registrable Securities and other shares of
Common Stock with registration rights which would be held by such Holders and
other selling shareholders, assuming conversion, and this procedure shall be
repeated until all of the shares of Registrable Securities and other shares of
Common Stock with registration rights which may be included in the registration
on behalf of the Holders and other selling shareholders have been so allocated.

               1.9  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 1.

               1.10 Indemnification. In the event any Registrable Securities are
                    ---------------
included in a registration statement under this Section 1:

                    (a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, each of such Holder's officers,
directors, partners and agents, any underwriter (as defined in the Act) for such
Holder and each person, if any, who controls such Holder or underwriter within
the meaning of the Act or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), against any losses, claims, damages or liabilities (joint or
 ------------
several) to which they may become subject under the Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a
"Violation"): (i) any untrue statement or alleged untrue statement of a material
 ---------
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, (ii) the omission or

                                      -9-
<PAGE>

alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading, or (iii) any
violation or alleged violation by the Company of the Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the Act, the
Exchange Act or any state securities law; and the Company will pay to each such
Holder, underwriter or controlling person, as incurred, any legal or other
expenses reasonably incurred by them in connection with investigating, defending
and settling any such loss, claim, damage, liability or action; provided,
however, that the indemnity agreement contained in this subsection 1.10(a) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such Holder,
underwriter or controlling person.

                    (b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, its agents, each person, if
any, who controls the Company within the meaning of the Act, any underwriter,
any other Holder selling securities in such registration statement and any
controlling person of any such underwriter or other Holder, against any losses,
claims, damages or liabilities (joint or several) to which any of the foregoing
persons may become subject, under the Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by such Holder expressly
for use in connection with such registration; and each such Holder will pay, as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this subsection 1.10(b) in connection with
investigating, defending and settling any such loss, claim, damage, liability or
action; provided, however, that the indemnity agreement contained in this
subsection 1.10(b) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Holder, which consent shall not be unreasonably withheld;
provided, that, in no event shall any indemnity under this subsection 1.10(b)
exceed the net proceeds from the offering received by such Holder, except in the
case of willful fraud by such Holder.

                    (c) Promptly after receipt by an indemnified party under
this Section 1.10 of notice of the commencement of any action (including any
governmental action) or the receipt of actual knowledge of any claim as to which
indemnity may be sought, such indemnified party will, if a claim for
indemnification in respect thereof is to be made against any indemnifying party
under this Section 1.10, deliver to the indemnifying party a written notice of
the commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party (together with all other indemnified parties which may
be represented without conflict by one counsel) shall have the right to retain
one separate

                                      -10-
<PAGE>

counsel, with the reasonable fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying 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. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 1.10, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 1.10.

                    (d)  If the indemnification provided for in this Section
1.10 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage or expense
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations; provided, that, in no event shall any contribution by a Holder
under this subsection 1.10(d) exceed the net proceeds from the offering received
by such Holder, except in the case of willful fraud by such Holder. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

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

                    (f)  The obligations of the Company and Holders under this
Section 1.10 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1, and otherwise.

               1.11 Reports Under Securities Exchange Act of 1934. With a view
                    ---------------------------------------------
to making available to the Holders the benefits of Rule 144 promulgated under
the Act and any other rule or regulation of the SEC that may at any time permit
a Holder to sell securities of the Company to the public without registration or
pursuant to a registration on Form S-3, the Company agrees to:

                    (a)  make and keep public information available, as those
terms are understood and defined in SEC Rule 144, at all times following the
effective date of the first

                                      -11-
<PAGE>

registration statement under the Act filed by the Company for the offering of
its securities to the general public;

                    (b)  take such action, including the voluntary registration
of its Common Stock under Section 12 of the Exchange Act, as is necessary to
enable the Holders to utilize Form S-3 for the sale of their Registrable
Securities, such action to be taken as soon as practicable after the end of the
fiscal year in which the first registration statement filed by the Company for
the offering of its securities to the general public is declared effective;

                    (c)  file with the SEC in a timely manner all reports and
other documents required of the Company under the Act and the Exchange Act; and

                    (d)  furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144 (at
any time following the effective date of the first registration statement filed
by the Company), the Act and the Exchange Act (at any time after it has become
subject to such reporting requirements), or that it qualifies as a registrant
whose securities may be resold pursuant to Form S-3 (at any time after it so
qualifies), (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested in availing any Holder of
any rule or regulation of the SEC which permits the selling of any such
securities without registration or pursuant to such form.

               1.12 Assignment of Registration Rights. The rights to cause the
                    ---------------------------------
Company to register Registrable Securities pursuant to this Section 1 may be
assigned (but only with all related obligations) by a Holder to (i) any partner
or retired partner of any Holder that is a partnership, (ii) any member or
former member of any Holder that is a limited liability company, (iii) any
family member or trust or other entity primarily for the benefit of any
individual Holder (iv) any transferee or assignee that controls, is controlled
by or is under common control with any Holder that is a corporation or a limited
liability company (with "control" defined for the purposes of this Section 1.12
as beneficial ownership of voting securities that constitute at least 50% of the
voting power of the entity), or (v) a transferee or assignee of at least 100,000
shares (as appropriately adjusted for stock splits, stock dividends,
combinations and the like) of such securities, provided the Company is, within a
reasonable time after such transfer, furnished with written notice of the name
and address of such transferee or assignee and the securities with respect to
which such registration rights are being assigned; and provided, further, that
such assignment shall be effective only if immediately following such transfer
the further disposition of such securities by the transferee or assignee is
restricted under the Act. The provisions of Section 3.9 of this Agreement shall
govern for the purposes of determining the number of shares of Registrable
Securities held by a transferee or assignee; provided that all assignees and
transferees who would not qualify individually for assignment of registration
rights shall have a single attorney-in-fact for the purpose of exercising any
rights, receiving notices or taking any action under Section 1.

                                      -12-
<PAGE>

               1.13  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 a majority of the outstanding Registrable
Securities, enter into any agreement with any holder or prospective holder of
any securities of the Company which would allow such holder or prospective
holder (a) to include such securities in any registration filed under Section
1.2 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 his or her securities will not reduce the amount of the
Registrable Securities of the Holders which is included or (b) to make a demand
registration which could result in such registration statement being declared
effective prior to the earlier of either of the dates set forth in subsection
1.2(a) or within one hundred twenty (120) days of the effective date of any
registration effected pursuant to Section 1.2.

               1.14  "Market Stand-Off" Agreement. Each Holder hereby agrees
                     ----------------------------
that, during the period of duration (up to, but not exceeding, 180 days)
specified by the Company and an underwriter of Common Stock or other securities
of the Company, following the effective date of a registration statement of the
Company filed under the Act, it shall not, to the extent requested by the
Company and such underwriter, directly or indirectly sell, offer to sell,
contract to sell (including, without limitation, any short sale), grant any
option to purchase or otherwise transfer or dispose of (other than to donees who
agree to be similarly bound) any securities of the Company held by it at any
time during such period except Common Stock included in such registration;
provided, however, that:

                     (a) such agreement shall be applicable only to the first
such registration statement of the Company which covers Common Stock (or other
securities) to be sold on its behalf to the public in an underwritten offering;

                     (b) all officers and directors of the Company and all one-
percent (1%) securityholders are bound by and have entered into similar
agreements; and

                     (c) to the extent that the Company and the underwriter of
the Company's Common Stock or other securities of the Company releases any
Registrable Securities from the obligations of this Section 1.14, such release
shall apply on a pro-rata basis such that each Holder is entitled to release
from the restrictions imposed by this Section 1.14 that number of Registrable
Securities obtained by multiplying (i) the proportion of Registrable Securities
held by such Holder to the total number of Registrable Securities then
outstanding by (ii) the aggregate number of Registrable Securities released.

               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, and each Holder agrees
that, if so requested, such Holder will execute an agreement in the form
provided by the underwriter containing terms which are essentially consistent
with the provisions of this Section 1.14.

                                      -13-
<PAGE>

               Notwithstanding the foregoing, the obligations described in this
Section 1.14 shall not apply to a registration relating solely to employee
benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated
in the future, or a registration relating solely to an SEC Rule 145 transaction
on Form S-4 or similar forms which may be promulgated in the future.

               1.15  Termination of Registration Rights. No Holder shall be
                     ----------------------------------
entitled to exercise any right provided for in this Section 1 after the earlier
of (i) five (5) years following the consummation of the sale of securities
pursuant to a registration statement filed by the Company under the Act in
connection with the initial firm commitment underwritten offering of its
securities to the general public, or (ii) such time as Rule 144 or another
similar exemption under the Act is available for the sale of all of such
Holder's shares during a three (3)-month period without registration.

          2.   Covenants of the Company.
               ------------------------

               2.1   Delivery of Financial Statements. The Company shall deliver
                     --------------------------------
to each Investor holding not less than 200,000 shares of Registrable Securities
(as determined in accordance with Section 3.9 of this Agreement and as adjusted
for recapitalizations, stock splits, stock dividends and the like):

                     (a) as soon as practicable, but in any event within ninety
(90) days after the end of each fiscal year of the Company, an income statement
for such fiscal year, a balance sheet of the Company and statement of
shareholder's equity as of the end of such year, and a statement of cash flows
for such year, such year-end financial reports to be in reasonable detail,
prepared in accordance with generally accepted accounting principles ("GAAP"),
                                                                       ----
and audited and certified by an independent public accounting firm of nationally
recognized standing selected by the Company;

                     (b) as soon as practicable, but in any event within forty-
five (45) days after the end of each of the first three (3) quarters of each
fiscal year of the Company, an unaudited profit or loss statement, a statement
of cash flows for such fiscal quarter and an unaudited balance sheet as of the
end of such fiscal quarter; and

                     (c) with respect to the financial statements called for in
subsection (b) of this Section 2.1, an instrument executed by the Chief
Financial Officer or President of the Company and certifying that such
financials were prepared in accordance with GAAP consistently applied with prior
practice for earlier periods (with the exception of footnotes that may be
required by GAAP) and fairly present the financial condition of the Company and
its results of operations for the period specified, subject to year-end audit
adjustment, provided that the foregoing shall not restrict the right of the
Company to change its accounting principles consistent with GAAP, if the Board
of Directors determines that it is in the best interest of the Company to do so.

               2.2   Additional Information. As long as an Investor holds not
                     ----------------------
less than 200,000 shares of Registrable Securities (as determined in accordance
with Section 3.9 of

                                      -14-
<PAGE>

this Agreement), as adjusted for recapitalizations, stock splits, stock
dividends and the like, upon request, the Company will deliver the following
reports to such Investor:

                     (a) as soon as practicable after the end of each fiscal
month, and in any event within thirty (30) days thereafter, an unaudited
consolidated balance sheet of the Company as at the end of such month, and
unaudited consolidated statements of income and unaudited consolidated
statements of cash flows for such month and for the current fiscal year to date.
Such financial statements shall be prepared in accordance with generally
accepted accounting principles consistently applied (other than accompanying
notes), all in reasonable detail and shall include a comparison against plan;

                     (b) as soon as practicable, but in any event prior to the
end of each fiscal year, a budget for the next fiscal year, prepared on a
monthly basis, including balance sheets, income statements and statements of
cash flows for such months and, as soon as prepared, any other budgets or
revised budgets prepared by the Company;

                     (c) such other information relating to the financial
condition, business, prospects or corporate affairs of the Company as the
Investor or any assignee of the Investor may from time to time reasonably
request (including, without limitation, making available copies of registration
statements on Form S-1 filed by the Company), provided, however, that the
Company shall not be obligated under this subsection (c) to provide information
which it deems in good faith to be a trade secret or similar confidential
information.

               2.3   Inspection. The Company shall permit each Investor who
                     ----------
holds not less than 200,000 shares of Registrable Securities (as determined in
accordance with Section 3.9 of this Agreement and as adjusted for
recapitalizations, stock splits, stock dividends and the like), at such
Investor's expense, to visit and inspect the Company's properties, to examine
its books of account and records and to discuss the Company's affairs, finances
and accounts with its officers, all at such reasonable times as may be requested
by the Investor; provided, however, that the Company shall not be obligated
pursuant to this Section 2.3 to provide access to any information which it
reasonably considers to be a trade secret or similar confidential information.

                2.4  Termination of Information and Inspection Covenants. The
                     ---------------------------------------------------
covenants set forth in Sections 2.1, 2.2 and 2.3 shall terminate as to Investors
and be of no further force or effect upon the earlier of  (i) the consummation
of the Company's sale of its Common Stock in an underwritten public offering
pursuant to an effective registration statement filed under the Securities Act
or  (ii) the registration by the Company of a class of its equity securities
under Section 12(b) or 12(g) of the Exchange Act.

                2.5  Right of First Offer. Subject to the terms and conditions
                     --------------------
specified in this Section 2.5, the Company hereby grants to each Major Investor
(as hereinafter defined) a right of first offer with respect to future sales by
the Company of its Shares (as hereinafter defined).  For purposes of this
Section 2.5, a "Major Investor" shall mean any person who holds at least 200,000
                --------------
shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred
Stock

                                      -15-
<PAGE>

(or the Common Stock issued upon conversion thereof) (as determined in
accordance with Section 3.9 of this Agreement and as adjusted for
recapitalizations, stock splits, stock dividends and the like). A Major Investor
who chooses to exercise the right of first offer may designate as purchasers
under such right itself or its partners or affiliates in such proportions as it
deems appropriate.

               Each time the Company proposes to offer any shares of, or
securities convertible into or exercisable for any shares of, any class of its
capital stock ("Shares"), the Company shall first make an offering of such
                ------
Shares to each Major Investor in accordance with the following provisions:

                    (a)  The Company shall deliver a notice by confirmed fax or
by overnight courier ("Notice") to the Major Investors stating (i) its bona fide
                       ------
intention to offer such Shares, (ii) the number of such Shares to be offered,
and (iii) the price and terms, if any, upon which it proposes to offer such
Shares.

                    (b)  Within twenty (20) calendar days after delivery of the
Notice, the Major Investor may elect to purchase or obtain, at the price and on
the terms specified in the Notice, up to that portion of such Shares which
equals the proportion that the number of shares of Common Stock issued and held,
or issuable upon conversion and exercise of all convertible or exercisable
securities then held, by such Major Investor bears to the total number of shares
of Common Stock then outstanding (assuming full conversion and exercise of all
convertible or exercisable securities). The Company shall promptly, in writing,
inform each Major Investor that purchases all the shares available to it (each,
a "Fully-Exercising Investor") of any other Major Investor's failure to do
   -------------------------
likewise. During the ten (10)-day period commencing after receipt of such
information, each Fully-Exercising Investor shall be entitled to obtain that
portion of the Shares for which Major Investors were entitled to subscribe but
which were not subscribed for by the Major Investors that is equal to the
proportion that the number of shares of Common Stock issued and held, or
issuable upon conversion and exercise of all convertible or exercisable
securities then held, by such Fully-Exercising Investor bears to the total
number of shares of Common Stock then held by all Fully-Exercising Investors
(assuming full conversion and exercise of all convertible or exercisable
securities).

                    (c)  The Company may, during the 45-day period following the
expiration of the period provided in subsection 2.5(b) hereof, offer the
remaining unsubscribed portion of the Shares to any person or persons at a price
not less than, and upon terms no more favorable to the offeree than those
specified in the Notice. If the Company does not enter into an agreement for the
sale of the Shares within such period, or if such agreement is not consummated
within sixty (60) days of the execution thereof, the right provided hereunder
shall be deemed to be revived and such Shares shall not be offered unless first
reoffered to the Major Investors in accordance herewith.

                    (d)  The right of first offer in this paragraph 2.5 shall
not be applicable (i) to the issuance or sale of securities (or options
therefor) to employees, consultants or directors pursuant to plans or agreements
approved by the Board of Directors for the primary

                                      -16-
<PAGE>

purpose of soliciting or retaining their services, (ii) to the issuance of up to
100,000 shares of Common Stock to vendors of the Company, (iii) to the issuance
of securities in connection with strategic partnering arrangements approved by
the Board of Directors (iv) to or after consummation of a bona fide, firmly
underwritten public offering of shares of Common Stock registered under the Act
pursuant to a registration statement, (v) to the issuance of securities pursuant
to the conversion or exercise of convertible or exercisable securities
previously subject to, or exempt from, this Section 2.5, (vi) to the issuance of
securities in connection with a bona fide business acquisition of or by the
Company, whether by merger, consolidation, sale of assets, sale or exchange of
stock or otherwise, the terms of which are approved by the Board of Directors of
the Company, (vii) to the issuance of securities to financial institutions or
lessors in connection with commercial credit arrangements, equipment financings
or similar transactions, the terms of which are approved by the Board of
Directors of the Company, (viii) to the issuance or sale of the Series F
Preferred Stock or Common Stock issued upon conversion of the Preferred Stock,
(ix) to the issuance of securities that, with unanimous approval of the Board of
Directors of the Company (including a director elected by the holders of Series
D Preferred Stock), are not offered to any existing shareholder of the Company,
or (x) to stock splits, stock dividends or like transactions.

                    2.6.  Lock-Up Agreements. The Company covenants that it
                          ------------------
will, subsequent to the Closing (as defined in the Series F Agreement), use its
best efforts to have all officers and directors of the Company, and all one-
percent (1%) securityholders, enter into lock-up agreements with Morgan Stanley
& Co. Incorporated, substantially in the form attached to the Series F Agreement
as Exhibit G.

               3.   Miscellaneous.
                    -------------

                    3.1  Successors and Assigns. Except as otherwise provided
                         ----------------------
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties
(including transferees of any of the Preferred Stock or any Common Stock issued
upon conversion thereof). Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

                    3.2  Governing Law. This Agreement and all acts and
                         -------------
transactions pursuant hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to
principles of conflicts of laws.

                    3.3  Counterparts. This Agreement may be executed in two (2)
                         ------------
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                    3.4  Titles and Subtitles. The titles and subtitles used in
                         --------------------
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

                                      -17-
<PAGE>

                    3.5  Notices. Unless otherwise provided, any notice required
                         -------
or permitted by this Agreement shall be in writing and shall be deemed
sufficient upon delivery, when delivered personally or by overnight courier or
sent by telegram or confirmed fax, or (in the case of domestic recipients) five
business days after being deposited in the U.S. mail, as certified or registered
mail, with postage prepaid, and addressed to the party to be notified at such
party's address as set forth below or on Exhibit A hereto or as subsequently
                                         ---------
modified by written notice.

                    3.6  Expenses. If any action at law or in equity is
                         --------
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.

                    3.7  Entire Agreement; Amendments and Waivers. This
                         ----------------------------------------
Agreement (including the Exhibits hereto) constitutes the full and entire
understanding and agreement between the parties with respect to the subjects
hereof and thereof. 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 and either retroactively or prospectively), only with the written
consent of the Company and the holders of a majority of the Registrable
Securities then outstanding. Any amendment or waiver effected in accordance with
this paragraph shall be binding upon each holder of any Registrable Securities
then outstanding, each future holder of all such Registrable Securities and the
Company, but in no event shall the obligations or rights of any Holder hereunder
be materially increased or decreased, as applicable, in a manner different from
all other Holders, except upon written consent of such Holder.

                    3.8  Severability. If one or more provisions of this
                         ------------
Agreement are held to be unenforceable under applicable law, the parties agree
to renegotiate such provision in good faith. In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (x) such provision shall be excluded from this Agreement, (y)
the balance of the Agreement shall be interpreted as if such provision were so
excluded and (z) the balance of the Agreement shall be enforceable in accordance
with its terms.

                    3.9  Aggregation of Stock. For the purpose of determining
                         --------------------
the availability of any rights under this Agreement, the number of shares of
Preferred Stock or Registrable Securities held by (i) affiliated entities or
persons, (ii) any partner or retired partner of any Holder or Investor that is a
partnership, (iii) any member or former member of any Holder or Investor that is
a limited liability company, or (iv) any family member or trust or other entity
primarily for the benefit of any individual Holder or Investor, shall be
aggregated together.

                    3.10 Indemnification. The Company will indemnify members of
                         ---------------
the Board of Directors to the broadest extent permitted by applicable law and
will indemnify each Investor for any claims brought against such Investor by any
third party (including any other shareholder of the Company) as a result of the
Company's Series E Preferred Stock financing or Series F Preferred Stock
financing.

                                      -18-
<PAGE>

                    3.11 Waiver of Right of First Offer. By execution of this
                         ------------------------------
Agreement below, the holders of the Company's Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E
Preferred Stock, and each of them, hereby consent to the issuance of the shares
of Series F Preferred Stock to the Series F Purchasers as contemplated by the
Series F Agreement and waive any rights to notice or to acquire shares of Series
F Preferred Stock to which they may be entitled, including but not limited to
those provided in Section 2.5 of the Existing Rights Agreement (such waiver
intended to apply to all holders of Registrable Securities under the Existing
Rights Agreement).

                    3.12 Waiver of Registration Rights for Proposed Initial
                         --------------------------------------------------
Public Offering. By execution of this Agreement below, the Holders and each of
---------------
them, hereby acknowledge that the Company is considering an underwritten initial
public offering of its Common Stock, which would involve the registration of a
certain number of shares of such Common Stock with the SEC (the "Proposed
                                                                 --------
Offering"), and hereby agree and consent (such agreement and consent intended to
--------
apply to all holders of Registrable Securities under this Agreement), provided
that the Proposed Offering is completed prior to June 30, 2000, to each of the
following matters:

                         (a)  The Holder hereby elects not to register or sell
any of Holder's shares of Common Stock of the Company in connection with the
Proposed Offering;

                         (b)  The Holder hereby agrees to waive any registration
rights and any notice requirements under Section 1.3 of this Agreement with
respect to, or arising out of the sale of, the shares of Common Stock proposed
to be offered by the Company in the Proposed Offering; and

                         (c)  The Holder hereby agrees to waive any rights of
first offer and any notice requirements under Section 2.5 of this Agreement with
respect to, or arising out of the sale of, the shares of Common Stock proposed
to be offered by the Company in the Proposed Offering.


                           [Signature Page Follows]

                                      -19-
<PAGE>

     The parties have executed this Sixth Amended and  Restated Investors'
Rights Agreement as of the date first above written.


COMPANY:                                      INVESTORS:


REPLAYTV, INC.                                _______________________________
                                              (Investor)

By:   /s/ Earle H. LeMasters                  By: ___________________________
    ---------------------------------
    Earle H. LeMasters III,
    Chief Executive Officer                   Name:__________________________
                                                    (print name of signatory)

    Address:
                                              Title:_________________________
1945 Charleston Road
Mountain View, CA 94043-1201
                                              [INDIVIDUAL INVESTOR SIGNATURE
                                              BLOCKS OMITTED]

                                      -20-
<PAGE>

                                   EXHIBIT A
                                   ---------

                                   (omitted)