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                                                                   EXHIBIT 10.2

                      NETPARTNERS INTERNET SOLUTIONS, INC.
                             SUBSCRIPTION AGREEMENT

          IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT
                     REPRESENTATIONS ARE CALLED FOR HEREIN.

PERSONAL & CONFIDENTIAL

NetPartners Internet Solutions, Inc.
9210 Sky Park Court
San Diego, CA  92123
Attention:  John Carrington, Chief Executive Officer

Ladies and Gentlemen:

The undersigned subscriber ("Subscriber") hereby makes application to purchase
_____________ shares of the Series B Preferred Stock (the "Securities") of
NetPartners Internet Solutions, Inc., a Delaware corporation (the "Company") for
an aggregate purchase price of $___________ pursuant to the terms of an offering
(the "Offering") described in the Company's Private Offering Memorandum, dated
February 5, 1999 (the "Memorandum"). The Subscriber hereby acknowledges receipt
of a copy of the Memorandum.

The Subscriber understand that the Securities will not be registered under the
Securities Act of 1933, as amended (the "Act"), or under the securities laws of
any U.S. state or foreign country. The Subscriber also understands that, in
order to assure that the sale of the Securities to the Subscriber will be exempt
from registration under the Act and applicable U.S. state and foreign securities
laws, that the Subscriber must meet certain financial prerequisites and must
have such knowledge and experience in financial and business matters so as to be
able to evaluate the risks and merits of an investment in the Securities.

The Subscriber acknowledges that no minimum investment is required in order to
complete and close the Offering pursuant to the Memorandum.

The Subscriber understands that the information supplied in this letter
(sometimes referred to herein as the "Subscription Agreement" or the
"Agreement") including but not limited to, the financial data set forth herein
will be disclosed to no one other than the officers and directors of the Company
and/or its counsel or other professionals associated with the Offering without
the Subscriber's consent, or unless it is necessary for the Company to use such
information to support the exemption from registration under the Act or
applicable U.S. state and foreign securities laws.

Concurrently with the execution of this Agreement, the Company and the
Subscriber agree to enter into the Amended and Restated Stockholders' Agreement
in substantially the form attached hereto as EXHIBIT A (the "Stockholders'
Agreement"), and the Amended and Restated Registration Rights Agreement in
substantially the form attached hereto as EXHIBIT B (the "Registration Rights
Agreement").


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1. SUBSCRIBER REPRESENTATIONS. As an inducement to the Company to sell
Securities to the Subscriber, and with the knowledge that the Company is relying
upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings set forth herein in order to determine the
suitability of the undersigned to acquire the Securities, the Subscriber hereby
agrees, represents and warrants, as of the date of acceptance of the
Subscriber's subscription as follows:

     (a) By reason of the Subscriber's knowledge and experience in financial and
business matters in general, and investments in particular, the Subscriber is
able to evaluate the merits and risks of an investment in the Securities.

     (b) The Subscriber's income and net worth are such that the Subscriber is
not now required, and does not contemplate in the future being required, to
dispose of any portion of any investment in the Securities to satisfy any
existing or contemplated undertaking.

     (c) In evaluating the merits and risks of an investment in the Securities,
the Subscriber has relied solely upon the Memorandum and the advice of his, her,
or its legal counsel, tax advisors, and/or investment advisors.

     (d) The Subscriber is able to bear the economic risks of an investment in
the Securities, including, without limiting the generality of the foregoing, the
risk of losing part or all of the Subscriber's investment in the Securities, and
the inability to sell or transfer the Securities for an indefinite period of
time or at a price which would enable the Subscriber to recoup his, her, or its
investment in the Securities.

     (e) The Subscriber's purchase of the Securities is as principal, solely for
the Subscriber's own account, for investment, and not with an intent to sell, or
for sale in connection with any distribution of the Securities, and no other
person has any interest in or right with respect to the Securities, nor has the
Subscriber agreed to give any person any such interest or right in the future.

     (f) The Subscriber, unless specified otherwise in an addendum hereto, is an
"accredited investor" as that term is defined in Section 501 of Regulation D of
the Act. An "accredited investor" includes, among other persons and entities,
(1) a natural person whose net worth, or joint net worth with that person's
spouse, exceeds $1,000,000; (2) a natural person who has had income in excess of
$200,000 in each of the two most recent years, or, with that person's spouse, in
excess of $300,000 in those years, and who expects to have at least that level
of income in the current year; (3) a corporation, partnership or similar
business entity, not formed for the specific purpose of acquiring the
Securities, with total assets in excess of $5,000,000; and (4) any entity in
which all of the equity owners are accredited investors.

     (g) If the Subscriber is a corporation, partnership or trust, the person
executing this Subscription Agreement on behalf of such entity has all right,
power and authority to so execute and deliver this Subscription Agreement on
behalf of such entity and that the above representations, warranties,
agreements, acknowledgments and understandings shall be deemed


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to have been made on behalf of the person or persons for whose benefit such
securities are being acquired.

     (h) The Company has afforded the Subscriber and his, her, or its advisors
full and complete access to all information with respect to the Company and its
business and financial condition (to the extent that such information was
possessed by the Company or could be acquired by the Company without
unreasonable effort or expense) that the Subscriber and his, her, or its
advisors deemed necessary in order to evaluate the merits and risks of an
investment in the Securities. The Subscriber further represents and warrants
that, to his, her or its knowledge his, her, or its advisors have received
satisfactory and complete information concerning the business and financial
condition of the Company in response to all inquiries made by them in respect
thereof.

     (i) The offer to sell Securities was directly communicated to the
Subscriber, in such a manner that the Subscriber was able to ask questions and
receive answers concerning the terms of this transaction and that at no time was
the Subscriber presented with or solicited by any leaflet, newspaper or magazine
article, radio or television advertisement or any other form of general
advertising, or invited to any promotional meeting, otherwise than in connection
and concurrently with such communicated offer. No oral representations have been
made or oral information furnished to the Subscriber in connection with the
placement of Securities which were in any way inconsistent with the Memorandum
or its exhibits.

The Subscriber represents and warrants that the information supplied herein is
true and correct as of a date immediately prior to the Subscriber's purchase of
the Securities. If the Subscriber's circumstances should change, the Subscriber
shall immediately notify the Company. The representations and warranties of the
Subscriber set forth herein shall survive the sale of the Securities pursuant to
this Subscription Agreement.

2. COMPANY REPRESENTATIONS. Except as set forth on a Schedule of Exceptions
delivered by the Company to the Subscriber and the other purchasers hereunder
(the "Investors") at the Closing specifically identifying the relevant Section
hereof, the Company hereby represents and warrants to each Investor as of the
date of this Agreement as follows:

     (a) ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. The Company has all requisite corporate power and
authority to own and operate its properties and assets, to execute and deliver
this Agreement, the Registration Rights Agreement, and the Stockholders'
Agreement (collectively with the Registration Rights Agreement, the "Related
Agreements"), to issue and sell the Securities and to issue the Common Stock
issuable upon conversion thereof (the "Conversion Shares"), and to carry and
perform its obligations under the terms of this Agreement, the Related
Agreements and the Amended and Restated Certificate of Incorporation, in
substantially the form attached hereto as EXHIBIT C (the "Restated Certificate")
and to carry on its business as presently conducted and as presently proposed to
be conducted. The Company is qualified to do business as a foreign corporation
in each jurisdiction in which the failure to so qualify would have a material
adverse effect on the Company or its business.


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     (b) AUTHORIZATION; BINDING OBLIGATIONS. All corporate action on the part of
the Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement and the Related
Agreements, the performance of all obligations of the Company hereunder and
thereunder at the Closing and the authorization, sale, issuance (or reserved for
issuance) and delivery of the Securities being sold hereunder and the Conversion
Shares has been taken or will be taken prior to the Closing. The Agreement and
the Related Agreements, when executed and delivered, will constitute valid and
binding obligations of the Company enforceable in accordance with their terms,
except (a) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws of general application affecting enforcement of
creditors' rights, (b) general principles of equity that restrict the
availability of equitable remedies, and (c) to the extent that the
enforceability of the indemnification provisions in this Agreement and the
Registration Rights Agreement may be limited by applicable laws.

     (c) VALID ISSUANCE OF PREFERRED AND COMMON STOCK. The Series B Preferred
that is being purchased by the Investors, when issued, sold, and delivered in
accordance with the terms of this Agreement for the consideration expressed
herein, will be duly and validly issued, fully paid, and nonassessable, and will
be free of restrictions on transfer under this Agreement and under applicable
state and federal securities laws. The Conversion Shares being purchased under
this Agreement have been duly and validly reserved for issuance and, upon
issuance in accordance with the terms of the Restated Certificate, will be duly
and validly issued, fully paid, and nonassessable and will be free of
restrictions on transfer other than restrictions on transfer under this
Agreement, the Related Agreements and under applicable state and federal
securities laws.

     (d) COMPLIANCE WITH LAWS; PERMITS. To its knowledge, the Company is not in
violation of any applicable statute, rule, regulation, order or restriction of
any domestic or foreign government or any instrumentality or agency thereof in
respect of the conduct of its business or the ownership of its properties which
violation would materially and adversely affect the business, assets,
liabilities, financial condition or operations of the Company. No governmental
orders, permissions, consents, approvals or authorizations are required to be
obtained and no registrations or declarations are required to be filed in
connection with the execution and delivery of this Agreement and the issuance of
the Securities or the Conversion Shares, except such as has been duly and
validly obtained or filed, or with respect to any filings that must be made
after the Closing, as will be filed in a timely manner. The Company has all
franchises, permits, licenses and any similar authority necessary for the
conduct of its business as now being conducted by it, the lack of which could
materially and adversely affect the business, properties, prospects or financial
condition of the Company and believes it can obtain, without undue burden or
expense, any similar authority for the conduct of its business as planned to be
conducted.

     (e) CAPITALIZATION; VOTING RIGHTS. The authorized capital stock of the
Company, immediately prior to the Closing, will consist of 18,700,000 shares of
Common Stock, (par value $0.01) per share, 7,154,948 shares of which are issued
and outstanding and 3,952,259 shares of which are reserved for future issuance
to employees pursuant to the Company's 1998 Equity


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Incentive Plan, 7,038,340 shares of Preferred Stock, (par value $0.01) per
share, 3,705,000 of which are designated Series A Preferred Stock, 3,703,704 of
which are issued and outstanding and 3,333,340 of which are designated Series B
Preferred, none of which are issued and outstanding. Other than (i) as set forth
on the Schedule of Exceptions, (ii) reserved under the Company's 1998 Equity
Incentive Plan, (iii) the conversion privileges of the Preferred Stock, and (iv)
except as may be granted pursuant to the Related Agreements, there are no
outstanding options, warrants, rights (including conversion or preemptive rights
and rights of first refusal), proxy or stockholder agreements, or agreements of
any kind for the purchase or acquisition from the Company of any of its
securities. The Company has reserved 4,000,000 shares of Common Stock under its
1998 Equity Incentive Plan. Except as set forth in the Restated Certificate, the
Company is not a party or subject to any agreement or understanding, and, to the
best of the Company's knowledge, there is no agreement or understanding between
any persons that affects or relates to the voting or giving of written consents
with respect to any security or the voting by a director of the Company.

     (f) SUBSIDIARIES. The Company does not own or control any equity security
or other interest of any other corporation, limited partnership or other
business entity. The Company is not a participant in any joint venture,
partnership or similar arrangement.

     (g) REGISTRATION RIGHTS AND VOTING RIGHTS.

          (i) Except as provided in the Registration Rights Agreement, the
Company is presently not under any obligation and has not granted any rights to
register under the Securities Act of 1933, as amended, (the "Securities Act")
any of the Company's presently outstanding securities or any of its securities
that may hereafter be issued.

          (ii) To the Company's knowledge, except as provided in the
Stockholders' Agreement, no stockholder of the Company has entered into any
agreement with respect to the voting of equity securities of the Company.

     (h) COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in violation or
default in any material respect of any provision of its Restated Certificate or
Bylaws, or in any material respect of any provision of any mortgage, agreement,
instrument or contract to which it is party or by which it is bound or, to the
best of its knowledge, of any federal or state judgment, order, writ, decree,
statute, rule or regulation applicable to the Company. The execution, delivery,
and performance of and compliance with this Agreement, and the Related
Agreements, and the consummation of the transactions contemplated hereby and
thereby, will not result in any such violation or be in material conflict with
or constitute, with or without the passage of time or giving of notice, either a
material default under any such provision or any event that results in the
creation of any material lien, charge, or encumbrance upon any assets of the
Company or any suspension, revocation, impairment, forfeiture or nonrenewal of
any material permit, license, authorization or approval applicable to the
Company, its business or operations or any of its assets or properties.

          (i) LITIGATION. There is no action, suit, proceeding or investigation
pending or to the Company's knowledge currently threatened against the Company
that questions the validity of


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this Agreement, or the Related Agreements or the right of the Company to enter
into any of such agreements, or to consummate the transactions contemplated
hereby or thereby, or that might result, either individually or in the
aggregate, in any material adverse change in the assets, business, properties,
or financial condition of the Company, or in any material change in the current
equity ownership of the Company.

     (i) OFFERING. Subject in part to the trust and accuracy of each Investor's
representations set forth in this Agreement, the offer, sale and issuance of the
Securities as contemplated by this Agreement are exempt from the registration
requirements of the Securities Act, and neither the Company nor any agent on its
behalf has solicited or will solicit any offers to sell or has offered to sell
or will offer to sell all or any part of the Securities to any person or persons
so as to bring the sale of such Securities by the Company within the
registration provisions of the Securities Act or any state securities laws.

     (k) TITLE TO PROPERTIES AND ASSETS; LIENS, ETC. Except (i) as reflected in
the Financial Statements, (ii) for liens for current taxes not yet delinquent,
(iii) for liens imposed by law and incurred in the ordinary course of business
for obligations not past due to carriers, warehousemen, laborers, materialmen
and the like, (iv) for liens in respect of pledges or deposits under workers'
compensation laws or similar legislation or (v) for minor defects in title, none
of which, individually or in the aggregate, materially interferes with the use
of such property, the Company has good and marketable title to its property and
assets free and clear of all mortgages, liens, claims and encumbrances. With
respect to the property and assets it leases, the Company is in compliance with
such leases and, to the best of the knowledge of the Company, holds a valid
leasehold interest free of any liens, claims or encumbrances, subject to clauses
(i) - (v) above.

     (1) TAX RETURNS AND PAYMENTS. The Company has filed all tax returns
(federal, state and local) as required by law, except where failure to do so
would not have a material adverse effect upon the Company, taken as a whole. The
Company has made adequate provisions on its books of account of all taxes,
assessments, and governmental charges with respect to its business, properties
and operations for such period. There is no pending dispute with any taxing
authority relating to any of such returns, and the Company has no knowledge of
any proposed liability for any tax to be imposed upon the properties or assets
of the Company.

     (m) FINANCIAL STATEMENTS. The Company has made available to each Investor
(a) its audited balance sheet at December 31, 1998 and audited statement of
income and cash flows for the twelve months ending December 31, 1998 and (b) its
unaudited balance sheet as of March 31, 1999 (the "Statement Date") and
unaudited consolidated statement of income and cash flows for the three month
period ending on the Statement Date (collectively, the "Financial Statements").
The Financial Statements, together with the notes thereto, have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods indicated, except as disclosed therein, and present
fairly the financial condition and position of the Company as of December 31,
1998 and the Statement Date; provided, however, that the unaudited financial
statements are subject to normal recurring year-end audit adjustments (which are
not expected to be material), and do not contain all footnotes required under
generally accepted accounting principles.


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3. NO REGISTRATION. The Subscriber represents and warrants that the Subscriber
has been advised that:

     (a) The Securities have not been registered under the Act, or under the
securities laws of any U.S. state or foreign country and that the Securities
must be held until the Securities are registered under the Act and applicable
U.S. state securities laws or an exemption from such registration is available.

     (b) No federal or U.S. state agency, including the Securities and Exchange
Commission, the Department of Corporations, or the securities commission or
authorities of any other U.S. state or foreign jurisdiction has approved or
disapproved the Securities, passed upon or endorsed the merits of the Offering
or the accuracy or adequacy of the Memorandum, or made any finding or
determination as to the fairness of the Securities or investment.

4. INDEMNIFICATION. The undersigned agrees to indemnify and hold harmless the
Company and its officers, directors and affiliates and each other person, if
any, who controls any thereof, within the meaning of Section 15 of the Act,
against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all expenses reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representation or warranty or breach or failure by the undersigned to comply
with any covenant or agreement made by the undersigned herein or in any other
document furnished by the undersigned to any of the foregoing in connection with
this transaction.

5. REJECTION OF SUBSCRIPTION. The Subscriber understands that the Company may,
in its sole discretion, reject this subscription and, in the event that the
Offering to which the Memorandum relates is oversubscribed, reduce this
subscription in any amount and to any extent whether or not pro rata reductions
are made of any other investor's subscription.

6. TERMINATION OF OFFERING. The Subscriber acknowledges and agrees that the
Company may for any reason, at any time before the closing of the Offering and
whether or not before or after acceptance of the Agreement, terminate the
Offering and cause the escrow agent to refund to the Subscriber the purchase
price of the Securities paid by the Subscriber without interest. The Subscriber
also acknowledges and agrees that, if for any reason the Offering is terminated
or does not close or if the Subscriber's subscription is rejected for any
reason, the Subscriber shall have no claims against the Company, its directors
and officers, stockholders, agents and affiliates and shall have no interest in
the Company or in any property or assets of the Company.

7. ARBITRATION. The Subscriber agrees that any controversy between or among the
Subscriber, the Company arising out of this Agreement, shall be submitted to
arbitration in San Diego, California before the American Arbitration Association
in accordance with its rules. Arbitration must be commenced by service upon the
other party of a written demand for arbitration or a written notice of intention
to arbitrate, therein electing the arbitration tribunal. In the event the
Subscriber does not make such election within five (5) days of such demand or
notice, the Subscriber authorizes the Company to do so on behalf of the
Subscriber. The


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Subscriber acknowledges that arbitration is final and binding on the parties and
that the Subscriber is waiving his right to seek remedies in court, including
the right to jury trial. The Subscriber also acknowledges that pre-arbitration
discovery is generally more limited than and different from court proceedings
and that the arbitrators' award is not required to include factual findings or
legal reasoning and any party's right to appeal or to seek modification of
rulings by the arbitrators is strictly limited.

8. NO REVOCATION. The Subscriber agrees that the Subscriber may not cancel,
terminate or revoke this Subscription Agreement or any agreement of the
Subscriber made hereunder (except as otherwise specifically provided herein).
This Subscription Agreement is not transferable or assignable by the undersigned
except as may be provided herein; provided, however, that this Subscription
Agreement shall survive the death or disability of the Subscriber and shall be
binding upon the Subscriber's heirs, executors, administrators, successors and
permitted assigns.

9. MARKET STAND-OFF. If requested by the Company or the representative of the
underwriters of Common Stock (or other securities) of the Company, the
undersigned agrees not to sell or otherwise transfer or dispose of any
Securities or other securities of the Company held by the undersigned for a
period not to exceed 180 days following the effective date of a registration
statement of the Company or a successor to the Company filed under the Act.

10. GOVERNING LAW. This Subscription Agreement shall be enforced, governed and
construed in all respects in accordance with the laws of the State of
California.

11. ADDITIONAL INFORMATION. Within five days after receipt of a written request
from the Company the Subscriber agrees to provide such information and to
execute and deliver such documents as reasonably may be necessary to comply with
any and all laws, regulations and ordinances to which the Company is subject.

12. COUNTERPARTS. This Subscription Agreement may be executed through the use of
separate signature pages or in any number of counterparts, and each of such
counterparts shall, for all purposes, constitute one agreement binding on all
parties, notwithstanding that all parties are not signatories to the same
counterpart.

13. ENTIRE AGREEMENT. This Subscription Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
may be amended only by a writing executed by all parties. Each provision of this
Subscription Agreement is intended to be severable from every other provision,
and the invalidity or illegality of any portion hereof shall not affect the
validity or legality of the remainder hereof.


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The Subscriber hereby subscribes for tile following number of
Securities:_____________ shares of Series Preferred B Stock.

Enclosed herewith is the Subscriber's check or proof of wire transfer in the sum
of $_____________, payable to NETPARTNERS INTERNET SOLUTIONS, INC. as payment
for the subscribed Securities.

IN WITNESS WHEREOF, I hereby represent and warrant that I have read the
Memorandum and this entire Subscription Agreement, and have executed this
Subscription Agreement effective as of this __ day of _____________ 1999.



CORPORATE OR OTHER ENTITY:


-----------------------------------
      (Printed Name of Entity)

By:
   --------------------------------
     (Signature)


-----------------------------------
     (Name Printed)

Title:
      -----------------------------


-----------------------------------
(Street Address)


-----------------------------------
(City, State, Zip)


-----------------------------------
(Telephone Number)


ACCEPTED:

NetPartners Internet Solutions, Inc.
A Delaware corporation

By:
   --------------------------------

      Name:
           ------------------------

      Title:
            -----------------------


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                                    EXHIBIT A

                  AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT


<PAGE>   11

                      NETPARTNERS INTERNET SOLUTIONS, INC.


                   AMENDED AND RESTATED STOCKHOLDERS'AGREEMENT


                               DATED JUNE 11, 1999


<PAGE>   12


     AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT dated June 9, 1999, among (i)
NETPARTNERS INTERNET SOLUTIONS, INC., a Delaware corporation (the "Corporation"
or the "Company"), (ii) the holders of shares of Series A Preferred Stock, $.0l
par value, of the Corporation (the "Series A Preferred Stock") listed on Annex I
and the holders of shares of Series B Preferred Stock, $.0l par value, of the
Corporation (the "Series B Preferred Stock") listed on Annex II (collectively
the holders of the Series A Preferred Stock and the Series B Stock, the
"Investors"), and (iii) the holders of shares of Common Stock, $.0l par value
(the "Common Stock"), of the Corporation listed on Annex III (the "Founders").

     Each Investor owns the number of shares of Series A Preferred Stock or
Series B Preferred Stock set forth opposite the name of such Investor on Annex I
or Annex II, respectively. Each Founder owns the number of shares of Common
Stock set forth opposite the name of such Founder on Annex III. The parties wish
to provide for the terms with respect to certain matters regarding the
relationship between the Corporation and its stockholders and among such
stockholders. Accordingly, the parties agree as follows:

     Certain of the undersigned parties, who constitute the requisite parties
necessary to amend that certain Stockholders' Agreement dated May 20, 1998 by
and among the Company and the purchasers of the Series A Preferred Stock (the
"Prior Agreement"), hereby agree that effective upon the date hereof, the Prior
Agreement is null and void and superseded in its entirety by the rights and
obligations set forth in this Amended and Restated Stockholders' Agreement, and
any application of the rights contained in the Prior Agreement, including, but
not limited to first offer, second offer, co-sale, preemption and amendment
(including any notice requirements) set forth in Sections 3.2, 3.3, 4.1, and 5.4
of the Prior Agreement as to the issuance of the Company's Series B Preferred
Stock under that certain Subscription Agreement dated of even date herewith
between the Company and the holders of the Series B Preferred Stock are hereby
waived.

                                    ARTICLE 1

                                   DEFINITIONS

     The following terms shall have the following meanings:

     "BOARD" means the Board of Directors of the Corporation.

     "EQUITY SECURITIES" means all shares of capital stock of the Corporation,
all securities convertible into or exchangeable for shares of capital stock of
the Corporation, and all options, warrants, and other rights to purchase or
otherwise acquire from the Corporation shares of such capital stock, or
securities convertible into or exchangeable for shares of such capital stock.

     "FOUNDER SHARES" shall mean shares of the Company's capital stock now owned
or subsequently acquired by any Founder whether or not such securities are only
registered in a Founder's name or beneficially or otherwise legally owned by
such Founder, including any interest of a spouse in any of the Founder Shares,
whether that interest is asserted pursuant to marital property laws or
otherwise. The number of Founder Shares owned by each Founder as of


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<PAGE>   13

the date hereof is set forth on Annex III which Annex may be amended from time
to time by the Company to reflect changes in the number of shares owned by the
Founders, but the failure to so amend shall have no effect on such Founder
Shares being subject to this Agreement.

     "INDEPENDENT INDIVIDUAL" means any individual who, at the time of
consideration for nomination to the Board, (i) is not an officer, director,
partner, employee, consultant, or stockholder of the Corporation or an Investor,
(ii) is not the spouse or a parent or lineal descendant of any such officer,
director, partner, employee, consultant, or stockholder and (iii) has relevant
experience in the industry in which the Corporation operates.

     "INVESTOR SHARES" means the shares of Series A Preferred Stock or Series B
Preferred Stock now owned or subsequently acquired by the Investors or any
Affiliate thereof, any shares of capital stock directly or indirectly issued
upon conversion thereof, and any shares of capital stock issued on any of the
foregoing as a stock dividend or upon any stock split or other subdivision of
shares of capital stock. The number of shares of Series A Preferred Stock or
Series B Preferred Stock owned by the Investors as of the date hereof is set
forth on Annex I or Annex II, which Annexes may be amended from time to time to
reflect changes in the number of shares owned by the Investors, but the failure
to so amend shall have no effect on such Investor Shares being subject to this
Agreement.

     "NEW SECURITIES" means all Equity Securities other than (i) up to 4,000,000
shares of Common Stock, and options therefor, reserved for issuance or grant
under the 1998 Equity Incentive Plan of the Corporation; (ii) 250,000 shares of
Common Stock issuable upon exercise of Common Stock Purchase Warrants issued to
Edelson IV, L.P., (iii) the shares of Common Stock issuable upon conversion of
any shares of Series A Preferred Stock or Series B Preferred Stock; (iv) shares
of any class of capital stock issued on a pro rata basis to all holders of such
class as a stock dividend or upon any stock split or other subdivision of shares
of capital stock; (v) any shares of Common Stock issued in connection with any
Qualified Public Offering; and (vi) any shares of Common Stock issued in
connection with any acquisition or similar corporate transaction.

     "PRO RATA AMOUNT" means, with respect to any Stockholder, the quotient
obtained by dividing (i) the number of shares of Common Stock held by such
Stockholder by (ii) the aggregate number of shares of Common Stock held by all
Stockholders, assuming in each case the conversion, exchange, or exercise of all
Equity Securities that are not Common Stock.

     "QUALIFIED PUBLIC OFFERING" means any underwritten public offering for the
account of the Corporation of Common Stock pursuant to a registration statement
filed under the Securities Act of 1933 with aggregate proceeds (net of
underwriting discounts and commissions) to the Corporation of not less than
$20,000,000.

     "SHARES" means the Investor Shares and the Founder Shares.

     "STOCKHOLDERS" means the Investors and the Founders.

     "TERMINATION DATE" means the date of consummation of any Qualified Public
Offering.


                                       2.
<PAGE>   14

     "THIRD PARTY" means, with respect to any Founder, any person or entity that
is not (i) a Founder, (ii) a spouse or lineal descendant or ancestor of a
Founder, (iii) any trust or other entity for the benefit of any of the
foregoing, or (iv) any trust or other entity created by any of the foregoing for
the purpose of estate planning.

     "TRANSFER" means to sell, transfer, assign, or otherwise dispose of, either
voluntarily or involuntarily and with or without consideration.

     "VOTING SHARES" means the shares of capital stock of the Corporation
entitled to vote for the election of directors.

                                    ARTICLE 2

                          MATTERS RELATING TO THE BOARD

     2.1 Board Representation.

          (a) The Corporation and each Stockholder shall take such corporate
actions as may be reasonably required to ensure that the number of directors
constituting the Board is at all times six.

          (b) Subject to the terms of this Agreement:

               (i) The holders of a majority of all the Series A Preferred Stock
shall be entitled to (A) nominate one individual for election to the Board to
serve as director until his or her successor is elected and qualified, (B)
propose the removal from the Board of any director nominated under the foregoing
clause, and (C) nominate each successor to any director removed in accordance
herewith;

               (ii) The holders of a majority of all the Series B Preferred
Stock shall be entitled to (A) nominate one individual for election to the Board
to serve as director until his or her successor is elected and qualified, (B)
propose the removal from the Board of any director nominated under the foregoing
clause, and (C) nominate each successor to any director removed in accordance
herewith;

               (iii) the holders of a majority of all Common Stock shall be
entitled (A) to nominate two individuals for election to the Board to serve as
directors until their successors are elected and qualify; provided, however,
that one such nominee shall at all times be the Chief Executive Officer of the
Company, (B) to propose the removal from the Board of any director nominated
under the foregoing clause, and (C) to nominate each successor to any director
removed in accordance herewith;

               (iv) Two nominees shall be Independent Individuals, who shall be
mutually acceptable to both (i) a majority in interest of the holders of the
Common Stock, voting separately, and (ii) a majority in interest to the holders
of the Investor Shares, voting separately;

               (v) If at any time there is no Independent Individual currently
serving on the Board, then until as at least one Independent Individual is
elected to the Board pursuant to


                                       3.
<PAGE>   15

Section 2. 1 (b)(iv) herein, the holders of a majority of the Investor Shares
shall be entitled to (A) nominate an individual, in addition to the right of
such holders to nominate directors under Section 2.1(b)(i) and 2.1(b)(ii)
herein, for election to the Board to serve as a director, (B) to propose the
removal from the Board of any director nominated under the foregoing clause, and
(C) to nominate each successor to any director removed in accordance herewith;

          (c) Each nomination or any proposal to remove from the Board any
director pursuant to paragraph (b) above shall be made by delivering to the
Corporation a notice signed by the party or parties entitled to such nomination
or proposal. As promptly as practicable after delivery of such notice, the
Corporation shall take or cause to be taken such corporate actions as may be
reasonably required to cause the election or removal proposed in such notice.
Such corporate actions may include calling a meeting or soliciting a written
consent of the Board, or calling a meeting or soliciting a written consent of
the stockholders of the Corporation.

     2.2 VOTING AGREEMENT.

     Each Stockholder shall vote all Voting Shares held by such Stockholder in a
manner that results in the election to the Board of all individuals nominated in
accordance with Section 2.1(b) and for the removal from the Board of all
directors proposed to be removed in accordance with Section 2.1(b). Each
Stockholder shall use all reasonable efforts to cause each director nominated by
such Stockholder to vote for the election to the Board of all individuals
nominated in accordance with Section 2.1(b).

     2.3 BOARD MEETINGS, EXPENSES.

     The Company shall convene meetings of its Board not less frequently than
quarterly. The Company shall reimburse the reasonable out-of-pocket expenses of
directors incurred in connection with attending Board meetings.

                                    ARTICLE 3

                               TRANSFER OF SHARES

     3.1 LIMITATIONS ON TRANSFERS.

          (a) No Founder shall Transfer any Founder Shares, except that each
Founder may Transfer Founder Shares (i) in accordance with Sections 3.2 and 3.3,
(ii) to any person who is not a Third Party, and (iii) each such transferee
under this Section 3.1 may Transfer such Shares to any other person or entity
that is not a Third Party with respect to such initial Founder. Upon such
Transfer, the transferee shall be bound by the obligations, and entitled to the
benefits of, this Agreement with respect to the transferred Shares in the same
manner as the transferring Founder.

          (b) Any Transfer of Shares by any Founder not in accordance with
paragraph (a) above shall be void.

     3.2 RIGHT OF FIRST OFFER AND SECOND OFFER.


                                       4.
<PAGE>   16

          (a) If at any time any Founder (the "Offeror") proposes to Transfer
any Shares to any Third Party, the Offeror shall, before such Transfer, deliver
to the Corporation an offer (the "First Offer") to Transfer such Shares upon the
terms set forth in this Section. The First Offer shall state that the Offeror
proposes to Transfer Shares and specify the number of Shares (the "Offered
Shares") and the terms (including purchase price) of the proposed Transfer. The
First Offer shall remain open and irrevocable for a period of 15 days (the
"First Offer Acceptance Period") from the date of its delivery. The Company may
accept the First Offer by delivering to the Offeror a notice within the First
Offer Acceptance Period, which notice shall state the number of Offered Shares
the Company desires to purchase. If the number of Offered Shares exceeds the sum
of those Offered Shares with respect to which the Company has exercised its
rights under this Section, the Offeror shall deliver to the Investors an offer
(the "Second Offer") to Transfer such excess number of Offered Shares upon the
terms set forth in this Section. The Second Offer shall contain the same
information as the First Offer, except that the Second Offer shall reduce the
number of Offered Shares by the number of Offered Shares with respect to which
the Company has exercised its rights under this Section. The Second Offer shall
remain open and irrevocable for a period of 15 days (the "Second Offer
Acceptance Period", and together with the First Offer Acceptance Period, the
"Acceptance Period").

          (b) Each Investor may accept the Second Offer by delivering to the
Offeror a notice within the Second Offer Acceptance Period, which notice shall
state the number (the "Accepted Number") of Offered Shares such Investor desires
to purchase. If the sum of all Accepted Numbers exceeds the number of Offered
Shares available pursuant to the Second Offer, such Offered Shares shall be
allocated among the Investors that delivered such notice pro rata such that each
Investor shall have the right to purchase up to the number of shares of Common
Stock equal to the product obtained by multiplying (i) the aggregate number of
shares of Founder Shares covered by the Second Offer by (ii) a fraction of the
numerator of which is the number of Investor Shares owned by such Investor at
the time of the Transfer and the denominator of which is the total number of
Investor Shares owned by Investors who have accepted the Second Offer at the
time of the Transfer; provided, however, that each Investor shall not be
required to purchase more than his or its Accepted Number of Offered Shares.

          (c) The Transfer of Offered Shares to the Company or the Investors, to
the extent it or they exercised their rights under this Section, shall be made
on a business day, as designated by the Offeror, not less than 10 and not more
than 30 days after expiration of the Acceptance Period on those terms and
conditions of the First Offer and the Second Offer not inconsistent with this
Section.

          (d) If the number of Offered Shares exceeds the sum of those Offered
Shares with respect to which the Company and the Investors exercised their
rights under this Section, the Offeror may Transfer such excess or any portion
thereof on the terms and conditions of the First Offer and the Second Offer to
any Third Party within 90 days after expiration of the Acceptance Period. If
such Transfer is not made within such 90-day period, the restrictions provided
for in this Section shall again become effective.

     3.3 CO-SALE.


                                       5.
<PAGE>   17

     If at any time any Founder (the "Seller") proposes to Transfer any Shares
to any Third Party, the Seller shall, at least 30 days before such Transfer,
deliver a notice (the "Sale Notice") to the Investors specifying the identity of
the Third Party and disclosing in reasonable detail the terms and conditions of
the proposed Transfer. Within 30 days after delivery of the Sale Notice, each
Investor may elect to participate in the proposed Transfer by delivering to the
Seller a notice specifying the Shares with respect to which such Investor
exercises his or its right under this Section. Each such Investor shall be
entitled to Transfer, at the price and on the terms applicable to the Transfer
by the Seller, up to a number of shares of Common Stock equal to the product
obtained by multiplying (i) the aggregate number of shares of Founder Shares
covered by the Sale Notice (the "Co-Sale Shares") by (ii) a fraction the
numerator of which is the number of Investor Shares owned by each such Investor
at the time of the Transfer and the denominator of which is the total number of
Founder Shares and Investor Shares at the time of the Transfer. If not all of
the Investors elect to sell their pro rata share of the Founder Shares within
said thirty (30) day period, then the Founder shall promptly notify in writing
the Investors who do so elect and shall offer such Investors the additional
right to participate pro rata in such sale. The Investors shall have five (5)
days after receipt of such notice to notify the Founder of its election to sell
all or a portion thereof of the unsubscribed shares.

     3.4 PROHIBITED TRANSFERS.

          (a) In the event that a Founder should Transfer any Founder Shares in
contravention of the co-sale rights of each Investor under this Agreement (a
"Prohibited Transfer"), each Investor, in addition to such other remedies as may
be available at law, in equity or hereunder, shall have the put option provided
below, and such Founder shall be bound by the applicable provisions of such
option.

          (b) In the event of a Prohibited Transfer, each Investor shall have
the right to sell to such Founder the type and number of shares of capital stock
equal to the number of shares each Investor would have been entitled to transfer
to the purchaser under Section 3.3 hereof had the Prohibited Transfer been
effected pursuant to and in compliance with the terms hereof. Such sale shall be
made on the following terms and conditions:

               (i) The price per share at which the shares are to be sold to the
Founder shall be equal to the price per share paid by the purchaser to such
Founder in such Prohibited Transfer. The Founder shall also reimburse each
Investor for any and all fees and expenses, including legal fees and expenses,
incurred pursuant to the exercise or the attempted exercise of the Investor's
rights under this Section 3.4.

               (ii) Within ninety (90) days after the date on which an Investor
received notice of the Prohibited Transfer or otherwise became aware of the
Prohibited Transfer, such Investor shall, if exercising the option created
hereby, deliver to the Founder the certificate or certificates representing
shares to be sold, each certificate to be properly endorsed for transfer.

               (iii) Such Founder shall, upon receipt of the certificate or
certificates for the shares to be sold by an Investor, pursuant to this Section
3.4, pay the aggregate purchase price therefor and the amount of reimbursable
fees and expenses, as specified in Section 3.4(b)(i), in cash or by other means
acceptable to the Investor.


                                       6.
<PAGE>   18

               (iv) Notwithstanding the foregoing, any attempt by a Founder to
transfer Founder Shares in violation of Article 3 hereof shall be voidable at
the option of a majority in interest of the Investors if the Investors do not
elect to exercise the put option set forth in this Section 3.4, and the Company
agrees it will not effect such a transfer nor will it treat any alleged
transferee as the holder of such shares without the written consent of a
majority in interest of the Investors.

     3.5 INVESTOR RESTRICTION.

     No Investor shall Transfer any Shares to any entity or affiliate thereof
that materially participates in a business that is competitive with the business
of the Corporation. A business that is competitive with the business of the
Corporation shall be any business that is primarily in the business of providing
computer hardware or software that enables Internet screening and is designed
for Internet blocking and monitoring on networked systems; provided, however
that nothing in this Section 3.5 shall be interpreted to restrict the Investors'
rights to Transfer Shares in connection with Article 3 or Article 4 hereof,
provided further that nothing in this Section 3.5 shall be interpreted to
restrict an Investor's ability to Transfer Shares in connection with any
consolidation or merger of the Company.

                                    ARTICLE 4

                                PREEMPTIVE RIGHT

     4.1 PREEMPTIVE RIGHT.

          (a) If the Corporation proposes to offer New Securities to any person
or entity at any time, the Corporation shall, before such offer, deliver to the
Investors an offer (the "Offer') to issue the New Securities to them upon the
terms set forth in this Section. The Offer shall state that the Corporation
proposes to issue New Securities and specify their number and terms (including
purchase price). The Offer shall remain open and irrevocable for a period of 20
days (the "Preemptive Period") from the date of its delivery.

          (b) Each Investor may accept the Offer by delivering to the
Corporation a notice (the "Purchase Notice") within the Preemptive Period. The
Purchase Notice shall state the number (the "Preemptive Number") of New
Securities such Investor desires to purchase. If the sum of all Preemptive
Numbers exceeds the number of New Securities, the New Securities shall be
allocated among the Investors that delivered a Purchase Notice pro rata in
accordance with their Pro rata Amounts; provided, however, that each Investor
shall not be required to purchase the Preemptive Number of New Securities.

          (c) The issuance of New Securities to the Investors who delivered a
Purchase Notice shall be made on a business day, as designated by the
Corporation, not less than 10 and not more than 30 days after expiration of the
Preemptive Period on those terms and conditions of the Offer not inconsistent
with this Section.

          (d) If the number of New Securities exceeds the sum of all Preemptive
Numbers, the Corporation may issue such excess or any portion thereof on the
terms and conditions of the Offer to any person or entity within 90 days after
expiration of the Preemptive


                                       7.
<PAGE>   19

Period. If such issuance is not made within such 90-day period, the restrictions
provided for in this Section shall again become effective.

                                    ARTICLE 5

                                  MISCELLANEOUS

     5.1 LEGEND ON STOCK CERTIFICATES.

     Each certificate representing Shares that are subject to this Agreement
shall bear a legend substantially in the following form:

     "THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE
     SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE
     HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE
     SUBJECT TO AN AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT DATED June
     ___, 1999, BETWEEN NETPARTNERS INTERNET SOLUTIONS, INC. AND ITS
     STOCKHOLDERS. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY
     WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO
     THE SECRETARY OF NETPARTNERS INTERNET SOLUTIONS, INC."

     5.2 SEVERABILITY; GOVERNING LAW.

     If any provision of this Agreement shall be determined to be illegal and
unenforceable by any court of law, the remaining provisions shall be severable
and enforceable in accordance with their terms. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of
Delaware.

     5.3 ASSIGNMENTS, SUCCESSORS AND ASSIGNS.

     The rights of each party under this Agreement may not be assigned, except
in connection with any Transfer of Shares by any Stockholder. This Agreement
shall bind and inure to the benefit of the parties and their respective
successors, permitted assigns, legal representatives and heirs.

     5.4 AMENDMENTS.

     This Agreement may only be modified or amended by an instrument in writing
signed by the Corporation, the holders of at least 66-2/3% of all Founder
Shares, and the holders of a majority of all Investor Shares, assuming the
conversion, exchange, or exercise of all Equity Securities that are not Common
Stock, provided, however, that no modification or amendment shall discriminate
against any Stockholder without the consent of such Stockholder. This Section
may only be amended with the consent of all parties to this Agreement.

     5.5 NOTICES.


                                       8.
<PAGE>   20

     All notices, claims, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered or if sent by nationally-recognized overnight courier, by telecopy, or
by registered or certified mail, return receipt requested and postage prepaid,
addressed as follows:


     if to the Corporation:

          NetPartners Internet Solutions, Inc.
          9210 Sky Park Court
          San Diego, CA 92123
          Fax:       (619) 495-1950
          Telephone: (619) 505-3020
          Attention: Chief Executive Officer

     if to any Stockholder, to its or his address set forth on Annex 1, II or
     III, as the case may be,

or to such other address as the party to whom notice is to be given may have
furnished to the other parties in writing in accordance herewith. Any such
notice or communication shall be deemed to have been received (a) in the case of
personal delivery, on the date of such delivery, (b) in the case of
nationally-recognized overnight courier, on the next business day after the date
when sent, (c) in the case of telecopy transmission, when received, and (d) in
the case of mailing, on the third business day following that on which the piece
of mail containing such communication is posted.

     5.6 HEADINGS.

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

     5.7 NOUNS AND PRONOUNS.

     Whenever the context may require, any pronouns used herein shall include
the corresponding masculine, feminine or neuter forms, and the singular form of
names and pronouns shall include the plural and vice versa.

     5.8 ENTIRE AGREEMENT.

     This Agreement contains the entire agreement among the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings with respect to such subject matter.

     5.9 COUNTERPARTS.

     This Agreement may be executed in any number of counterparts, and each such
counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.


                                       9.
<PAGE>   21

     5.10 TERMINATION.

     This Agreement shall terminate on the Termination Date.


                                      10.
<PAGE>   22

        IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Registration Rights Agreement on the date first written above.

                                        NETPARTNERS INTERNET SOLUTIONS, INC.


                                        By:
                                           -------------------------------------
                                           John Carrington
                                           President and Chief Executive Officer


                                        FOUNDERS:


                                        ----------------------------------------
                                        Philip G. Trubey


                                        ----------------------------------------
                                        Janet A. McVeigh

                                        THE MORGAN STANLEY VENTURE
                                        PARTNERS ENTREPRENEUR FUND, L.P.

                                        By: Morgan Stanley Venture Partners III,
                                            L.L.C. its General Partner
                                        By: Morgan Stanley Venture Capital III,
                                            Inc. its Institutional Managing
                                            Member


                                        ----------------------------------------
                                        Name: Robert J. Loarie
                                        Title: Vice President


                                      17.
<PAGE>   23

     IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Registration Rights Agreement on the date first written above.

                                        NETPARTNERS INTERNET SOLUTIONS, INC.


                                        By:
                                           -------------------------------------
                                           John Carrington
                                           President and Chief Executive Officer


                                        FOUNDERS:


                                        ----------------------------------------
                                        Philip G. Trubey


                                        ----------------------------------------
                                        Janet A. McVeigh

                                        THE MORGAN STANLEY VENTURE
                                        PARTNERS ENTREPRENEUR FUND, L.P.

                                        By: Morgan Stanley Venture Partners III,
                                            L.L.C. its General Partner
                                        By: Morgan Stanley Venture Capital III,
                                            Inc. its Institutional Managing
                                            Member


                                        ----------------------------------------
                                        Name:  Robert J. Loarie
                                        Title: Vice President


                                        [SERIES B INVESTORS]
                                        BY:  ALPS SYSTEM INTEGRATION CO., LTD


                                        ----------------------------------------
                                        Name:  Akira Okita
                                        Title:  President


                                      17.
<PAGE>   24

                                        MORGAN STANLEY VENTURE INVESTORS
                                        III, L.P.

                                        By: Morgan Stanley Venture Partners III,
                                            L.L.C. its General Partner
                                        By: Morgan Stanley Venture Capital III,
                                            Inc. its Institutional Managing
                                            Member


                                        ----------------------------------------
                                        Name:  Robert J. Loarie
                                        Title: Vice President

                                        MORGAN STANLEY VENTURE PARTNERS
                                        III, L.P.
                                        By: Morgan Stanley Venture Partners
                                            III, L.L.C. its General Partner
                                        By: Morgan Stanley Venture Capital
                                            III, Inc. its Institutional Managing
                                            Member


                                        ----------------------------------------
                                        Name:  Robert J. Loarie
                                        Title:  Vice President

                                        EDELSON IV, L.P.


                                        ----------------------------------------
                                        Name:  Harry Edelson
                                        Title:  Partner


                                      17.
<PAGE>   25

                                        CROSSPOINT VENTURE PARTNERS


                                        By:
                                           -------------------------------------
                                           Donald Milder
                                           General Partner


                                      17.
<PAGE>   26

IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Registration Rights Agreement on the date first written above.

                                        NETPARTNERS INTERNET SOLUTIONS, INC.


                                        By:
                                           -------------------------------------
                                           John Carrington
                                           President and Chief Executive Officer


                                        FOUNDERS:


                                        ----------------------------------------
                                        Philip G. Trubey


                                        ----------------------------------------
                                        Janet A. McVeigh

                                        THE MORGAN STANLEY VENTURE
                                        PARTNERS ENTREPRENEUR FUND, L.P.

                                        By: Morgan Stanley Venture Partners III,
                                            L.L.C. its General Partner
                                        By: Morgan Stanley Venture Capital III,
                                            Inc. its Institutional Managing
                                            Member


                                        ----------------------------------------
                                        Name:  Robert J. Loarie
                                        Title: Vice President


                                        [SERIES B INVESTORS]


                                        ----------------------------------------
                                        Company:  Forval Creative Inc.
                                        Name:  Kiyoshi Hayamizu
                                        Title:  President and CEO


                                      17.
<PAGE>   27

                                       INVESTMENT ENTERPRISE PARTNERSHIP "NIF
                                       NEW TECHNOLOGY FUND `98"


                                       ----------------------------------------
                                       Company: Nippon Investment & Finance
                                                Co., Ltd.
                                       Name: Isao Oku
                                       Title: Director

                                       c/o Nippon Investment & Finance Co., Ltd.
                                       Daiwa Securities Kabutocho Building
                                       1-9 Kayabacho, 1-chome, Nihonbashi
                                       Chuo-Ku, Tokyo 103 Japan

                                       With copy to:

                                       Jim Timmins, Partner
                                       NIF Ventures USA, Inc.
                                       525 Market Street, Suite 3420
                                       San Francisco, CA  94105
                                       Phone: (415) 908-1888


                                       ----------------------------------------
                                       JIM TIMMINS


                                      17.
<PAGE>   28

                                        CROSSPOINT VENTURE PARTNERS


                                        By:
                                           -------------------------------------
                                           Donald Milder
                                           General Partner


                                        BROBECK PHLEGER & HARRISON, LLP


                                        By:
                                           -------------------------------------
                                           Richard A. Fink
                                           Partner


                                      17.
<PAGE>   29

                                                                         ANNEX I

                                    INVESTORS



<TABLE>
<CAPTION>
                                                                    SHARES OF SERIES A
NAME                                                                 PREFERRED STOCK
----                                                                ------------------
<S>                                                                 <C>
Morgan Stanley Venture Partners III, L.P.                                2,708,484
Morgan Stanley Venture Investors III, L.P.                                 260,051
The Morgan Stanley Venture Partners Entrepreneur Fund, L.P.                117,885
3000 Sand Hill Road
Building 4, Suite 250
Menlo Park, CA 94025
Attn:  Robert J. Loarie

Edelson IV, L.P.                                                           617,284
300 Tice Boulevard
Woodcliff Lake, NJ 07675
</TABLE>


<PAGE>   30


                                                                        ANNEX II

                                    INVESTORS



<TABLE>
<CAPTION>
                                                                    SHARES OF SERIES B
NAME                                                                 PREFERRED STOCK
----                                                                ------------------
<S>                                                                 <C>
Nippon Investment and Finance Company                                      133,666
Investment Enterprise Partnership                                          140,500
Investment Enterprise Partnership - New Technology Fund                    392,500
Jim Timmins                                                                  6,667
Edelson IV, L.P.                                                            66,666
Morgan Stanley Venture Partners                                            333,333
CrossPoint Venture Partners                                              1,910,000
Forval Creative, Inc.                                                      166,666
ALPS Electric, Inc.                                                        166,666
Brobeck Phleger & Harrison/Rick Fink                                        16,667
                                                                         ---------
TOTAL                                                                    3,333,331
</TABLE>


<PAGE>   31


                                                                       ANNEX III

                                    FOUNDERS



<TABLE>
<CAPTION>
NAME                                            SHARES OF COMMON STOCK
----                                            ----------------------
<S>                                             <C>
Philip G. Trubey                                      3,500,000
Janet A. McVeigh                                      3,500,000
</TABLE>


<PAGE>   32



                                    EXHIBIT B

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


Filed as Exhibit 10.1 to the Registration Statement.


<PAGE>   33


                                    EXHIBIT C

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Filed as Exhibit 3.1 to the Registration Statement.